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Attachment 5 d. If this Agreement is terminated for cause, the AWARDEE shall not be relieved of liability to the STATE for damages sustained because of any breach by the AWARDEE of this Agreement. In such event, the STATE may retain any amounts which may be due and owing to the AWARDEE until such time as the exact amount of damages due to the STATE from the AWARDEE has been determined. The STATE may also set off any damages so determined against the amounts retained. 16. Disputes. No dispute arising under this Agreement may be sued upon by the AWARDEE until after the AWARDEE's written request to the DIRECTOR to informally resolve the dispute is rejected, or until ninety (90) days after the DIRECTOR's receipt of the AWARDEE's written request whichever comes first. While the DIRECTOR considers the AWARDEE's written request, the AWARDEE agrees to proceed diligently with the performance necessary to complete the Project unless otherwise instructed in writing by the DIRECTOR. 17, CrarP RPmeri;PC_ The AWARDEE understands that in the event that it no longer meets all of the standards and conditions set forth in paragraphs 1 and 2 of these General Conditions, or in the event that AWARDEE fails to comply with any of the other requirements, provisions, or conditions set forth in this Agreement, that the STATE may refuse to make further payments to AWARDEE under this Agreement. AWARDEE further understands that pursuant to chapter 42D, Hawaii Revised Statutes, if it is found to have withheld or omitted any material facts or deliberately misrepresented any facts to the STATE, it shall be prohibited from requesting a grant or subsidy or submitting a proposal for a purchase of service agreement from the State of Hawaii for a period of five (5) years after the date of that finding. lg, Mnd;firar;nnc of Agrrtmenr Any modification, alteration, amendment, change, or extension of any term, provision, or condition of this Agreement shall be made only by written amendment to this Agreement, signed by the AWARDEE and the STATE. 19. Nnti Pc Any written notice required to be given by a party to this Agreement shall be (a) delivered personally, or (b) sent by United States first class mail, postage prepaid, to the DIItECTOR at the DIRECTOR'S office in Honolulu, Hawaii, or to the AWARDEE at the AWARDEE's address as indicated in the Agreement. A notice shall be deemed to have been received three (3) days after mailing or at the time of actual receipt, whichever is earlier. The AWARDEE is responsible for notifying the DIRECTOR in writing of any change of address. 20. Waiv r The failure of the STATE to insist upon the strict compliance with any term, provision or condition of this Agreement shall not constitute or be deemed to constitute a waiver or relinquishment of the STATE'S right to enforce the same in accordance with this Agreement. 21. SPVPTat)711rY In the event that any provision of this Agreement is declared invalid or unenforceable by a court, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining terms of this Agreement. 22. CinvPrning 1?w_ The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties to this Agreement, shall be governed by the laws of the State of Hawaii. Any action at law or in equity to enforce or interpret the provisions of this Agreement shall be brought in a state court of competent jurisdiction in Honolulu, Hawaii. - 5 corm AG-3-AGSPS (2-93)