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promises that no such interest, direct or indirect, shall be acquired, that would or
<br /> might conflict in any manner or degree with the AWARDEE's performance under
<br /> this Agreement.
<br /> 7. Compliance with Laws. The AWARDEE shall comply with chapter 173A,
<br /> Hawaii Revised Statutes, chapter 343, Hawaii Revised Statutes, and all federal,
<br /> state, and county laws, ordinances, codes, rules, and regulations, as the same may
<br /> be amended from time to time, that in any way affect the AWARDEE's
<br /> performance under this Agreement.
<br /> 8. Indemnification and Defense. The AWARDEE shall defend, indemnify, and hold
<br /> harmless the State of Hawaii, the contracting agency, and their officers,
<br /> employees, and agents from and against all liability, loss, damage, and cost, and
<br /> expense, including all attorneys' fees, and all claims, suits, and demands therefore,
<br /> arising out of or in resulting from the acts or omissions of the AWARDEE or
<br /> AWARDEE's employees, officers, or agents under this Agreement. The
<br /> provisions of this paragraph shall remain in full force and effect notwithstanding
<br /> the expiration or early termination of this Agreement.
<br /> 9. Cost of Litigation. In case the STATE shall, without any fault on its part, be
<br /> made a party to any litigation commenced by or against the AWARDEE in
<br /> connection with this Agreement, the AWARDEE shall pay all costs and expenses
<br /> incurred by or imposed on the STATE, including attorneys' fees.
<br /> 10. Title insurance. AWARDEE must obtain title insurance in the full amount of the
<br /> purchase price, insuring that the title to the Property is vested in the AWARDEE.
<br /> 11. Relationship of Parties; Independent Contractor Status and Responsibilities,
<br /> Including Tax Responsibilities.
<br /> a. In the performance of this Agreement, the AWARDEE is an "independent
<br /> contractor," with the authority and responsibility to control and direct the
<br /> performance required under this Agreement; however, the STATE shall
<br /> have a general right of inspection to determine whether, in the STATE's
<br /> opinion, the AWARDEE is in compliance with this Agreement.
<br /> b. The AWARDEE and the AWARDEE's employees and agents are not by
<br /> reason of this Agreement, agents or employees of the STATE for any
<br /> purpose, and the AWARDEE, and the AWARDEE's employees and
<br /> agents shall not be entitled to claim or receive from the STATE any
<br /> vacation, sick leave, retirement, workers' compensation, unemployment
<br /> insurance, or other benefits provided to state employees.
<br /> c. The AWARDEE shall be responsible for the accuracy, completeness, and
<br /> adequacy of AWARDEE's performance under this Agreement.
<br /> Furthermore, the AWARDEE intentionally, voluntarily, and knowingly
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