Internal Routing Page - WSSU

Internal Routing PageAccount Number Fund Number

The following departments have reviewed the Agreement:

1. Winston-Salem State University Dean (Academic) /Department Head (Administrative)

_______________________________________________________________ ________________________ Signature Date

2. Winston-Salem State University Vice-Chancellor

_______________________________________________________________ ________________________ Signature Date

3. Winston-Salem State University Information Technology (If Applicable)

_______________________________________________________________ ________________________ Signature Date

4. Winston-Salem State University Integrated Marketing Communication (If Applicable)

_______________________________________________________________ ________________________ Signature Date

5. Winston-Salem State University Purchasing Department

_______________________________________________________________ ________________________ Signature Date

6. Winston-Salem State University Controller (If Applicable)

_______________________________________________________________ ________________________ Signature Date

7. Winston-Salem State University Office of Legal Affairs (Approved as to Form)

_______________________________________________________________ ________________________ Signature Date

Business Justification

Sept 2021

CONTRACTUAL SERVICES AGREEMENT

ACCOUNT NUMBER FUND NUMBER

The Agreement (“Agreement”) is between Winston-Salem State University, a constituent institution of the University of North Carolina (“WSSU”), and Name: (“Contractor”)

Address:

City: State: Zip Code: .

Contractor has authority to do business in and with the State of North Carolina and has authority to enter into this Contractual Services Agreement under the following terms and conditions.

PERIOD OF THIS AGREEMENT:

to 1. SCOPE OF SERVICES. Contractor shall perform the following services in a manner satisfactory

to WSSU and consistent with the applicable industry standards (the “Services”):

Sept 2021 Page 1 of 6

2. PAYMENT. WSSU shall pay Contractor dollars (the“Fee”) for the Services. Payment of the Fee requires full execution of this Agreement, receiptof invoices, and completion and acceptance of the Services. The Fee is all-inclusive andWSSU is not responsible for any additional or out of pocket expenses unless specified in thisAgreement. Contractor shall submit documentation as requested by WSSU to support anyreimbursement(s) explicitly stated in this Agreement. Any payments by WSSU under thisAgreement that are due beyond the current fiscal year are conditioned on appropriation fromthe State of North Carolina of sufficient funds to cover the purposes set forth in thisAgreement.

3. INVOICES. Invoices must be mailed to Disbursement Services upon completion of the servicesdescribed herein. WSSU will pay the terms as stated on the invoice. If no terms are specified onthe invoice, WSSU default is Net 30 days. All invoices subject to a prompt payment discount,the discount period will be calculated from the date a correct invoice is received or the date theservice is received, whichever is later.

4. CONTRACT ADMINISTRATORS.The Contract Administrator for WSSU is:

The Contract Administrator for Contractor is:

5. INDEPENDENT CONTRACTOR STATUS. Contractor is solely an independent contractor ofWSSU. Furthermore, Contractor represents and warrants that Contractor is not a currentemployee of WSSU. Nothing shall be construed to create a joint venture, partnership, oragency relationship between the parties.

6. ADDITIONAL PERSONNEL. Contractor is wholly responsible for performance of theServices. Contractor shall secure all personnel required to perform the Services atContractor’s own expense. Such personnel will not be employees of or have any contractualrelationship with WSSU. The Contractor warrants that it is the lawful agent for any thirdparties used to fulfill obligations under this Agreement.

7. BACKGROUND CHECK. Contractor is responsible for the performance of all individualsperforming Services under this Agreement. Prior to commencing any Services, Contractor willat its expense (a) provide WSSU with a list ("List") of all individuals who may be assigned toperform Services, and (b) have an appropriate criminal background screening performed inline with WSSU standards for employment, concerning each individual. Contractor will notknowingly assign any individual to provide Services who has a history of unacceptablecriminal conduct, including violent or sexual offenses. Contractor will update the List eachtime there is a change in the individuals assigned to perform Services. In addition, Contractorshall not tolerate any prohibited behavior on the jobsite and shall immediately remove from


the jobsite any direct or indirect employee who is found to be engaging in any prohibited behavior.

8. TAXES. Contractor will be sent a form 1099-Misc. if payments to Contractor during theyear total more than six hundred dollars ($600.00). If Contractor is a nonresident of NorthCarolina and is not exempt from withholding, WSSU shall withhold four percent (4%) frompayments greater than one thousand five hundred dollars ($1,500) in accordance withN.C. General Statutes § 105-163.3. If Contractor is exempt from taxation or withholding,Contractor must provide to WSSU documentation of such upon execution of this Agreement.

9. ASSIGNMENT & DELEGATION. The Services to be performed under this Agreement byContractor or Contractor’s personnel secured pursuant to this Agreement are personal innature and may not be delegated or subcontracted without WSSU’s prior written consent.

10. FORCE MAJEURE. Contractor and WSSU will be relieved of their obligations under thisAgreement if either is prevented from performing its obligations by any act of war, hostileforeign action, nuclear explosion, riot, strikes, civil insurrection, mandatory governmentalaction, earthquake, hurricane, tornado, decisions of public or University authorities(including, but not limited to, quarantines), or other catastrophic natural or supernatural eventsbeyond the reasonable control of either party.

11. TERMINATION. WSSU may terminate the parties’ obligations by giving written noticeto Contractor of termination and specifying the effective date of termination. WSSUshall compensate Contractor for work properly performed prior to termination. In thecase of damage caused by the Contractor, WSSU may withhold payment for the purpose ofsetoff until WSSU can determine the exact amount of liability and damages due.

12. COPYRIGHT OWNERSHIP. The copyright in all works of authorship (“Works”) or portionsof works of authorship (“Contributions”) created by Contractor, or on Contractor’s behalf,under this Agreement is governed by WSSU’s Copyright Use and Ownership Policy and thePatent and Copyright Policies of The University of North Carolina Board of Governors. AllWorks and Contributions are “works made for hire” within the meaning of 17 U.S.C. §§ 101& 201. Contractor shall, and hereby does, assign Contractor’s entire right, title, andinterest in the copyright to the Works or Contributions and all works, rights, and interestsbased upon, derived from, or incorporating the Works or Contributions.

13. NOTICE. Any notices pursuant to this agreement must be given to the ContractAdministrators named herein via the United States Postal Service or hand delivery. Noticewill be deemed received on the completion of the third (3rd) business day following thedocumented date of deposit with the United States Postal Service.

14. COMPLIANCE. Contractor shall comply with all laws (including, but not limited to,equal employment opportunity laws), ordinances, codes, rules, regulations, and licensingrequirements applicable to the performance of this Agreement, including those of federal,State, and local agencies.

15. AUDITOR’S ACCESS. Auditors for the State of North Carolina or WSSU shall have accessto persons and records resulting from this Agreement in accordance with N.C.G.S. § 147-64.7.


16. EQUAL OPPORTUNITY FOR VEVRAA PROTECTED VETERANS. This contractor andsubcontractor shall abide by the requirements of 41 CFR 60-300.5(a). This regulationprohibits discrimination against qualified protected veterans and requires affirmativeaction by covered prime contractors and subcontractors to employ and advance inemployment qualified protected veterans.

17. EEO/DEI COMMITMENT. This contractor shall abide by WSSU policies on EqualEmployment Opportunity & Non-Discrimination, Diversity, Equity, and Inclusion, andUnlawful Workplace Harassment. These policies prohibit discrimination against qualifiedindividuals based on race, color, national origin, creed, religion, sex, sexual orientation, age,veteran status, disability, genetic information, or political affiliation, except where religion,sex, or age are bona fide job-related employment requirements. Moreover, the contractor isencouraged to take affirmative action to employ and advance in employment individualswithout regard to race, color, national origin, creed, religion, sex, sexual orientation, age,veteran status, disability, genetic information, or political affiliation, except where religion,sex or age are bona fide job-related employment requirements.

18. CONFIDENTIALITY. Contractor agrees that all knowledge, data, instruments, or documentsreceived from WSSU or other WSSU contractors, by virtue of the performance of thisAgreement, are confidential. This information must be held in confidence by Contractor solelyfor WSSU’s benefit and use and may not be used by Contractor or disclosed except withWSSU’s prior written permission. If WSSU provides Contractor personal identifiers, asdefined by N.C.G.S. § 132-1.10, or other legally confidential information, including, but notlimited to social security numbers, Contractor warrants this information is necessary for theperformance of this Agreement.

19. INSURANCE. Contractor, at its sole cost and expense, shall be responsible for securing anyand all insurance of such type and with such terms and limits as may be reasonablyassociated with its line of business.

20. AMENDMENTS. Any modifications to this Agreement, including, but not limited to,modifications made on the face of this Agreement must be in writing signed by both parties.

21. INDEMNITY & REIMBURSEMENT. Contractor shall indemnify WSSU, its Trustees,officers, agents, and employees from any claims, suits, damages, liabilities, injuries,expenses (including, without limitation, reasonable attorney’s fees), or losses arising out of orresulting from the negligent acts or omissions of Contractor, Contractor’s agents, orContractor’s employees during the performance of this Agreement.

22. CHOICE OF LAW. This Agreement, and all claims arising under and related to thisAgreement, will be governed by, construed, and interpreted in accordance with the laws ofNorth Carolina in court of competent jurisdiction in Forsyth County, North Carolina.

23. MERGER. This Agreement states the final and exclusive agreement between the partiesand supersedes all prior negotiations and agreements for the Services.

24. SEVERABILITY. If any provisions or portions thereof are declared invalid, illegal, orunenforceable, this Agreement will be construed as if such invalid, illegal, or unenforceableprovisions were removed.

25. HEADINGS. The headings of the sections, paragraphs, and subparagraphs of this Agreementare for convenience only and do not affect the construction or interpretation of anyprovisions.


https://132-1.10

SIGNATURE PAGE

This agreement will become effective when both parties have signed it. The signatories below warrant that they have authority to bind the parties.

CONTRACTOR

By: Signature Date

Name & Title (Printed)

__________________________________________________ _____________________


WINSTON-SALEM STATE UNIVERSITY

By: Vice-Chancellor for Finance & Administration Date

Internal Routing Page - WSSU

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