payable no later than May 31, 2026, or immediately upon termination of this Contract, whichever occurs first. Schedule C shall be updated as necessary to reflect updates to the Past-Due Balance, Deferred Payments, any payments made towards the Past-Due Balance and/or Deferred Payments, interest accruals, and as updated, shall constitute the binding statement of amounts owed under this Contract without the need for further amendment of this Contract.

H. No Offset

Payments shall be made without offset, deduction, or counterclaim, except as expressly permitted.

1. Terms and Conditions

Contract Effective Date

This Personal Service Contract shall be deemed effective upon full execution by the Parties and approval by the Government Contract Review Committee.

Contract

This Personal Service Contract shall represent the entire agreement between the Parties. Prior negotiations, representations, or agreements, either written or oral, between the Parties hereto relating to the subject matter hereof shall have no effect on this Contract.

Contract Term and Renewal Option

The term of the Contract shall be from July 1, 2025, through June 30, 2026.

Renewal options are as described below:

One (1) one-year (1-year) renewal upon mutual written agreement by the Parties and approval by the GCRC.

Changes and Modifications to the Contract

Except for amendments to Schedule C as described in Section IV.G above (which may be effected from time to time by the execution of an updated Schedule C signed by an authorized representative of the University and the Contractor), no modification or change to any provision of the Contract shall be made, or be construed to have been made, unless such modification is mutually agreed to in writing by Kentucky State University and the Contractor and incorporated as a written amendment by Kentucky State University prior to the proposed effective date of such modification or change. Modification shall be subject to prior approval from the University's Purchasing Department, the University's General Counsel, and the Legislative Research Commission, Government Contract Review Committee. Memoranda of understanding, written clarifications, and other correspondence shall not be construed as amendments to the Contract.

Notices

Unless otherwise instructed, all notices, consents, and other communications required and/or permitted by the Contract shall be in writing. After the award of the Contract, all communications of a contractual or legal nature shall be directed to the University's General Counsel.

V. Personal Service Contract (PSC) Standard Terms and Conditions

Whereas, the First Party, Kentucky State University, has concluded that University personnel are not available to perform said functions or that it would not be feasible to utilize University personnel to perform said functions; and