_GENERAL DOCUMENTS - C1981017 (274)

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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 REQUIRED 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 order,prepared by vendor for the state agency's use,must be furnished solely to the Purchasing Agent within the agency purchasing office. 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 this solicitation contemplates the provision of state services to the public,the vendor shall, in addition to any other requirements under Title 1 I of the Americans with Disabilities Act,comply with the Title 11 requirements of the Americans with Disabilities Act regarding the accessibility of the State's services and programs,as an explicit requirement.The vendor assures that,at all times during the performance of any resulting contract,no qualified individual with a disability shall,by reason of that disability,be excluded from participation in,or be denied benefits of,services,programs,or activities performed by the vendor for the benefit of the State. 19. Insurance.The vendor shall obtain,and maintain at all times during the term of this purchase order, insurance as specified in the solicitation or order,and shall provide proof of such coverage. 20. Termination For Default/Cause. a. Except as otherwise agreed,the Uniform Commercial Code shall govern in the case of transactions in goods. In the case of services, if the vendor refuses or fails to timely perform any of the provisions of this purchase order,with such diligence as will ensure its completion within the time specified in this purchase order,the Purchasing Agent may notify the vendor in writing of the non-performance, and if not promptly corrected within the time specified,such officer may terminate the vendor's right to proceed with the purchase order or such part of the purchase order as to which there has been delay or a failure to properly perform. The vendor shall continue performance of the purchase order to the extent it is not terminated and shall be liable for excess costs incurred in procuring similar goods or services elsewhere. Payment for completed services performed and accepted shall be at the purchase order price. b. In the case of remedies exercised under this paragraph for services, or analogous remedies exercised under the Uniform Commercial Code for transactions in goods,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 costs 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 and, failure in performance of this purchase order in accordance with its terms if such failure arises out of acts of God;