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<br /> <br /> <br /> <br /> <br /> d. Actions affecting more than one purchasing agency. Notwithstanding the <br /> provisions of subparagraphs 6a through 6c herein, when the CONTRACTOR <br /> holds agreements with more than one purchasing agency of the State, the <br /> assignment agreements and the novation and change of name amendments herein <br /> authorized shall be processed only through the CPO's office. <br /> <br /> 7. Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold <br /> harmless the State of Hawaii, the contracting agency, and their officers, employees, and <br /> agents from and against all liability, loss, damage, cost, and expense, including all <br /> attorneys' fees, and all claims, suits, and demands therefor, arising out of or resulting <br /> from the acts or omissions of the CONTRACTOR or the CONTRACTOR's employees, <br /> officers, agents, or subcontractors under this Agreement. The provisions of this <br /> paragraph shall remain in full force and effect notwithstanding the expiration or early <br /> termination of this Agreement. <br /> <br /> 8. Cost of Litigation. In case the STATE shall, without any fault on its part, be made a <br /> party to any litigation commenced by or against the CONTRACTOR in connection with <br /> this Agreement, the CONTRACTOR shall pay all costs and expenses incurred by or <br /> imposed on the STATE, including attorneys' fees. <br /> <br /> 9. Liquidated Damages. When the CONTRACTOR is given notice of delay or <br /> nonperformance as specified in paragraph 13 (Termination for Default) and fails to cure <br /> in the time specified, it is agreed the CONTRACTOR shall pay to the STATE the <br /> amount, if any, set forth in this Agreement per calendar day from the date set for cure <br /> until either (i) the STATE reasonably obtains similar goods or services, or both, if the <br /> CONTRACTOR is terminated for default, or (ii) until the CONTRACTOR provides the <br /> goods or services, or both, if the CONTRACTOR is not terminated for default. To the <br /> extant that the CONTRACTOR's delay or nonperformance is excused under paragraph <br /> 13d (Excuse for Nonperformance or Delay Performance), liquidated damages shall not. <br /> be assessable against the CONTRACTOR. The CONTRACTOR shall remain liable for <br /> damages caused other than by delay. <br /> <br /> 10. State's Right of Offset. The STATE may offset against any monies or other obligations <br /> the STATE owes to the CONTRACTOR under this Agreement, any amounts owed to <br /> the State of Hawaii by the CONTRACTOR under this Agreement or any other <br /> agreements or pursuant to any law or other obligation owed to the State of Hawaii by the <br /> CONTRACTOR, including, without limitation, the payment of any taxes or levies of any <br /> kind or nature. The STATE will notify the CONTRACTOR in writing of any offset and <br /> the nature of such offset. For purposes of this paragraph, amounts owed to the State of <br /> Hawaii shall not include debts or obligations which have been liquidated, agreed to by <br /> the CONTRACTOR, and are covered by an installment payment or other settlement plan <br /> approved by the State of Hawaii, provided, however, that the CONTRACTOR shall be <br /> entitled to such exclusion only to the extent that the CONTRACTOR is currant with, and <br /> <br /> <br /> <br /> 4 Form Acz-cc(1ros) <br />