PERSONAL SERVICE AGREEMENT BETWEEN TEXAS STATE UNIVERSITY
(Hereinafter referred to as “University”)
And
PERSONAL SERVICES CONTRACTOR NAME(Hereinafter referred to as “Contractor”)
The University and Contractor agree to the terms and conditions specified herein.
1. TERM
All work rendered by the Contractor under provisions of this contract shall commence ______and end ______.
2. STATEMENT OF WORK
The Contractor shall diligently render the following performance of the work described (Attach all Statements of Work and other documentation related to this contract):______
3. AGREEMENT AMOUNT
Contingent upon the Contractor’s full and satisfactory performance of work described in Section 2 of this contract and attachments, the University shall reimburse the Contractor at the rate of $______. Or, pay the Contractor in accordance with the following payment schedule: ______, an amount not to exceed $______.
*Any and all travel will be included in the negotiated rate.*
4. DEFAULT AND TERMINATION
If the contractor defaults on any of the terms or conditions of this contract, the University reserves the right to terminate this contract at any time, without cause, by giving (15) calendar days advance notice in writing to Contractor. Upon termination, contractor must submit final invoice to University within a period not to exceed (10) calendar days following receipt of termination notice.
5. MISCELLANEOUS
5.1 Personal Service Contractors shall operate as an independent contractor, and neither Contractor nor any employee of the Contractor shall be deemed an agent or employee of the University. Contractor is solely responsible for determining the means and methods for performing services described.
5.2 Contractor shall observe and abide by all applicable laws and regulations, policies and procedures, including but not limited to, those of the University relative to conduct on its premises.
5.3 This Contract (including all Exhibits) constitutes the sole Agreement of the parties and supersedes any other oral or written understanding or Agreement. This Agreement may not be amended or otherwise altered except upon the written Agreement of contracting parties and attached hereto.
5.4 This agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the Parties hereunder are performable in Hays County, Texas unless specified herein. The parties will use the procedures in Texas Government Code 2260 to resolve any disputes regarding this contract.
5.5 Provider represents and warrants that the provider has no actual or potential conflicts of interest in providing services to the University under this Contract and that Contractor’s services rendered in the terms of this Agreement would not reasonably create an appearance of impropriety.
5.6 Representations and Warranties by Contractor. If Contractor is a corporation or a limited liability company, Contactor warrants, represents, covenants, and agrees that it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is duly authorized and in good standing to conduct business in the State of Texas, that it has all necessary power and has received all necessary approvals to execute and deliver the Agreement.
5.7 Tax Certification. If Contractor is a taxable entity as defined by Chapter 171, Texas Tax Code (“Chapter 171”), then Contractor certifies that it is not currently delinquent in the payment of any taxes due under Chapter 171, or that Contractor is exempt from the payment of those taxes, or that Contractor is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable.
5.8 The parties shall deem all work products produced as a result of this agreement as “works for hire”. Upon delivery, all work products, including writings, drawings, plans, reports, specifications, calculations, documents, presentations, and other materials developed under this agreement shall be the UNIVERSITY’S exclusive property, to use as the UNIVERSITY deems appropriate. CONTRACTOR relinquishes all claims to copyright and other intellectual property rights in favor of the UNIVERSITY.
5.9 In accordance with Texas Education Code, Section 51.9335 (h), any Contract for the acquisition of goods and services to which an institution of higher education is a party, any provision required by applicable law to be included in the Agreement or Contract is considered to be a part of the executed Agreement or Contract without regard to:
(1) Whether the provision appears on the face of the Agreement or Contract; or
(2) Whether the Agreement or Contract includes any provision to the contrary.
6. FORCE MAJEURE
Except as otherwise provided, neither Contractor nor University, shall be liable to the other for any delay in, or failure of performance, of a requirement contained in this agreement caused by Force Majeure. The existence of such causes of delay or failure shall extend the period of performance until after the causes of delay or failure have been removed, provided the non-performing party exercises all reasonable due diligence to perform. “Force Majeure” is defined as acts of God, war, strike, fires, explosions, or other causes that are beyond the reasonable control of either party and that by exercise of due foresight such party could not reasonably have been expected to avoid, and which, by the exercise of all reasonable due diligence, such party is unable to overcome. Each party must inform the other in writing with proof of receipt within three (3) business days of the existence of such Force Majeure or otherwise waive this right as a defense.
7. INDEMNIFICATION
CONTRACTOR WILL AND DOES HEREBY AGREE TO INDEMNIFY, PROTECT, DEFEND WITH COUNSEL APPROVED BY UNIVERSITY, AND HOLD HARMLESS UNIVERSITY AND THE TEXAS STATE UNIVERSITY SYSTEM, AND THEIR RESPECTIVE AFFILIATED ENTERPRISES, REGENTS, OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY "INDEMNITEES") FROM AND AGAINST ALL DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, EXPENSES, AND OTHER CLAIMS OF ANY NATURE, KIND, OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS' FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING (COLLECTIVELY "CLAIMS") BY ANY PERSON OR ENTITY, ARISING OUT OF, CAUSED BY, OR RESULTING FROM CONTRACTOR'S PERFORMANCE UNDER OR BREACH OF THIS AGREEMENT AND THAT ARE CAUSED IN WHOLE OR IN PART BY ANY NEGLIGENT ACT, NEGLIGENT OMISSION OR WILLFUL MISCONDUCT OF CONTRACTOR, ANYONE DIRECTLY EMPLOYED BY CONTRACTOR OR ANYONE FOR WHOSE ACTS CONTRACTOR MAYBE LIABLE. THE PROVISIONS OF THIS SECTION WILL NOT BE CONSTRUED TO ELIMINATE OR REDUCE ANY OTHER INDEMNIFICATION OR RIGHT, WHICH ANY INDEMNITEE HAS, BY LAW OR EQUITY. IN THE EVENT OF LITIGATION, UNIVERSITY AGREES TO COOPERATE REASONABLY WITH CONTRACTOR. ALL PARTIES WILL BE ENTITLED TO BE REPRESENTED BY COUNSEL AT THEIR OWN EXPENSE.
8. Nondiscrimination
In their execution of this agreement, all contractors, subcontractors, their respective employees, and others acting by or through them shall comply with all federal and state policies and laws prohibiting discrimination, harassment, and sexual misconduct. Any breach of this covenant may result in termination of this agreement.
9. Public Information
University strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information under the Texas Public Information Act, Chapter 552, Texas Government Code. Sponsor is required to make any information created or exchanged with the state pursuant to this contract that is not otherwise excepted from disclosure under the Texas Public Information Act, available in a format that is accessible by the public at no additional charge to the state. The following format(s) shall be deemed to be in compliance with this provision: electronic files in Word, PDF, or similar generally accessible format.
10. LOSS OF FUNDING
Performance by University under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the "Legislature"), allocation of funds by the Board of Regents of The Texas State University System (the "Board") or funding availability through a Sponsored Program Funding Agency. If the Legislature fails to appropriate or allot the necessary funds, the Board fails to allocate the necessary funds, or funding is not available through a Sponsored Program Funding Agency, then University will issue written notice to Contractor and University may terminate this Agreement without further duty or obligation hereunder. Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond the control of University.
11. COMPLIANCE WITH UNIVERSITY POLICIES
Contractor shall observe and abide by all applicable laws and regulations, policies and procedures, including but not limited to, those of the University relative to conduct on its premises. Provider/Vendor/contractor IS NOTIFIED THAT THE FOLLOWING UNIVERSITY POLICIES SHALL APPLY TO ITS EMPLOYEES AND SUBCONTRACTORS WHILE ON TEXAS STATE PROPERTY:
11.1 On-campus driving and parking;
11.2 Prohibition on smoking or tobacco use;
11.3 Fire safety;
11.4 Hazardous Materials;
11.5 Drug-free workplace; and,
11.6 Prohibition of sexual harassment or harassment or discrimination based on race, color, national origin, age, sex, religion, disability, or sexual orientation
Approval Signature / Name / DateContractor Signature / [[ Name (Primary Second Party) ]]
VP Finance & Support Service
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