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Attachment 5
<br />28. Audit of Books and Records of the CONTRACTOR. The STATE may, at reasonable times and places, audit
<br />the books and records of the CONTRACTOR, prospective contractor, subcontractor, or prospective
<br />subcontractor which are related to:
<br />a. The cost or pricing data, and
<br />b. A state contract, including subcontracts, other than affirm-fixed-price contract.
<br />29. Cost or Pricin Data. Cost or pricing data must be submitted to the Agency procurement officer and timely
<br />certified as accurate for contracts over $100,000 unless the contract is for amultiple-term or as otherwise
<br />specified by the Agency procurement officer. Unless otherwise required by the Agency procurement officer,
<br />cost or pricing data submission is not required for contracts awarded pursuant to competitive sealed bid
<br />procedures.
<br />If certified cost or pricing data are subsequently found to have been inaccurate, incomplete, or noncurrent as
<br />of the date stated in the certiftcate, the STATE is entitled to an adjustment of the contract price, including
<br />profit or fee, to exclude any significant sum by which the price, including profit or fee, was increased because
<br />of the defective data. It is presumed that overstated cost or pricing data increased the contract price in the
<br />amount of the defect plus related overhead and profit or fee. Therefore, unless there is a cleaz indication that
<br />the defective data was not used or relied upon, the price will be reduced in such amount.
<br />30. Audit of Cost or Pricine Data. When cost or pricing principles are applicable, the STATE may require an
<br />audit of cost or pricing data.
<br />31. Records Retention. The CONTRACTOR and any subcontractors shall maintain the books and records that
<br />relate to the Contract and any cost or pricing data for three (3) years from the date of final payment under the
<br />Contract.
<br />32. Antitrust Claims. The STATE and the CONTRACTOR recognize that in actual economic practice,
<br />overcharges resulting from antitrust violations are in fact usually borne by the purchaser. Therefore, the
<br />CONTRACTOR hereby assigns to STATE any and all claims for overchazges as to goods and materials
<br />purchased in connection with this Contract, except as to overcharges which result from violations
<br />commencing after the price is established under this Contract and which are not passed on to the STATE
<br />under an escalation clause.
<br />33. Patented Articles. The CONTRACTOR shall defend, indemnify, and hold harmless the STATE, and its
<br />officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including all
<br />attorneys fees, and all claims, suits, and demands arising out of or resulting from any claims, demands, or
<br />actions by the patent holder for infringement or other improper or unauthorized use of any patented article,
<br />patented process, or patented appliance in connection with this Contract. The CONTRACTOR shall be solely
<br />responsible for correcting or curing to the satisfaction of the STATE any such infringement or improper or
<br />unauthorized use, including, without ]imitation: (a) famishing at no cost to the STATE a substitute article,
<br />process, or appliance acceptable to the STATE, (b) paying royalties or other required payments to the patent
<br />holder, (c) obtaining proper authorizations or releases from the patent holder, and (d) famishing such security
<br />to or making such arrangements with the patent holder as may be necessary to correct or cure any such
<br />infringement or improper or unauthorized use.
<br />34. Governing Law. The validity of this Contract and any of its terms or provisions, as well as the rights and
<br />duties of the parties to this Contract, shall be governed by the laws of the State of Hawaii. Any action at law
<br />or in equity to enforce or interpret the provisions of this Contract shall be brought in a state court of
<br />competentjurisdiction in Honolulu, Hawaii.
<br />35. Compliance with Laws. The CONTRACTOR shall comply with all federal, state, and county laws,
<br />ordinances, codes, rules, and regulations, as the same may be amended from time to time, that in any way
<br />affect the CONTRACTOR'S performance of this.Contract.
<br />AG-008 Rev. 6/25/2007 I3
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