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Standard Addendum To Contract
Standard Addendum To Contract
This Standard Contract Addendum ("Addendum") is entered into by and between Angelo State University
(“University”) and ______________________ (“Contractor) and is incorporated by reference into the
attached agreement titled “______________________ between University and Contractor (the
“Agreement”). University and Contractor may be referred to singularly as a "Party" and collectively as
the "Parties."
In the event there is a conflict between the terms and conditions of the Agreement and this Addendum,
this Addendum will control.
1. If Contractor is a business entity, it represents that: (i) it is duly organized, validly existing and in good
standing under the laws of the state of its organization; (ii) it is authorized and in good standing to
conduct business in the State of Texas; (iii) it has all necessary power and has received all necessary
approvals to execute and perform its obligations in the Agreement; and (iv) the individual executing the
Agreement and this Addendum on behalf of Contractor is authorized to do so.
2. Payment will be made in accordance with the Terms of University’s purchase order, and will be
governed by Chapter 2251 of the Texas Government Code. University agrees to make payment
within thirty (30) days of receipt of a properly submitted, itemized invoice from the
Contractor. The invoice must reference the University’s purchase order number and must
agree in all respects to the requirements and fee schedules set forth in the Agreement. Final
payment is contingent upon satisfactory receipt of the final work product and a final itemized
invoice for services. Invoices shall be mailed to ASU Station #11034, San Angelo, Texas
76909-1034.
3. By entering into or performing under the Agreement, Contractor certifies that under Section 231.006 of
the Texas Family Code and under Section 2155.004 of the Texas Government code, Contractor is not
ineligible to receive the specified payment and acknowledges that the Agreement may be terminated
and payment may be withheld if this certification is inaccurate. Contractor also certifies that it is in
good standing, not indebted to the State of Texas, and current on all taxes owed to the State of Texas.
4. As a state agency, University is exempt from the payment of taxes and will provide documentation upon
request confirming its tax exempt status.
5. As a state agency, University is not authorized to make advance payments of any nature including, but
not limited to, deposits.
6. If the Agreement requires University to reimburse Contractor for travel expenses, Contractor will use
hotels with state contracts whenever possible and shall invoice all requests for reimbursement in
accordance with the State of Texas travel, meal and lodging reimbursement guidelines. Notwithstanding
the foregoing, if Contractor is unable to obtain state rates through hotels with state contracts, Contractor
may make other reasonable arrangements for lodging and the State of Texas agrees to reimburse
Contractor for such arrangements.
7. University's performance under the Agreement may be dependent upon appropriation of funds by the
Texas State Legislature ("Legislature") and/or allocation of funds by University's Board of Regents
("Board"). If the Legislature fails to appropriate the necessary funds, or the Board fails to allocate the
necessary funds, University may terminate the Agreement without liability by providing written notice to
Contractor.
8. Contractor shall use Texas Government Code, Chapter 2260's dispute resolution process to attempt to
resolve any claim for breach of contract arising under the Agreement that is not resolved in the ordinary
course of business. Chapter 2260 requires Contractor to initiate the process by providing written notice of
a claim and negotiating with University, conditions precedent to the contested case process. Governed by
rules adopted by the Texas Attorney General's Office, the contested case process is Contractor's sole and
exclusive method to seek a remedy for breach, unless, after considering the Administrative Law Judge's
report, the Legislature gives consent for Contractor to sue under Chapter 107 of the Civil Practices and
Remedies Code. An event or claim for breach of contract is not grounds for Contractor to suspend
performance under the Agreement.
9. 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.
10. Contractor shall indemnify and hold harmless University, its component institutions and each of their
directors, officers, agents and employees from and against all liability, loss, expense (including
reasonable litigation costs and attorney fees), or claims for injury or damages arising out of the
performance of the Agreement (collectively, "Claim") to the extent the Claim arises from the
negligence, willful act, breach of contract or violation of law by Contractor, its employees, agents,
contractors or subcontractors.
11. As a state agency, University does not purchase comprehensive or general liability insurance since it
has sovereign immunity except to the extent sovereign immunity is waived by the Texas Civil
Practice and Remedies Code, Governmental Liability, Chapter 101, Tort Claims, with liability limits
as set forth therein. Contractor acknowledges and agrees that this statement satisfies any general
liability insurance obligations of University set forth in the Agreement.
12. As a state agency, University is subject to constitutional and statutory limitations on its ability to
enter into certain contractual terms and conditions, including but not limited to: those related to
University's indemnification of other parties; liability for other parties' acts or omissions; disclaimers
and limitations on other parties' liability; earnest money/deposits; liens on University property;
liquidated damages; waivers, disclaimers, and limitations on legal rights and remedies; granting
control of litigation or settlement to other parties; payment of other parties' attorney fees or court
costs; and those addressed elsewhere in this Addendum (collectively, "Limitations") . Terms and
conditions of the Agreement relating to the Limitations will only be binding on University to the
extent permitted by the Constitution and laws of the State of Texas.
13. None of the following provisions, if they appear in the Agreement, shall have any effect or be
enforceable against University: (i) requiring University to maintain any type of insurance either for
University’s benefit or for Artist/Agency’s benefit; (ii) binding University to any arbitration, to the
decision of any arbitration board, commission, panel or other entity, or to any other alternative dispute
resolution other than is provided below.
14. Contractor represents that it has all intellectual property rights necessary to enter into and perform its
obligations in the Agreement and shall indemnify University against any liability, loss, expense or
claims related to such intellectual property rights and representations.
15. 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.
16. Contractor shall not use University's name, logo or other likeness in any press release, marketing
materials or other public announcement without receiving University's prior written approval.
17. The Agreement and the applicable statute of limitations for any cause of action brought by or against
University pursuant to the Agreement will be governed by the laws of the State of Texas without
regard to choice of law principles. The Parties consent to jurisdiction of the courts in Tom Green
County, Texas, over any proceeding initiated with respect to the Agreement.
18. Prior to termination of Agreement, Contractor will provide copies of all University’s Data in usable
form (flat file, comma separated value, or other common format). At termination of the Agreement,
Vendor will securely delete University’s Data and provide certification of secure deletion of
University’s Data within three (3) business days of termination of Agreement.
19. Termination of the Agreement will not affect the Parties' rights or obligations that, by their nature and
context, are intended to survive termination of the Agreement.
___________________________ ___________________________
Signature Signature
______________________ _________________________
Date Date