HomeMy WebLinkAboutCOM 0797.000 1996-1998
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Stephen K. Yamashiro •T' " Harry A. Takahashi
Mayor Director
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DEPARTMENT OF FINANCE
25 Aupuni Street, Room 118 • Hilo, Hawaii 96720-4252
(808) 961-8234 • Fax (808) 961-8248
April 7, 1998 (1
Honorable James Arakaki, Chairperson and
Members of the County Council
Hawaii County Council
25 Aupuni Street
Hilo, Hawaii 96720
Re: Operating Budget
Enclosed is a bill for an ordinance to appropriate $10,700 for a DARE/OYS
program. The Department of Human Services, Office of Youth Services, is
providing funds to further the education of DARE officers. These courses will
allow the officers to discuss and update the curriculum and teaching methods
presently taught in the schools. It will also help with solving problems officers
have encountered while conducting the training curriculum.
Also enclosed is a resolution authorizing the Mayor of the County of Hawaii to
execute County Project No. DHS-98-OYS-6337.
If there are any questions, please do not hesitate to call the Hawaii County
P lice D artment.
Harry A. akahashi
Director of Finance
AP' ED:
Stephen K. Yamashiro
Mayor
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7/18/91
DEPARTMENT OF FINANCE
REQUEST FOR COUNCIL ACTION
DEPARTMENT: POLICE DATE: 4/2/98
STAFF CONTACT: GARY MAESATO, BUSINESS MANAGER PHONE: 961-2274
A. REQUEST:
To create an account entitled "DARE/OYS" $10,700 under object code 115.
B. BACKGROUND AND JUSTIFICATION (USE ADDITIONAL SHEETS AS NEEDED):
The Department of Human Services, Office of Youth Services is providing
funds to further the education of our DARE officers. The training will
include attending the DARE Officers Association Conference on Kauai,
National DARE Officers Association Conference in New Mexico, DARE
Facilitator training in Los Angeles, DARE Officer Senior High Training in
Los Angeles and National DARE Parent Program training in Los Angeles. The
officers that attend these seminars will return and teach the other DARE
officers.
These courses will allow the officers to discuss and update the curriculum
and teaching methods presently taught in the schools. It will also help
with solving problems officers have encountered while conducting the
training curriculum.
SIGNED: "71"^ DATE: 4_3-9$
WAY WE G. CARVALHO
POLICE CHIEF
ATTACH. C-797
(B-220)
(R-257)
y ,
STATE OF HAWAII DHS-98-OYS-6337
.;REEMENT FOR NON-BID PURCHASE
OF GOODS AND SERVICES
This Agreement, executed on the respective dates of the signatures of the parties
shown hereafter, is effective as of January 1st_, 19 98 , between the
Department of Human services, office of Youth Services
r ..ter. . ~
State of Hawaii (hereinafter 'STATE'), by its Executive Director
(hereinafter 'DIRECTOR'), and County of Hawaii
(hereinafter 'CONTRACTOR% a Public Instrumentality
A... •~..ra' '~,..w.' 7r • •.r. ~+.r,w. • ..r...~f.. r ~r C~sl
under the laws of the State-of Hawaii whose business address and
taxpayer identification number are as follows: 24 Aupuni Street, Hilo, Hawaii 96720
State ID 1300-16002 Fed. ID 099-6000567
RECITAL C
A. The STATE is in need of the goods or services, or both, (also referred to as
'goods and services'), described in this Agreement and its attachments. The CONTRACTOR
is agreeable to providing the goods and services.
B. This Agreement is for (check one box):
? (1) an y procurement of goods and services as set forth in section
103D-307, Hawaii Revised Statutes ('HRS'), and the rules adopted by the Procurement Policy
Office, hereinafter referred to as 'Procurement Rules'; or
? (2) a sole source procurement of goods and services as set forth in section
103D-306, HRS, and the Procurement Rules; or
U (3) a small pLa rbase procurement of goods and services as set forth in section
103D-303, HRS, and the Procurement Rules; or
® (4) a procurement expenditure of public funds for goods and services that is
otherwise expressly y=t from public bidding by the following law or regulation:
Chapter 103D-102(b)(3) HRS
C. Money is available to fund this Agmment$ursuant to:
Safe and rug Frne Schools State Grants Program,
(l) Act 328, SLH 1997 or(2) Elementary and Secondary Education Act of 1965,
66.0.ter alb/ ~ as amended,
or both, in the following amounts: State S -0- _ CFDA No. 84.186A
FederalS 10,700.00
Form AG2AM (1/96)
D. Pursuant HRS Chapter 346-63(b) the STATE is authorized to
NN ..r.. wr Aw..r,
enter into this Agreement.
NOW, THEREFORE, in consideration of the promises contained in this Agreement, the
STATE and the CONTRACTOR agree as follows:
1. Scone of Services, The CONTRACTOR shall, in a proper and satisfactory
manner as determined by the STATE, provide all the goods and services set forth in Attachment
1, which is hereby made a part of this Agreement.
- r Time of-Performance. The performance required of the CONTRACTOR under
this Agreement shall be completed in accordance with the Time Schedule set forth in Attachment
2, which is hereby made a part of this Agreement.
3. Compensation. The CONTRACTOR shall be compensated in a total amount not
to eXCeed TEN THOUSAND SEVEN HUNDRED AND N01100 DOLLARS 10,700.00
including approved costs incurred and taxes, according to the Compensation and Payment
Schedule set forth in Attachment 3, which is hereby made a part of this Agreement.
4. Bonds. The CONTRACTOR (is) (is not) required to provide a (performance)
(payment) (performance and payment) bond in the amount of N/A
DOLLARS (S
5. Standards of Conduct Declaration. The Standards of Conduct Declaration of the
CONTRACTOR is attached and is made a part of this Agreement.
6. Other Terms and Conditions. The General Conditions and any Special Conditions
are attached hereto and made a part of this Agreement. In the event of a conflict between the
General Conditions and the Special Conditions, the Special Conditions shall control.
7. Liquidated damages shall be assessed in the amount of
N/A DOLLARS ) per day, in
accordance with paragraph 9 of the General Conditions.
Form A02-K(2) (1196)
2
a
8. Wis, y written notice required to be given y a party to this Agreement
shall be (a) delivered personally, or (b) sent by United States first class mail, postage prepaid.
Notice required to be given to the DIRECTOR shall be sent to the DIRECTOR's office in
Department of
Honolulu, Hawaii. Notice to the agency procurement officer shall be sent to: Human Services
P.O. Boa 339
Honolulu, Hawaii 96809 Notice to the CONTRACTOR shall be sent to the
CONTRACTOR at the CONTRACTOR's address as indicated in this 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 CONTRACTOR is responsible for notifying the STATE in writing
of any change of address.
IN VIEW OF THE ABOVE, the parties execute this Agreement by their signatures, on
the dates below, to be effective as of the date first above written.
STATE
By
Print Name Bert Y. Hatsuoka
Title Executive Director
Date
Form AC24K(2) (1/96)
3
CONTRACTOR Rf B~M~D Rp't~k:
By C"Ajj"
Print Name Wayne G. Carvalho
Title Police Chief •
Date February 25, 1998
APPROVED AS TO FORM:--
K-YA1MtA3fti'R8' WfLLIAM G. DAMS
ACT117GMayor
Deputy Attorney General
'Evidence of authority of the CONTRACTOR's representative to sign this Agreement for the
CONTRACTOR must be attached.
N't AND LEGALITY:
CORPORATION COUNSEL
COU?liY O: HAWAII
Fom A02-K(2) (196)
4
STATE OF HAWAII )
Ss.
COUNTY OF HAWAII )
On this day of M N 199 before me
WILUAM G. DAVIS
personally appeared , to me personally known,
!ACTING
who, being by me duly sworn, did say that he is the^Ma
Mayor of the
County of Hawaii, a municipal corporation of the State of Hawaii;
that the seal affixed to the foregoing instrument is the corporate
seal of the -said County of Hawaii; that the foregoing instrument
was signed and sealed in behalf of the County of Hawaii by
G
authority given to said Mayor of the County of Hawaii by
5-1-5
Section of the County Charter, County of Hawaii (1991),/
VJILUA!A G. DAMS
as amended; and said STEP-HEN KY 4RO acknowledged said
instrument to be the free act and deed of said County of Hawaii.
Vie x~
Notar Public, State of Hawaii
I d-Qv I
My commission expires:
I
ATTACHMENTI
SCOPE OF SERVICES
1. The CONTRACTOR shall provide the STATE pursuant to the Safe and Drug-
Free Schools State Grants Program, Elementary and Secondary Education Act of
1965, as amended, Catalog of Federal Domestic Assistance No. 84-186A, with
coordination and administration of the Drug Abuse Resistance Education Program
(hereinafter DARE) to the County of Hawaii. The CONTRACTOR shall be
responsible for the implementation of the DARE curriculum which teaches
children the necessary skills to recognize and resist the subtle and overt pressures
-that cause them to_experiment with tobacco, alcohol, and other drugs.
Specifically, the CONTRACTOR shall be responsible for the following:
A. Provide the DARE curriculum which consists of one (1) lesson per week
for one (1) hour to all fifth graders in the public schools, and other grade
levels as resources permit.
B. Provide the DARE police officers with the following trainings: -
1. A minimum of one (1) police officer shall be provided an
opportunity to attend the Hawaii DARE Officers Association
Conference on Kauai.
2.,,/ A maximum of three (3) police officers shall be provided an
opportunity to attend the National DARE Officers Association
Conference in Albuqueque, New Mexico. Each officer who
attends the conference shall submit a report which includes lessons
learned and recommendations.
3. A maximum of one (1) police officer shall be provided an
opportunity to attend the DARE Facilitator Training in Los
Angeles, California. The officer who attends the training shall
submit a report which includes lessons learned and
recommendations.
4. A maximum of two (2) police officers shall be provided an
opportunity to attend the DARE Officer Senior High Training in
Los Angeles, California. Each officer who attends the training
shall submit a report which includes lessons learned and
recommendations.
Scope of Services
page I of 2
ATTACHMENTI
5. A maximum of two (2) police officers shall be provided an
opportunity to attend the National DARE Parent Program Training
in Los Angeles, California. Each officer who attends the training
shall submit a report which includes lessons learned and
recommendations.
2. The CONTRACTOR shall submit written reports of all conferences and trainings
attended under this Agreement within thirty (30) days after the completion of the
event. Should the CONTRACTOR fail to file the required reports with the
-STATE on or before the required date, the STATE is authorized to withhold funds
owed to the CONTRACTOR until the reports are filed with the STATE.
3. The CONTRACTOR shall submit the Quarterly Activity Report - Addendum
(Exhibit D) and furnish any additional reports or information that the STATE
may, from time to time, require such as the grade levels of the students served; the
names of schools served; and the number of DARE officers involved with each
school.
4. The CONTRACTOR shall, upon request, meet with representatives of the STATE
to discuss the progress of the work required hereunder.
5. The CONTRACTOR shall insure that the source of funding (Safe and Drug-Free
Schools State Grants Program, Elementary and Secondary Education Act of 1965,
as amended, Governor's portion administered by the Office of Youth Services) is
properly acknowledged in all reports, publications, and printed materials.
Scope of Services
page 2 of 2
1 6
ATTACHMENT2
TIME OF PERFORMANCE
1. The term of this AGREEMENT shall commence on January 1. 1998 and shall end
on September 30. 1998, unless this AGREEMENT is sooner terminated as
hereinafter provided.
2. The CONTRACTOR shall submit all financial reports on appropriate forms
within thirty (30) days after the end of each quarter. The reports are due on:
April 30, 1998
July 30, 1998
3. The CONTRACTOR shall submit all financial reports by October 31, 1998.
Time of performance
page 1 of 1
ATTACHMENT3
COMPENSATION AND PAYMENT SCHEDULE
1. In full consideration for the services satisfactorily performed by the
CONTRACTOR under this Agreement, the STATE agrees, subject to the receipt
of federal funds under the Safe and Drug-Free Schools State Grants Program,
Elementary and Secondary Education Act of 1965, as amended, Catalog of
Federal Domestic Assistance No. 84-186A, and subject to allotments to be made
by the Director of Finance, State of Hawaii, pursuant to Chapter 37, Hawaii
Revised Statutes, to pay the CONTRACTOR a total sum of money not to exceed
N THOUSAND SEVEN HUNDRED AND NO/100 DOLLARS (.$10,700.00)
--for the Agreement-period.
2. Upon execution of this Agreement, payments shall be paid in accordance with and
subject to the following:
a. Payments shall be made in quarterly installments upon the quarterly
submission by the CONTRACTOR of the Invoice (OYS 023) attached
hereto as Exhibit "B" and made a part hereof, in triplicate and one original
for the services provided in accordance with Attachment 1, "Scope of
Services," and in accordance with the costs identified in the Budget
attached hereto as Exhibit "A" and made a part hereof
b. Payments shall be determined by the STATE on a cost reimbursable basis.
The Expenditure Report, attached hereto as Exhibit "C," and made a part
hereof shall contain expenditures actually incurred for the performance of
the services required under this Agreement and a certification of
compliance with the provisions of this Agreement. The Expenditure
Report, together with such supporting documents and progress reports of
the performance of services that the STATE may require to be submitted
by the CONTRACTOR, shall be reviewed by the STATE and shall be
subject to the STATE's preliminary determination of appropriateness and
allowability of the reported expenditures. The STATE's preliminary
determination of appropriateness and allowability of the reported
expenditures shall be subject to later verification and subsequent audit.
C. If an amount of reported expenditures is preliminarily determined by the
STATE to be inappropriate and unallowable, the STATE may deduct an
equivalent amount from the next payable installment and may withhold
payment of the amount of moneys equivalent to the questioned
expenditures until later resolution of the discrepancy by audit or other
means. If, after payment of the last installment prior to final payment in
final settlement, investigation and examination reveal additional
expenditures that are determined by the STATE to be inappropriate and
Compensation and Payment Schedule
page I of 2
ATTACHMENT 3
unallowable, the STATE may require that an equivalent amount of
moneys to be refunded by the CONTRACTOR notwithstanding the
STATE's preliminary determination of appropriateness and allowability.
An amount of moneys to be refunded by the CONTRACTOR may be
offset against the amount of moneys withheld by the STATE in
determining the amount of the final payment to be made to the
CONTRACTOR in final settlement of this Agreement. Final settlement
shall include submission and acceptance of all reports and other materials
to be submitted by the CONTRACTOR to the STATE, resolution of all
discrepancies in performance of services, and completion of all other
outstanding matters under this Agreement.
d. The CONTRACTOR shall request in writing to the STATE for prior
approval for any budget revisions to the approved budget in excess of ten
percent (10%) of each budget line item.
e. All payments shall be made in accordance with and subject to Chapter 40,
Hawaii Revised Statutes.
Compensation and Payment Schedule
page 2 of 2
ATTACHMENT 4
STANDARDS OF CONDUCT DECLARATION
For the purposes of this declaration:
"Agency' means and includes the State, the legislature and its committees, all executive
departments, boards, commissions, committees, bureaus, offices, the University of Hawaii, and
all independent commissions and other establishments of the state government but excluding
the courts.
"Controlling interest' means an interest in a business or other undntaldng which is sufficient
in fact to control, whether the interest is greater or less than fifty per cent (50%).
'Employee' means any nominated, appointed, or elected officer or employee of the State,
including members of boards, commissions, and committers, and employees under contract to
the State or of the constitutional convention, but excluding legislators, delegates to the
constitutional convention, justices, and judges.
On behalf of County of Hawaii , CONTRACTOR, the undersigned does
declare as follows:
1. CONTRACTOR (is) (is not) a legislator or an employer or a business in which
a legislator or an employee has a controlling interest. •
2. CONTRACTOR has not been assisted or represented by a legislator or employee for
a fee or other compensation to obtain this Agreement and will not be assisted or represented by
a legislator or employee for a fee or other compensation in the performance of the Agreement,
if the legislator or employee had been involved in the development or award of the Agreement.
3. CONTRACTOR has not been assisted or represented for a fee or other compensation
in the award of this Agreement by an Agency employee or, in the case of the Legislature, by
a legislator.
4. CONTRACTOR has not been represented or assisted personally on matters related to
the Agreement by a person who has been an employee of the Agency within the preceding two
(2) years and who p uc*ated while in state office or employment on the matter with which the
Agreement is dku:dy concerned.
5. CONTRACTOR has not been represented or assisted on mattes related to this
Agreement, for a fee or otber consideration by an individual who, within the past twelve (12)
months, has been an Agency employee, or in the case of the Legislature, a legislator.
6. CONTRACTOR has not been represented or assisted in the award of this Agreement
fora fee or other consideration by an individual who, a) within the past twelve (12) months,
served as an Agency employee or in the case of the Legislature, a legislator, and b) participated
while an employee or legislator on matter related to this Agreement
Fo m AGadta) (t/si)
CONTRACTOR understands that the Agreement to which this document is attached is voidable
on behalf of the STATE if this Agreement was entered into in violation of any provision of
chapter 84, HRS, commonly referred to as the Code of Ethics, including the provisions which
are the source of the declarations above. Additionally, any fee, compensation, gift, or profit
received by any person as a result of a violation of the Code of Ethics may be recovered by the
STATE.
Hilo
DATED: IS gMjRbK Hawaii, February 25 , 19u,.
CONTRACTOR
By ytyt
Wayne 10. Carvalho
Title Police Chief
'Reminder to Agency: If 'is' is circled, the Agency is required, under section 8415, HRS, to
file with the State Ethics Commission, ten (10) days before the Agreement is entered into, a
written justification as to why the Agreement was not required to be competitively bid.
Form AG2-K(2) (1/96)
n
ATTACHMENT 4
STANDARDS OF CONDUCT DECLARATION
For the purposes of this declaration:
'Agency' mans and includes the State, the legislature and its committees, all executive
departments, boards, commissions, committees, bureaus, offices, the University of Hawaii, and
all independent commissions and other establishments of the state government but excluding
the courts.
"Controlling interest' means an interest in a business or other undntaldng which is sufficient
w fact to control, whether the interest is greater or less than fifty per ant (50%).
'Employee' means any nominated, appointed, or elected offiar of employee of the State,
including members of boards, commissions, and committees, and employees under contact to
the State or of the constitutional convention, but excluding legislators delegates to the
constitutional convention, justices, and judges.
On behalf of county of Hawaii CONTRACTOR, the undersigned does
declare as follows:
1. CONTRACTOR (is) (is not) a legislator or an employee or a business in which
a legislator or an employee has a controlling intent. •
2. CONTRACTOR has not been assisted or represented by a legislator or employee for
a fee or other compensation to obtain this Agreement and will not be assisted or represented by
a legislator or employee for a fee or other compensation in the performance of the Agreement,
if the legislator or employee had been involved in the development or award of the Agreement.
3. CONTRACTOR has not been -tasted or represented for a fee or other compensation
in the award of this Agreement by an Agency employee or, in the case of the Legislature, by
a legislator.
4. CONTRACTOR bas not been represented or assisted personally on matters related to
the Agreement by a person who has bees an employee of the Agency within the preceding two
(2) years and who partcipated while m sate office or employment an the mattes with which the
Agreement a dhecdy concerned.
5. CONT1tAC'TOR has not been represented or assisted on mattes related to this
Agreement, far a fee or other coati knuiaa by an individual who, within the past twelve (12)
months, has been an Agency employee, or in the can of the Legislature, a legislator.
6. CONTRACTOR has not been represented or assisted in the award of this Agreement
fora fee or other consideration by an individual who, a) within the past twelve (12) months,
served as an Agency employee or in the are of the Legislawre, a legislator, and b) participated
while an employee or legislator an matters related to this Agreeaheu.
Fan AG24= (1N6)
CONTRACTOR understands that the Agreement to which this document is attached is voidable
on behalf of the STATE if this Agreement was entered into in violation of any provision of
chapter 84, HRS, commonly referred to as the Code of Ethics, including the provisions which
are the source of the declarations above. Additionally, any fee, compensation, gift, or profit
received by any person as a result of a violation of the Code of Ethics may be recovered by the
STATE.
Hilo
DATED: YAM"; Hawaii, February 25. 19 98
CONTRACTOR
s v G'
y
wayrfd G. Carvalho
Title Vnlire Chief
"Reminder to Agenq: if is' is circled, the Agency is required, under section 84-15, HRS, to
file with the State Ethics Commission, ten (10) days bd= the Agreement is entered into, a
written justification as to why the Agteemeit was not required to be competitively bid.
Fem ACS-KM (VW
ATTACHMENT 5
GENERAL COMMONS
Table of Contents
Pam
1. Coordination of Services by the STATE 1
2. Relationship of Parties: Ind=dent Contractor Status _
and Rc=sibit_ities. Including TAR possibilities 1
3. Personnel Requirements 2
4. NondjjgdmjU&dO 2
5. Conflicts of Interest 2
6. 3
7. Indemnification and Defense 4
8. Cost of Lift lion 4
4. 4
10. State's Right of Offset 4
11. Disputes 5
12. Suspension of Agreement 5
13. Termination for Default 6
14. Termination for Convenience 8
15. Claims Based on the A=cy Procurement
Officer's Actions or Omissions 10
16. Costs and Expenses 11
17. Payment Procedures: Final Payment: Tax Clearance 12
18. Federal Funds 12
i Forte AG24)gltW
19. .................................12
20. Chaner,Order, 14
21. Price Adiustment 15
22. Variation in Quantity for Definite Quanti
ty
Aumments ...........................................16
23. Changes in Cost-Reimbursement Aereement 16
24. Confidentiality of Material 17
25. Publicity 17
26. Ownership Rights and Coovright 17
27. Liens and Warranties 17
28. Audit of Books and Records of the CONTRACTOR 18
29. Cost or Pricing Data 18
30. Audit of Cost or Pricing Data 18
31. Records Retention 18
32. Antitrust Claims 18
33. Minimizing Congestion 18
34. Governine Law 18
35. Compliance with Laws 19
36. Conflict between General Conditions and
Procurement Rules 19
37. ........................................19
38. Severabiliri 19
39. Waiver ..............................................19
ii Fmm Acarctt"
GENERAL CONDITIONS
1. Coordination of Services by the STATE, The 'head of the purchasing agency,' (which
tam includes the designee of the head of the purchasing agency), shall coordinate the
services to be provided by the CONTRACTOR in order to complete the performance
required in the Agreement. The CONTRACTOR shall maintain communications with
the head of the purchasing agency at all stages of the CONTRACTOR's work, and
submit to the head of the purchasing agency for resolution any questions which may arise
as to the performance of this Agreement. 'Purchasing agency' as used in these General
Conditions means and includes any governmental body which is authorized under chapter
103D, FIRS, or its implementing rules and procedures, or by way of delegation, to enter
into contracts for the procurement of services.
2. Relationshill of Parties: IndaMdent Contractor Status and Responsibilities. Including
Tax Responsibilities.
a. In the performance of services required under this Agreement, the
CONTRACTOR is an 'independent contractor,' with the authority and
responsibility to control and direct the performance and details of the work and
services required under this Agreement; however, the STATE shall have a
general right to inspect work in progress to determine whether, in the STATE's
opinion, the services are being performed by the CONTRACTOR in compliance
with this Agreement. Unless otherwise provided by special condition, it is
understood that the STATE does not agree to use the CONTRACTOR
exclusively, and that the CONTRACTOR is free to contract to provide services
to other individuals or entities while under contract with the STATE.
b. The CONTRACTOR and the CONTRACTOR's employees and agents are not by
reason of this Agreement, agents or employees of the State for any purpose, and
the CONTRACTOR and the CONTRACTOR's employers and agents shall not
be entitled to claim or receive from the State any vacation, sick leave, retirement,
workers' compensation, unemployment insurance, or other benefits provided to
state employees.
C. The CONTRACTOR shall be responsible for the accuracy, completeness, and
adequacy of the CONTRACTOR's performance under this Agreement.
Furthermore, the CONTRACTOR intentionally, voluntarily, and knowingly
assumes the sole and entire liability to the CONTRACTOR's employees and
agents, and to any individual not a party to this Agreement, for all loss, damage,
or injury caused by the CONTRACTOR, or the CONTRACTOR's employees or
agents in the course of their employment.
1 FWM AG2-GC(IIW
d. The CONTRACTOR shall be responsible for payment of all applicable federal,
state, and county taxes and fees which may become due and owing by the
CONTRACTOR by reason of this Agreement, including but not limited to (1)
income taxes, (i) employment related fees, assessments, and taxes, and (iii)
genad excise taxes. The CONTRACTOR also is responsible for obtaining all
licenses, permits, and certificates that may be required in order to perform this
Agreement.
C. The CONTRACTOR shall obtain a general excise tax license from the _
Department of Taxation, State of Hawaii, in accordance with section 237-9, FIRS,
and shall comply with all requirements thereof. The CONTRACTOR shall obtain
a tax clearance certificate from the Director of Taxation, State of Hawaii,
showing that all delinquent taxes, if any, levied or accrued under state law against
the CONTRACTOR have been paid and submit the same to the STATE prior to
commencing any performance under this Agreement. The CONTRACTOR shall
also be solely responsible for meeting all requirements necessary to obtain the tax
clearance certificate required for final payment under sections 103-53 and 237-45,
HRS, and paragraph 17 of these General Conditions.
f. The CONTRACTOR is responsible for securing all employee-related insurance
coverage for the CONTRACTOR and the CONTRACTOR's employees and
agents that is or may be required by law, and for payment of all premiums, costs,
and other liabilities associated with securing the insurance coverage.
3. Personnel Rcguirements,
a. The CONTRACTOR shall secure, at the CONTRACTOR's own expense, all
personnel required to perform this Agreement.
b. The CONTRACTOR shall ensure that the CONTRACTOR's employees or agents
are experienced and fully qualified to engage in the activities and perform the
services required under this Agreement, and that all applicable licensing and
operating requirements imposed or required under federal, state, or county law,
and all applicable accreditation and other standards of quality generally accepted
in the field of the activities of such employees and agents are complied with and
satisfied.
4. Nondiscrimination. No person performing work under this Agreement, including any
subcontractor, employee, or agent of the CONTRACTOR, shall engage in any
discrimination that is prohibited by any applicable federal, state, or county law.
5. Conflicts of Interest. The CONTRACTOR represents that neither the CONTRACTOR,
nor any employee or agent of the CONTRACTOR, presently has any interest, and
promises that no such interest, direct or indirect, shall be acquired, that would or might
2 Foam Asa-=III
conflict' in any manner or degree with the CONTRACTOR's performance under this
Agreement.
6, Subcontracts and As_si m n s The CONTRACTOR shall not assign or subcontract any
of the CONTRACTOR's duties, obligations, or interests under this Agreement and no
such assignment or subcontract shall be effective unless (i) the CONTRACTOR obtains
the prior written consent of the STATE and (ii) the CONTRACTOR's assignee or
subcontractor submits to the STATE a tax clearance certificate from the Director of
Taxation, State of Hawaii, showing that all delinquent taxes, if any, levied or accrued
under state law against the CONTRACTOR's assignee or subcontractor have been paid.
Additionally, no assignment by the CONTRACTOR of the CONTRACTOR's right to
compensation under this Agreement shall be effective unless and until the assignment is
approved by the Comptroller of the State of Hawaii, as provided in section 40-58, HRS.
a. Recoenition of a successor in interest. When in the best interest of the State, a
successor in interest may be recognized in an assignment agreement in which the
STATE, the CONTRACTOR and the assignee or transferee (hereinafter referred
to as the 'Assignee') agree that:
(1) The Assignee assumes all of the CONTRACTOR's obligations;
(2) The CONTRACTOR remains liable for all obligations under this
Agreement but waives all rights under this Agreement as against the
STATE; and
(3) The CONTRACTOR shall continue to furnish, and the Assignee shall also
furnish, all required bonds.
b. Change of name. When the CONTRACTOR asks to change the name in which
it holds this Agreement with the STATE, the procurement officer of the
purchasing agency (hereinafter referred to as the "Agency procurement offi=')
shall, upon receipt of a document acceptable or satisfactory to the Agency
procurement officer indicating such change of name (for example, an amendment
to the CONTRACTOR's articles of incorporation), enter into an amendment to
this Agreement with the CONTRACTOR to effect such a change of name. The
amendment to this Agreement changing the CONTRACT'OR's name shall
specifically indicate that no other terms and conditions of this Agreement are
thereby changed.
C. &=a All assignment agreements and amendments to this Agreement effecting
changes of the CONTRACTOR'S name or novations hereunder shall be reported
to the CPO within thirty days of the date that the assignment agreement or
amendment becomes effective.
3 rvem Acz-ccaivst
d. Actions affecting more than one purchasing agency. Notwithstanding the
provisions of subparagraphs 6a through 6c herein, when the CONTRACTOR
holds agreements with more than one purchasing agency of the State, the
assignment agreements and the novation and change of name amendments herein
authorized shall be processed only through the CPO's office.
7. Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold
harmless the State of Hawaii, the contracting agency, and their officers, employees, and
agents from and against all liability, loss, damage, cost, and expense, including all
attorneys' fees, and all claims, suits, and demands therefor, arising out of or resulting
from the acts or omissions of the CONTRACTOR or the CONTRACTOR's employees,
officers, agents, or subcontractors under this Agreement. The provisions of this
paragraph shall remain in full force and effect notwithstanding the expiration or early
termination of this Agreement.
8. Cost of Litigation. In case the STATE shall, without any fault on its part, be made a
party to any litigation commenced by or against the CONTRACTOR in connection with
this Agreement, the CONTRACTOR shall pay all costs and expenses incurred by or
imposed on the STATE, including attorneys' fees.
9. Liquidated Damages. When the CONTRACTOR is given notice of delay or
nonperformance as specified in paragraph 13 (Termination for Default) and fails to cure
in the time specified, it is agreed the CONTRACTOR shall pay to the STATE the
amount, if any, set forth in this Agreement per calendar day from the date set for cure
until either (i) the STATE reasonably obtains similar goods or services, or both, if the
CONTRACTOR is terminated for default, or (ii) until the CONTRACTOR provides the
goods or services, or both, if the CONTRACTOR is not terminated for default. To the
extant that the CONTRACTOR's delay or nonperformance is excused under paragraph
13d (Excuse for Nonperformance or Delay Performance), liquidated damages shall not.
be assessable against the CONTRACTOR. The CONTRACTOR shall remain liable for
damages caused other than by delay.
10. State's Right of Offset. The STATE may offset against any monies or other obligations
the STATE owes to the CONTRACTOR under this Agreement, any amounts owed to
the State of Hawaii by the CONTRACTOR under this Agreement or any other
agreements or pursuant to any law or other obligation owed to the State of Hawaii by the
CONTRACTOR, including, without limitation, the payment of any taxes or levies of any
kind or nature. The STATE will notify the CONTRACTOR in writing of any offset and
the nature of such offset. For purposes of this paragraph, amounts owed to the State of
Hawaii shall not include debts or obligations which have been liquidated, agreed to by
the CONTRACTOR, and are covered by an installment payment or other settlement plan
approved by the State of Hawaii, provided, however, that the CONTRACTOR shall be
entitled to such exclusion only to the extent that the CONTRACTOR is currant with, and
4 Form Acz-cc(1ros)
not delinquent on, any payments or obligations owed to the State of Hawaii under such
payment or other settlement plan.
11. DL== Disputes shall be resolved in accordance with section 103D-703, HRS, and
chapter 126, Procurement Rules, as the same may be amended from time to time.
12. quMmsion of Agm ment. The STATE reserves the right at any time and for any reason
to suspend this Agreement for any reasonable period, upon written notice to the
CONTRACTOR in accordance with the provisions herein.
a. Order to step performance. The Agency procurement officer, may, by written
order to the CONTRACTOR, at any time, and without notice to any surety,
require the CONTRACTOR to stop all or any part of the performance called for
by this Agreement. This order shall be for a specified period not exceeding sixty
(60) days after the order is delivered to the CONTRACTOR, unless the parties
agree to any further period. Any such order shall be identified specifically as a
stop performance order issued pursuant to this section. Upon receipt of such an
order, the CONTRACTOR shall forthwith comply with its terms and suspend all
performance under this Agreement at the time stated, provided, however, the
CONTRACTOR shall take all reasonable steps to minimize the occurrence of
costs allocable to the performance covered by the order during the period of
performance stoppage. Before the stop performance order expires, or within any
further period to which the parties shall have agreed, the Agency procurement
officer shall either:
(1) Cancel the stop performance order, or
(2) Terminate the performance covered by such order as provided in the
termination for default provision or the termination for convenience
provision of this Agreement.
b. Cancellation or e3piration of the order. If a stop performance order issued under
this section is cancelled at any time during the period specified in the order, or
if the period of the order or any extension thereof expires, the CONTRACTOR
shall have the right to resume performance. An appropriate adjustment shall be
made in the delivery schedule or Agreement price, or both, and the Agreement
shall be modified in writing accordingly, if:
(1) The stop performance order results in an increase in the time required for,
or in the CONTRACTOR's cost properly allocable to, the performance of
any part of this Agreement; and
(2) The CONTRACTOR asserts a claim for such an adjustment within thirty
(30) days after the end of the period of performance stoppage; provided
5 Form Acrz-ac(tIW
that, if the Agency procurement officer decides that the facts justify such
action, any such claim asserted may be received and acted upon at any
time prior to final payment under this Agreement.
C. Termination of s gMCd performance. If a stop performance order is not
cancelled and the performance covered by such order is terminated for default or
convenience, the reasonable costs resulting from the stop performance order shall
be allowable by adjustment or otherwise.
d. Adjustment of price. Any adjustment in contract price made pursuant to this
paragraph shall be determined in accordance with the price adjustment provision
of this Agreement.
13. Termination for Default.
a. Default, If the CONTRACTOR refines or fails to perform any of the provisions
of this Agreement with such diligence as will ensure its completion within the
time specified in this Agreement, or any extension thereof, otherwise fails to
timely satisfy the Agreement provisions, or commits any other substantial breach
of this Agreement, the Agency procurement officer may notify the
CONTRACTOR in writing of the delay or non-performance and if not cured in
ten (10) days or any longer time specified in writing by the Agency procurement
officer, such officer may terminate the CONTRACTOR's right to proceed with
the Agreement or such part of the Agreement as to which there has been delay
or a failure to properly perform. In the event of termination in whole or in part
the Agency procurement officer may procure similar goods or services in a
manner and upon the terms deemed appropriate by the Agency procurement
officer. The CONTRACTOR shall continue performance of the Agreement to the
extent it is not terminated and shall be liable for excess costs incurred in
procuring similar goods or services.
b. CONTRACTOR's duties. Notwithstanding termination of the Agreement and
subject to any directions from the Agency procurement officer, the
CONTRACTOR shall take timely, reasonable, and necessary action to protect and
preserve property in the possession of the CONTRACTOR in which the STATE
has an interest.
C. Compensation. Payment for completed goods and services delivered and accepted
by the STATE shall be at the price set forth in the Agreement. Payment for the
protection and preservation of property shall be in an amount agreed upon by the
CONTRACTOR and the Agency procurement officer. If the parties fail to agree,
the Agency procurement officer shall set an amount subject to the
CONTRACTOR's rights under chapter 126, Procurement Rules. The STATE
may withhold from amounts due the CONTRACTOR such sums as the Agency
6 Foam A424C11M
s. +
proctuement officer deems to be necessary to protect the STATE against loss
because of outstanding liens or claims and to reimburse the STATE for the excess
costs expected to be incurred by the STATE in procuring similar goods and
services.
d. Excuse for nonperformance or delayWpgformance. The CONTRACTOR shall
not be in default by reason of any failure in performance of this Agreement in
accordance with its terms, including any failure by the CONTRACTOR to make
progress in the prosecution of the performance hereunder which endangers such
performance, if the CONTRACTOR has notified the Agency procurement officer
within fifteen (15) days after the cause of the delay and the failure arises out of
causes such as: acts of God; acts of a public enemy; acts of the State and any
other governmental body in its sovereign or contractual capacity; fins; floods;
epidemics; quarantine restrictions; strikes or other labor disputes; freight
embargoes; or unusually severe weather. If the failure to perform is caused by
the failure of a subcontractor to perform or to make progress, and if such failure
arises out of causes similar to those set forth above, the CONTRACTOR shall not
be deemed to be in default, unless the goods and services to be furnished by the
subcontractor were reasonably obtainable from other sources in sufficient time to
permit the CONTRACTOR to meet the requirements of the Agreement. Upon
request of the CONTRACTOR, the Agency procurement officer shall ascertain
the facts and extent of such failure, and, if such officer determines that any
failure to perform was occasioned by any one or more of the excusable causes,
and that, but for the excusable cause, the CONTRACTOR's progress and
performance would have met the terms of the Agreement, the delivery schedule
shall be revised accordingly, subject to the rights of the STATE under this
Agreement. As used in this paragraph, the term "subcontractor" means
subcontractor at any tier.
e. Erroneous termination for default. If, after notice of termination of the
CONTRACTOR's right to proceed under this paragraph, it is determined for any
reason that the CONTRACTOR was not in default under this paragraph, or that
the delay was excusable under the provisions of subparagraph 13d, "Excuse for
nonperformance or delayed performance," the rights and obligations of the parties
shall be the same as if the notice of termination had been issued pursuant to such
provision.
f. Additional rights and remedies. The rights and remedies provided in this
paragraph are in addition to any other rights and remedies provided by law or
under this Agreement.
7 Prom AG2-Gql 6)
a v
14. Termination for Convenience,
a. Term10gpffi. The Agency procurement officer may, when the interests of the
STATE so requite, terminate this Agreement in whole or in part, for the
convenience of the STATE. The Agency procurement officer shall give written
notice of the termination to the CONTRACTOR specifying the part of the
Agreement terminated and when termination becomes effective.
b. CONTRACTOR's obliEiati ns. The CONTRACTOR shall incur no further
obligations in connection with the terminated performance and on the date(s) set
in the notice of termination the CONTRACTOR will stop performance to the
extent specified. The CONTRACTOR shall also terminate outstanding orders and
subcontracts as they relate to the terminated performance. The CONTRACTOR
shall settle the liabilities and claims arising out of the termination of subcontracts
and orders connected with the terminated performance. The Agency procurement
officer may direct the CONTRACTOR to assign the CONTRACTOR's right,
title, and interest under terminated orders or subcontracts to the STATE. The
CONTRACTOR must still complete the performance not terminated by the notice
of termination and may incur obligations as necessary to do so.
C. Right to goods and work =duct, The Agency procurement officer may require
the CONTRACTOR to transfer title and deliver to the STATE in the manner and
to the extent directed by the Agency procurement officer:
(1) Any completed goods or work product; and
(2) The partially completed goods and materials, parts, tools, dies, jigs,
fixtures, plans, drawings, information, and contract rights (hereinafter
called "manufacturing materia as the CONTRACTOR has specifically
produced or specially acquired for the performance of the terminated part
of this Agreement.
The CONTRACTOR shall, upon direction of the Agency procurement officer,
protect and preserve property in the possession of the CONTRACTOR in which
the STATE has an interest. If the Agency procurement officer does not exercise
this right, the CONTRACTOR shall use best efforts to sell such goods and
manufacturing materials. Use of this paragraph in no way implies that the
STATE has breached the Agreement by exercise of the termination for
convenience provision.
d. Com=sation.
(1) The CONTRACTOR shall submit a termination claim specifying the
amounts due because of the termination for convenience together with the
8 roam AG2-CW411W
s. v
coat or pricing data, submitted to the extent required by subchapter 15,
chapter 3-122, Procurement Rules, bearing on such claim. If the'
_
CONTRACTOR fails to file a termination claim within one year from the
effective date of termination, the Agency procurement officer may pay the
CONTRACTOR, if at all, an amount set in accordance with subparagraph
14d(3) below.
(2) The Agency procurement officer and the CONTRACTOR may agree to
a settlement provided the CONTRACTOR has filed a termination claim
supported by cost or pricing data submitted as required and that the
settlement does not exceed the total -Agreement price plus settlement costs
reduced by payments previously made by the STATE, the proceeds of any
sales of goods and manufacturing materials under subparagraph 14c, and
the Agreement price of the performance not terminated.
(3) Absent complete agreement under subparagraph 14d(2) the Agency
procurement officer shall pay the CONTRACTOR the following amounts,
provided payments agreed to under subparagraph 14d(2) shall not
duplicate payments under this subparagraph for the following:
(A) Contract prices for goods or services accepted under the
Agreement;
(B) Costs incurred in preparing to perform and performing the
terminated portion of the performance plus a fair and reasonable
profit on such portion of the performance, such profit shall not
include anticipatory profit or consequential damages, less amounts
paid or to be paid for accepted goods or services; provided,
however, that if it appears that the CONTRACTOR would have
sustained a loss if the entire Agreement would have been
completed, no profit shall be allowed or included and the amount
of compensation shall be reduced to reflect the anticipated rate of
loss;
(C) Costs of settling and paying claims arising out of the termination
of subcontracts or orders pursuant to subparagraph 14b. These
costs must not include costs paid in accordance with subparagraph
14d(3)(B);
(D) The reasonable settlement costs of the CONTRACTOR including
accounting, legal, clerical, and other expenses reasonably
necessary for the preparation of settlement claims and supporting
data with respect to the terminated portion of the Agreement and
for the termination of subcontracts thereunder, together with
9 Foam Ace-actrm
1 •
reasonable storage, h2rtsportatron, and other costs incurred m
connection with the protection or disposition of property allocable
to the terminated portion of this Agreement. The total sum to be
paid the CONTRACTOR under this subparagraph shall not exceed
the total Agreement price plus the reasonable settlement costs of
the CONTRACTOR reduced by the amount of payments otherwise
made, the proceeds of any sales of supplies and manufacturing
materials under subparagraph 14d(2), and the Agreement price of
performance not terminated. _
(4) Costs claimed, agreed to, or established under subparagraphs 1402) and
14d(3) shall be in accordance with Chapter 3-123 (Cost Principles) of the
Procurement Rules.
15. Claims Based on the Agency Procurement Officer's Actions or Omissions.
a. Changes in scone. If any action or omission on the part of the Agency
procurement officer (which term includes the designee of such officer for
purposes of this paragraph 15) requiring performance changes within the scope
of the Agreement constitutes the basis for a claim by the CONTRACTOR for
additional compensation, damages, or an extension of time for completion, the
CONTRACTOR shall continue with performance of the Agreement in compliance
with the directions or orders of such officials, but by so doing, the
CONTRACTOR shall not be deemed to have prejudiced any claim for additional
compensation, damages, or an extension of time for completion; provided:
(1) Written notice required. The CONTRACTOR shall give written notice
to the Agency procurement officer:
(A) Prior to the commencement of the performance involved, if at that
time the CONTRACTOR ]mows of the occurrence of such action
or omission;
(B) Within thirty (30) days after the CONTRACTOR knows of the
occurrence of such action or omission, if the CONTRACTOR did
not have such knowledge prior to the commencement of the
performance; or
(C) Within such further time as may be allowed by the Agency
procurement officer in writing.
(2) Notice content. This notice shall state that the CONTRACTOR regards
the act or omission as a reason which may entitle the CONTRACTOR to
additional compensation, damages, or an extension of time. The Agency
10 Poem AG2-oe(rM)
procurement officer, upon receipt of such notice, may rescind such action,
remedy such omission, or take such other steps as may be deemed
advisable in the discretion of the Agency procurement officer,
(3) Basis must be explained. The notice rewired by subparagraph 15a(1)
describes as clearly as practicable at the time the reasons why the
CONTRACTOR believes that additional compensation, damages, or an
extension of time may be remedies to which the CONTRACTOR is
entitled; and
(4) aim must be Justified, The CONTRACTOR must maintain and, upon
request, make available to the Agency procurement officer within a
reasonable time, detailed records to the extent practicable, and other
documentation and evidence satisfactory to the STATE, justifying the
claimed additional costs or an extension of time in connection with such
changes.
b. CONTRACTOR not excused. Nothing herein contained, however, shall excuse
the CONTRACTOR from compliance with any rules or laws precluding any state
officers and CONTRACTOR from acting in collusion or bad faith in issuing or
performing change orders which are clearly not within the scope of the
Agreement.
C. Puce adiustment. Any adjustment in the price made pursuant to this paragraph
shall be determined in accordance with the price adjustment provision of this
Agreement.
16. Costs and Expenses. Any reimbursement due the CONTRACTOR for per diem and
transportation expenses under this Agreement shall be subject to chapter 3-123 (Cost
Principles) of the Procurement Rules and the following guidelines:
a. Reimbursement for air transportation shall be for actual cost or coach class air
fare, whichever is less.
b. Reimbursement for ground transportation costs shall not exceed the actual cost of
renting an intermediate-sized vehicle.
C. Unless prior written approval of the DIRECTOR is obtained, reimbursement for
subsistence allowance (i.e., hotel and meals, etc.) shall not exceed the applicable
daily authorized rates for interisland or out-of-state travel that are set forth in the
current Governor's Executive Order authorizing adjustments in salaries and
benefits for state officers and employees in the executive branch who are excluded
from collective bargaining coverage.
11 Prom AM- C(I"
17. payment Procedures: Final Payment: Tax Clearance,
a. Original invoices mouired. All payments under this Agreement shall be made
only upon submission by the CONTRACTOR of original invoices specifying the
amount due and certifying that services requested under the Agreement have been
performed by the CONTRACTOR according to the Agreement.
b. Subiect to available funds. Such payments are subject to availability of funds and
allotment by the Director of Finance in accordance with chapter 37, HRS.
Further, all payments shall be made in accordance with and subject to chapter 40,
HRS.
C. Promnt yayment.
(1) Any money, other than retainage, paid to the CONTRACTOR
shall be dispersed to subcontractors within ten days after receipt of
the money in accordance with the terms of the subcontract;
provided that the subcontractor has met all the tams and
conditions of the subcontract and there are no bona fide disputes;
and
(2) Upon final payment to the CONTRACTOR, full payment to the
subcontractor, including retainage, shall be made within ten days
after receipt of the money; provided that there are no bona fide
disputes over the subcontractor's performance under the
subcontract.
d. Final payment. Final payment under this Agreement shall be subject to sections
103-53 and 237-45, HRS, which require a tax clearance from the Director of
Taxation, State of Hawaii, showing that all delinquent taxes, if any, levied or
accrued under state law against the CONTRACTOR have been paid.
18. Federal Funds. If this Agreement is payable in whole or in part from federal funds,
CONTRACTOR agrees that, as to the portion of the compensation under this Agreement
to be payable from federal funds, the CONTRACTOR shall be paid only from such funds
received from the federal government, and shall not be paid from any other funds.
19. Modifications of Agreement,
a. In writing. Any modification, alteration, amendment, change, or extension of
any tam, provision, or condition of this Agreement permitted by this Agreement
shall be made by written amendment to this Agreement, signed by the
12 FM AG2-0r41/90
CONTRACTOR and the STATE, provided that change orders shall be made in
accordance with paragraph 20 herein.
b. No oral modification. No oral modification, alteration, amendment, change, or
extension of any term, provision or condition of this Agreement shall be
permitted.
c. Agtgy procurement officer. By a written order, at any time, and without notice
to any surety, the Agency procurement officer, subject to mutual agreement of
the parties to this Agreement and all appropriate adjustments, may make
modifications within the general scope of this Agreement to include any one or
more of the following:
(A) Drawings, designs, or specifications;
(B) Method or place of delivery;
(C) . Description of services to be performed;
(D) Time of performance (i.e., hours of the day, days of the week, etc.);
(E) Place of performance of the services; or
(F) Other provisions of the Agreement accomplished by mutual action of the
parties to the Agreement.
d. Adjustments of mice or time for nerfonmance. If any modification increases or
decreases the CONTRACTOR's cost of, or the time required for, performance
of any part of the work under this Agreement, an adjustment shall be made and
this Agreement modified in writing accordingly. Any adjustment in Agreement
price made pursuant to this clause shall be determined, where applicable, in
accordance with. the price adjustment clause of this Agreement or as negotiated.
C. Claim barred after final ggyment. No claim by the CONTRACTOR for an
adjustment hereunder shall be allowed if written agreemmt of modification is not
made prior to final payment under this Agreement.
f. Claims not barred, In the absence of an Agreement modification, nothing in this
clause shall be deemed to restrict the CONTRACTOR's right to pursue a claim
under this Agreement or for a breach of contract.
g. CPO . If a modification, alteration, amendment, change or extension of
any term, provision or condition of this Agreement increases the amount payable
to the CONTRACTOR by at least $25,000.00 or ten per cent (10%) of the initial
13 Pw AG2-iC(IIW
Agreement price, whichever increase is higher, the prior approval of the CPO is
required.
h. Tax clearance, The STATE may, at its discretion, require the CONTRACTOR
to submit to the STATE, prior to the STATE's approval of any modification,
alteration, amendment, change, or extension of any term, provision, or condition
of this Agreement, a tax clearance from the Director of Taxation, State of
Hawaii, showing that all delinquent taxes, if any, levied or accrued under state
law against the CONTRACTOR have been paid.
i. Sole source ag=ments. Amendments to sole source agreements that would
change the original scope of the contract may only be made with the approval of
the CPO. Annual renewal of a sole source agreement for services should riot be
submitted as an amendment.
20. Change Order. The Agency procurement officer may, by a written order signed only by
the STATE, at any time, and without notice to any surety, and subject to all appropriate
adjustments, make changes within the general scope of this Agreement in any one or
more of the following:
(1) Drawings, designs, or specifications, if the goods or services to be
furnished are to be specially provided to the STATE in accordance
therewith;
(2) Method of delivery; or
(3) Place of delivery.
a. Adjustments of price or time for performance. If any change order increases or
decreases the CONTRACTOR's cost of, or the time required for, performance
of any part of the work under this Agreement, whether or not changed by the
order, an adjustment shall be made and the Agreement modified in writing
accordingly. Any adjustment in the Agreement price made pursuant to this
provision shall be determined in accordance with the price adjustment provision
of this Agreement. Failure of the parties to agree to an adjustment shall not
excuse the CONTRACTOR from proceeding with the Agreement as changed,
provided that the Agency procurement officer promptly and duly makes the
provisional adjustments in payment or time for performance as may be
reasonable. By proceeding with the work, the CONTRACTOR shall not be
deemed to have prejudiced any claim for additional compensation, or any
extension of time for completion.
b. CPO aom3zl, If a contract change order increases the amount payable to the
CONTRACTOR by at least $25,000.00 or ten per cent (10%) of the initial
14 rmm AG2-441 Q
Agreement price, whichever increase is higher, the prior approval of the CPO is
required.
C. Time n^iod for claim. Within thirty (30) days after receipt of a written change
order under subparagraph 20a, unless the period is extended by the Agency
procurement officer in writing, the CONTRACTOR shall file notice of intent to
assert a claim for an adjustment. Later notification shall not bar the
CONTRACTOR's claim unless the STATE is prejudiced by the delay in
notification.
d. Claim barred after final M=ent. No claim by the CONTRACTOR for an
adjustmertrhereimder shall be allowed if notice is not given prior to final payment
under this Agreement.
e. Other claims not barred. In the absence of a change order, nothing in this
paragraph 20 shall be deemed to restrict the CONTRACTOR's right to pursue a
claim under the Agreement or for breach of contract.
21. Price Adjustment.
a. Price adjustment. Any adjustment in the Agreement price pursuant to a provision
in this Agreement shall be made in one or more of the following ways:
(1) By agreement on a fixed price adjustment before commencement of the
pertinent performance or as soon thereafter as practicable;
(2) By unit prices specified in the Agreement or subsequently agreed upon;
(3) By the costs attributable to the event or situation covered by the provision,
plus appropriate profit or fee, all as specified in the Agreement or
subsequently agreed upon;
(4) In such other manner as the parties may mutually agree; or
(5) In the absence of agreement between the parties, by a unilateral
determination by the Agency procurement officer of the costs attributable
to the event or situation covered by the provision, plus appropriate profit
or fee, all as computed by the Agency procurement officer in accordance
with generally accepted accounting principles and applicable sections of
chapters 3-123 and 3-126 of the Procurement Rules.
b. Submission of cost or pig data, The CONTRACTOR shall provide cost or
pricing data for any price adjustments subject to the provisions of subchapter 15,
chapter 3-122 of the Procurement Rules.
15 Fo,m AG2-0C(I"
22. Variation in Quantity for Definite Quantity Au=ents. Upon the agreement of the
STATE and the CONTRACTOR, the quantity of goods or services, or both, if a definite
quantity is specified in this Agreement, may be increased by a maximum of ten per cent
(10%); provided the unit prices will remain the same except for any prix adjustments
otherwise applicable; and the CPO makes a written determination that such an increase
will either be more economical than awarding another Agreement or that it would not be
practical to award another Agreement.
23. Char= in Cost-Reimbursement Agreement. If this Agreement is a cost-reimbursement
Agreement, the following provisions shall apply:
a. The Agency procurement officer may at any time by written order, and without
notice to the sureties, if any, make changes within the general scope of the
Agreement in any one or more of the following:
(1) Description of performance (Attachment 1);
(2) Time of performance (i.e., hours of the day, days of the week, etc.);
(3) Place of performance of services;
(4) Drawings, designs, or specifications when the supplies to be furnished are
to be specially manufactured for the STATE in accordance with the
drawings, designs, or specifications;
(5) Method of shipment or packing of supplies; or
(6) Place of delivery.
b. If any change causes an increase or decrease in the estimated cost of, or the time
required for performance of, any part of the performance under this Agreement,
whether or not changed by the order, or otherwise affects any other terms and
conditions of this Agreement, the Agency procurement officer shall make an
equitable adjustment in the (1) estimated cost, delivery or completion schedule,
or both; (2) amount of any fixed fee; and (3) other affected terms and shall
modify the Agreement accordingly.
C. The CONTRACTOR must assert the CONTRACTOR's rights to an adjustment
under this provision within thirty (30) days from the day of receipt of the written
order. However, if the Agency procurement officer decides that the facts justify
it, the Agency procurement officer may receive and act upon a proposal submitted
before final payment under the Agreement.
16 ram Ace-oc41X6)
d. Failure to agree to any adjustment shall be a dispute under paragraph 11 of this
Agreement. However, nothing in this provision shall excuse the CONTRACTOR
from proceeding with the Agreement as changed.
e. Notwithstanding the terms and conditions of subparagraphs 23a and 23b, the
estimated cost of this Agreement and, if this Agreement is incrementally funded,
the funds allotted for the performance of this Agreement, shall not be increased
or considered to be increased except by specific written modification of the
Agreement indicating the new Agreement estimated cost and, if this Agreement
is incrementally funded, the new amount allotted to the Agreement.
24. Confidentiality of Material,
a. All material given to or made available to the CONTRACTOR by virtue of this
Agreement, which is identified as proprietary or confidential information, will be
safeguarded by the CONTRACTOR and shall not be disclosed to any individual
or organization without the prior written approval of the STATF,
b. All information, data, or other material provided by the CONTRACTOR to the
STATE shall be subject to the Uniform Information Practices Act, chapter 92F,
HRS.
25. Publicity. The CONTRACTOR shall not refer to the STATE, or any office, agency, or
officer thereof, or any State employee, including the head of the purchasing agency, the
CPO, the DIRECTOR, the Agency procurement officer, or to the services or goods, or
both, provided under this Agreement, in any of the CONTRACTOR's brochures,
advertisements, or other publicity of the CONTRACTOR. All media contacts with the
CONTRACTOR about the subject matter of this Agreement shall be referred to the
Agency procurement officer.
26. Ownership Rights and Copyright. The STATE shall have complete ownership of all
material, both finished and unfinished, which is developed, prepared, assembled, or
conceived by the CONTRACTOR pursuant to this Agreement, and all such material shall
be considered 'works made for hire." All such material shall be delivered to the STATE
upon expiration or termination of this Agreement. The STATE, in its sole discretion,
shall have the exclusive right to copyright any product, concept, or material developed,
prepared, assembled, or conceived by the CONTRACTOR pursuant to this Agreement.
27. Liens and Warranties. Goods provided under this Agreement shall be provided free of
all liens and provided together with all applicable warranties, or with the warranties
described in the Agreement documents, whichever are greater.
17 Foe= AG2-0glft)
' r
28. Audit of Books and Records of the CONTRACTOR. The STATE may, at reasonable
times and places, audit the books and records of the CONTRACTOR, prospective
contractor, subcontractor or prospective subcontractor which are related to:
a. The cost or pricing data, and
b. A State contract, including subcontracts, other than a firm fixed-prix contract.
29. Cost or 'tine Data. Cost or pricing data must be submitted to the Agency purchasing
officer and timely certified as accurate for contracts over $100,000 unless the contract
is for a multiple-term or as otherwise specified by the procurement officer. Unless
otherwise required by the Agency procurement officer, cost or pricing data submission
is not required for agreements awarded pursuant to competitive sealed bid procedures.
If certified cost or pricing data are subsequently found to have been inaccurate,
incomplete, or noncurrent as of the date stated in the certificate, the STATE is entitled
to an adjustment of the contract price, including profit or fee, to exclude any significant
sum by which the prix, including profit or fee, was increased because of the defective
data. It is presumed that overstated cost or pricing data increased the contract price in
the amount of the defect plus related overhead and profit or fee. Therefor, unless there
is a clear indication that the defective data was not used or relied upon, the price will be
reduced in such amount.
30. Audit of Cost or Pricing Data. When cost or pricing principles are applicable, the
STATE may require an audit of cost or pricing data.
31. Records Retention. The CONTRACTOR and any subcontractors shall maintain the
books and records that relate to the Agreement and any cost or pricing data for three (3)
years from the date of final payment under the Agreement.
32. Antitrust Claims. The STATE and the CONTRACTOR recognize that in actual
economic practice, overcharges resulting from antitrust violations are in fact usually
borne by the purchaser. Therefor, the CONTRACTOR herby assigns to STATE any
and all claims for overcharges as to goods and materials purchased in connection with
this Agreement, except as to overcharges which result from violations commencing after
the prix is established under this Agreement and which are not passed on to the STATE
under an escalation clause.
33. Minimizing Congestion. The CONTRACTOR shall undertake all necessary precautions
to. minimize any adverse impact the performance under this Agreement may have on
traffic congestion.
34. Governing IAw, 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
18 Foam AG243C(1M) ' .
t
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.
35. C=Rliance with Laws. The CONTRACTOR shall comply with all federal, state, and
county laws, ordinances, codes, rules, and regulations, as the same may be amended
from time to time, that in any way affect the CONTRACTOR's performance of this
Agreement.
36. Conflict between General Conditions and Procurement Rules. In the event of a conflict
between the General Conditions and the Procurement Rules, the Procurement Rules in
effect on the date this Agreement became effective shall control and are hereby
incorporated by reference.
37. Entire Ag=ment. This Agreement sets forth all of the agreements, conditions,
understandings, promises, warranties, and representations between the STATE and the
CONTRACTOR relative to this Agreement. This Agreement supersedes all prior
agreements, conditions, understandings, promises, warranties, and representations, which
shall have no further force or effect. There are no agreements, conditions,
understandings, promises, warranties, or representations, oral or written, express or
implied, between the STATE and the CONTRACTOR other than as set forth or as
referred to herein.
38. Severability. 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.
39. Waiver. 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. The fact that the STATE specifically refers to one provision of the
Procurement Rules or one section of the Hawaii Revised Statutes, and does not include
other provisions or statutory sections in this Agreement shall not constitute a waiver or
relinquishment of the STATE's rights or the CONTRACTOR's obligations under the
Procurement Rules or statutes..
19 Fo,m Ac2-cct1196l' .
ATTACHMENT6
SPECIAL CONDITIONS
1. Deletion of Portions of Agreement. For purposes of the Agreement to which
this Attachment 6 is attached, paragraph 4 of the Agreement, "Standards of
Conduct Declaration," together with Attachment 4, are deleted and the parties
agree with paragraph 4 of the Agreement and Attachment 4 are not operative.
2. Deletion of General Conditions. For purposes of the Agreement to which this
Attachment 6 is attached, the following General Conditions of Attachment 5 are
deleted and have no operative effect as between the parties:
a. Paragraph 2c
b. Paragraph 17d
3. Reports. The CONTRACTOR shall submit to the STATE reports as the STATE
may from time to time require, such as quarterly invoices, progress reports on the
performance of services and information required by the STATE for its budget
program reports and its reports under the Federal grant. The CONTRACTOR
shall submit reports in the appropriate formats and within the deadlines specified
by the STATE. Generally, cumulative expenditure reports and progress reports
on the performance of services shall be submitted within thirty (30) calendar days
after the end of each installment period. Within thirty (30) calendar days after the
expiration of the time of performance for the contract year or a sooner termination
date, the CONTRACTOR shall submit to the STATE a final expenditure report,
together with any unexpended balance of funds advanced by the STATE, and a
final report of the services performed under this Agreement.
4. Records Maintenance, Retention, and Access. The CONTRACTOR shall, in
accordance with generally acceptable accounting practices, maintain fiscal
records, supporting documents and related files, papers, and reports that
adequately reflect all direct and indirect expenditures and management and fiscal
practices related to the CONTRACTOR's performance of services under this
Agreement. The STATE, the Comptroller of the State of Hawaii, the Federal
granting agency, the Comptroller General of the United States, and any of their
authorized representatives, the committees (and their staffs) of the Legislature of
the State of Hawaii, and the Legislative Auditor of the State of Hawaii shall have
the right of access to any book, document, paper, file, or other record of the
CONTRACTOR (and of any of its subcontractors) that is related to the
performance of services under this Agreement in order to conduct an audit or
other examination or to make excerpts and transcripts for the purposes of
monitoring and evaluating the CONTRACTOR's performance of services and the
CONTRACTOR's program, management, and fiscal practices to assure the proper
and effective expenditure of funds under this Agreement. The right of access
shall not be limited to the required retention period but shall last as long as the
Special Conditions
Page 1 of 2
ATTACHMENT6
records are retained. The CONTRACTOR shall retain all records related to the
CONTRACTOR's performance of services under this Agreement for at least three
(3) years after the date of submission of the CONTRACTOR's final expenditure
report, except that if any litigation, claim, negotiation, investigation, audit, or
other action involving the records has been started before the expiration of the
three-year period, the CONTRACTOR shall retain the records until completion of
the action and resolution of all issues that rise from it, or until the end of the
regular three-year retention period, whichever occurs later.
5. Audit Requirements. The CONTRACTOR shall have an independent certified
public accountant conduct a financial and compliance audit in accordance with the
guidelines of OMB Circular No. A-128 or in accordance with Federal laws and
regulations governing the program in which they participate. Failure to comply
with the provisions of this paragraph may result in the withholding of payments to
the CONTRACTOR.
Special Conditions
Page 2 of 2
EXHIBIT A
HAWAII COUNTY POLICE DEPARTMENT
DARE BUDGET
1/1/98 TO 9/30/98
Airfare: $ 4,070.00
Registration Fees: $ 600.00
Per Diem: $ 5,130.00
Ground Transportation: $ 900.00
TOTAL BUDGET: $10,700.00
Exhibit B
INVOICE
Contract # Service Name
Organization Name:
Address:
Budgeted Amount: Budget Period
Period Covered by this Invoice Funding Source
TO: OFFICE OF YOUTH SERVICES FOR: Initial Advance
1481 S. King Street, Suite 223 Periodic Advance
Honolulu, Hawaii 96814 Reimbursement
Attention: Final Invoice
(tax clearance requiredfor processing final invoice/
AMOUNT OF PAYMENT REQUESTED
a. Total cash received year to date (include amounts previously invoiced but not yet recd)
b. Total disbursement year to date from to
Estimated disbursement from
c. Cash on hand (a. - b.)
d. Estimated disbursement from to
e. Amount of cash requested herewith (d. - c.)
Check the appropriate month(s) for which you are requesting payment.
July October January April
August November February May
September December March June
Certification I certify to the best of my knowledge and belief that this invoice is true in all respects and
that all disbursements have been for the purpose and conditions of this contract.
Signature of Authorized Official Date
Type Name and Title Agency Contact Person Phone #
OYS USE ONLY:
Approval Recommended: Signature: Date:
P.O. No.
Date Services Received:
Date invoice Received: Date sent to FIS:
P.O. Completed: P.O. Incomplete:
I certify the satisfactory receipt of goods and services:
SUBMIT ORIGINAL AND THREE (3) COPIES
OYS 023 (rev. 7128197)
Exhibit D
Office of Youth Services
QUARTERLY ACTIVITY REPORT - ADDENDUM
Safe and Drug Free Schools and Communities Act
1. Below is a listing of various groups of people who might receive services under
SDFSCA (Governors' Programs). For each group, please record how many
individuals received such services. As you complete this question, please count
each individual as a member of guly one group.
During this reporting period, how many service recipients were:
Service Year
Recipients to Date
a. School-aged youth attending public or private schools
b. School-aged youth not in school (e.g. homeless, dropouts,
incarcerated)
c. Parents or Guardians
d. Law Enforcement Officials (include. District Attorneys) I _T
e. Teachers and other school personnel
f. Other community members
2. Below is a listing of various a= groups of people who might receive services
under SDFSCA (Governors' Programs). For each group, please record how many
individuals received such services.
During this reporting period, how many service recipients were:
Service Year
Recipients to Date
a. Less than 5 years old
b. 5 to 9 years old
c. 10 to 12 years old
d. 13 to 15 years old
e. 16 to 18 years old
f. Over 18 years old
OYS-SDFSCA (8/97)
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