Fillable VENDOR AGREEMENT Southern University (University), located in Houston, (Texas Southern University)

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VENDOR AGREEMENT Southern University (University), located in Houston, (Texas Southern University)

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Office of the General Counsel TSUOGC-S-0611-044
Vendor Agreement Page 1 of 7
Rev. 05-2012
VENDOR AGREEMENT
This Agreement made this ____ day of _______, 20___, by and between Texas
Southern University (University), located in Houston, Texas and
____________________________________________________________, located at
_______________________________________________________ (Contracting Party).
University and Contracting Party agree as follows:
1. CONTRACT TERM: The initial term of this Agreement shall be for a
period of _____ year(s), from ______________ to __________________. The parties
may mutually agree in writing to extend the term of the Agreement.
University reserves the right to terminate the Agreement at any time, with or
without cause, on thirty (30) days prior written notice to Contracting Party.
2. CONTRACT DOCUMENTS/WORK STATEMENTS: The provisions of
the attached University Request For Proposal - RFP (or Request for Qualifications – RFQ)
dated ____________________, Contracting Party’s response to RFP dated
____________________, and Exhibits __________________ (if any), are hereby
incorporated by reference and made a part of this Agreement. Contracting Party’s
representations and warranties regarding its Work are set forth in Exhibit _______ (if any).
To the extent there are conflicts or inconsistencies between the documents, the order of
priority in which documents will be interpreted is as follows:
- The provisions of this document
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
3. CONTRACT FEE: In consideration for the mutual covenants contained
herein, University shall pay Contracting Party for work satisfactorily performed as follows:
_________________________________________________________________________
____________________________________________________________________. Total
compensation shall not exceed _________________. Payment terms for amounts due from
University under the Agreement (including due dates, late fees and interest) are governed
by Chapter 2251 of the Texas Government Code.
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Office of the General Counsel TSUOGC-S-0611-044
Vendor Agreement Page 2 of 7
Rev. 05-2012
4. CONFLICT OF INTEREST: Contracting Party assures that to the best of
its knowledge there exists no conflict of interest or appearance of a conflict between
Contracting Party’s family, business or financial interest and the services provided under
this Agreement. Should this situation change during the term of this Agreement,
Contracting Party will advise University of such change.
5. INDEPENDENT CONTRACTOR: This Agreement shall not be
construed to create a partnership, joint venture, nor other agency relationship between the
parties, who are independent of one another. The relationship of the Contracting Party to
University is and shall continue to be that of an independent contractor, and no liability or
benefits such as workers’ compensation, pension rights or liabilities, insurance rights or
liabilities, arising out of or related to an employer/employee relationship, shall arise, or
accrue to either party or either party’s agent, subcontractor or employee, as a result of this
Agreement or its performance. No relationship, other than that of independent contractor,
shall be implied between the parties or between either party and the other party’s agent,
employee, or subcontractor, and the Contracting Party hereby agrees to hold University
harmless from any such claims by it or its associates, and any cost or expense related
thereto.
6. DEFAULT: In the event of a failure by Contracting Party to satisfactorily
perform the services specified herein and/or a default by Contracting Party in abiding by
the other terms and conditions of this Agreement, University may terminate the Agreement
on written notice to Contracting Party and Contracting Party shall be liable for all damages,
costs, and expenses (including attorney fees) incurred by University related to this default.
7. ALTERNATIVE DISPUTE RESOLUTION: The dispute resolution process
provided for in Chapter 2260 of the Texas Government Code shall be used, as further
described herein, by University and Contracting Party to attempt to resolve any claim for
breach of contract made by Contracting Party, to the extent it is applicable to the
Agreement and not preempted by other law. Except as otherwise provided by law, nothing
herein is a waiver by University or the State of Texas of the right to seek redress in a court
of law.
8. ASSIGNMENT: The parties recognize that this contract is based upon the skill
and expertise of the parties and therefore agree that the contract and the obligations
thereunder may not be assigned or delegated without the written consent of the other party,
except as expressly allowed by this contract.
9. COMPLIANCE WITH LAW: Contracting Party shall certify that he/she or it
is in compliance with all applicable state and federal laws, including non-discrimination
laws as it relates to the terms and conditions of the agreement.
Office of the General Counsel TSUOGC-S-0611-044
Vendor Agreement Page 3 of 7
Rev. 05-2012
10. NON-APPROPRIATIONS: Contracting Party understands that University is
a governmental entity, and should the Legislature fail to provide funding for any period
during the term of this contract, University shall be excused for all liability for payment.
University is required to give Contracting Party written notice within thirty (30) days after
learning that the funds will not be available. Upon receiving written notice from
University, this contract will automatically terminate
11. NOTICES: Any notice given under this contract by either party to the other
may be effected either by personal delivery in writing or by mail, registered or certified
postage prepaid with return receipt requested. Mailed notices shall be addressed to the
addresses of the parties as they appear in the contract. Notices delivered personally shall
be deemed communicated at the time of actual receipt. Mailed notice shall be deemed
communicated three (3) days after mailing.
12. OFFICIALS NOT TO BENEFIT: No trustee, officer, director, regent,
employee, administrator and representative of University shall be admitted to any share or
part of this contract or to any benefit that may arise therefrom.
13. GOVERNING LAW/VENUE/STATUTE OF LIMITATIONS: The validity
of this Agreement and the interpretation of its terms and the applicable statute of
limitations for any cause of action brought by or against University pursuant to the
Agreement shall be governed by the laws of the State of Texas. Jurisdiction for any legal
proceedings incident to this agreement shall lie in Harris County, Texas.
14. FORCE MAJEURE: In the event of Force Majeure, University may
terminate this agreement by written notice following such casualty and University shall not
be responsible for any damages sustained by Contracting Party. Force Majeure shall mean
fire, earthquake, flood, act of God, strikes or other labor disturbances, riots or civil
commotion, litigation, terrorism, war or other acts of any foreign nation, power of
government or government agency or authority, or any other cause like or unlike any cause
above-mentioned which is beyond the control or authority of University.
15. SUBCONTRACTS: Any subcontracts and outside associates or consultants
required by Contracting Party in connection with the services covered by this contract will
be limited to such individuals or firms as were specifically identified and agreed to during
negotiations. Contracting Party shall ensure that each subcontractor complies with all
provisions of the Agreement and this Addendum. Contracting Party shall remain liable for
the acts and omissions of such subcontractor(s) and the proper performance and delivery of
the products and/or services set forth is the Agreement.
16. TAX EXEMPTION: University and Contracting Party agree that University
will not be required to pay any taxes for which it can demonstrate an exemption.
Office of the General Counsel TSUOGC-S-0611-044
Vendor Agreement Page 4 of 7
Rev. 05-2012
17. CONFIDENTIALITY: Subject to the Texas Public Information Act and any
similar legal requirements, neither Party shall disclose any confidential information
obtained from the other Party without such Party’s prior written approval.
18. INTELLECTUAL PROPERTY: Contracting Party represents that it has all
intellectual property rights necessary to enter into and perform its obligations under the
Agreement and shall indemnify, defend and hold harmless the State of Texas and
University against any action, claim, liability, loss or expense related to such intellectual
property rights and representations. Contracting Party will pay any damages attributable to
such claim that are awarded against the State of Texas and/or University in a judgment or
settlement.
19. INDEMNIFICATION: Contracting Party shall indemnify and hold harmless
University, and each of its regents, officers, agents and employees from and against all
claims, actions, suits, demands, proceedings, costs, damages and liabilities, including
without limitation attorneys’ fees and reasonable litigation costs, arising out of, connected
with, or resulting from any acts or omissions of Contracting Party or any agent, employee,
subcontractor, or supplier of Contracting Party in the execution or performance of this
contract.
20. INSURANCE: For the entire term of the Agreement (“Term”), Contracting
Party shall maintain Comprehensive General Liability insurance coverage of $1,000,000
per occurrence. If, during the Term, Contracting Party will enter University property,
Contracting Party shall also maintain the following insurance: (i) Worker’s Compensation
coverage with statutory limits for the State of Texas, including Employers Liability
coverage of $500,000 per accident; (ii) Commercial Automobile Liability coverage of
$1,000,000 Combined Single Limit; (iii) for engineers and architects only: Professional
Liability coverage of $5,000,000 per occurrence; and (iv) for builders only: Builder’s Risk
coverage in the amount of the construction cost, including protection against named
windstorm and flood. All policies must contain a waiver of subrogation against University.
Comprehensive General Liability and Commercial Automobile Liability policies must
name University as Additional Insured. Contracting Party shall pay all insurance
deductibles and deductibles must not exceed $10,000 unless approved in advance by
University. Contracting Party shall provide University Certificates of Insurance evidencing
these insurance requirements prior to the start of work.
21. AUDIT; INDEPENDENT AUDITS; RIGHT TO AUDIT; RETENTION;
SUPPORTING DOCUMENTS: The Contracting Party agrees and authorizes University
and/or the State Auditor (collectively, “Auditor”) to conduct audits or investigations in
connection with this Agreement. Contracting party agrees to cooperate with Auditors
conducting such audits or investigations and to provide all information and documents
Office of the General Counsel TSUOGC-S-0611-044
Vendor Agreement Page 5 of 7
Rev. 05-2012
reasonably requested. Contracting Party will include this provision in all contracts with
permitted subcontractors.
22. LIMITATIONS: The Parties are aware that there are constitutional and
statutory limitations on the authority of University (a state agency) to enter into certain
terms and conditions of the Agreement, including, but not limited to, those terms and
conditions relating to liens on University’s property; disclaimers and limitations of
warranties; disclaimers and limitations of liability for damages; waivers, disclaimers and
limitations of legal rights, remedies, requirements and processes; limitations of periods to
bring legal action; granting control of litigation or settlement to another party; liability for
acts or omissions of third parties; payment of attorneys’ fees; dispute resolution;
indemnities; and confidentiality (collectively, the “Limitations”), and terms and conditions
related to the Limitations will not be binding on University except to the extent authorized
by the laws and Constitution of the State of Texas.
23. SOVEREIGN IMMUNITY: Except as otherwise provided by Texas law,
neither the execution of the Agreement by University nor any other conduct, action or
inaction of any University representative relating to the Agreement is a waiver of sovereign
immunity by University or the State of Texas.
24. REPRESENTATIONS BY CONTRACTING PARTY: Contracting Party
represents and warrants that it will obtain and maintain in effect, and pay the cost of all
licenses, permits or certifications that may be necessary for Contracting Party’s
performance of this Agreement. If Contracting Party is a business entity, Contracting Party
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; 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 and is
authorized to execute this Agreement according to its terms on behalf of Contracting Party.
25. ELIGIBILITY TO RECEIVE PAYMENT: Pursuant to Texas Family Code
Section 231.006, Texas Government Code Sections 2155.004 and 2155.006, Contracting
Party certifies that it is not ineligible to receive the Agreement and payments pursuant to
the Agreement and acknowledges that the Agreement may be terminated and payment
withheld if this representation and warranty is inaccurate.
26. PAYMENT OF DEBT/DELINQUENCY TO STATE: Contracting Party
certifies that it is not indebted to the State of Texas and is current on all taxes owed to the
State of Texas. Contracting Party agrees that any payments owing to Contracting Party
under the Agreement may be applied directly toward any debt or delinquency that
Contracting Party owes the State of Texas or any agency of the State of Texas regardless of
Office of the General Counsel TSUOGC-S-0611-044
Vendor Agreement Page 6 of 7
Rev. 05-2012
when it arises, until such debt or delinquency is paid in full. (Texas Government Code,
Sections 2107.008 and 2252.903).
27. PRODUCTS AND MATERIALS PRODUCED IN TEXAS: If Contracting
Party will provide services under the Agreement, Contracting Party covenants and agrees
that in performing its duties and obligations under the Agreement, it will purchase products
and materials produced in Texas when such products and materials are available at a price
and delivery time comparable to products and materials produced outside of Texas.
28. TRAVEL EXPENSES: If the Agreement requires University to reimburse for
travel expenses, the Contracting party shall invoice all requests for reimbursement in
accordance with the State of Texas travel, meal and lodging reimbursement guidelines
applicable to State of Texas employees.
29. RISK OF LOSS: All work performed by Contracting Party pursuant to the
Agreement will be at Contracting Party’s exclusive risk until final and complete acceptance
of the work by University. In the case of any loss or damage to the work prior to
University’s acceptance, such loss or damage will be Contracting Party’s responsibility.
30. PUBLICITY: Contracting Party shall not use University’s name, logo or
likeness in any press release, marketing materials or other public announcement without
receiving University’s prior written approval.
31. LEGAL CONSTRUCTION/SEVERABILITY: In the event that any one or
more of the provisions contained in this contract shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall
not affect any other provision, and this contract shall be construed as if such invalid, illegal
or unenforceable provisions had never been contained in it. To this end, the provisions of
this contract are declared to be severable. The Parties may mutually agree to renegotiate the
contract to cure such illegality/invalidity or unconstitutionality if such may be reasonably
accomplished.
32. NON-WAIVER: No covenant or condition of this Agreement may be waived
except by written consent of the waiving party. Forbearance or indulgence by one party in
any regard whatsoever shall not constitute a waiver of the covenant or condition to be
performed by the other party.
34. ENTIRE AGREEMENT: This contract constitutes the entire contract and
supersedes all prior or contemporaneous agreements, whether written or oral, between the
parties. Verbal representations not contained herein shall not be binding on the parties
unless acknowledged by them in writing.
Office of the General Counsel TSUOGC-S-0611-044
Vendor Agreement Page 7 of 7
Rev. 05-2012
35. AUTHORITY: The person signing below on behalf of University and
Contracting Party warrants that he/she has the authority to execute this contract according
to its terms.
36. AMENDMENT: This Agreement may be changed, amended, modified,
extended or assigned only by mutual consent of the parties provided that consent shall be in
writing and executed by the parties hereto prior to the time such change shall take effect.
37. BINDING AGREEMENT: This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, University and Contracting Party, by and through
their duly authorized officers and representatives, have executed this Agreement as of the
date first above written.
TEXAS SOUTHERN UNIVERSITY CONTRACTING PARTY:
___________________________________
By: _______________________________ By: ______________________________
Title: ______________________________ Title: _____________________________
Date: ____________ Date: ___________
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VENDOR AGREEMENT Southern University (University), located in Houston, (Texas Southern University)

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Completed 2 February 2021

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