HomeMy WebLinkAboutCOM 0082.049 2004-2006 4oJNrvor N,w~i
• ~ ~ ~Sd~e"¢. Barbara Bell
Director
Harry Kim
Mnya~ " Nelson Ho
`~4~r r~rFOF•M~~~ Depu(yDirect~r
LLIIIIIt~~1 iti ~tl~iltttt
DEPARTMENT OF ENVIRONMENTAL MANAGEMENT
25 Aupuni S[reet, Room 210 ~ Hilo, Hawef i 96720-4252
(808) 961-8083 • Fax (808) 961-8086
email whdem(dco hawaii.hi.us
DATE: March 21, 2006
TO: Stacy K. Higa, Council Chair and
Council Members
VIA: Deanna Sako, Con roller~v
~~~1~~1
FROM: ~v$ar ara Bell, Director
RE: NOTIFICATION OF GRANT AWARD
Compliance with Ordinance No. OS-86, Section 7(1)
Name of Grant Program: Beverage Container Deposit Program
Grantor: State ofHawai`i, Department ofHealth
County Grantee Department or Agency: Department of Environmental Management
Grant No. (IF KNOWN): ASO Log No. 06-096
Amount of Grant: $750,000.00
Amount of County Match: none
County Revenue & Expenditure Account Numbers: 085.3305.37 , 085.601.5607.01,
085.601.5607.02, 085,601.5607.06
Grant Period (Commencement & Completion): 7/22/05 - 6/30/06
Purpose of Grant: To assist the State in establishing and monitoring certified
redemption centers and providing education, outreach and other
related services under the Beverage Container Deposit Program.
Is final report required by grantor? ®Yes ? No
Notification attached: ®Yes ~ No, because Comm.
Ref. To:
Raf. Data
Form NGAI I/OS
STATE OF HAWAII
DEPARTMENT OF HEALTH Oig UTiON:
HONOLULU ? A~
July 22, 2005 PRC~Co2~y~
~raWD
.~WWD
County of Hawaii
Department of Environmental
Management
25 Aupuni Street, Room 210
Hilo, HI 96720
Dear Contractor:
The attached finalized copy of our agreement
ASO LOG NO. 06-096
Is for your information and files.
Sincerely,
ROY H. SUGIMOTO
Acting Fiscal Officer
Administrative Services Office
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<< ° ~,y
c~ Iona,
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':INOA UNOLE f CHIYOME LEINAALA FUKINO, M.O.
GOVERNOR OF HAWAII 'y ~ DIRECTOR OF HEALTH
~~W.W.~.p~a~e
STATE OF HAWAII
DEPARTMENT OF HEALTH
P.O. BOX 3378 In reply, please rekr to:
HONOLULU, HAWAII 88807-3378 Flle:
NOTICE TO PROCEED
DATE: July 22, 2005
TO: County of Hawaii
FROM: Acting Fiscal Officer
SUBJECT: Adm. Serv. Office Log No. 06-096
The official commencement date to proceed with your work
or delivery is July 22, 2005.
Completion: As specified in contract
We will consider request(s) for extension of completion time
only when submitted in writing, with full justification, to the
Administrative Services Office prior to expiration of
completion date. Further, any changes to the contract must
be processed through the Administrative Services Office.
ROY H. SUGI OTO
Acting Fiscal Officer
Administrative Services Office
c: EMD-SHWB
r
STATE OF HAWAII
CONTRACT FOR GOODS AND SERVICES
(IN THE FOLLOWING CATEGORIES: EXEMPT; SMALL PURCHASE;
SOLE SOURCE; OR EMERGENC]7
This Contract, executed on the respective dates indicated below, is effective as of
The State"s Notice To Proceed
20_, between Department of Health
Qrven mme ofsme depornnenl, agency, 6oasd or commission)
State of Hawaii (hereinafter "STATE"), by its Director of Health
(lnxrl rilk afpcrson srgning far Sma)
(hereinafter "PROCUREMENT OFFICER"), whose address is 125o Punchbowl street,
Honolulu, Hawaii 96813 and County of Hawaii
(Iruert Honor of cwnparry/person)
s
(hereinafter "CONTRACTOR"), a body oolitic and corporate
(Insert corporation, paroiership,Jaint rmnue, solr proprietorship, or gher kga/jorm ofOie Contmcbr)
under the laws of the State of Hawaii ,whose business address and taxpayer
identification number aie as follows: County of Hawaii Department of Environmental Management
95 A~n,~• - ^oom 210 Hilo Hawaii 96720 Taxuaver ID# 99-~6~000567
RECITALS
A. The STATE is in need of the goods or services, or both, (also referred to as
"goods and services"), described in this Contract and its attachments. The CONTRACTOR is
agreeable to providing the goods and services.
g. This Contract is for (check one box):
(1) A procurement expenditure of public funds for goods and services
that is otherwise exempt from public bidding as set forth in section 103D-]02, Hawaii Revised
Statutes (HRS), and chapter 3-120, Hawaii Administrative Rules (HAR); or
or
O (2) A small purchase procurement of goods and services as set forth
in section ]03D-305, HRS, and subchapter 8, chapter 3-I22, HAR; or
O (3} A sole source procurement of goods and services as set forth in
section 103D-306, HRS, and subchapter 9, chapter 3-122, HAR; or
O (4) An emergency procurement of goods and services as set forth in
section 103D-307, HRS, and subchapter 10, chapter 3-122, HAR.
] AC/SPO FORM-iC(2j (t/Otj
ADM. SERV. OFFICE
LOG NO. 06-096
C. Money is available to fund this Contract pursuant to:
(1) Item D 1 Act 2005 ASL
pdennJy Srau sources)
OT (2)
()drnr~ Fedcral tours)
or both, in the following amounts: State $ 750,000.00 (Hawaii Deposit Beverage
Canta net pecia Fund)
Federal S -0-
D. The agency's Chief Procurement O1Ticer is Ruth Yama¢uchi (ActinK)
who O has approved this procurement or ®is not required to approve this procurement.
NOW, THEREFORE, in consideration of the promises contained in this Contract,
's`
the STATE and the CONTRACTOR agree as follows:
1. Scope of Serviccs. Tire CONTRACTOR shall, in a proper and satisfactory
manner as determined by the STATE, provide all the goods or services set forth in Attachment 1,
which is hereby made a part of this Contract.
Z. ComQensation, The CONTRACTOR shall be compensated iri a total amount
not to exceed SEVEN HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ~Sn_nnn_nn including approved costs intoned and taxes, according to the
Compensation and Payment Schedule set forth in Attachment 2, which is hereby made a part of this
Contract.
3. Bonds. The CONTRACTOR his required to provide Ass not required to
provide O a performance bond ~ a payment bond ~ a performance and payment bond in the
amount of NONE
DOLLARS
4. Standazds of Conduct Declazation. The Standazds of Conduct Declaration of
the CONTRACTOR, is attached and is made a part of this Contract.
5. Other Terms and Conditions. The General Conditions and any Special
Provisions are attached hereto and made apart of this Contract. In the event of a conflict between
the General Conditions and the Special Provisions, the Special Provisions shall control.
6. Liquidated Damages. Liquidated damages shall be assessed in the amount
Of NOT APPLICABLE DOLLARS )
per day, in accordance with the terms of paragraph 9 of the General Conditions.
ADM. SERV. OFFICE Z AG/SPO FORM-K(2) pNl)
LOG N0.06-096
'7. Notices. Any written notice required to be given by any pally to this Contrail
shall be (a) delivered personally, or (b) sent by United States fast class mail, postage prepaid. Notice
required to be given to the Procurement Officer or the CONTRACTOR shall be sent to the
respective address as indicated in this Contrail. 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 Contract by their signatures, on
the dates below, to be effective as of the date fast above written.
STA
mare
Chiyo Le aala Fukino, M.D.
(Prior Name)
Director of Health
(Prior Tirle) JUL ~ ~ ~DDC
(Dau) lJ J
CONTRACTOR
CORPORATE SEAL
(If available)
County of Hawaii
(Ins~~antracr~)
~1gia1urCJ DIXlE KAETStI 7/~-Y"
( rnrNamc)M~oging DlreEtor -rs~`~ +
14a-y-er
(PriN TitlcJ' JU?t rZ 9 '005
(Dale) V1~
APPROVED AS TO FORM:
r
Deputy Attorney eneral
•Evidrn« of autho tty of the CONTRACTOA's rcprcscntativc to sign this Contract for the CONTRACTOR musi be attached.
ADM. SERV. OFFICE 3 AC/SPO FORM-K(2) (trot)
LOG NO. 06-096
APPROVAL RECOMMENDED:
BY. s'
BARBARA BELL, Director
Department of Environmental Management
County of Hawai' i
APPROVED AS TO FORM
AND LEGALITY:
ep ty Corporation Counsel
County of Hawaii
STATE OF HAWAI'1 )
SS.
COUNTY OF HAWAII )
On this ~ day of ~-eJ , 2005, before me
personally appeared DIXIE KAETSU, to me personally known, who, being by me duly
sworn, did say that she is the Managing Director 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 Hawai i; 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 Hawai i
(2000), as amended, and assigned by the Mayor to the Managing Director pursuant
to Section 6-1.3(h) of the County Charter; and said DIXIE KAETSU acknowledged
said instrument to be the free act and deed of said County of Hawaii.
- \ .
VI INIA M. TOLENTINO
N ary Public, State of Hawaii
My commission expires: 4/22/2009
r~~mur~rn~~~''.,
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f',:
~`s' 2pTAg~?, x., F
,,,~~-r1O1 Ii„`l zyr
fiVi~EAi~'
STATE OF )
SS.
COUNTY OF )
On this day of , 20 fore me appeared
and , to
me known, to be the person(s) described in and, who, being b e duly sworn, did say that
heJshe/they is/are and of
the CON CTOR named in the foregoing
instrument,'arid that helshe/they is/are authori o sign said instrument on behalf of the
CONTRACTOR, and acknowledges that he/sh ey executed said instrument as the free act and
deed of the CONTRACTOR.
(Frio! Nome)
(No Seal)
Notary Public, State of
My commission expires:
ADM. SERV. OFFICE 4 AGISPO FORM-K(2) (INl)
LOG NO. 06-096
CERTIFICATE OF EXEMPTION FROM CIVIL SERVICE
1. By Hea ds of Departments or Agencies as Delegated by the Director of Hnman
Resources Development'.
ptustrant to a delegation ofthe authoritybythe Director ofHumanRtxotltres Development, I
certify that the services to be provided under this Contract, and the person(s) providing the services
under this Contract are exempt from the civil service, pursuant to §76-16, Hawaii Revised Statutes
(~S)•
f ~ JUL 2 2 2005
(si>~ ) Dau
Chiyotae Leinsals l~tkino, M.D.
(Print Name)
Director of Health
(Paint Title)
~7Lis part of Poe form may be wed by all department heads and others to whom the D'aector of Homan
Resources Development (DHItD) has delegated authority to certify ¢76-16, HRS, civil service acempdom. 'ILespeci5c
paragaph(c) of §76-16. I1TtS, upon which aq exemption is based should be noted in t1ro contract 51e. N01E: Authority
m ~fY ~~pt,ons tinder §¢76-16(2), 76-16(12), and 76-i
6(1 s), HRS. h.a not been aologatea~ only me D;recDOr of
DHItD may certify §¢76-16(2), 76-16(12). and 76-16(15) exemptions.
2. By tLe Director of Humau Resources Development, State of Hawaii
I cert?fY that the services to be provided under this Contract, and the person(s) providing the
services tinder this Contract are exempt fi-om the civil service, ptusuant to §76-16, Hawaii Revised
Statutes (HIi.S).
(signature) Date
(Print Name)
(Priest Title, if designee of the Director of D11TtD)
ADM. SERV. OFFICE S AC/SPO FORMdC(1) pva)
LOG N0.06-096 AG/SPO FORM
K(2)
(THIS FORM IS DELETED AND IN' RATIVE)
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, cottunissions, committees, bureaus, offices; and
all independent commissions and other establishments of the state government ut
excluding the courts.
"Controlling interest" means an interest in a business or other underiald which
is sufficient in fact to control, whether the interest is greater or less th fifty per
cent (50%).
"Employee" means any nominated, appointed, or elected office or employee of
the State, including members of boards, commissions, and c ittees, and
employees under contract to the State or of the constituti convention, but
excluding legislators, delegates to the constitutional con lion, justices, and
judges. (Section 84-3, HRS).
On behalf of ONTRACTOR, the undersigned does
declare as follows:
l . CONTRACTOR O is D is not a legislat r or an employee or a business in which a
legislator or an employee has a controlli interest. (Section 84-15(a), HRS).
2. CON'T'RACTOR has not been repre led or assisted personally in the matter by an
individual who has been an emplo ee of the agency awarding this Contract within the
preceding two years and whop tcipated while so employed in the matter with which the
Contract is directly concerned Section 84-15(b),11RS).
3. CONTRACTOR has not en assisted or represented by s legislator or employee for a
fee or other compensati n to obtain this Contract and will not be assisted or represented
by a legislator or oyee for a fee or other compensation in the performance of this
Contract, if the le ' ator or employee had been involved in the development or award of
the Contract. (S lion 84-I4 (d), HI2.S).
4. ,CONTRA R has not been represented on matters related to this Contract, for a fee or
other cons' eration by an individual who, within the past twelve (12) months, has been an
agency ployee, or in the case of the Legislature, a Legislator, and participated while tm
I
Re d to a nc ]f the "is" block is checked and if th Contract involves goods or services of a value in
excess 510,000, the Contract must be awazded by corr>pe 'five sealed bidding under section ]03D-302, NRS, or a
co 'live scaled proposal under section 103D-303, HRS. Otherwise, the agrncy may not award the Contract
unl s it posts a notice of its intent to award it and files a co y of the notice with the State Ethics Commission.
( con a , j-
ADM. SERV. OFFICE
LOG NO. 06-096 Revised ]/04
-
HRS)-
CONIRACTOR understands that the Contract to which this document is attached is oidable
on behalf of the STATE if this Contract was entered into in violation of any provis' n of
chapter 84, Hawaii Revised Statutes, commonly referred to as the Code of Ethi ,including the
provisions which are the source of the declarations above. Additionally, any ,compensation,
gift, or profit received by any person as a result of a violation of the Code o thics maybe
recovered by the STATE.
DATED: Honolulu, Hawaii,
CONTRACTOR
BY
(ai azure)
Print ame
Tint Title
Name of Contractor
Date
71007 1 2 Revised 1/04
ADM. SERV. OFFICE
' 1.C1(i Nn 06-O9fi
Attachment 1
SCOPE OF SERVICES
1. The CONTRACTOR shall assist the STATE in establishing certified redemption
centers including, but not limited to, the following:
a. Asses site establishment of redemption centers for service to public;
b. Identify communities where opportunities for redemption of deposit beverage
containers are nonexistent or not practical;
c. Determine need for State or County to assist in establishing redemption
centers in a gap or rural area;
d. Prioritize gap or rural azeas by need and anticipated volume of deposit
beverage containers to be recycled;
e. Assist in securing sites for redemption centers;
f. Prepaze sites for redemption center operations by providing grading, paving,
fencing, electrical, or other infrastructure or assessment services as approved
by State; and
g. Provide other support as needed.
2. The CONTRACTOR shall provide monitoring support including, but not limited to,
the following:
a. Monitor certified redemption centers to make sure the centers are following
certification requirements;
b. Monitor the handling and processing of materials by certified redemption
centers to ascertain if they are in compliance with law;
c. Identify and document certified redemption center activities that are not in
compliance with the law and report to the STATE;
d. Monitor distributors and dealers for compliance with the law and report to the
STATE; and
e. Provide other monitoring support as needed.
3. The CONTRACTOR shall provide technical assistance including, but not limited to,
the following:
a. Manage contracts between the County and operators of certified redemption
centers established by the County;
b. Provide technical assistance and support to private sector businesses actively
developing or participating in the program;
c. Provide technical assistance and support to dealers and distributors for
participation in the program;
d. Assist in researching funding opportunities for recycled product research and
market development; and
e. Provide other technical support as appropriate.
ADM. SERV. OFFICE AG/SPO FORM-K(2) (1/O1)
LOG NO. 06-096
I
4. The CONTRACTOR shall provide education outreach including, but not limited to,
the following:
a. Provide educational and outreach support to promote and increase
participation in recycling of deposit beverage containers;
b. Assist in implementing and monitoring demonstration projects; and
c. Provide other education outreach support as needed.
5. The CONTRACTOR shall hire staff to conduct monitoring support, technical
assistance, and education outreach activities including, but not limited to, activities
stated in this Scope of Services.
6. The CONTRACTOR shall prepare quarterly summary reports to include, but not
limited to, the following:
a. Update of monitoring support, technical assistance, and education outreach
activities;
b. Evaluation of program success;
c. Recommendations for improvement; and
d. Summary of expenditures during the quarter and copies of invoices or
receipts.
7. The CONTRACTOR shall work with the STATE to obtain assistance with, but not
limited to, the following:
a. Appropriate training relating to program requirements in azeas including
implementation, monitoring, and reporting;
b. Education and outreach materials; and
c. Technical assistance and support.
ADM. SERV. OFFICE AG/SPO FORM-K(2) (1/O7)
LOG NO. 06-096
2
Attachment 2
COMPENSATION & PAYMENT SCHEDULE
In full consideration for the services performed by the CONTRACTOR under this
Contract, the STATE agrees, subject to the allotments to be made by the Director of
Finance, State of Hawaii, pursuant to Chapter 37, Hawaii Revised Statutes, to pay to the
CONTRACTOR a total sum of money not to exceed SEVEN HUNDRED FIFTY
THOUSAND AND NO/100 DOLLARS ($750,000.00) of special funds, which shall be
paid in accordance with and subject to the following:
a. Payments shall be made upon the submission by the CONTRACTOR of invoices
in triplicate for the services to be 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 of this Contract. In addition, the
CONTRACTOR shall submit a STATE approved detailed Budget no later than
fourteen (14) days after execution of this contract, and failure to comply may
result in the withholding of payments to the CONTRACTOR. Upon submission
of a STATE approved detailed Budget, the STATE approved detailed Budget
shall become part of Exhibit "A" and made a part of this Contract.
b. The CONTRACTOR shall submit invoices on a quarterly basis along with
Quarterly Reports as identified in Attachment 1 "Scope of Services." Invoices
shall be submitted to the STATE for review and acceptance for allowable costs
associated with the work performed under Attachment 1 "Scope of Services."
c. The CONTRACTOR shall submit a final report of activities completed under this
Contract within forty-five (45) calendar days after the end of the period of
performance. The report shall include an expenditure report to the STATE, which
shall provide the actual amounts of funds expended by the CONTRACTOR. The
expenditure report 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.
d. If the examination reveals expenditures that are determined by the STATE to be
inappropriate and unallowable, the STATE may require that an equivalent amount
of monies be refunded by the CONTRACTOR. Final settlement of this Contract
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 expenditures or performance of services, and completion of all other
outstanding matters under this Contract.
ADM. SERV. OFFICE AG/SPO FORM-K(2) (1/Ol)
LOG NO. 06-096
1
e. The CONTRACTOR shall inform the STATE and receive prior approval for any
replacement equipment from those identified on the Budget. Procurement of any
vehicles for use by the CONTRACTOR is specifically prohibited.
ADM. SERV. OFFICE AG/SPO FORM-K(2) (1/Ol)
LOG NO. 06-096
2
Attachment 3
SPECIAL PROVISIONS
1. Deletion of Portions of Contract. For purposes of this Contract, paragraph 4 on
page 2 of the Contract, "Standards of Conduct Declaration," together with the
attached Standards of Conduct Declaration form are hereby deleted and the
parties agree that paragraph 4 of the Contract and its attached form are not
operative
2. Deletion of General Conditions. For purposes of this Contract, the following
General Conditions aze hereby deleted from the General Conditions and have no
operative effect between the parties:
a. Subparagraph 2.e.
b. Subparagraph 17.d.
c. Subpazagraph 19.h.
3. Time of Performance. The CONTRACTOR shall provide the services required
under this Contract from the STATE's Notice to Proceed, to and including June
30, 2006, unless this Contract is sooner terminated as hereinafter provided.
The STATE desires to commence this Contract on July 1, 2005. However, due to
the time required for evaluation, award, and execution of this Contract, the exact
commencement date is indeterminate at this time. Upon execution of this
Contract, the STATE shall issue a Notice to Proceed to the CONTRACTOR.
4. Option to Extend Contract. Unless terminated, this Contract may be extended by
the STATE for specified periods of time not to exceed three (3) years of for not
more than three (3) additional twelve (12) month periods, upon mutual agreement
and the execution of a supplemental agreement.
This Contract may be extended provided that the Contract price shall remain the
same or is adjusted per the Contract Price Adjustment provision stated herein.
The STATE may terminate the extended agreement at any time in accordance
with General Conditions number 14.
5. Contract Price Adiustment. The Contract price may be adjusted at the beginning
of each extension period and shall be subject to the availability of special funds.
ADM. SERV. OFFICE AG/SPO FORM-K(2) (]/O1)
LOG N0.06-096
1
GENERAL CONDITIONS
.Table of Contents
Pa s
1. Coordination of Services by the STATE ...........................................................1
2. Relationshi of Parties: Ind dent Contractor. Status
and esAonstbl Ices, clu Ing ax esponstbllitles .................'.:....:.......,.............1
3. Personnel Re4uirements ...2
4. Nondiscrimination ...................:.................................................::..............2
5. Conflicts of Interest ....................................................................................2
6. Subcontracts and Assis;nnlents .......................................................................2
7. Indemnification and Defense ..............................,..........................................3
8. Cost of Liti>;ation -
...........................3
9.. Liquidated Damages ..........................................:............................:...........3 .
10. State's Right of Offset ....................................................:............................4
11. DisPUtes .:................................................................................................4
12. S~ISpension of Contract ....................:...........................................................4
13. Termination for Default ...............................................................................5
14.. Termination for Convenience .......................:.................................................7
15. Claims Based on the A .Procurement
cer s Actions or sslons 8.
16. Costs and Expenses 9.
17. Payment Procedures; Final Payment; Tax Clearance ....................:.......................10
18. Federal Funds ...........................................................................................10
19. Modifications of Contract .................:............................:.............................10
20. Change Order ...........................................................................................11
21. Price Adlustment .......................................................................................12
ADM. SERV. OFFICE i Form AG2-GC(12/04)
LOG NO. 06-096
22. Variation in Quantity for Definite Quantity Contracts ...........................................13
23. man€,~s in Cost-Reimbursement Contract ........................................................13
24. [,~nfidentiality of Material ...........................................................................14
25. Publici .................................................................:................:..............14
26. OwnersluP Rights and CoPYri~ht ....................................................................14
27. Liens. am
d Warranties
28. Audit of Books and Records. of the CONTRACTOR ...............................:............14
29. c^.nct or Pricing Data ................................:..................................:...............15
30. Audit of Cost or Prlcing Data .............:.................................:.......:....,...:......,15
31. Reco
rds Retention .....15
32. Anti.
st Claims ...15.
33. Patented Articles ..............................................................:........................15
34. r.~,.~
a' .........................................................................................15
35. Co*^pliance___
. wvith Laws ..................................................:.............................16
36. Conflict between General Conditions and Procurement Rules ...............................16
37. Emir`tract ..............................:............:.............................................16
38. Severabili ..........:..:......................................:...............,......:..................16
39. Waiver .........................................................................16
40. Pollution Control ......................................................................................16
].1 Form AG2-GC(12/04)
GENERAL. CONDITIONS
1. Coordination of Services by the. STATE. The. "head of the purchasing agency," (.which
term
rncludes 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 Contract. 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 Contract. "Purchasing agency" as used in these. General Conditions
means and includes any governmental body which is authorized under chapter 103p, I3RS,
or its implementing rules and procedures, or by way of delegation,. to enter into contracts
for. the procurement of services..
2. Relationshi of Parties: Ind endent Contractor Status and Res nsibilities Includin Tax
esno..`.
nss___
bdtttes'
a. In the. performance of services required under this Contract, the CONTRACTOR is
an "independent contractor," with the. authority and responsibility. to control and
dtred the. performance and details of the work and services required under this
Contract;. however, the STATE shall have ageneral -right to. inspect work in -
progress to. determine whether, in the STATE's opinion,. the services aze being
performed by _the CONTRACTOR in compliance with this Contract. Unless
otherwise. provrded 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. aze not by
reason of this Contract, agents or employees of the. State for. any purpose, and the
CONTRACTOR and the CONTR.ACTOR's employees 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 Contract. furthermore,
the CONTRACTOR intentionally, voluntarily, and knowingly assumes the sole and
enfire liability to. the CONTRACTOR's employees and agents, and to any
individual not a party to this Contract, for all loss, damage, or injury caused by the
CONTRACTOR, or the CONTRACTOR'S employees. or. agents in the course. of
their employment.
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 Contract, including but not limited to (i) income
taxes, (ii) employment related fees, assessments, and taxes, and (iii) general excise
taxes. The CONTRACTOR also is responsible for obtaining all licenses, permits,
and certificates that may be required in order to perform this Contract.
e. The CONTRACTOR shall obtain a general excise tax license from the Depamnent
of Taxation, State of Hawaii, in accordance with section 237-9, HRS, and shall
1 Form AG2-GC(12l04)
comply with all requirements thereof. The CONTRACTOR shall obtain a tax
clearance certificate from the Detector 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 Contract. 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 Requirements..
a. Tlie CONTRACTOR shall secure,. at the CONTRACTOR'S own expense, all
personnel required to perform this Contract.
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 Contract. 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 fieldd of the. activities of such employees and agents. ate complied with and
satisfied.
4. Nondiscrimination. No. person performing work under this Contract, including any
subcontractor, employee, or agent of the CONTRACTOR, shall engage in any
discrunination that is prohibited by any applicable federal, state, or county law.
5. Conflicts of Interest: The CONTRACTOR represents that neither the CONTRACTOR,
nor any emp oyee 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
conflict in any manner or degree with the CONTRACTOR'S performance under this
Contract.
6. Subcontracts and Assi nments. The CONTRACTOR shall not assign or subcontract any
o the RA s duties, obligations, or interests under this Contrail 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 Detector 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 Contrail 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.
2 Form AG2-GC(12/04)
a. Reco, Rnition of a successor in interest. When in the best interest of the State, a
successor in interest inay. be recognized in an assignment Contract 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 Contract
but waives. all rights under this Contract as against the STATE; and
(3). The CONTRACTOR shall continue to furnish, and the Assignee. shall also
famish, all required bonds.
b. Chan a of name. When the CONTRACTOR asks to change the name. in which it
holds this ontract with the STATE, Uie procurement officer of the purchasing
agency (hereinafter referred to as the "Agency procurement officer"). 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 as amendment to this
Contract with .the CONTRACTOR to effect such a change of name. The
amendment to. this Contract changing the CONTRACTOR'S name shall specifically -
indicate that na other terms. and conditions. of this Contract are thereby changed.
c. Reports.. All assignriient Contracts and amendments to this Contract effecting
changes of the CONTRACTOR'S. name or novadons hereunder shall be reported to
the CPO within thirty days of the date that the assignment Contract or amendment
becomes effective..
d. Actions affectin more than one urchasin a en Notwithstanding Ule
provisions of subparagraphs a through herein, when a CONTRACTOR holds
Contracts with more Ulan one purchasing agency of the. State, the assignment
Contracts. and Uie novation and change of name amendments herein auUiorized shall
be processed only through the CPO s office.
7. Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold
harmless the tate o await, the. convacting agency,. and their officers, em)loyees , and
agents from and against all liability, loss, damage, cost, and expense, including all
attorneys' fees,. and all claims,. suits,. and demands Uierefor, arising out of or.resulting from
the acts or omissions of the CONTRACTOR or Uie. CONTRACTOR'S employees, officers,
agents, or subcontractors under this Contract. The provisions of this paragraph shad
remain in fall force. and effect notwithstanding the expiration or eazly termination of this
Contract.
8. Cost of Liti atg ion, In case. the STATE shall, without any fault on its part, be made a party
to
any
it ugaUOn commenced by or against the CONTRACTOR in connection with this
Convact, the CONTRACTOR shall pay all costs and expenses incurted by or imposed on
Uie 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
Ule time specified, it is agreed the CONTRACTOR shall pay to the STATE the amount, if
3 Form AG2-GC(12/04)
any , set forth in this Contract 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 CONTRACTORprovidesthe goods or services, or
both, if ffie CONTRACTOR is. not terminated for default. To the extent that the
CONTRACTOR's delay or nonperformance is excused under.pazagraph 13d (Excuse for
Nonperformance or Delay Performance), liquidated damages shall not be assessable against
the CONTRACTOR.
10. State's. Ri ht of Offset.. The STATE may offset against any,monies or other obligations. the
TA owes. to e NTRACTOR under. this Contract,. any amounts. owed to. the State.
of Hawaii by the CONTRACTOR under this. Contract or any other. Contracts. or. pursuant
to any. law or other obligation owed to. the State of Hawaii by. tha CONTRACTOR,.
including, without limitation,. the payment of any. taxes or levies of any kind or nature.
The STATE will notify the CONTRACTOR in wrlttng 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 pa ent or other. settlement plan approved by the. State
of Hawaii, provided, however, that tha CONTRACTOR shall be entitled to: such exclusion
only to. the extent that the CONTRACTOR is current with, and..not delinquent oa, any
payments. or obligations owed to. the State of Hawaii under such payment or other
settlement plan.
11. Disputes.. 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. Sus erasion of Contract. The STATE reserves the right at any time and for any reason to
suspen t s Contract for any. reasonable. penod, upon written notice to the
CONTRACTOR in accordance with the provisions herein.
a. Order to sto . erformance, The Agency procurement officer, may, by written
or er to. We CO TRAC R,. 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
Contract. This order shall be for. a sspp ified period not exceeding sixty (60). days
after the order is delivered to the COIVeTRACTOR, unless the pames agree to any.
further period. Any. such order. shall be identified specifically as a stop.
performance order issued ~lursuant to this section. Stop. performance orders. shall
not exceed sixty consecutive. days and shall include, as appropriate:.(1) A clear
description of the work to. be suspended; (2) Instructions as to the issuance of
further orders by Ule. CONTRACTOR for material or services; (3) Guidance as: to
action to. be taken on subcontracts; and (4) Other instructions and suggestions to the
CONTRACTOR for minimizing costs. : U~lon receipt of such an order, the
CONTRACTOR shall forthwith comply with !ts terms and suspend all performance
under this Contract at the time stated, provided, however, the CONTRACTOR
shall take all reasonable steps to m;n;m;~.e 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 wrtllrn any further period to which
.the parties shall have agreed, the Agency procurement officer shall either:
(1) Cancel the stop performance order; or
4 Form AG2-GC(12/04)
(2) Terminate the performance covered by such order as rovided in the
termination for default provision or the termination for convenience
provision of this Contract.
b. Cancellation or. expiration of the order. If a stop performance order issued under
t-`his. secUOn ~s. cancelled at any time during We 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 Contract price, or. both, and the Contract 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. perfommance of
any part of this Contract; and
(2) The CONTRACTOR asserts a claim for such an adjustment wit~in thirty
(30). days after the end of the period of performance stoppage;. provided
that, if the Agency procurement officer decides that the facts. justify such
action, any such clean asserted may be received and acted upon at any time
prior to. final payment under this Contract.
c. Termination of sto ed erformance. If a stop. performance order is not cancelled
and the per ormance cover y 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. Ad'ustinent of rice. Any adjustment in contract price made pursuant to. this
paragrap shall be. determined in accordance with the price adjustment provision of
this. Contract.
13. Termination for Default..
a. Default. If the. CONTRACTOR refuses. or fails to perform any of the provisions of
this Z~ontract with such diligence as will ensure its completion within the time
specified in this Contract, or any extension thereof,. otherwise fails to timely satisfy
the Contract provisions, or. commits. any other substantial breach of this Contract,
the Agency procurement officer may notify the CONTRACTOR in writing of the
delay or non performance and if not cured m ten (10) days or any longer time
specified in writing by the Agency procurement officer, such officer. may tervnate
the CONTRACTOR'S right to. proceed with the Contract or such part of the
Contract as to .which there. has .been delay or a failure to propeily. perform. In the,
event of tervnation in whole. or in part the Agency procurement officer may
piocure 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 Contract 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 Contract 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.
5 Form AG2-GC(12/04)
c. Com ensation. Payment for completed goods, and services delivered and accepted
by the ST shall be at the. price set forth in the Contract. 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 fatl to agree,
the. Agency procurement officer shall set an amount subject to the
CONT'RACTOR'S rights under chapter 126, Procurement Rules. The STATE may
withhold from amounts due the CONTRACTOR such sums as the Agency
procurement officer. deems to be necessary. to. protect the STATE against loss
because of outstanding Iiens 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 non rformance or. dela ed rfotmance.. The:. CONTRACTOR shall
not be in default by reason o any ure m ormance of this Contract. 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 pr~ctirement 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; fires; floods;
epidemics;. quarantine..restrictions;. strikes or. other. labor. disputes; freight -
embargoes; or unusually severe. weather. If the failure to perform ts. caused by the
failure of a subcontractor to. perform or to make progress, and if such failure arses
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. requ'uements of the Contract. Upon
request of the CONTRACTOR, the Agency. procurement office; shall ascertain the
facts and extent of such failure, and, if such officer deteiutines 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 ~irogress and performance would
have met the terms of the Contract, the. delivery schedule shall be. revised
accordingly, subject to. the rights of the STATE under this Contract. 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
T s nght to, pro 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 subpazagraph 13d, "Excuse. for
nonperformance or delayed performance," the rights and oblrgatioris of the. parties
shall be the same as if the notice of termination had been rssued pursuant to.
paragraph 14.
f. Additional rigltts and remedies. The rights and remedies provided in this
paragraph aze m addition to any other rights and remedies provided by law or
under this Contract.
14. Termination for Convenience.
a. Termination. The Agency procurement officer may, when the interests of the
E so require, terminate this Contract in whole or m part, for the convenience
of the STATE. The Agency procurement officer shall give written notice of the
6 Forth AG2-GC(12/04)
termination to the CONTRACTOR specifying the part of the Contract terminated
and when termination becomes effective.
b. CONTRACTTOR's_obli ations.. Tl?e CONTRACTOR shall incur no further
obligations mn 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 wmmnected with the. terminated performance.. The Agency. procurement
officer may dmrect 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.. Ri ht to Dods and work roduct. The Agency procurement officer may require
the, TRA to transfer U e. and deliver to. the STATE in the manner and to
the extent dmrected 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 material") as the CONTRACTOR has. specifically
produced or specially acquired for the performanceof the. temminated part of
this Contract.
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. •]f 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 Contract by exercise of the termination for convenience provision.
d. Compensation.
(1). The CONTRACTOR shall subrmiit a termination claim specifying -the
amounts due because of the termination for convenience together wroth the
cost 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 m 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 Contract 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 Contract price of the performance not terminated.
7 Form AG2-GC(12l04)
(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. subpazagraph for the following:
(A) Contract prices. for goods or services accepted under the Contract;
(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, each profit shall not
include anticipatorx profit or consequential damages, less amounts
paid or to be. paid for accepted goods of services: provided,
however, that if it appears that the CONTRACTOR would have
sustained a loss if the entire Contract would have been completed,
no profit shall be allowed or included and fire amount of
compensation shall be. reduced to reflect the aaticipatod rate of loss:.
(C) Costs of settling and paying claims arising out of the termination of
subcontracts. or. orders Qursuant to subparagraph 14b.. These costs
must not include costs. paid m accorda>boe with subparagraph
l4d(3)(B):
(D} The reasonable. settlement costs. of the CONTRACTOR i~luding
accounting,. legal,. clerical, and other expenses reasonably necessary
for the preparation of settlement claims and supporting data with
respell to. the terminated portion of the Contract a~ for the
termination of subcontracts thereunder, together'. with reasonable
storage, transportation, and other costs incurred in connection with
the protection or disposrtion~of property. allocable to. the terminated
portion of this Contract.. The total sum to. be the
CONTRACTOR under. this. subpar h shall not exceed the total
Contract price plus the. r~easo le seWemeat costa of the
CONTRACTOR reduced by the amount of payments. otherwise
made, the proceeds of a~+ asks of supplies and manufacnrring
materials under subparagraph 14d(2), and the Contract price of
performance not termrmttted.
(4) Costs claimed, agreed.to, or established under subpazagr'a~hs 14d(2) 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. Chan es in sco e. If any action or omission on the part of the Agency procxrtement
o cer (which term includes the designee of such officer for purposes of this
pazagraph 15) requiring performance changes within the scope of the Contract
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 Contract in compliance
with the drrections or orders of such officials, but by so doing, the CONTRACTOR
e Fotm AG2-GC(12/04)
shall not be deemed to have prejudiced any claim for additional compensation,
damages, or an extension of time for completion; provided:
(l) Written notice. re Hired. The CONTRACTOR shall give written notice to
the gency. procurement officer:
(A) Prior to. the. commencement of the performance involved,. if at that
time the CONTRACTOR knows 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 o
m
sron as. a reason which may entitle the. CONTRACTOR to
additional compensation, damages, or an extension of time... The Agency - -
procwement officer,. upon receipt of such notice, array 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 required by. subpazagraph 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) Claim 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 wrth such
changes.
b.. CONTRACTOR not excused. Nothing herein contained, however, shall excuse. the.
CO TRACTOR 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 cleazly not within the scope of the. Contract.
c. Price adjustment. Any adjustment in the price made pursuant to this paragraph
shall be determined in accordance with the price adjustment provision of this
Contract.
16. Costs and Expenses. Any reunbursement due the CONTRACTOR for per diem and
transportation expenses under this Contract shall be subject to chapter 3-123 (Cost
Principles) of the Procurement Rules and the following guidelines:
9 Form AG2-GC(12/04)
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 inter.-island 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.
17. Payment Procedures; Final Payment;. Tax Cleazance.
a. Original invoices~reguu~ed.. All payments. under this Contract shall be made only
upo'
n sum ssron by. the. CONTRACTOR of original invoices specifying the amount
due, and certifying that services requested under tlie. Contract have. been performed
by the CONTRACTOR according to the Contract.
b. Sub'ect to available funds.. Such payments are subject to. availability of funds and ~ -
allotment by e. trector of Finance in accordance with chapter. 37.HRS.. Further,
all payments. shall be. made in accordance. with and subject to chapter 40,. HRS.. .
c, prompt payment.
(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 terms. 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,. mcluding retainage, shall be. made wtthin ten days.
after. receipt of the money; provided that there are no. bona fide
disputes over the subcontractor's perfom~ance under the
subcontract..
d. Final a went. Final payment under this Contract shall be subject to sections.
l - 3 and 37-45, HRS, which require a tax cleazance 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 Contract is payable in whole or in dart from federal funds;
CO TRACTOR agrees that, as to the portion of the compensation under this Contract 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 Contract.
a. In writin .Any modification, alteration, amendment, change, or extension of any
term, provision, or condition of this Contract permitted by this Contract shall be
10 Form AG2-GC(12/04)
made by written amendment to this Contract, signed by the CONTRACTOR and
the STATE; provided that change orders shall be made in accordance with
paragraph ?A herein.
b. No oral modification. No oral modification, alteration, amendment,. change, or
extenston o any term, provision or condition of this Contract shall be permitted.
c. A enc rocurement officer. By written order, at any time, and without notice to
any surety, . e ~ gency procurement officer may, unilaterally, order of the
CONTRACTOR:
(A) Changes in the work within the scope of the Contract; and
(g) Changes in-the time of perfotmanct: of the Contract that do..not alter the
scope of the Contract work.
d. Adiustments of price. or time. for. erformance. If any modification increases. or
decreas~~RACT s cost o , or a time required for, performance of
may. part of the work under this Contract, an adjustment shall be made and this
Contract modified in writing accordingly. Any adjustment in Contrail price made
pursuant to. this clause shall be determined, where applicable, in accordance with
the price adjustment clause of this Contract or as..negotiated..
e, Claim barred after final payment. No claim by the CONTRACTOR for an
adjustment hereunder shall be allowed if written Contract of modification is not
made prior to final payment under this. Contract.
f, Claims. not barred. In the absence of a Contract modification,. nothing in this.
clause shall be deemed to restrict the CONTRACTOR'S right to. pursue a claim
under this Contract or for a breach of contract.
g. CPO~roval.. If this is a professional services Contract awazded pursuant to
sectio~
n i~jli~j03 or 103D-304, HRS, any modification, alteration, amendment,
change, or extension of any term, provision, or .condition of this Contract which
increases the amount payable. to. the. CONTRACTOR by at least $25,000.00. or. ten
per cent (10%), of the initial Contract price, whichever increase is higher, must
receive the_prior approval of the CPO.
h. Tax clearance. The STATE may, at its discretion, require the CONTRACTOR to
submt
tot'em'the STATE, prior to. the STATE's approval of any. modification;
alteration, amendment, change, or extension of any term, provision, or condition of
this Contract, 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 Contracts. Amendments to sole source Contracts 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 Contract for services should not be submitted as
an amendment.
20. Chan a Order. The Agency procurement officer may, by a written order signed only by
e STATE, at any time, and without notice to any surety, and subject to all appropriate
11 Form AG2-GC(] 2/04)
adjustments > make changes within the general scope of this Contract in any one or more of
the following:
(I) 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, Ad'ustments of rice or time. for. erformance. If any.q
hange order~nce of
decreases the O TRA TO 's cost o , or the time re uired for,. pe
an part of the work under this Contract, whether or. not changed by. the order, an
adjustment shall be made and the. Contract modified in writing accordingly. Any
adjustment in the Contract price. made pursuant to this provision shall be
determined in accordance with the price adjustment provision of ~ ,Contract.
Failure of the parties to agree to an adjustment shall not excuse the
CONTRACTOR from proceeding with the. Contract as changed, provided that the
Agency procurement officer promptly and duly makes the provisional adjustments
in ayment or. time. for performance as tray be reasonable. B)+ proceeding with the - - -
worlc, tha CONTRACTOR shall not be deemed to have prejudiced any. claim for
additional compensation, or any extension of lima for completion.
b. Time period for claim. Within ten (10) days after receipt of a written change.
order under subparagraph 20a, unless the period is extended by the Agency
procurement officer in wruing, the CONTRACTOR shall respond wrth a claret for
an adjustment. The. requirement for a CONTRACTOR cannot be waived and shall
be a condition precedent to ffie assertion of a claim.
c, Claim barred after final payment. No. claim by the CONTRACTOR for an
adjustment hereunder shall be allowed if a written response is not given prior to
final payment under this. Contract.
a, Other claims. not barred,. In the absence..of a change order, nothing in this
paragraph shall be.deemed to restrict the CONTRACTOR's right to pursue a
claim under. the Contract or for breach of contract.
21. Puce Adjustment.
a. Price adjustment. Any adjustment in the Contract price pursuant to. a provision in
t)us ontract shall be made in one or more. of the following ways:'
(1) By agreement on a fixed price adjustment before commencement of the
perttnent performance or as soon thereafter as practicable;
(2) By unit prices specified in the Contract 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 Contract or
subsequently agreed upon;
(4) In such other manner as the parties may mutually agree; or
12 Form AG2-GC(12/04)
(5) In the absence of agreement between the parties, by. a unilateral
determination by the Agency procurement officer of the costs amibutable to
the event or situation covered by. the provision, plus appropriate profit or
fee, all as. computed by the Agency procurement officer m 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 pricing data.. The CONTRACTOR shall provide cost or
pr~crng data for any pace adjustments subject to. the provisions of subchapter 15,
chapter 3-122 of the Procurement Rules.
22. Variation in uanti for Definite uanti Contracts. Upon the agreement of the STATE
and the TRACT ,.the quantity o goods. or services,. or both, if a definite quantity. is
specified in this. Contract, may be increased by 'a maximum of ten per ant (10
provided -the unit prigs will remain the. same except for any price adjustments otherwise
applicable; and the procurement officer makes a wntten detemunation that such an increase
will either be more economical than awazding another Contract or that it would not be
practical to award another Contract.
23. Chan es. in Cost-Reimbursement Contract. if this Contract is acost-reimbursement -
Contract, the ollowing prov~.cions s 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 Contrail
in any one or more of the following:
(l) 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 famished aze.
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. 1 f 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 Contract,
whether or not changed by the order, or otherwise affects. any other terms. and
conditions of this Contract, the Agency procurement officer shall make an equitable
adjustment in the (1) estimated cost, deltvery or completion schedule, or both; (2)
amount of any fixed fee; and (3) other affected terms and shall modify the Contract
.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,
13 Form AG2-GC(12/04)
the Agency procurement officer may receive and act upon a proposal submitted
before final payment under the Contract.
d. Failure to agree to any adjustment shall be a dispute under. pazagraph l l .of this
Contract.. However, nothing in this provision shall excuse the CONTRACTOR
from proceeding with the Contract as changed.
e. Notwithstanding the terms and conditions of subparagraphs. 23a and 23b, the
estimated wst of this. Contract and, if this. Contract rs incrementally funded, the
funds allotted for the performance of this Contract, shall not be increased or
considered to be. increased except by specific written modification of the Contract
indicating the new Contract estimated cost and, if this Contract is incrementally.
funded,. the new amount allotted to the Contrail. .
24. Confidentiality of Material.
a. All material given to or made available to the CONTRACTOR by virtue of this
Contract,. which is identified as. proprietary or confidential information, will be
safega?arded by the CONTRACTOR and shall not be disclosed to. any individual or
organization without the. prior written approval of the STATE.
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. Publici The CONTRACTOR shall not refer to the STATE, or any. office, agency, or
o cer thereof, or. any State employee, including the head of the. purchasing agency, the
CPO, the. DIRECTOR, the Agency. procurement officer, or to the. servrces or goods, or
both, provided under this Contract, in any of the CONTRACTOR'S brochures,
advertisements,. or. other publicity of the CONTRACTOR. A11 media contacts with the
CONTRACTOR about the subject matter of-this Contract shalLbe referred to. the Agency
procurement officer.
26. Ownershi . Ri hts and Co ri ht... The STATE shall have complete ownership of all
maten , o s e and un shed, which is developed, prepared, assembled, or
conceived by the CONTRACTOR pursuant to this Contract,. and all such material shall be
considered "works made for hire." All such material shall be delivered to the STATE
upon expiration or temiiaation of this Contract. 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 Contract.
27. Liens and Warranties. Goods provided under this Contract shall be provided free of all
liens and provided together with all applicable warranties, or with the warranties described
in the Contract documents, whichever are greater.
28. Audit of Books and Records of the CONTRACTOR. The STATE may, at reasonable
tunes .and paces,. audit the ks and records o 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-price contract.
14 Foim AG2-GC(12/04)
29. Cost or Pricin Data. Cost or pricing data must be submitted to the Agency purchasing
o rcer and timely certified as. accurate for contracts over $100,000 unless the. contract is
for amultiple-term or as. otherwise specified by the procurement officer.: Unless otherwise
required by the Agency procurement officer, cos[ or pricing data submission is. not
required for Contracts. awarded pursuant to competitive sealed bid procedtues.
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
price, 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 amoutit of the defect
plus related overhead and profit or. fee.. Therefore,. 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 Pric~g Data. When cost or pricing principles aze 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 Contract and any cost or pricing data for three,(3) years from
the date of final payment under the. Contract.
32. Antitrust Claims... The STATE and the CONTRACTOR recognize. that in actual economic
practice, overchazges resulting from antitrust violations are in fact usually borne. by the
purchaser. Therefore, the CONTRACTOR hereby assigns to STATE any. and all claims
for overcharges as. to goods and materials purchased in connection with this. Contract,
except as. to overcharges which result from violafions commencing after the. price. is.
established under this Contract and which aze not passed on tb the. STATE under an
escalation clause.
33. Patented Articles. The CONTRACTOR shall defend; indemnify, and hold harmless. the
State o awarr, 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. arising out of or. resulting from any claims, demands, or
actions by the patent holder for infringement or other improper or unauthorized use. of any
patented article, patented process, or patented appliance to connection with this. Contract.
The CONTRACTOR shall be solely responsible. for correcting or curing to the satisfaction
of the STATE any such infringement or improper or,unauthorized use, including, without
]imitation: (a). furnishing at no cost to the STATE a substitute article, process, or appliance
acceptable to the STATE, (b) paying royalties or other required payments to the patent
holder, (c) obtaining proper authorizations. or releases from the. patent holder,. and (d)
furnishing such security to or making such arrangements with the patent holder as may. be
necessary to correct or cure any such infringement or improper or unauthorized use.
34. GoveT~'!• The validity of this Contract and any of its terms or provisions, as well
as the rights and duties of the parties to this Contract, shall be governed by the laws of the
State of Hawaii. Any action at law or in equity to enforce or interpret the $rovisions of
this Contract shall be brought in a state court of competent jurisdiction m Honolulu,
Hawaii.
15 Forth AG2-GC(r2/04)
5. Compliance Frith Laws. The CONTRACTOR shall comply with all federal, state, and
county laws, ordinances, codes, rules, and regulations, as the same may be amended from
lima to time, that in any way affect the CONTRACTOR'S performance of this Contract..
36. Conflict between General Conditions and Procurement Rules. In the event of a conflict
between the enera Conditions and the. Procurement tiles, the Procurement Rules. in
effect on the date this Contract became effective shall control and are hereby incorporated
by reference.
37. Enfire Contract. This Contract sets forth all of the. Contracts, conditions; understandings,
promises, warranties,. and representations between the. STATE and the CONTRACTOR
relative to this Contract. This Contract supersedes all prior. Conttac~s, conditions,.
understandings, promises, warranties, and representations, which shall have iio. further
force or effect. There aze no Contracts, 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. Severabili Ln the event that any provision of this Contract is declared invalid or
tine orceab a by. a court, such invalidity. or unenforceability shall not affect the validity or.
enforceability of the rPma;n;ng terms of this Contract.
39. Wa--T,- The failure of the STATE to insist upon the strict compliance with any..term,
provision, or. condition of this. Contract 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
Contract. 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 Contract shall not constitute a waiver or relinquishment of the.
STATE'S rights or. the CONTRACTOR'S obligations under the Procurement Rules. or
statutes.
40. Pollution Control. If during the performance of this Contract, the CONTRACTOR
encounters a "release" or a threatened "release" of.a reportable quantity of a "hazardous
substance>" "pollutant," or. "contaminant" as those terms are defined in section 12$D-1,
HRS, the CONTRACTOR shall immediately notify the STATE and all other appropriate
state, county, or federal agencies, as required by law.. The. Contractor shall take. all
necessary actions, including stopping work, to avoid causing, contributing to, or. making
worse a release of a hazardous substance, pollutant, or contaminant, and shall promptly
obey any orders the Environmental Protection Agency or the state Department of Health
issues in response to. the release. In the event there is an ensuing cease-work period, and
the STATE determines that this Contract requires an adjustment of the time for
performance, the Contract shall be modified in writing accordingly.
16 Forth AG2-GC(12l04)
-
BUDGET
The STATE's Notice to Proceed to June 30, 2006
Redemption Center Services $750,000.00
Source of funds:
S-06-313-H-06-372
ADM. SERV. OFFICE Exhibit "A"
LOG NO. 06-096