Contract # (Office Use Only) _____________________
FORM #FS-04
CONTRACTED PERSONAL SERVICES
AGREEMENT
Texas State University is a member of the Texas State University System
CONTRACT 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.
I. CONTRACT TERM
All work rendered by the Contractor under provisions of this contract shall commence ___________ and
end ___________.
II. 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):
III. CONTRACT AMOUNT
Contingent upon the Contractor’s full and satisfactory performance of work described in Section II of
this contract and attachments, the University shall reimburse the Contractor at the rate of
$
per
. Or, pay the Contractor in accordance with the following payment schedule:
__________________________________________________________________________________,
an amount not to exceed $ ___________.
In addition, reimburse the contractor for travel at the rate of $
per
reimbursement for travel under provisions of this contract shall not exceed $
. Maximum
.
The total contract amount including travel provisions shall not exceed $ ________.
IV. 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.
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Rev 083113
Texas State University is an Equal Opportunity Employer
Contractor: Send completed form to requesting department at Texas State
Account Manager: Send completed form to Purchasing, JCK 527
V. MISCELLANEOUS
A.
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.
B.
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.
C.
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.
D.
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.
E.
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.
F.
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.
G.
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.
H.
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.
VI. 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.
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Rev 083113
Texas State University is an Equal Opportunity Employer
Contractor: Send completed form to requesting department at Texas State
Account Manager: Send completed form to Purchasing, JCK 527
VII. 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.
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Rev 083113
Texas State University is an Equal Opportunity Employer
Contractor: Send completed form to requesting department at Texas State
Account Manager: Send completed form to Purchasing, JCK 527
APPROVAL SIGNATURE:
NAME:
Contractor Signature
Print name
Date:
Account Manager
Print name and title
Date:
Dean/Director or Vice President
Print Name
Date:
Sponsored Programs (OSP) Approver
Print Name
Date:
VP Finance & Support Services
Print Name
Date:
DA DATE:
ACCOUNT MANAGER / DESIGNEE COMPLETE ALL INFORMATION BELOW:
SAP VENDOR #: ______________
Requisition # _______________________
Administrative assistant or contact name
Email
Department
Telephone
Account Manager Name
Email
Department
Telephone
Cost Center / Internal Order /WBS #
Fund
Note: A Contracted Personal Services Agreement (FS-04) is not necessary if cumulative payments to the contractor during
the fiscal year will be less than $5,000, unless a) travel is required
4 of 4
Rev 083113
Texas State University is an Equal Opportunity Employer
Contractor: Send completed form to requesting department at Texas State
Account Manager: Send completed form to Purchasing, JCK 527