Independent Contractor Agreement - Performances at the University
This Agreement is entered as of the date of full execution between Salisbury University, 1101 Camden Avenue, Salisbury, Maryland 21801. a constituent institution of higher education in the University System of Maryland (“U SM”) and an agency of the State of Maryland (hereinafter “the University”) and (hereinafter “Contractor”). [CHOOSE ONE - 1} an individual or 2} a corporation Organized and existing under the laws of the State of' with principal offices located at , and authorized to do business in the State of Maryland]. ln consideration of the mutual promises and conditions contained herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby mutually acknowledged, University and Contractor (collectively. the “Parties”) mutually agree as follows:
1. Scope and Term of Services
Contractor will provide the following services (“Services") :
_________________________________________________________[INCLUDE DESCRIPTION OF PERFORMANCE, DATES AND TIMES OF PERFORMANCE, INCLUDING DESIGNATED TIME FOR ARRIVAL. SETUP AND ”TEAR-DOWN"].
_________________________________________________________[INCLUDE DESCRIPTION OF PERFORMANCE, DATES AND TIMES OF PERFORMANCE, INCLUDING DESIGNATED TIME FOR ARRIVAL. SETUP AND ”TEAR-DOWN"].
2. Compensation and Method of Payment
The Contractor shall be paid _________________ . The University will not be responsible for any additional expenses incurred by the contractor.
Payments to the Contractor pursuant to this Agreement shall be made no later than thirty (30) days after the University’s receipt of a proper invoice and a signed Independent Contractor Agreement from the Contractor. University shall in no event and under no circumstances pay any deposits. Any payments shall be made only after full performance of the Agreement by Contractor. Charges for late payment of invoices, other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited.
Contractor shall not be entitled to any compensation in the event of a failure or refusal to perform services hereunder, whether because of illness, accident, inability, or otherwise. Notice in writing by certified mail, return receipt requested. of inability to perform services must be received by the University, attention Jeff Canada, Interim Director of‘Procurement, at least seven (7) business days prior to thedate of performance.
Contractor’s Federal Tax Identification Number (“FEIN”) (or Social Security Number ("SSN"), if an
individual is:_____________________________________________
Payments to the Contractor pursuant to this Agreement shall be made no later than thirty (30) days after the University’s receipt of a proper invoice and a signed Independent Contractor Agreement from the Contractor. University shall in no event and under no circumstances pay any deposits. Any payments shall be made only after full performance of the Agreement by Contractor. Charges for late payment of invoices, other than as prescribed by Title 15, Subtitle 1, of the State Finance and Procurement Article, Annotated Code of Maryland, are prohibited.
Contractor shall not be entitled to any compensation in the event of a failure or refusal to perform services hereunder, whether because of illness, accident, inability, or otherwise. Notice in writing by certified mail, return receipt requested. of inability to perform services must be received by the University, attention Jeff Canada, Interim Director of‘Procurement, at least seven (7) business days prior to thedate of performance.
Contractor’s Federal Tax Identification Number (“FEIN”) (or Social Security Number ("SSN"), if an
individual is:_____________________________________________
3. Contractor Invoice
One original copy of an Invoice shall be sent to Salisbury University, Accounts Payable, P 0 Box 2195, Salisbury, MD 21802-2195. The Agreement number must appear on all Invoices. Contractor agrees to include on the face of all Invoices billed to the University its FEIN or SSN, as appropriate. Contractor must also attach its W-9. to the Invoice.
4. Specifications
Contractor shall render the Services provided in the Scope of Services that the Contractor or University’s approved subcontractors/agents render under this Agreement. Unless otherwise agreed by the Parties, the Contractor will provide all necessary equipment, includingbut not limited to musical instruments, costumes, props, audio visual aids, demonstration media, fixtures, stage sets, and devices. Any and all publicity by means of poster, newspaper, radio, television or otherwise, shall be at the sole discretion and control of the University and is subject to any rules and regulations formulated by the University. Any technical specifications required by the Contractor will be negotiated by the Parties, as apprOpri ate, and if agreed upon, attached and incorporated herein as Attachment A. Any attached terms or rider between the University and Contractor pertaining to the performance under this Agreement shall be deemed supplemental and subordinate to this Agreement. The terms and conditions of this Agreement, and the rights, privileges, duties and obligations arising pursuant thereto, shall be controlling in the event of conflict.
Unless otherwise specified, the University shall control and provide security and any security plan for the perfonnance venue when the performance takes place on University property. The Contractor shall be responsible for retaining all other security and/or personal security needed for the. event, Contractor, Contractor’s staff, and for Contractor's property. Contractor retained security shall coordinate with the University in the provision of any security services on University property.
Contractor shall arrive for the perfonnance. free from the influence. of alcohol and illegal drugs and shall not become under the influence of alcohol or drugs while performing. If Contractor arrives for the performance noticeably under the influence of alcohol or drugs or becomes intoxicated or under the influence of substances during the performance, the University reserves the right to cancel the performance at any time with no University liability.
Unless otherwise specified, the University shall control and provide security and any security plan for the perfonnance venue when the performance takes place on University property. The Contractor shall be responsible for retaining all other security and/or personal security needed for the. event, Contractor, Contractor’s staff, and for Contractor's property. Contractor retained security shall coordinate with the University in the provision of any security services on University property.
Contractor shall arrive for the perfonnance. free from the influence. of alcohol and illegal drugs and shall not become under the influence of alcohol or drugs while performing. If Contractor arrives for the performance noticeably under the influence of alcohol or drugs or becomes intoxicated or under the influence of substances during the performance, the University reserves the right to cancel the performance at any time with no University liability.
5. University Project Manager
___________________________________________________will serve as the project manager for the University. The project manager will coordinate work directly with the Contractor.
6. Maryland Law Prevails
This Agreement and its construction shall be governed by the laws of the State of Maryland without regard to conflicts of law principles, and any interpretation, claim or dispute arising out of this Agreement shall be filed in a Maryland court of competent jurisdiction.
7. Independent Contractor
It is understood and agreed that Contractor is an independent contractor and not an employee of the University. The University will not withhold income taxes, social security or any other sums front the payments made to the Contractor herein. The Contractor shall in no way hold himself out to any third person as an agent of the University. All persons furnished by Contractor shall be considered solely its employees or agents and Contractor shall be responsible for payment of all unemployment, social Security and other payroll taxes, includingmaking contributions when required by law. No Party hereto shall have the right to
bind the other to any agreement with a third party or to incur any obligation or liability on behalf of another Party. Contractor agrees that except for the temts of this Agreement, it will neither state nor imply, directly or indirectly. that it is supported, endorsed or sponsored by University and upon University’s direction, it shall issue express disclaimers to that effect.
bind the other to any agreement with a third party or to incur any obligation or liability on behalf of another Party. Contractor agrees that except for the temts of this Agreement, it will neither state nor imply, directly or indirectly. that it is supported, endorsed or sponsored by University and upon University’s direction, it shall issue express disclaimers to that effect.
8. Insurance (Contractor will sign Waiver)
Where the Contractor requires the use of a vehicle in the performance of work under this Agreement, the Contractor shall, at all times during the term hereof and at Contractor’s oWn expense, keep in full force and effect automobile insurance, in amounts acceptable under State law, for property damage, bodily inj ury and death. The Contractor shall provide University with evidence of such insurance upon request.
Unless this requirement is waivedinwiiting by the University’ sVice President of Administration &Finance, Contractor shall also maintain. during the term hereof. a comprehensive commercial general liability insurance policy covering all activities under this Agreement in the following minimum amounts: (i) One Million Dollars ($1,000,00oDO} peroccurrence and Three Million Dollars ($3,000,000.00}
Contractor shall list the University, the USM. and its Board of Regents as additional insureds on such policy. Contractor shall also maintain Workmen’s Compensation coverage in amounts as required by applicable State law. Contractor shall also require its subcontractors, if any, who enter University premises to maintain such insurance. Contractor and its subcontractors shall furnish the University. upon execution of this Agreement and upon request, with copies of policies or other satisfactory proof of insurance.
In this Agreement, the Vice President of Administration and Finance has waived the insurance requirement
provided the Contractor signs the-attached Waiver of Responsibility for Insurance Claims.
Unless this requirement is waivedinwiiting by the University’ sVice President of Administration &Finance, Contractor shall also maintain. during the term hereof. a comprehensive commercial general liability insurance policy covering all activities under this Agreement in the following minimum amounts: (i) One Million Dollars ($1,000,00oDO} peroccurrence and Three Million Dollars ($3,000,000.00}
Contractor shall list the University, the USM. and its Board of Regents as additional insureds on such policy. Contractor shall also maintain Workmen’s Compensation coverage in amounts as required by applicable State law. Contractor shall also require its subcontractors, if any, who enter University premises to maintain such insurance. Contractor and its subcontractors shall furnish the University. upon execution of this Agreement and upon request, with copies of policies or other satisfactory proof of insurance.
In this Agreement, the Vice President of Administration and Finance has waived the insurance requirement
provided the Contractor signs the-attached Waiver of Responsibility for Insurance Claims.
9. Disputes
Any claim arisin g out of this Agreement shall be administered in accordance with the University System of Maryland Procurement Policies and Procedures, Section X - Protests and Claims. Detail is available by accessing the following web site: httpzllwww.usmd.edulregents/bylaWSISectionVIII/V111300. Pending resolution of a cl aim, the Contractor shall proceed diligently with the, performance of the Agreement.
10. Termination for Convenience
Upon written notice to the Contractor. the University may terminate this Agreement, in whole or in part. in its sole discretion at any tune.
11. Arrearages
By signing this Agreement, Contractor represents that it is not in arrears in the payment of any obligation due and owing the, State of Maryland. including the payment of taxes and employee benefits. and that it shall not become so in arrears during the term of the Agreement.
12. Compliance with Laws
The Contractor hereby represents and warrants that:
I. It is qualified to do business in thestate of Maryland and that it will take such actions as, from time to time hereafter, may be necessary to remain so qualified;
II. It shall comply with the University’s regulations and all federal, State and local laws, regulations, and ordinances applicable to its activities and obligations under this Agreement;
III. it shall obtain, at its expense, all licenses, permits, insurance and governmental approvals, if any, necessary to the performance of its obligations under this Agreement;
IV. It shall comply with background checks, training and reporting of suspected child abuse and neglect in accordance with Maryland law and University policy;
V. The Contractor agrees not to
discriminate. in any manner against an employee or applicant on the grounds of race, color, religion, creed, age, sex, marital status, national origin, ancestry, disability, sexual orientation, gender identity, genetic identity, political affiliation or Veteran status and such other characteristics as may be protected bylaw during the term of this Agreement.
I. It is qualified to do business in thestate of Maryland and that it will take such actions as, from time to time hereafter, may be necessary to remain so qualified;
II. It shall comply with the University’s regulations and all federal, State and local laws, regulations, and ordinances applicable to its activities and obligations under this Agreement;
III. it shall obtain, at its expense, all licenses, permits, insurance and governmental approvals, if any, necessary to the performance of its obligations under this Agreement;
IV. It shall comply with background checks, training and reporting of suspected child abuse and neglect in accordance with Maryland law and University policy;
V. The Contractor agrees not to
discriminate. in any manner against an employee or applicant on the grounds of race, color, religion, creed, age, sex, marital status, national origin, ancestry, disability, sexual orientation, gender identity, genetic identity, political affiliation or Veteran status and such other characteristics as may be protected bylaw during the term of this Agreement.
13. Non-Hi ring of Employees
No employee of the State of Maryland or any unit thereof, whose duties as such employee include matters relating to or affecting the subject matter of this Agreement, shall, while so employed, become or be an employee of the party" or parties hereby" contracting with the State of Maryland or any unit there of
14. Retention of Records
The Contractor shall retain and maintain all records and documents relating to this Purchase Order for three years after final payment by the. State hereunder or any applicable statute oflimitations, whichever is longer, and shall make them available for inspection and audit by authorized representatives of the State, including the procurement officer or design ee, at all reasonable times.