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Attachment 5
<br />Agency procurement officer indicating such change of name (for example, an amendment to the
<br />CONTRACTOR'S articles of incorporation), enter into an amendment to this Contract with the
<br />CONTRACTOR to effect such a change of name. The amendment to this Contract changing the
<br />CONTRACTOR'S name shall specifically indicate that no other terms and conditions ofthis Contract
<br />are thereby changed.
<br />c. Reports. All assignment contracts and amendments to this Contract effecting changes of the
<br />CONTRACTOR'S name or novations hereunder shall be reported to the chief procurement officer
<br />(CPO) as defined in section 103D-203(a), HRS, within thirty days of the date that the assignment
<br />contract or amendment becomes effective.
<br />d. Actions affectine more than one purchasine aeency Notwithstanding the provisions of
<br />subpazagraphs 6a through 6c herein, when the CONTRACTOR holds contracts with more than one
<br />purchasing agency of the State, the assignment contracts and the novation and change of name
<br />amendments herein authorized shall be processed only through the CPO's office.
<br />Indemnificationand Defense. The CONTRACTOR shall defend, indemnify, and hold harmless the State of
<br />Hawaii, the contracting agency, and their officers, employees, and agents from and against all liability, loss,
<br />damage, cost, and expense, including all attorneys' fees, and all claims, suits, and demands therefore, arising
<br />out of or resulting from the acts or omissions of the CONTRACTOR or the CONTRACTOR'S employees,
<br />officers, agents, or subcontractors under this Contract. The provisions ofthis paragraph shall remain in full
<br />force and effect notwithstanding the expiration or early termination ofthis Contract.
<br />8. Cost of Litieation. In case the STATE shall, without any fault on its part, be made a party to any litigation
<br />commenced by or against the CONTRACTOR in connection with this Contract, the CONTRACTOR shall
<br />pay all costs and expenses incurred by or imposed on the STATE, including attorneys' fees.
<br />9. Liquidated Damases. When the-CONTRACTOR is given notice of delay or nonperformance as specified in
<br />paragraph 13 (Termination for Default) and fails to cure in the time specified, it is agreed the CONTRACTOR
<br />shall pay to the STATE the amount, if any, set forth in this Contract per calendar day from the date set for
<br />cure until either (i) the STATE reasonably obtains similar goods or services, or both, ifthe CONTRACTOR is
<br />terminated for default, or (ii) until the CONTRACTOR provides the goods or services, or both, if the
<br />CONTRACTOR is not terminated for default. To the extent that the CONTRACTOR'S delay or
<br />nonperformance is excused under paragraph 13d (Excuse for Nonperformance or Delay Performance),
<br />liquidated damages shall not be assessable against the CONTRACTOR. The CONTRACTOR remains liable
<br />for damages caused other than by delay.
<br />10. STATE'S Rieht of Offset. The STATE may offset against any monies or other obligations the STATE owes
<br />to the CONTRACTOR under this Contract, any amounts owed to the State of Hawaii by the CONTRACTOR
<br />under this Contract or any other contracts, or pursuant to any law or other obligation owed to the State of
<br />Hawaii by the CONTRACTOR, including, without limitation, the payment of any taxes or levies of any kind
<br />or nature. The STATE will notify the CONTRACTOR in writing of any offset and the nature of such offset.
<br />For purposes ofthis pazagraph, amounts owed to the State of Hawaii shall not include debts or obligations
<br />which have been liquidated, agreed to by the CONTRACTOR, and are covered by an installment payment or
<br />other settlement plan 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 current with, and not delinquent on,
<br />any payments or obligations owed to the State of Hawaii under such payment or other settlement plan.
<br />11. Dis uo tes• Disputes shall be resolved in accordance with section 103D-703, HRS, and chapter 3-126, Hawaii
<br />Administrative Rules ("HAR"), as the same may be amended from time to time.
<br />12. Suspension of Contract. The STATE reserves the right at any time and for any reason to suspend this
<br />Contract for any reasonable period, upon written notice, to the CONTRACTOR in accordance with the
<br />provisions herein.
<br />a. Order to stop performance. The Agency procurement officer may, by written order to the
<br />CONTRACTOR, at any time, and without notice to any surety, require the CONTRACTOR to stop
<br />all or any part of the performance called for by this Contract. This order shall be for a specified
<br />AG-008 Rev. 6/25/2007 4
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