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13. Assignment and Successors: Antitrust Claims. The vender ;nail nc[ assign rights or delegate duties under [hls purchase order, or subcontract any part of the performance required under the purchase order, without the express. written consent of the State. which shall net be unreasonably withheld. This purchase order shall inure to the benefit cf and he binding upon the parties hereto and !heir respective successors and assigns. Assignment of accounts recerraCle may be made only with written retire furnisher ;d a^e purchasing agency or institution. 1<. Indemnification. In the event any article scltl or deliverer under this purchase order is covered by any paten[, ccpynght, traeemar:<, cr application therefor, the vendor will indemnify and held 'harmless the State of Colorado from any and all Icss, liability, test, expenses and legal fees incurred on account of any claims, legal actions, er judgments arising out of manufacture, sale or use of such article in violation, infringement or the like cf rights under such patent, copyright. trademark or application. If this purchase order is for services, to the extent authorizetl by law, the vendor shall inCemnih~. save, and 'hold harmless the State, its employees antl agents. against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees incurred as a result of any act or omission by the vendor, or its employees, agents, subcontractors or assignees arising out of or in connection with performance of services ordered by this purchase order. 15. INDEPENDENT CONTRACTOR. THE VENDOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE. NEITHER THE VENDOR NOR ANY AGENT OR EMPLOYEE OF THE VENDOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE. VENDOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX WITHHOLDING INCLUDING ALL FEDERAL AND STATE INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID PURSUANT TO THIS CONTRACT. VENDOR ACKNOWLEDGES THAT THE VENDOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE VENDOR OR A THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE. VENDOR SHALL HAVE NO AUTHORIZATION EXPRESS OR IMPLIED TO BIND THE STATE TO ANY AGREEMENTS, LIABILITY, OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN. VENDOR SHALL PROVIDE AND KEEP IN FORCE, WORKERS' COMPENSATION (AND SHOW PROOF OF SUCH INSURANCE UPON REQUEST) AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REOUIRED BY LAW, AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF VENDOR, ITS EMPLOYEES, AND AGENTS. 16. Communication. All communications, including reports, notices, and advice of any nature, concerning administration of this purchase ortler, prepared by vendor for the state agency's use, must be furnished solely to the Purchasing Agent within the agency purchasing ofilce. 17. Compliance with Laws. Vendor agrees to comply with all applicable federal and state laws, regulations and policies, as amended, including those regarding discrimination, unfair labor practices, anti-kick-back and collusion. 18. Americans with Disabilities Act (ADA) Requirements. If ;his solicitation contemplates the provision of state services to the public. the vendor shall, in addition to any other requirements under Title 11 of fhe Americans with Disabilities AC. compiv with the Title tt requirements of the Americans with Disabilities Act regarding the accessibility of the State's services antl programs, as an explicit requirement. The vendor assures that, at all times during the pedermance of any resulting contract, ^o qualified individual ~rvrth ; disability sha11, by reason of that disability. be exc!uCed ircr.. oartiapation in, or be dented benenls of sernces, programs, or aaiviries performed by ;he vendor fcr :he Ce sent of the State. t5. Insurance. The vender shall obtain, and maintain at all times during the term of this purchase order, insurance as specfed in the solicitation or order, and ;hall oroviCe proof of s,_ch cpverage. 2^. Termination Far OefaulVCause. a. Except as cthervise agreed, the Uniform Commercial CcCe shall govern in the case of transacions in gceds. In the case of services, if the vender refuses or fads to timely perform any of the prcvistons of ;his purchhase order. with such tliligence as will ensure its completion within the time speared in this purchase order, the Purchasing Agent may notlfy the vendor in venting of the non- performance, antl if not promptly correCed within the time specified, such off car may !erminate the vendor's right to proceed with the purchase order a sorb part of the purchase order as :o which there has been delay or a failure to property per,"arm. The vender shalt continue performance of the purchase order to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goads or services elsewhere. Payment for completed services perfermeC and accepted shall be at the purchase order pace. b. In the case of remedies exercised under this paragraph far services, or analcgdus remedies exercised under the Uniform Commercial Ccde for transactions in gootls. the purchasing agency may withhold amounts due to the vendor as the Purchasing Agent deems to be necessary to reimburse the purchasing agency for the excess casts incurred in curing, completing or procuring similar goods and services. c. In the case of either transactions in goods or services, the vendor shall not be in default by reason of any failure in performance of this purchase order in-accordance with its terms if such failure arises out of acs of God; acs of the public enemy; acs of the State and any governmental entibj in its sovereign or contractual capacity; Tres; floods; epidemics; quarantine restrictions: strikes or other labor disputes; freight embargoes; or unusually severe weather. d. If after rejection, revocation, or other termination of the vendor's right to proceed under the provisions of the Uniform Commercial Code (in the case of transactions in goods) or this clause (in the case of services), it is determined for any reason that the vendor was not in default under the provisions of :his clause, or that the delay was excusable. the rights and obligations of the parties shall be the same as if [he notice of termination had been issued pursuant to the termination for convenience clause. 21. Termination For Convenience. a. Cancellation Prior to Contract Formation. When this purchase ortler is not accepted 6y wntten acknowledgment, this purchase order may be canceled by written or oral notice to the vendor prior to shipment of goods or beginning of performance of services. b. Termination ARer Contract Formation. Unless otherwise agreed in writing, in addition to the rights and remedies governing transactions in goods in the Uniform Commercial Code, the Purchasing Agent may when fhe interests of the purchasing agency so require terminate this purchase order in whole or in part. for the convenience of the agency or institution. The Purchasing Agent shall give written notice of the termination to the vendor speGfying the pan of the purchase order terminated and when termination becomes effective. Upon receipt of the notice of termination, the vender shall incur no further cbligatiors except ;o the extent necessary Ic mdigate costs of performancd. In the case of services ar speaally manufac:ur=_d gccds. G,e State ;hall pay reasonable sett!ern=_nt expenses, [h=_ cpr,;ract Fnce or rate fcr supplies antl services delivereC and accepted the reasonable costs or performance on unaccepted supplies and services, and a reasonable profit for that unacceptetl work, in accordance with the cost principles promulgated in accordance :vith cecaer. 2a-+.07-1C1, Colorado Revised Statutes, as amended. In the case of existing