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HomeMy WebLinkAboutCOM 0348.002 1996-1998 - ~s.~s ~tY.~. DONALD IKEDA CONSTANCE R. KIRIU County Clerk Legislative Auditor .1 OFFICE OF THE COUNTY CLERK County of Hawaii Hawaii County Building 25 Aupuni Street ~ ' Hilo, Hawaii 96720 June 6, 1997 Mr. Keola Downing Light Post Productions HCR 3, Boz 10090 Keaau, Hawaii 96749-9225 Dear Mr. Downing: This is to confirm my conversation with you on May 22, 1997, informing that the contract with you is currently suspended until further notice. A recent decision of the Hawaii Supreme Court suggests that all services customarily and historically performed by civil service employees must be performed by civil service employees unless specifically exempted. After reviewing the services that your company has been providing, we find that they are impacted by this decision. Due to possible litigation in the future, we have no choice but to suspend your services until we have judicial guidance which would allow us to resume receiving your services. I view of the court hearing before Judge Riki May Amano, we may be receiving guidance as early as June 14, 1997, at which time the guidelines will be reviewed by all parties in litigation. It is our hope that we can apply these guidelines to your contractual services to make further determinations. I sincerely regret any inconvenience this might cause you. We are currently doing everything we can to seek a solution to this dilemma, and will contact you as any changes occur. Sinncerepl~y, Donald Ikeda COUNTY CLERK ~q.o~l U,c,~n. D+o. L~ A1{e Ifo. GNU iZet Zbt Presented F'' Rsf. Jh~ JUN 1 7 1997 , ~ REQUEST FOR PROPOSAL N0. 1552: REQUEST FOR PROPOSAL TO VIDEOTAPE PROCEEDINGS OF THE HAWAII COUNTY COUNCIL, COUNTY OF HAWAII HILO, HAWAII NOTICE TO PROPOSERS SEALED PROPOSALS will be received on or before 4:30 p.m., Wednesday, February 22, 1995, in the Office of the Purchasing Division, Department of Finance, County of Hawaii, 25 Aupuni Street, Hilo, Hawaii, for the following: REQUEST FOR PROPOSAL NO. 1552: VIDEOTAPE PROCEEDINGS OF THE HAWAII COUNTY COUNCIL, COUNTY OF HAWAII Upon application, forms of proposal and specifications may be obtained from the above-named office. Written questions or requests for clarification regarding any aspects of the above proposal must be submitted to Ms. Patricia Engelhard, County Clerk, County of Hawaii, 25 Aupuni Street, Hilo, Hawaii 96720, no later than February 6, 1995. a HARRY ~ TAKAHASHI Direct'r of Finance Hawaii Tribune Herald West Hawaii Today January 27, 1995 SPECIFICATIONS I. GENERAL The County of Hawaii desires to obtain proposals for furnishing all. work required to videotape proceedings of the Hawaii County Council. All such proposals shall be subject to this Request for Proposal, Specifications and Special Provisions, all of which are attached hereto and by reference made a part hereof. The "G~neral Terms and Conditions for Goods and Services," including exhibits of appropriate contract and bond documents, dated July 1, 1994, shall be a part of any contract entered into as a result of this proposal. All bidders are responsible to be familiar with these general terms and conditions, a copy of which is on file at the Purchasing Division and will be made available to any interested person upon request at no charge. Where any conflict might appear, the Special Provisions shall have precedence over the General Terms and Conditions and the Specifications of this bid shall have precedence over either. II. SCOPE OF SERVICE A. DEFINITIONS: "CONTRACTOR" shall mean the person/company awarded the bid. "COUNTY" shall mean County of Hawaii. "COUNCILMEMEER"" shall mean each of the nine persons elected to represent the nine districts of the Island of Hawaii. "COUNTY COUNCIL" shall mean the nine district representatives, collectively. RFP 1552 SPECIFICATIONS PAGE 1 OF 12 B. SPECIFICATIONS The CONTRACTOR, as an independent contractor, shall perform and carry out in a satisfactory and proper manner, as reasonably determined by the COUNTY, all work required to videotape proceedings of the Hawaii County Council, to begin approximately March 1, 1995, and be completed approximately February 28, 1996. This contract may be extended, at County option, for two additional one year periods. Services to be provided shall include, but not be limited to, the following: 1. The Contractor shall provide all equipment and services necessary to videotape each County Council meeting from March, 1995, through February, 1996. Contractor shall provide for all personnel costs involved in delivering the contracted services. Contractor will supply all cameras, batteries, tripods, extension cords, lights, film and any and all other equipment and supplies necessary to videotape the meetings. A basic one-camera recording, from the rear of the Council room or such other area as may be designated for the meeting, focusing as much as possible on each individual speaking is desired. Proposals which offer services beyond this approach WILL NOT be evaluated any more positively. 2. Contractor shall provide, on high quality video tape cassettes, two sets for each session and shall deliver one, in VHS format, to a designated office in Hilo (currently Na Leo O Hawaii, Inc.), for televising on the public access channel the evening of the Council meeting. The second set of tapes shall be converted to Beta format for as RFP 1552 SPECIFICATIONS PAGE 2 OF 12 long as necessary (conversion date to VHS unknown; proposals may provide for additional cost to convert to Beta if necessary) for televising on the public access channel in West Hawaii, and shall be delivered to the County Clerk's office no later than 8:00 AM the morning following the videotaping. 3. Council meetings are anticipated to be from three to five hours in length, but could be longer or shorter than that. Meetings are scheduled for the first and third Wednesdays of each month but may be changed from time to time if other Councilmember commitments conflict with those dates. A minimum of six days notice will be given when Council meeting dates are changed. Tentative dates are as follows: 3/1/95 3/15/95 4/5/95 4/19/95 5/3/95 5/17/95 6/7/95 6/20/95* 7/5/95 7/19/95 8/2/95 8/16/95 9/6/95 9/20/95 10/4/95 10/18/95 11/1/95 11/15/95 12/5/95* 12/20/95 1/3/96 1/17/96 2/7/96 2/21/96 (*Tuesday) Additionally, it is presently expected that a few (from four to eight) meetings may be held in places outside the County Council Room at the County Building. Meeting sites would probably be in North or South Kona, Ka'u or North or South Kohala. C. QUALIFICATIONS: The CONTRACTOR: 1. Must provide documentation to show that the CONTRACTOR is eligible to conduct business in the State, of Hawaii, i.e. Articles of Incorporation, State Excise Taa, etc. RFP 1552 SPECIFICATIONS PAGE 3 OF 12 1 2. Must provide documentation to show that the CONTRACTOR has experience in producing professional quality videotapes. 3. Must have necessary equipment and transportation to accomplish the desired tasks. 4. Must be available to do taping during periods of time when Council meetings are scheduled. D. COST ITEMS: Proposers should provide costs to videotape based on a number of hours for each meeting, or for each meeting in toto. If the cost breakdown is by hour, it may be broken down to the nearest tenth hour for billing purposes. Cost to set up, and breakdown at the end of meetings should not have separate charges, nor should any charges be made for time required to copy and deliver tapes. Proposers may indicate costs to be billed for mileage and/or per diem when meetings are held in locations other than Hilo, as well as any reimbursement items. Proposers may indicate a per meeting or per cassette charge for Beta tapes as required. All proposals should indicate if prices will be maintained for the additional two option years, provide prices for those years if different, or provide some basis for negotiation of prices for additional years. RFP 1552 SPECIFICATIONS PAGE 4 OF 12 III. INSTRUCTION TO PROPOSERS A. TIME SCHEDULE The following schedule consists of major events leading up to the selection of the Contractor: 1. January 27, 1995: Date of advertisement in the Hawaii Tribune Herald and West Hawaii Today. 2. February 6, 1995: Submit written questions or request for clarification. All answers, if necessary, will be provided to all interested parties in the form of an addendum to these specifications by February 13, 1995. 3. February 22, 1995, 4:30 p.m.: Deadline for receipt of proposals. 4. Evaluation of proposals and negotiations if necessary are expected to take no more than one week; successful proposer should be prepared to begin services on or about March 1, 1995. RFP 1552 SPECIFICATIONS PAGE 5 OF 12 B. AMBIGUITY, CONFLICT, DISCREPANCIES, OMISSIONS OR OTHER ERRORS IN THE REQUEST FOR PROPOSAL. Any interested party who discovers any ambiguity, conflict, discrepancy, omission or other error in the Request for Proposal shall notify the following in writino on or before February 6, 1995: Ms. Patricia Engelhard County Clerk County of Hawaii 25 Aupuni Street Hilo, Hawaii 96720 Modifications or clarification (if necessary) will be made by issuing an addendum by February 13, 1995, and will be given by written notice to all parties who have been furnished the REQUEST FOR PROPOSAL, without divulging the source of the request. If any proposer fails to notify the County prior to the date and time fixed for submission of proposals of an error in the REQUEST FOR PROPOSAL known to him, he shall submit the proposal at his own risk; and if he is selected by the County, he shall not be entitled to additional compensation or time by reason of the error or its later correction. The County may also modify the REQUEST FOR PROPOSAL prior to the date and time filed for submission of proposals by issuance of an addendum to all parties who have received the REQUEST FOR PROPOSAL, or may issue addenda after negotiations have begun with all proposers whose proposals remain under consideration. All addenda will be numbered consecutively beginning with the number "1." It shall be the responsibility of the proposer to assure all addenda have been received at all times prior to the opening date and time. RFP 1552 SPECIFICATIONS PAGE 6 OF 12 r C. INTERPRETATION OF PROVISIONS Notwithstanding any other provisions, if there is any doubt as to the interpretation of any of the provisions herein, the proposer shall submit an inquiry in writino as in Section B above. An addendum will be issued as indicated above. Any question regarding the interpretation of any provision after proposals have been opened and/or a contract awarded will be subject to a ruling of the Director of Finance, County of Hawaii, whose decision will be final. In addition, the parties hereto agree that the Director shall have the sole power to decide and resolve matters which may arise in the future and which are not covered in this proposal. IV. REQUIREMENTS AND PROCEDURES In responding to the "REQUEST FOR PROPOSAL" the following shall be included as a minimum: A. Qualifications, References, and Other Considerations 1. The name of the firm or person, the principal place of business, and location of all of its offices. 2. The education, training, and qualifications of members of the firm and/or individual. 3. The names of clients who may be contacted, including those for whom services were rendered during the preceding year. 4. Any promotional or descriptive literature which the individual or firm desires to submit. RFP 1552 SPECIFICATIONS PAGE 7 OF 12 g, C`nct of services: Prices should be provided for the initial period, and if different, the two option year periods. C. Signature/Letter of Transmittal: The proposal shall be accompanied by a letter of transmittal which should include as a minimum the name of the individual designated as the authorized representative of the firm and a summary of key points of the proposal. The letter should be signed by an authorized individual. If the proposer is a corporation, the legal name should appear on the letter and the letter should be signed by an officer or officers authorized by corporation. If the proposer is a partnership, the true name of the firm is required on the letter, and the letter should be signed by a partner or partners authorized to sign such documents. If an agent is used, a power of attorney or equivalent must accompany the proposal. The name and title of the individual signing must be typed below the signature. A company signature is not acceptable. D. Submission of Proposal The proposal shall be submitted as follows: 1, Number of conies: One (1) original and one (1) copy of the proposal, typed, and double spaced. Paper should be plain white, 8-1/2" s 11"; the use of elaborate binders or presentation media is discouraged. 2. Proposal Preparation Cost: Cost for developing the proposals are entirely the responsibility of the Proposer and shall not be charged to the County. RFP 1552 SPECIFICATIONS PAGE 8 OF 12 3. Submission Address: The proposal along with any required submittals and transmittal letter shall be submitted NO LATER THAN 4:30 P.M., WEDNESDAY, FEBRUARY 22, 1995, to: Director of Finance County of Hawaii 25 Aupuni Street, Room 118 Hilo, Hawaii 96720 Proposals should be mailed or delivered in person to the above address, in either the envelope provided with this proposal or packaging of proposer's preference, provided that the RFP number, name and proposers name is clearly printed on the outside. All proposals received will be time-stamped and deposited in the locked bid boa of the Purchasing Division until the deadline. Proposals that are mailed in must arrive in the Purchasing Division before the time deadline; proposals received after the deadline will be returned unopened to the sender. The proposer shall be solely responsible for the timely arrival of its proposal. Proposals will be not be publicly opened, nor will the names of individuals or firms who have submitted proposals be made public until such time as an award is made or all proposals rejected. After award, all proposals shall be public information except proposal sections containing proprietary information or other information not appropriate for public perusal which shall be sealed by the proposer in a separate envelope marked "PROPRIETARY INFORMATION." RFP 1552 SPECIFICATIONS PAGE 9 OF 12 V. INDEMNITY The proposer shall conduct its activities as not to endanger any person; and shall indemnify, save and hold harmless the County and all of its officers, agents, and employees from any and all claims for losses, injuries, damages, and liabilities to persons or property occasioned wholly or in part by acts or omissions of the Proposer, its agents, officers, employees, or any persons under the control of the Proposer. VI. WITHDRAWAL OF PROPOSALS A Proposer may withdraw his proposal by submitting a written request to the Director of Finance any time prior to proposal deadline. VII. REJECTION OF PROPOSALS The Director of Finance reserves the right to accept or reject any or all proposals and to waive any defects in said REQUEST FOR PROPOSAL if deemed to be in the best interest of the County. VIII. GONTAGT FOR INFORMATION If the Proposer requires additional information from the County, arrangements shall be made through Ms. Patricia Engelhard, County Clerk, County of Hawaii, 25 Aupuni Street, Hilo, Hawaii 96720. However all vrovosers are cautioned that no verbal information~n~~ ha rnna;APred in nroviding~ proposal. Only written addenda in response to written questions or comments will be considered as alteration to this request for proposal. Ig, *~"~'HOD OF SELECTION: The selection of the Proposer will be made by the Director of Finance based upon the consideration of which proposer is the most qualified to perform those services required by this Request for Proposal. RFP 1552 SPECIFICATIONS PAGE 10 OF 12 Factors to be considered in making the award, not necessarily in order of importance, shall be as follows: 1) EXPERIENCE (Proposals should list similar work done previously; awards or recognition for other video projects, references, etc.) 2) RESOURCES AND EQUIPMENT TO BE USED (Proposals should include a listing of equipment to be used in taping meetings, making copies if necessary, availability of vehicles to transport equipment, staff available as backup if needed, etc.} 3) COST (including cost of taping meetings held in locations other than Hilo and Beta tape copies). Cost for projected option years will also be considered. It is anticipated that only one firm or individual will be selected to provide needed services. The County of Hawaii reserves the right to make an award based only upon proposals submitted, or may require submittal of additional information and/or oral presentation. The County of Hawaii also reserves the right to negotiate with one or more proposers and request best and final offers; provided that no proposer's proposal or information regarding his or her negotiation with the County shall be public information or shared with any other proposer until after an award is made. The County of Hawaii further reserves the right to use any ideas presented in any proposal or as a result of any negotiation, unless marked "PROPRIETARY", whether from a successful or rejected proposal. RFP 1552 SPECIFICATIONS PAGE 11 OF 12 The Director of Finance shall be the sole judge in the selection of the Proposer whose proposal will best accomplish the needs of the County and in accordance to the availability of funds. X. TERMS OF THE CONTRACT: The terms and conditions shall be set forth in the award. If the terms are not agreeable to the successful Proposer and if no agreement can be reached by both parties, the award may be dissolved without penalty to either party. RFP 1552 SPECIFICATIONS PAGE 12 OF 12 SPECIAL PROVISIONS 1. BID ACCEPTANCE/REJECTION: The County reserves the right to reject any and all bids and to accept the bids in whole or in part as best suited in the interest of the County, giving due consideration to price, quality of product and proven dependability and ability of each proposer with respect to ability to serve the County. 2. DURATION OF CONTRACT: Contract shall be effective for a period of one year beginning with the date of award, renewal annually for two additional one year periods at option of the County. 3. DEVIATIONS: The Director of Finance reserves the right to waive and/or accept any minor deviations from the specifications, if in his opinion, such waiver will be in the best interest of the County and that such waiver shall not materially affect the standards of performance, operations, capacities or quality of the services offered. 9. PROPOSAL OPENING: All proposals received will be time-stamped and deposited in the locked bid boa of the Purchasing Division until the hour of bid opening. Proposals that are mailed in must arrive in the Purchasing Division before the time of opening; proposals received after the hour of opening will be returned unopened to the sender. The proposer shall be solely responsible for the timely arrival of its proposal. 5. NON- RATUr'r`~ AFFIDAVIT: The successful proposer must execute and submit with the final invoice for payment, the Non-Gratuity Affidavit, duly notarized. 6. TAX CLEARANCE: All proposers including out-of-state proposers. must apply to the Hawaii State Taa office for a tax clearance and submit approval to the County using agency before final payment can be made. 7. PAYMENT: Payment will be made as soon as practical in the normal course of business upon proper invoicing and satisfactory delivery of goods and/or services. Invoices should be mailed or delivered to the County Clerk, 25 Aupuni St., Hilo, Hawaii 96720. S. FORUM SELECTION: No action or proceeding involving this contract shall be commenced by either party except in the Circuit or District Courts of the Third Circuit, County of Hawaii, State of Hawaii; nor shall any action commenced in such court be removed or transferred to any other state or federal court. RFP 1552 SPECIAL PROVISIONS PAGE 1 OF 9 9. INDEPENDENT CONTRACTOR: The Contractor shall perform the contract as an independent contractor and shall indemnify and save the County and its officers and employees harmless from any and all deaths, injuries, losses and damages to persons or property, and any and all claims, demands, suits, action and liability therefor, caused by error, omissions or negligence in the performance of the contract by the Contractor or his subcontractors, agents and/or employees, until such time as action against the Contractor for death, injuries, losses and damages is barred by the provisions of Chapter 657, HRS, as amended, relating to limitations of actions. 10. LAwS AND REGULATIONS: The Contractor shall keep himself fully informed of all laws, ordinances, codes, rules and regulations, governmental general and development plans, setback limitations, rights-of-way, and all changes thereto, which in any manner affect the contract and the performance thereof, including but not limited to: A. All Sections of the Hawaii County Charter and Hawaii County Code. B. Chapter 103, HRS, as amended, relating to expenditure of public money. C. Chapter 104, HRS, as amended, relating to wages and hours of employees on public works. D. Chapter 321, HRS, as amended, relating to Health Department. E. Chapter 378, HRS, as amended, relating to fair employment practices. F. Chapter 376, HRS, as amended, relating to industrial safety. G. Chapter 386, HRS, as amended, relating to workmen's compensation. H. Section 507-17, HRS, as amended, relating to recovery on bond for materials and labor used on public works. The Contractor shall comply with all such present laws, ordinances, codes, rules, regulations, design standards and criteria, governmental general and development plans, setback limitations, rights-of-way, including the giving of all notices necessary and incident to the proper and lawful prosecution of the work, and all changes thereto. if any discrepancy or inconsistency is discovered between the contract and any such law, ordinance, code, rule, regulation, design standard, design criterion, governmental general or development plan, setback limitation or rights-of-way, the Contractor shall forthwith report the same in writing to the Officer-in-Charge. RFP 1552 SPECIAL PROVISIONS PAGE 2 OF 9 11. TIME OF PERFORMANCE OF CONTRACT: Time is of the essence. Performance of the services under the contract shall be commenced on the commencement date designated in the notice to proceed and the services as required in the special provisions shall be completed within the number of calendar days specified. 12. DELAY IN PERFORMANCE OF CONTRACT• If any delay in the performance of the services under the contract occurs as a result of unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including but not limited to, acts of God, acts of the public enemy, acts of the County with respect to the contract, acts of another contractor in the performance of a contract with the County, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence of both the Contractor and such subcontractors or suppliers, then the Contractor shall be granted an extension of the time for performance corresponding to the delay. If as a result of the delay completion of performance within the extended time would cause undue hardship to the Contractor, the Director may, in his discretion, grant a further eztension of the time for performance. No extension of time, however, shall be granted unless a written application therefor stating in detail the cause or causes of delay is filed by the Contractor with the Officer-in-Charge within ten (10) calendar days after the commencement of the delay. The number of days of each eztension of time shall be determined by the Director upon the recommendation of the Officer-in-Charge. No such eztension shall be deemed a waiver of the right of the County to require the completion of the services under the contract within the time required herein as so extended by the specific terms of such extension or extensions, nor a waiver of right to terminate the contract for any other or additional delay not covered by the specific terms of such extension or eztensions. 13. nonecrTITTAN of TAE WORK: The Contractor shall be available upon reasonable demand to discuss the progress of the services being performed under contract. All questions arising during the performance of the contract which must be resolved by the Director or Officer-in-Charge shall be brought to their immediate attention. The Contractor shall direct his work to relate appropriately to, and in accordance with, established engineering, planning, accounting and/or architectural design principles and practices for good ezterior appearance, and the natural and man-made environment; provided, that if the project is for an economic feasibility study or other study, then the Contractor shall direct his work to relate appropriately to, and in accordance with established principles, practices and standards for such study. RFP 1552 SPECIAL PROVISIONS PAGE 3 OF 9 The Contractor shall furnish sufficient technical supervision and administrative personnel to insure the proper performance of the services under the contract and shall be responsible for the accuracy of all computations and completeness of all designs, plans and/or studies. All notes, including field notes, designs, drawings, tracings and other data produced in the performance of the contract shall be the property of the County. The Officer-in-Charge shall have access, at all reasonable times, to all notes, designs, drawings, tracings or other technical data pertaining to the services being performed under the contract for the purpose of inspection and making copies of them. Upon completion of the services under the contract, any or all of such notes, studies, designs, drawings, tracings, or other technical data shall be delivered and surrendered to the County on demand, provided that copies of such notes, studies and other technical data may be delivered and surrendered instead of originals. 14. AUTHORITY OF THE OFFICER-IN-CHARGE AND DIRECTOR: Any question or dispute concerning any provision of the contract which may arise during its performance shall be decided by the Officer-in-Charge. The decisions of the Officer-in-Charge shall be final and binding upon all parties unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence, provided that decisions on questions or disputes relating to acceptance of the services performed under the contract, suspension or termination of the contract, extension of time, reduction or increase in the compensation of the Contractor and payment shall become final and binding upon all parties only upon approval of the Director, and provided further that nothing herein shall be construed as making final and binding any decision of the Officer-in-Charge and/or Director on a question of law. Pending final decision of any dispute or question, the Contractor shall proceed diligently with the performance of services under the contract in accordance with the decision of the Officer-in-Charge and/or Director. 15. COOPERATION BY THE COUNTY: The County shall, without cost to the Contractor, through the Officer-in-Charge, cooperate fully with the Contractor and will promptly place at the disposal of the Contractor all available pertinent information which the County may have in its possession. The County will certify to the accuracy of certain information in writing whenever it is possible to do so. The County does not represent that other information not certified as accurate is so and takes no responsibility therefor and the Contractor shall rely on such information at his own risk. RFP 1552 SPECIAL PROVISIONS PAGE 4 OF 9 16. REVIEW BY THE COUNTY' The County shall review all submittals and other work and data required to be made by the Contractor and reject or approve such submittals in their entirety or approve the same subject to such deletions, additions and revisions as the County may deem necessary and proper. In submittals specified in the special provisions, all items not required by the County to be deleted, added or revised after review by the County and not defective by reason or error, omission or negligence on the part of the Contractor, his subcontractor, agents or employees shall be deemed to have been approved. 17. COMPENSATION: The Contractor shall be paid the amount stated in the written agreement or the amount determined in accordance with the special provisions, whichever is lower, less any reduction in compensation and plus any increase in compensation pursuant to paragraph 20 of the Special Provisions, as full compensation for the performance of the services under the contract. 18. °T"^^**""z'uT OF THE PROJECT' DEATH OR DISABILITY OF CONTRACTOR' in the event the County terminates the contract because it wishes to abandon, defer, restudy or revise the project, or in the event the Contractor, in the case of an individual, dies or becomes physically or mentally disabled, the Contractor or his estate shall be compensated in the same proportion of the compensation under the contract as the services performed bear to the services to be performed under the contract. 19. PROGRESS PAv~'NTS: The Contractor's compensation shall be paid in periodic progress payments only if specifically called for by a separate schedule in the Contract or Agreement. In the event there is no specific schedule, payment shall be in the normal course of business following the proper completion of all work,' terms and conditions of the Contract. 20. RE^'*~TTON OR INCREASE IN COMPENSATION' The compensation of the Contractor shall be reduced whenever modification of the contract or designs and plans pursuant to paragraph 21 of Special Provisions reduce the services to be performed by the Contractor. The compensation of the Contractor shall be increased to reimburse him for increased costs to perform the services under contract if performance of the services is delayed for more than siz months by an act or omission of the County. No such reimbursement, however, shall be made unless he files a written application therefor with the Officer-in-Charge within thirty (30) calendar days after termination of the delay. in addition, RFP 1552 SPECIAL PROVISIONS PAGE 5 OF 9 the compensation of the Contractor shall be increased whenever modification of the contract pursuant to paragraph 21 of Special Provisions requires the Contractor to perform services not required under the contract and whenever modification of designs and plans or studies is required pursuant to paragraph 21 of Special Provisions after the designs and plans or studies have been approved by the County. For each such modification and each modification reducing the services to be performed by the Contractor, the compensation of the Contractor shall be increased or reduced in accordance with the supplemental agreement or if no supplemental agreement has been entered into, by an amount equal to the sum total of the following: (a) Wages of employees actually engaged in the services required by the modification and the salary cost of principals when actually engaged in such services in the case of an increase in compensation or the wages of employees and the salary cost of principals who would have been so engaged in the case of a reduction in compensation; (b) One hundred fifty percent (150$) of (a) for all other overhead, including bonus allowances, cost of supplies used, cost of transportation within the County of Hawaii required for the project and profit; and (c) Other direct costs, including the cost of transportation to and from destinations outside of the County of Hawaii and long distance telephone calls and/or data transmission costs; and (d) The State of Hawaii General Excise Taa payable by the Contractor on (a), (b), and (c). 21. MODIFICATIONS OF CONTRACT. DESIGNS. PLANS AND STUDIES: The County may at any time make such modifications in the contract, and the designs and plans or studies prepared by the Contractor as it deems necessary and advisable. Such modifications shall be made by a supplemental agreement in writing or by written order of the Director; provided that modifications by such a written order shall be limited to modifications in the scope of services and in the designs, plans and studies; and provided further that modifications involving no reduction or increase in compensation of the Contractor may be made by written order of the Officer-in-Charge. Upon receipt of a written order, the Contractor shall proceed with the modification as ordered. If the Contractor does not agree with any of the terms or conditions of or with the amount of the reduction or increase in compensation provided for in the order, he shall file with the Officer-in-Charge a written protest setting forth his reasons in detail within ten (10) RFP 1552 SPECIAL PROVISIONS PAGE 6 OF 9 calendar days after receipt of the order. The protest shall be disposed of pursuant to the provisions of paragraph 14, AUTHORITY OF THE OFFICER-IN-CHARGE AND DIRECTOR. Failure to file such protest within the time specified shall constitute agreement on the part of the Contractor with the terms, conditions anfl amount in the order. In the event the Contractor for reasons related to safety does not agree with and refuses to proceed with the modifications in the designs and plans required by the County in the written order, the Director may allow the Contractor to withdraw from the contract without breach, provided the Contractor files with the Director a written protest setting forth his reasons in detail within ten (10) calendar days after receipt of the order. If withdrawal is allowed, the Contractor shall be compensated in the same proportion of the compensation services to be performed under the contract. 22. '~SIGi"'"z'NT OF MONEY DUE OR PAYABLE: Assignments of money due or to become payable to the Contractor under the contract shall not be valid without the prior written consent of the Director. The rights of the assignee to moneys due or to become due to the Contractor shall be subject to paragraph 26 of Special Provisions. 23. *~rFDTA_NCE AND FINAL PAYMENT• Final payment will be made only after the issuance of a notice of final approval and acceptance by the Director advising the Contractor of the satisfacto=y fulfillment of the terms of the contract and receipt of a certificate from the Director of Taaation, as provided in Section 103-53, HRS, relating to prerequisite for final settlement of contracts. Acceptance by the Contractor of the final payment shall constitute payment in full for all services performed under the contract. 24, ^~^°T ^F THE COUNTY TO TERMINATE: The County shall have the right to suspend performance of the services under the contract or terminate the contract in whole or in part at any time by written notice to the Contractor. Upon termination all data, plans, specifications, reports, estimates, summaries, com- pleted work and work in progress and such other information and materials as may have been accumulated by the Contractor in the performance of his services shall, in the manner and to the eatent determined by the Officer-in-Charge, become the property of and be delivered to the County. If the termination is for reasons other than default of the Contractor as provided in paragraph 25, the Contractor shall be compensated in accordance with paragraph 18. RFP 1552 SPECIAL PROVISIONS PAGE 7 OF 9 25. TERMINATION BECAUSE OF CONTRACTOR'S DEFAULT: The County shall have the right to enter into a new contract with another contractor and Pay a reasonable compensation for such services as may be necessary to properly complete the services under the contract if it terminates the same because the Contractor: A. Fails to begin work under the contract at the time required; or B. is unnecessarily delaying the performance of the contract or any part thereof; or C. Is failing to perform the contract with sufficient or adequate personnel, equipment or materials or is not making sufficient progress to ensure the completion of the contract within the time specified; or D. Fails to perform the contract in accordance with direction of the Officer-in-Charge; or E. Discontinues performance of the contract; or F. Fails to re-commence performance of the contract within a reasonable time after service of a written order to do so if the performance had been suspended; or G. Becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency; or H. Allows any final judgment to stand against him unsatisfied for a period of ten (10) calendar days; or I. Makes an assignment for the benefit of creditors; or J. Fails to pay for all labor, tools, materials and equipment; or K. Has abandoned the contract; or L. Violates or fails to comply with any of the terms, covenants and conditions of the contract. The fee of such other contractor shall be paid from any unexpended amount of the compensation under the contract. Should the compensation of such other contractor exceed such unexpended amount, then the contractor shall reimburse the County for the difference as part of the damages caused by Contractor's default. After payment of the Compensation of such other consultant, any remaining unexpended amount of the compensation payable under the contract shall be paid to the original contractor. RFP 1552 SPECIAL PROVISIONS PAGE 8 OF 9 The provisions of this subsection shall not apply if the contractor is an individual and the default is due to his death or mental or physical disability. 26. AUTHORITY TO WITHHOLD MONEY DUE OR PAYABLE: The County may withhold such amounts from the money due or to become payable under the contract to the Contractor, or any assignee under paragraph 22,'as may be necessary to protect the County against liability or to satisfy the obligations of the Contractor to the County and to employees, subcontractors and material men who have performed labor or furnished material and equipment under the contract and may make such payments from such amount as may be necessary to discharge such obligations and protect the County. 27. REMEDIES NOT EXCLUSIVE• The express provision herein of certain measures which may be exercised by the County for its protection shall not be construed to preclude the County from exercising any other or further legal or equitable right to protect its interests. 28. CONSTRUCTION OF CONTRACT: The masculine shall be deemed to embrace and include the feminine and the singular shall be deemed to embrace and include the plural, whenever required in the content of the contract. RFP 1552 SPECIAL PROVISIONS PAGE 9 OF 9 ~pDT.T.`MT'NTLT. A(:RE NT THIS SUPPLEMENTAL AGGREEMENT, entered on , 19 by and between the COUNTY OF HAWAII, a municipal corporation of the State of Hawaii, by Stephen K. Yamashiro, its Mayor, whose address is 25 Aupuni Street, Hilo, Hawaii 96720, hereinafter called "COUNTY," and LIGHT POST PRODUCTION CO., Principal: George Andrews Downing, whose mailing address is HCR 2, Boz 10090, Keaau, Hawaii 96749-9225, hereinafter called "CONTRACTOR." WITNESSETH: WHEREAS, the parties hereto have entered into a contract for professional services dated March 1, 1996 pursuant to the written offer of the contractor to videotape the proceedings of the Council, hereinafter referred to as the "Contract"; WHEREAS, the parties now desire to modify the Contract to ezercise the second year renewal option under RFP 1552, and to incorporate a taz clearance requirement; NOW, THEREFORE, IT IS MUTUALLY UNDERSTOOD AND AGREED that the Contract is hereby modified as follows: Item 1, Scope of Services: Delete "beginning March 1, 1996 and ending February 28, 1997" and substitute with "beginning March 1, 1996 and ending February 28, 1998" in lieu therof. Item 4, Compensation: Delete "20,000.00" and substitute with "$40,000.00" in lieu thereof. New item 24, Taz Clearance: In accor~.ance with Sections 103-53 and 237-45, Hawaii Revised Statutes, the final payment on this Agreement shall not be settled until the Consultant obtains receipt of a taz clearance from the State Department of Tazation and the Internal Revenue Service to the effect that all delinquent taxes levied or accrued against the Contractor have been paid. In all other respects, the provisions of Contract No. 96199 dated March 1, 1996 shall govern as if this Supplemental Agreement had not been entered into. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement to be ezecuted the day and year first above written. COUNTY OF HAWAII By Stephen K. Yamashiro Its Mayor CONTRACTOR BY Georg Andrews Downing ~ Its ner RECOMMEND APPROVAL: County Clerk, County of Hawaii Date • ~ - Z 7 - 4 7 APPROVED AS TO FORM AND LEGALITY: Corporation Counsel County of Hawaii Date: 2 CONTRACT FOR PROFESSIONAL SERVICES THIS CONTRACT, entered on ~Ia.vtJ... ~ 19~, by and between the COUNTY OF HAWAII, a municipal corporation of the State of Hawaii, by Stephen K. Yamashiro, its Mayor, whose address is 25 Aupuni Street, Hilo, Hawaii 96720, hereinafter called "COUNTY," and Light Post Production Co., Principal: Keola G.A. Downing, whose mailing address is R. R. #2 Box 3908, Pahoa, Hawaii 96778, hereinafter called "CONTRACTOR." WITNESSETH: WHEREAS, the Office of The County Clerk and the County Council of the County of Hawaii, hereinafter called the Council, representing the COUNTY, negotiated to engage the CONTRACTOR to videotape the proceedings of the Council during twice monthly meetings; and WHEREAS, the services to be provided by the CONTRACTOR are professional in nature; and WHEREAS, the COUNTY wishes to engage the CONTRACTOR for the performance of the services connected therewith; and WHEREAS, the CONTRACTOR desires to render such services as an independent CONTRACTOR for and on behalf of the COUNTY. NOW, THEREFORE, for and in consideration of the mutual promises and agreements herein contained, the CONTRACTOR agrees to perform such services hereinafter set forth; and the COUNTY, in consideration thereof, agrees to pay to the CONTRACTOR such amounts as are hereinafter specified, all upon the following terms and conditions: 1. Scone of Services. The CONTRACTOR, as an independent contractor, shall perform and carry out in a satisfactory and proper manner, as reasonably determined by the COUNTY in accordance with paragraph 9, all work required to videotape the meetings of the Council beginning March 1, 1995 and ending February 29, 1996. This will include, but not be limited to, the following: A. Providing all equipment and services necessary to videotape each Council meeting. CONTRACTOR shall provide for all personnel costs involved in delivering the contracted services. CONTRACTOR will supply all cameras, batteries, tripods, extension cords, lights, film and any and all other equipment and supplies necessary to videotape the meetings; B. Providing, on high quality video tape cassettes, two sets for each session of the meetings, and shall deliver one, in VHS format, to a designated office in Hilo (currently Na Leo O Hawaii, Inc.), for televising on the public access channel the evening of the Council meeting. The second set of tapes shall be converted to Beta format, until otherwise notified by COUNTY, for televising on the public access channel in West Hawaii, 2 and shall be delivered to the County Clerk's Office no later than 8:00 AM the morning following the video taping of the Council meeting. C. Providing that each videotape shall include a copyright statement indicating that all rights are reserved by the Council, and such other restrictions and disclaimers as deemed appropriate by the COUNTY. D. Providing for video taping of up to 8 meetings outside of the County Council Room at no extra charge. E. Council meeting days are scheduled as follows, but may be changed from time to time if other Councilmember commitments conflict with the dates: 03/01/95 03/15/95 04/05/95 04/19/95 05/03/95 05/17/95 06/01/95 06/20/95 07/05/95 07/19/95 08/02/95 08/16/95 09/06/95 09/20/95 10/04/95 10/18/95 11/01/95 11/15/95 12/05/95 12/20/95 01/03/96 01/17/96 02/07/96 02/21/96 2. Services of the COUNTY. The COUNTY shall, without cost to the CONTRACTOR and through the County Clerk's Office: A. Advise the CONTRACTOR of any changes in scheduled meeting dates at least six (6) days prior to the change; B. Coordinate CONTRACTOR'S informational needs as requested and reasonable; C. Process payments to the CONTRACTOR. 3 3. Time of Performance. This Contract shall be effective upon execution. The services of the CONTRACTOR shall commence on said date and shall be undertaken and completed in such sequence as to assure the expeditious completion of the services; but, in any event, all the services required hereunder shall be completed within one year of the effective date of this Contract. If the CONTRACTOR'S work is delayed by indecision or lack of information on the part of the COUNTY, the CONTRACTOR may request an extension of time for performance of such tasks; the COUNTY may grant a reasonable extension and shall notify the CONTRACTOR of any extension in writing. 4. Compensation. In consideration of the agreements and undertakings on the part of the CONTRACTOR, the COUNTY hereby undertakes and agrees to pay to the CONTRACTOR for services, as described in paragraph 1 above, the amount of FORTY FIVE DOLLARS ($45.00) per hour plus SEVEN DOLLARS ($7.00) per tape in either VHS or Beta format. The total sum is not to exceed TEN THOUSAND AND NO/100 DOLLARS ($10,000.00). The compensation shall be deemed full payment for all work performed by the CONTRACTOR. Said compensation shall include all services, travel, materials, supplies, equipment, overhead, profit, taxes, and other incidentals and operating expenses necessary, either directly or indirectly, either 4 anticipated or unforeseen or unexpected, to complete the project as required under paragraph 1 above. Such payments are to be made in the manner and at the times as provided herein and subject to such additions thereto or deductions therefrom as may be made hereafter in accordance with this Contract. No charges other than the agreed amount herein shall be payable to the CONTRACTOR unless authorized in writing by the COUNTY. In the event additional work beyond that specified in this Contract is requested by the COUNTY, the CONTRACTOR shall be compensated for such extra work as mutually agreed to by the COUNTY and the CONTRACTOR. 5. Method of Reporting and Payment. CONTRACTOR agrees to: A. Submit to the COUNTY, on a monthly basis, payment requests under a format substantially the same as that submitted with proposal 1552, certified as to the work being performed in conformance with the terms of this Contract, and verified by the CONTRACTOR and a designated County official. B. Maintain in its files, at all times, documentation certifying that the work described in any bills, invoices, or payment requests sent to the COUNTY for payment are complete, correct, and in accordance with terms of this Contract. 5 C. The CONTRACTOR shall work diligently to meet the work plan and time schedule as mutually agreed to by the COUNTY and the CONTRACTOR. 6. Standards. All work shall be performed in conformance with the specifications provided in RFP 1552 and the Propoaal made by CONTRACTOR. 7. Final Acceptance and payment. Final acceptance is stipulated to mean a written notice from the COUNTY to the CONTRACTOR advising it of the satisfactory fulfillment of the Contract requirements. Final payment will be made only after issuance of the notice of acceptance and receipt by the Finance Director of a tax clearance from the Director of Taxation verifying that the CONTRACTOR has paid all delinquent taxes levied or accrued. Anon-gratuity affidavit will be required to be executed and filed by the CONTRACTOR before final payment will be authorized. A sample form is made part of this Contract as Exhibit C. 8. Relationship of Parties. The parties intend that an independent contractor relationship will be created by this contract. The County is interested in the results to be achieved; and the conduct and control of the work will be solely with the CONTRACTOR. The CONTRACTOR is not to be considered an agency or employee of the County for any purpose and is not 6 entitled to any of the benefits that the County provides for County employees. 9. Settlement of Disputes. Any dispute covering a matter of fact arising out of this Contract, which is not disposed of by mutual agreement of parties, shall be decided by the County Clerk, or her authorized representative, who shall reduce her decision to writing and mail or otherwise furnish a copy to the CONTRACTOR. The decisions of such persons shall be final and conclusive. Pending final decision of the dispute hereunder, the CONTRACTOR shall proceed with the performance of the Contract. 10. Personnel. A. The CONTRACTOR represents that he has, or will secure at his own expense, all personnel required in performing the services under this Contract. Such personnel shall not be deemed to be employees of or have any contractual relationship with the COUNTY. B. All of the services hereunder will be performed by the CONTRACTOR or be under his supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such services. The CONTRACTOR shall perform the services identified herein at the commencement of the work on this Contract. The CONTRACTOR agrees that there will be no changes in the personnel without prior written approval by the COUNTY. 7 C. None of the work or services covered by this Contract shall be subcontracted without the prior written approval of the COUNTY. Any work or services subcontracted hereunder shall be specified by written contract or agreement and shall be subject to each provision of this Contract. 11. Assignability. The CONTRACTOR shall not assign any interest in this Contract and shall not transfer any interest in the same (whether by assignment or novation) without the prior written consent of the COUNTY thereto; provided, however, that claims for money by the CONTRACTOR from the COUNTY under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Written notice of any such assignment or transfer shall be furnished promptly to the COUNTY. 12. Audits and Inspections. The CONTRACTOR shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the COUNTY. These records will be made available to the COUNTY or its authorized representative and will be retained for three (3) years by CONTRACTOR after the expiration of this Contract, unless permission to destroy them is granted by the COUNTY. 8 13. Modification of Contract. No waiver or modification of this Contract or of any covenants, conditions, or limitations contained herein shall be valid unless it is in writing and duly executed by the party to be charged therewith and no evidence of any waiver or modification shall be offered or received in evidence of any proceeding, arbitration, or litigation between the parties hereto arising out of or affecting this Contract, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid, and the parties further agree that the provisions of this section may not be waived except as herein set forth. 14. Changes. The COUNTY may from time to time require changes in the scope of services of the CONTRACTOR to be performed hereunder. Such changes, including any increase or decrease in the amount of the CONTRACTOR'S compensation, shall be incorporated by written amendment to this Contract. 15. Termination of Contract for Cause. If, through any cause, a party shall fail to fulfill in a timely and proper manner his obligations under this Contract or if a party shall violate any of the covenants, agreements, or stipulations of this Contract, the other party shall thereupon have the right to terminate this Contract, giving written notice to the other party of its failure to comply with the obligations contained herein or of the covenants, agreements, or stipulations violated. The 9 written notice shall also provide a reasonable time to cure said violations. If said violations are not cured within the stipulated time, the injured party shall give written notice to the other party specifying the effective date of termination at least five (5) days before said date. In such event, all finished or unfinished video tapes, prepared or obtained by the CONTRACTOR under this Contract shall, at the option of the COUNTY, become its property and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. 16. Termination for Convenience of the COUNTY. The COUNTY may terminate this Contract at any time by giving at least ten (10) days notice in writing to the CONTRACTOR. If the Contract is terminated by the COUNTY as provided herein, the CONTRACTOR will be paid for the time provided and expenses incurred up to the termination date. If this Contract is terminated due to the fault of the CONTRACTOR, paragraph 15 hereof related to "Termination of Contract for Cause° shall apply. 17. Non-Discrimination. There shall be no discrimination against any employee who is employed by the CONTRACTOR in the work covered by this Contract or against any applicant for such employment because of race, religion, sex, color, age, national origin, or disability. 10 whole or in part, from funds provided to the CONTRACTOR under this Contract. 20. Ownership Vested in COUNTY. It is expressly understood that any and all materials, data, information, results, and any other thing derived or obtained directly or indirectly as a result of this project, including but not limited to, materials, data, information, and results shall be the sole and exclusive property of the COUNTY and that the CONTRACTOR shall have no interest, right, or title in or to any of the foregoing. The CONTRACTOR shall insert a similar provision in all subcontracts for services required under this Contract. No portion of the video tapes either in whole or in part, produced under this Contract shall be copyrighted or reproduced by the CONTRACTOR for distribution to third parties without the prior written approval of the COUNTY, except as provided in paragraph 1.B. 21. Interest of Members of COUNTY. No officer, member, or employee of the COUNTY who exercises any function or responsibilities in connection with this project shall: A. Participate in any decision relating to this Contract which affects his personal interests or the interests of any corporation, partnership, or association in which he is directly or indirectly interested; or B. Have any interest, direct or indirect, in this Contract or the proceeds thereof. 12 22. Severability. If any provision of this Contract is held invalid, the other provisions of this Contract shall not be affected thereby. If the application of the Contract or any of its provisions to any person or circumstance is held invalid, the application of the Contract and its provisions to other persons or circumstances shall not be affected thereby. This Contract shall be conclusively deemed to have been negotiated and entered into in the State of Hawaii and shall be construed under the laws of the State of Hawaii. 23. FORUM. No action or proceeding involving this Agreement shall be commenced by either party except in the Circuit or District Courts of the Third Circuit, County of Hawaii, State of Hawaii, nor shall any action commenced in such court be removed or transferred to any other state or federal court. 13 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year first above written. COUNTY OF HAWAII Stephen K. amashiro Its Mayor CONTRACTOR r By Its RECOMMEND APPROVAL// - I o County Clerk, County of Hawaii Date : °Z~~/95 APPROVED AS TO FORM AND LEGALITY: Corporati n E9 (~v^;s~/ County of Hawaii 7-~~- c/er~ys- Date: Z/ZS~~gS' 14 ~ e STATE OF HAWAII ) SS: COUNTY OF HAWAII ) On this day of Md.d„ 1945 before me personally appeared STEPHEN K. YAMASHIRO, to me personally known, who, being by me duly sworn, did say that he is the 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 said County of Hawaii; that the foregoing instrument was signed and sealed in behalf of the County of Hawaii by authority given to said Mayor of the County of Hawaii by Section 5-1.3(g) of the County Charter, County of Hawaii (1991), as amended; and said STEPHEN K. YAMASHIRO acknowledged said instrument to be the free act and deed of said County of Hawaii. l Notary Public, Sta a of Hawaii My Commission expires: ~ ~6 99 ~ •S . 15