Choice of Law and Forum

This Contract shall be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky. Any action brought against the University on the Contract, including, but not limited to, actions either for breach of contract or for enforcement of the contract, shall be brought in Franklin Circuit Court, Franklin County, Kentucky, in accordance with KRS 45A.245.

Dispute Resolution

The Parties to this Agreement agree that in the event that a dispute arises between them out of or relating to this Agreement, every effort should be made to amicably resolve such dispute prior to initiating litigation. To that end, the Parties agree that the following steps must be taken prior to either Party initiating any litigation:

  • First, the Parties agree to discuss the dispute at an in-person meeting that includes one or more representative(s) from each Party who have knowledge of the circumstances giving rise to the dispute and who have authority to resolve the dispute.
  • If the in-person meeting does not result in a resolution of the dispute, the Parties agree to engage in non-binding mediation conducted by an agreed mediator having experience and expertise in similar commercial contract disputes.

Cancellation

Cancellation for Convenience — Pursuant to KRS 45A.695(1), Kentucky State University reserves the right to terminate this PSC without cause through thirty (30) days' written notice. Upon the Contractor's receipt of a "notice of termination," the Contractor shall discontinue all services with respect to the applicable Contract. The cost of any agreed upon services provided by the Contractor prior to cancellation will be calculated at the mutually agreed rate prior to the "notice of termination."

Cancellation for Non-Performance, Default — Kentucky State University may terminate the PSC for non-performance, as determined by the University, for causes such as:

  • Failure to provide satisfactory quality of service, including: (1) failure to maintain adequate personnel to timely and satisfactorily perform its obligations hereunder (whether arising from labor disputes or otherwise); (2) any substantial change in ownership or proprietorship of the Contractor which, in the reasonable opinion of the University, results in Contractor being unable to perform its obligations hereunder; or (3) material failure to comply with the terms of this Contract.
  • Failure to keep or perform (within the time period set forth herein), or violation of, any of the covenants, conditions, provisions, or agreements contained herein.
  • Adjudication as a voluntarily bankrupt, making a transfer in fraud of its creditors, filing a petition under any section from time to time—or under any similar law or statute of the United States or any state thereof—or if an order for relief shall be entered against the Contractor in any proceeding filed by or against the Contractor thereunder. In the event of any such involuntary bankruptcy proceeding being instituted against the Contractor, the filing of such involuntary petition shall not be considered an event of default until sixty (60) days after the filing of said petition so that the Contractor might have, during that sixty-day period, the