HomeMy WebLinkAboutCOM 0082.050 2004-2006 40'iNw•ur M~qG
~ ~~~i%~c. Barbara BeII
Director
Harry Kim
/dorm - ' - ' Nelson Ho
+rE cF~HwW Deputy Director
~LITIItIf~1 II~ ~tIGTMtt
DEPARTMENT OF ENVIRONMENTAL MANAGEMENT
25 Aupuni Street, Room 210 • Hilo, Hawaii 96720-0252
(808) 961-8083 • Fax (808) 961-8086
email. cohdemCu7co.hawaii.hi.us
DATE: March 21, 2006
TO: Stacy K. Higa, Council Chair and
Council Members _
VIA: Deanna Sako, Controller
FROM: ~~Bar~ara Bell, Director
RE: NOTIFICATION OF GRANT AWARD
Compliance with Ordinance No. OS-86, Section 7{1)
Name of Grant Program: Used Oil Collection and Disposal Program
Grantor: State of Hawaii, Department of Health
County Grantee Department or Agency: Department of Environmental Management
Grant No. (IF KNOWN): ASO Log No. 06-143
Amount of Grant: $55,000.00
Amount of County Match: none
County Revenue & Expenditure Account Numbers: 085.3305.10 , 085.601.5607.30
Grant Period (Commencement & Completion): 9/14/05 - 6/30/06
Purpose of Grant: To promote used residential motor oil recycling in Hawaii
County.
Is final report required by grantor? ®Yes ~ No
Notification attached: ®Yes ? No, because
Comm No. Z •
Ref. Ta:^-y~"'^--
Ref. Dote IIHn ~ LV~U
ram, Ncni i;os
STATE OF HAWAII
DEPARTMENT OF HEALTH
HONOLULU
September 14, 2005
County of Hawaii
Department of Environmental Management
25 Aupuni Street, Room 202
Hilo, Hl 96720
Dear Contractor:
The attached finalized copy of our agreement
ASO LOG NO. 06-143
Is for your information and files.
Sincerely,
Leanne N. Nakamura
Fiscal Officer
Administrative Services Office
c: EMD-SHWB
~~1`~
1<?~x~
t 9bp
LINDA LINGLE CHIYOME LEINAALA FUKINO, M. D.
GOVERNOR OF HAWAII ~ai $ DIRECTOR OF HEALTH
8 o®L
'Y 'do.m.e+~.~
STATE OF HAWAII
DEPARTMENT OF HEALTH
P.O. BOX 3378 In rePIY• please refer lo:
HONOLULU, HAWAII 96801-3378 File:
NOTICE TO PROCEED
DATE: September 14, 2005
TO: County of Hawaii
FROM: Fiscal Officer
SUBJECT: Adm. Serv. Office Log No. 06-143
The official commencement date to proceed with your work
or delivery is September 14, 2005.
Completion: Ass ecified 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.
~,Qt~iV.u ,~1j.Q{~~,nu`~17.e
Leanne N. Nakamura
Fiscal Officer
Administrative Services Office
c: EMD-SHWB
,
STATE OF HAWAII
CONTRACT FOR GOODS AND SERVICES
(IN THE FOLLOWING CATEGORIES: EXEMPT; SMALL PURCHASE;
SOLE SOURCE; OR EMERGENCI~
the STATE'S This Contract, executed on the respective dates indicated below, is effective as of
Notice to Proceed20_,between Department of Health
(loser! name oJsfate depar7men7, agertq, board or commission)
Staie of 1-Iawaii (hereinafer "STATE"), by its Director of Health
(Insert rifle ojperson signing for Siofe)
(hereinafter "PROCUREMENT OFFICER"), whose address is 1250 Punchbowl street,
Honolulu, Hawaii 96813 and County of Hawaii
(I,uer7 name oJcompa,ry/person)
(hereinafter "CONTRACTOR"), a body not ;tic and corpnr'~ro
(loser! corporation, partnership, join( venture, sole proprietorship, rm other fegaf
Jorm of fhc Contractor)
under the laws of the State of Hawaii ,whose business address and taxpayer
identification number are as follows: County of Hawaii, Department of Environmental
Management 25 Aupuni Street Room 202 Hilo Hawaii 96720• Taxpaver IDIl99-6000567
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.
B. This Contract is for (check one box):
~ (I) A procurement expenditure of public funds for goods and services
that is otherwise exempt from public bidding as set forth in section 103D-102, Hawaii Revised
Statutes (HRS), and chapter 3-120, Hawaii Administrative Rules (HAR); or
or
? (2) A small purchase procurement of goods and services as set forth
in section 103D-305, HRS, and subchapter 8, chapter 3-122, HAR; or
? (3) A sole source procwement of goods and services as set. forth in
section 103D-306, HRS, and subchapter 9, chapter 3-122, HAR; or
? (4) An emergency procurement of goods and services as set forth in
section 103D-307, HRS, and subchapter 10, chapter 3-122, HAR.
1 AG/SPO FORM-K(2) (1/01)
ADM. SERO. OFFICE
r.oc No. 06-143
a r
C. Money is available to fund this Contract pursuant to:
(I) Item D-1 Act 178 2005 HSL
nd<Mlr sma ,oucex)
or (2)
rldenr~Fcderat somrceJ CHEER-Environmental Response
Revolving Fund, En iron ental
or both, in the following amounts: State $ 55,000.00 Response Tax and 0~1 Re~ated
Activities)
Federal $ -o-
D. The agency's Chief Procurement Officer is Ruth Yamaguchi (Acting)
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,
the STATE and the CONTRACTOR agree as follows:
1. Scope of Services. The 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.
2. Compensation. The CONTRACTOR shall be compensated in a total amount
not to exceed FIFTY-FIVE THOUSAND AND NO/100
DOLLARS Onn.nn including approved costs incurred and taxes, according to the
Compensation and Payment Schedule set forth in Attachment 2, which is hereby made a part of this
Contract.
3. fonds. The CONTRACTOR ?is required to provide ®is not required to
provide O a performance bond q a payment bond ®a perforntance and payment bond in the
amount of NONE
DOLLARS N/A
4. Standazds of Conduct Declaration. 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 Specia]
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 Damaees. 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
LOG N0. 06-143. 2 AG/SPOFORM-K(2)I1/01)
r. ,
7. Notices. Any written notice required to be given by any party to this Contract
shall be (a) delivered personally, or (b) sent by United States first 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 Contract. A notice shall be deemed to have been received three
(3) days after mailing or at the time of actual receipt, whichever is eazlier. 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 first above written.
s
STATE
~ a?
~~+~•^me Leinaala Fukino M D
(Print Name)
Director of Health
(Print Tid
(Dare)
CONTRACTOR
CORPORATE SEAL
(If available)
County of Hawaii
(/n,Krr MTC OfCOa(IOC(Or/
t(/`~`\{Id`Ir}f~.`'. ^/r(I/V^lI(11V1_,y//
N},($,1yy~/$~~~m]IyyW~~e~~~CC
v,/W. tV~LIVV
(Prtn! Name)
_ Mana9'rrt6 ~'yecloi
(Print TirleJ
_ AUG 11005
(Date)
APPROVED
AS TO FORM:
Ld~/~C/~
-
Deputy Attorney General
~Evidmee of authority of the CONTRACTOR'S represrntative to sign this Contract for the CONTRACTOR muri be attached.
ADM. SERV. OFFICE 3 AG/SPO FORM-K(2) (1/01)
LOG N0. 06-143
yi f~ ~
APPROVAL RECOMMENDED:
By:/~ z~~~~~~~~~~~~~
BARBARA BELL, Director
Department of Environmental Management
County of Hawaii
APPROVED AS TO FORM
AND LEGALITY:
D ut orporation Counsel
County of Hawaii
STATE OF )
SS.
COUNTY OF 1
Cm this day of 20 before me appeared
and to
me known, to be the person(s) described in and, who, bein me duly sworn, did say that
he/she/thcy is/are and of
, the C CTOR named in the foregoing
instrument,"'and that he/she/they is/are autho ' to sign said instrument on behalf of the
CONTRACTOR, and acknowledges that e/they executed said instrument as the fret act and
deed of the CONTRACTOR
(Sienanvel
(Print Name)
otary Seal)
Notary Public, State of
M co ~ s'o
ADM. SERV. OFFICE Q pG/SPO FORM-K(2) q/Ol)
LOG N0. 06-143
CERTIFICATE OF EXEMPTION FROM CIVIL SERVICE
1. By Heads of Departments or Agencies as Delegated by the Director of Auman
Resources Development r.
pursuant to a delegation ofthe suthoritybythe Director ofHumanResourees 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 §~6-16, Hawaii Revisesi Statutes
~t~
! i I~j/ $EP 1 4 2005
(gam ) Date
Chiyome Leirraala firkino, M.D.
(Print Ntone)
Director of Health
(Print Title)
r~ part of the form way be used by all depamnrnt heads and others to whom the Director of Human
Resources Development (DHRD) has delegated authority to certify §76-16, HRS, civ~7 service exemption. Thespecific
paragraph(s) of §76-16, HRS, upon wfiich aq exemption is based should be meted in the contract file. NOT&: Authority
to certify exemptions under §§76-16(2), 76.16(12), aad 76-16(15), HItS, has not been delegated; only the Director of
DHRD may certify §§76-16(2), 76-16(12), and 76-16(15) exemption.
2. By the Director of Human Resources Development, State of•Hawaii.
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 (HRS).
(Signature) Date
(Print Name)
(Print Title, if designee of the Duector of DH7ZD)
ADM. SERV. OFFICE S AGISPO FOAM-Kp) pL04)
IAG N0. 06-143 AG/SPO FORM-K(2)
s ,
THIS FORM IS DELETED AND INOPERATIVE
STANDARDS OF CONDUCT DECLARATION
For the purposes of this declaration:
"Agency" means and includes the State, the legislature and its committees, all
executive departments, boards, commissions, committees, bureaus, offices; and
a]] .independent commissions and other establishments of the state governmen ut
excluding the courts.
"Controlling interest" means an interest in a business or other undertake g which
is sufficient in fact to control, whether the interest is greater or less fiRyper
cent (50%).
"Employee" means any nominated, appointed, or elected offic or employee of
the State, including members of boards, commissions, and c ittees, and
employees under contract to the State or of the constitutio 1 convention, but
excluding legislators, delegates to the constitutional co ention, justices, and
judges. (Section 84-3, HRS).
On behalf of ONTRACTOR, the undersigned does
declare as follows:
1. CONTRACTOR ? is ? is not a legisla r or an employee or a business in which a
legislator or an employee has a controll' g interest. (Section 84-15(a), I3RS).
2. CONTRACTOR has not been repr ented or assisted personally in the matter by an
individual who has been an emp] ee of the agency awarding this Contract within the
preceding two years and whop icipated while so employed in the matter with which the
Contract is directly conceme . (Section 84-15(b), HItS).
3. CONTRACTOR has not een assisted or represented by a legislator or employee for a
fee or other compensa ' n to obtain this Contract and will not be assisted or represented
by a legislator or oyee for a fee or other compensalion in the performance. of this
Contract, if the ]e 'stator or employee had been involved in the development or award of
the Contract. ( coon 84-]4 (d), HRS).
4. CON'T'RA OR has not been represented on matters related to this Contract, for a fee or
other con deration by an individual who, within the past twelve (l2) months, has been an
agency mployee, or in the case of the Legislature, a legislator, and participated while an
' Remin r to a enc If the "is" block is checked and if the Contract involves goods or services of a value in
excess f $10,000, the Contract must be awarded by competitive sealed bidding under section 103D-302, HRS, or a
co titive sealed proposal under section 103D-303, HRS. Otherwise, the agency may not award the Contract
ss it posts a notice of its intent to award it and files a copy of the notice with the State Ethics Commission.
ADM. SERV. OFFICE
LOG N0. 06-143 Revised 7/04
rs-related ,~~~=i~rtrast-f SeEtions-84-}~{b}~
HRS).
CONTRACTOR understands that the Contract to which this document is attached is voi ble
on behalf of the STATE if this Contract was entered into in violation of any provision
chapter 84, Hawaii Revised Statutes, commonly referred to as the Code of Ethics, in uding the
provisions which are the source of the declarations above. Additionally, any fee, mpensation,
gift, or profit received by any person as a result of a violation of the Code of E ' s may be
recovered by the STATE.
DATED: Hono]ulu, Hawaii,
CONTRACTOR
By
' (signatwe)
Print Name
Print Ti e
N e of Contractor
Date
~~oo~ i 2 Revised 1/04
ADM. SERV. OFFICE
LOG N0. 06-143
i~
ATTACHMENTI
SCOPE OF SERVICES
The CONTRACTOR shall:
a. Prior to the commencement of the fiscal yeaz, submit a comprehensive projected
work plan listing all and any activities in chronological order to be undertaken per year. Work
plan shall include but not be limited to the following: 1) Personnel Training; 2) Public education
and outreach (including advertisement and outreach workshop strategy); 3) Compliance
inspection and monitoring; 4) Spill and release containment; 5) Preventing used-oil
contamination (including random testing) and abandonment, and external media contamination,
such as soil and water; 6) Annual collection goals as specified in paragraph b; 7) Goals per
collection center; 8) Special Events; 9) Prospective service, equipment, and supply purchases;
10) Administrative duties, and 11) Other used-oil activities. Work plan shall: 1) describe each
activity in detail; 2) include when each activity is scheduled to be performed; 3) list the number
of work hours to be performed per activity; and 4) provide a financial cost for each activity.
b. Work towards the goal of collecting and properly disposing over a four (4) yeaz
period thirteen thousand (13,000) gallons of "household Do-It-Yourselfer" ("DIYer'~ used oil.
Establish goals for the collection and recycling of DIYer used oil, such as to: 1) increase the
quantity of used oil collected as of the effective date of this Contract by ten percent (10%) per
year over a four (4) year period; 2) decrease the quantity of contaminated oil collected as of the
effective date of this Contract by fifty percent (50%) per year; and 3) establish and maintain, at a
minimum, five (5) to possibly expanding to ten (10) sites that distribute used-oil educational and
promotional materials within the community, such as at DIYer used-oil collection centers
(collection centers) and places where motor products aze sold. These goals shall be included in
the work plan described in paragraph a, which shall detail how these goals will be achieved.
a In addition to the five (5) existing collection centers, work towards establishing a
new permanent used-oil collection center per yeaz, with special emphasis given towazds
underserved regions, such as the rural azeas of the County of Hawaii.
d. Continue to expand and upgrade the existing used-oil disposal and recycling
program, which tazgets solely DIYer-generated used oil in the County of Hawaii, by improving
the permanent collection centers with equipment, such as: 1) fifty-five (55) gallon drums; 2) spill
totes; 3) over-pack drums to prevent spillage; and 4) other spill prevention-related materials.
Use equipment at permanent collection centers that reflects current materials used to manage
used oil, such as tester kits and container pans. Make the pennanent collection centers
convenient to the public by locating the centers at strategic locations (i.e., auto repair and retail
establishments and heavily-traveled roadways) and by having an attendant and lazge, visible
signage on site. Include on the signage the following words, "Used-Oil Collection Center - - -
Accepting at No Charge Used Oil from Members of the Public Who Change their Own Oil, "and
information indicating the days and hours of operation when used oil is accepted at no chazge
from the public, a website address, and a phone number to call for information. Provide an
informational phone line to disseminate information to the general public about the used-oil
collection program, such as: 1) the proper method of disposing used oil; 2) the number,
ADM SERV. OFFICE
LOG NO. 06-l43 1
(6) Public outreach workshops promoting the proper management and
disposal of used oil that focus on probable DIYer groups, such as high
school automotive repair and driver education students and teachers.
Review and modify, if necessary, this public informational program in order to improve,
increase, and expand public outreach, awazeness, and/or participation in the DIYer used-oil
collection program.
j. Maintain records for a minimum of five (5) yeazs of all sub-agreements or
sub-contracts signed by entities that handle, transport, recycle, and/or dispose of used oil, and/or
operate used-oil collection centers. Maintain for a minimum of five (5) years, original records
reflecting the equipment purchased, cost of operation, invoices showing amount of used oil and
contaminated used oil collected by each site, invoices paid by sub-contract, and payments made
in accordance with sub-contracts or sub-agreements.
k. Develop and implement plans to decrease used-oil contamination, which shall
include conducting more pre-testing of used oil. Contaminated used oil is defined as containing
more than one thousand (1,000) parts per million (ppm) total halogens. The CONTRACTOR
shall on a random basis perform pre-testing by collecting used oil in smaller containers, which
would then be tested for contaminated used oil by using a test kit such as Clor-D-Tect. Require
that any person or persons contributing used oil to the collection program shall sign a program
log declaring that the used oil being submitted is DIYer-generated and not contaminated with
more than one thousand (1,000) ppm total halogens. The program log shall contain the
following information: 1) quantity of used oil being deposited; 2) participant's name, address,
phone number, and any other contact-related information (i.e., electronic mail); 3) how the
participant learned of the DIYer used-oil program; and 4) whether this is the participant's first
visit to the collection center.
1. Submit within thirty (30) calendaz days after the end of each quarter of a fiscal
year a written progress report on a form to be supplied by the STATE of the CONTRACTOR'S
activities under this Contract. Notify in the quarterly report of any adverse used-oil incidents
including spills or releases, and other media contamination (i.e., soil, waterbody, etc.). Incidents
and corrective measures shall be reported in the quarter they occurred. The reports shall include,
but not be limited to:
(1) A listing of goals for the used-oil collection program, including the goals
referred to in pazagraph a ,above and the current status in achieving each
goal;
(2) A quarterly summary of: a) the number of participants at the permanent
collection centers and, if applicable, during mobile collection center
events; b) the number of used-oil container pans distributed at no charge;
and c) the total volume and monthly average of used oil and contaminated
used oil collected per permanent collection center and, if applicable, per
mobile collection center event, and at all permanent collection centers
and, if applicable, at all mobile collection center events;
(3) A quarterly expenditure report listing public educational costs, cost and
number of used-oil collection container pans purchased, costs incurred
through sub-contracting, and the costs for equipment including upgrades
and other program-related expenses;
ADM SERV. OFFICE
IAG NO. 06-143 3
Chapters 342B through 342P, Hawaii Revised Statutes, and their federal counterparts. In the
event that a state or federal agency determines that the CONTRACTOR has violated any state or
federal law regarding environmental quality, the STATE may terminate this Contract after
providing sixty (60) calendaz days notice.
ADM SERV. OFFICE 5
IAG NO. 06-143
ATTACHMENT2
COMPENSATION AND METHOD OF PAYMENT
In full consideration of the services performed by the CONTRACTOR under this Contract, the
STATE agrees, subject to 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 FIFTY-FIVE THOUSAND AND NO/100 DOLLARS ($55,000.00) of
special funds which shall be paid in accordance with and subject to the following:
a. Payments shall be made in quazterly installments upon the quarterly 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 Budget attached hereto as Exhibit
"A" and made a part hereof. The first payment shall be an advance installment of approximately
one-fourth (1/4) of the total compensation, and shall be made within approximately thirty (30)
calendar days after execution of this Contract and submission of an invoice. The STATE shall
withhold payment of THIItTEEN THOUSAND, SEVEN HUNDRED FIFTY AND NO/100
DOLLARS ($13,750.00) until final settlement of this Contract.
b. There shall be only one (1) advance instalhnent payment during the time of performance
of this Contract. After the initial advance, payments shall be made quarterly based on the
quarterly invoices submitted by the CONTRACTOR starting from the first quarter of the
contract period. Payments for the last three (3) months of the contract period shall be withheld
to determine if it is within the initial advance. If the invoice exceeds the initial advance and the
expenditures aze allowable and within the total contract amount, the STATE shall pay the
CONTRACTOR the difference between the total of the invoice for the last three (3) months of
the contract period and the initial advance.
c. 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 performance of services and completion of all other outstanding matters under
this Contract.
ADM SERV. OFFICE
LOG NO. 06-143 1
ATTACHMENT 3
SPECIAL PROVISIONS
1. Deletion of Portions of Contract. For purposes of this Contract, pazagraph 4 on page 2
of the Contract, "Standazds 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 aze 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. Subpazagraph 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 commencement date of 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 September 1, 2005. However, due to
the time required for evaluation, awazd, 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 maybe extended by the
STATE for specified periods of time not to exceed three (3) years or for not more than three (3)
additional twelve (12) month periods, upon mutual agreement and the execution of a
supplemental agreement.
This Contract maybe 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 no. 14.
5. Contract Price Adjustment. The Contract price maybe adjusted at the beginning of
each extension period and shall be subject to the availability of special funds.
ADM SERV. OFFICE
LOG NO. 06-143 1
GENERAL CONDITIONS
.Table of Contents
Pa e s
1. Coordination of Services by the STATE ...........................................................1
2. Relationshi of Parties: Inde endent Contractor Status
and esPOnstbt rues, Inclu mlt ax Responsibiltnes .................'.:.........................1
3. Personnel Requirements ..............................................................................2
4. Nondiscrimination ......................................................................:..............2
5. Conflicts of Interest ....................................................................................2
6. Subcontracts. and AssiAnments .......................................................................2
7. Indemnification and Defense ..............................,..........................................3
8. Cost of Litigation ..........................................:..................................:........3
9.. Liquidated DamaQes
..........3
10. State's. Right of Offset .................................................................................4
11. Disvutes .:................................................................................................4
12. Suspension of Contract
4
13. Termination for Default ...............................................................................5
14.. Termination for Convenience
.....7
15. Clairns Based on the A en .Procurement
cer's ct~ons or ssions 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 Adiustment .......................................................................................12
ADM. SERV. OFFICE i Form AG2-GC(12/04)
I,OG N0. 06-143
22. Variation in Quantity for Definite Quantity Contrasts ...........................................13
23. Changes in Cost-Reimbursement Contract ........................................................13
24. Confidentiality of Material .........:.................................................................14
25. publici .................................................................:................:..............14
26. Ownership Rights and CoUYright
............14
27. Liens and Warranties ...........................................:......................................14
28. Audit of Books and Records. of the. CONTRACTOR ...............................:............14
29. Cost or. Pricing Data ................................:..................................:...............15
30. Audit of Cost or Pricing Data ...............................................:........................15
31. Records Retention
.......................................................15
32. Antitrust Claims ........................................................................................15.. .
33. Patent~rn°les ........................................................:.....:........................15
34. Governin%=Law .........................................................................................15
35. Compliance with Laws ................................................................................16
36. Conflict between General Conditions and Procurement Rules lb
37. Entir`
act lb
38. Severabili ..........:................................................................:..................16
39. Waiver ...................................................................................................16
40. Pollutio______.
nControl ........................................................................:..............16
ADM. SERV. OFFICE ii FormAG2-GC(12/04)
LOG N0. 06-143
GENERAL.CONDITIONS
1. Coordination of Services b the. STATE. The. "head of the purchasing agency," (which
terra includes a designee o the head of the purchasing agency), shall coordinate the
services to. be provided by the CONTRACTOR in order to. complete the~erforutance
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 govetvmental body which is authorized under chapter 103U, HRS,
or its implementing rules and procedures, or by way of delegation,. to enter: into contracts
for the procurement of services..
Z, Relationshi of Parties: lade endent Contractor Status and R nsibilities Includin Tax
esvo~tues'
a, In the performance of services. required under this Contract, the CONTRACTOR is
an "independent contractor," with the authority and responsibility.to control and
direct the performance and details of the work and services requtred under this
Contract;. however, the STATE shall have a general right to. inspect work is
progress to determine whether, in the STATE's opinion,. the services are being
performed by.the CONTRACTOR in compliance with this Contract. Unless
otherwise provided. by special condition, it is understood that the STATE does not
agree to use the CONTRACTOR exclusively, and that the CONTRACTOR is free
to contract to. provide services to other individuals or entities while under contract
with the STATE.
b. The CONTRACTOR sad the CONTRACTOR's employees and agents. are not by
reason of this Contract, agents or employees of the. State for any purpose, and ffie.
CONTRACTOR and the CONTRACTOR'S employees and agents shall not be
entitled to claim or receive from the State any vacanon, 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
entire liability to. the CONTRACTOR'S employces and agents, and to any
individual not a parry 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 (t) income
taxes, (ii) employment related fees, assessments, and taxes, and (iii) general excise
taxes. The CONTRACTOR also is responsible for obtaining all licenses, petirtits,
and certificates that may be required in order to perform this Contract.
e. The CONTRACTOR shall obtain a general excise tax license from the Department
of Taxation, State of Hawaii, in accordance with section 237-9, HRS, and shall
ADM. SERV. OFFICE 1 Form AG2-GC(]2/04)
LOG N0. 06-143
comply with all requirements thereof. The CONTRACTOR shall obtain a tax
clearance certificate from the Dtrector 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 praor 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 empployee-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, The CONTRACTOR shall secure,. at the CONTRACTOR'S own expense, all
personnel required to perform this. Contract.
b' ~eee
peri~enced~and fully] qualified to engage inn tAhe
activttia
and performethe -
services required under thts Contract,. and that all applicable liansmg and
operating requirements. imposed or required under federal, state, or county law,
and all applicable.accreditation and other standards of quality generally. accepted in
the field of the activities of such employees and agents- aze comphcd with and
satisfied.
4. Nondiscrimination. Na person performing work under this Contract, including any
subcontractor, employee, or agent of the CONTRACTOR, shall engage in any
discrimination that is prohibited by, any applicable federal, state, or county law.
g. 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.
Subcontracts and Assi nments. The CONTRACTOR shall not assign or subcontract any
o the s dunes, obligations, or interests under this Contract 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 cleazance certificate from the Director of
Taxation, State of Hawaii, showing that all delinquent taxes, if any, levied or accrued
under state law against the CONTRACTOR'S assignee or subcontractor. have been paid.
Additionally, no assignment by the CONTRACTOR of the CONTRACTOR's right to
compensation under this Contract 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.
ADM. SERV. OFFICE 2 Form AG2-GC(12/04)
LOG N0. 06-143
a, Recognition of a successor in interest. When in the best interest of the State, a
successor m interest may 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
furnish, all required bonds.
b, Chan a of name. When the CONTRACTOR asks to change the rutma is which it
hol s s ontract with the STATE, the procurement officer of the pwchasing
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 Warne (for example, an amendment to the
CONTRACTOR'S articles of incorporation), enter into an 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 no other terms. and condrnons of this Contract are thereby changed.
~ Re orts.. All assignment Contracts and amendments to this Contract effecting
c agees of the CONTRACTOR'S. name or novations. hereunder shall be reported to
the CPO within thirty days of the date that the assignment Contract or amendment
becomes effective..
d, Actions affecting more than one purchasing agency. Notwithstanding the
provrsrons of subpazagraphs 6a through 6c herein, wnen the CONTRACTOR holds
Contracts with more than one pwchasing agency of the State, the assignment
Contracts. and the novation and change of name amendments herein authorized shall
be processed only through the CPO s office.
7. Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold
harmless the rate 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 therefor, arising out of or resulting from
the acts or omissions of the CONTRACTOR or the CONTRACTOR'S employees, officers,
agents, or subcontractors under this Contract. The. provisions of this paragraph shall
remain m full force. and effect notwithstanding the expiration or eazly ternunation of this
Contract.
g. Cost of Liti ation. In case the STATE shall, without any fault on its part, be made a party
to any rtrgaUon commenced by or against the CONTRACTOR in connection with this
Contract, the CONTRACTOR shall pay all costs and expenses incurred by or imposed on
the STATE, includurg attorneys' fees.
g. t ;r,»;dated Damages. When the CONTRACTOR is given notice of delay or
nonperformance as specified in paragraph 13 (Termination for Default) and fails to cure in
the time specified, it rs agreed the CONTRACTOR shall pay to the STATE the amount, if
ADM. SERV. OFFICE 3 Foim AG2-GC(12/04)
LOG N0. 06-143
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 CONTRACTOR provides the goods or services, or
both, if the CONTRACTOR is. not ;terminated for default. To the extent that the
CONTRACTOR'S delay or nonperformance is excused under. paragraph 13d (Excuse for
Nonperformance or Delay Performance), liquidated damages. shall not be assessable against
the CONTRACTOR.
10. State's. Ri ht of Offset.. The STATE may offset against any,monies or other obligations. the
S A owes. to the CONTRACTOR under. this Contract,. any amounts owed ta. the State.
of Hawaii by the CONTRACTOR under this Contract or any other. Contracts. or. rsuant
to any law or other obligation owed ta. the State of Hawaii by the CO CTOR,.
including, without limitation,. the payment of any. taxes or levies of any land or nature.
The. STATE will notify the CONTRACTOR in writing of any offset and the nature of such
offset. For. purposes of this paragraph, amounts owed to the State of Hawa$ shall not
include debts or obligations which have been liquidated, agreed ta by the CONTRACTOR,
and are covered by an installment payment or other. settlement plan approved by the State
of Hawaii, provided, however, that tha CONTRACTOR shall be entitled ta such exclusion
only to. the extent that the CONTRACTOR is current with, and..not delinquent on, any
payments. or obligations owed to. rho State of Hawaii under such payment or other
settlement plan. ~ -
11. Di ores.. Disputes shall be. resolved in accordance with section 103D-703, HRS, and
pter 126, Procurement Rules, as the same may be amended from time ta time.
12. Sus ension of Contract. The STATE reserves the right at any time and for any reason to
suspend thrs ontract for any. reasonable. period, upon written notice to the
CONTRACTOR in accordance with the provisions herein.
a. Order to sto . erformance. The Agency procurement officer, tnay, by written
order to. the 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 specified period not exceeding sixty (fi0). days
after the order is delivered to the CONTRACTOR, unless the parties agree to any.
further period. Any such order. shall be identified specifically as a stop
performance order issued pursuant to this section. 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 ta the issuance of
further orders by the 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 min~rr»~~*+g costs. Upon receipt of such an order, the
CONTRACTOR shall forthwith comply with its terms and suspend all performance
under -this Contract at the time stated, provided, however, the CONTRACTOR
shall take all reasonable steps to minimize the occurrence of costs allocable to the
performance covered by the order during the period of performance stoppage.
Before the stop performance order expires, or within any further period to which
the parties shall have agreed, the Agency procurement officer shall either:
(1) Cancel the stop performance order; or
ADM. SERV. OFFICE 9 Form AG2-GC(12/04)
LOG N0. 06-143
(2) Termitlate 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-hrs section is cancelled at any time dwing the period specified in the order, or if
the period of the order or any extension thereof expires, the CONTRACTOR shall
have the right to resume. performance.. An approprtate 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 ffie time.required for,
or. in the CONTRACTOR's wst properly allocable to, the performance of
any part of this Contract; and
(2) The CONTRACTOR asserts. a claim for such an adjustment wit~tin thirty
(30). days after the end of the period of per}'otmzance stoppage;. provrded
that, if the Agency procurement officer decides that the facts justify such
action, any such clarrrr asserted ma be received and acted upon at any time
prior to. final payment under this Contract. .
c. Termination of. sto ed erfonnance. If a stop. performance order. is not cancelled
an a per ormance cover by such order is terminated for. default or
convenience, the reasonable costs resulting from tlta stop performance order. shall
be allowable by adjustment or otherwise:
d. Ad'ustment of rice. Any adjustment in contract price made pursuant to. this
paragrap sha 1 be. determined iri accordance with the pace adjustment provision of
this Contract.
13. Termination for Default..
a. Default. If the CONTRACTOR refuses. or fails to perform any of the provisions of
s ontract with such diligence as will ensurb tts 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 off cer may notify the CONTRACTOR in writing of the
delay or non-performance and if not cured in ten (10) days, or any longer time
specified in wntmg by the Agency procurement officer, such officer may terminate
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 properly. perform. In the
event of termination in whole. or in part the Agency procurement officer may
procure similar goods or services in a manner and upon the terms deemed
appropriate by the Agency procurement officer. The CONTRACTOR shall
continue. performance of the 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 temunation 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.
ADM. SERV: OFFICE 5 Form AG2-GC(12/04)
LOG N0. 06-143
c. Co Payment for completed goods and services delivered and accepted
by the S 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 fall to agree,
the. Agency procurement officer shall set an amount subject to the
CONTRACTOR'S rights under chapter 126, Procurement Rules. The STATE may
withhold from amounts due the CONTRACTOR such sums as the Agency
procurement officer. deems to be necessary. to. protect the STATE against loss
because. of outstanding liens or. claims and to. reimburse the STATE for the excess
costs. expected to. be incurred by the. STATE in procuring similar goods and
services.
d. Excuse for non rformance or dela ed erformance.. The; CONTRACTOR shall
not be in default by .reason o any allure in per ormance of this Contract. in
accordance with its terms, including any failure by the CONTRACTOR to make
rogress in the prosecution of ttie performance hereunder which endangers such
performance, if the CONTRACTOR has notified the Agency procurement officer
wrthin 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; foes; floods;
epidemics; quarantine .restrictions; strikes- or other. labor. disputes; freight
embargoes; or unusually severe. weather. If the failure to perform is caused by the
failure of a subcontractor to. perform or to make progress, and if such failure arises
out of causes. similar. to. those set forth above, Ute CONTRACTOR shall not be
deemed to be in default, unless the goods and services. to be furnished by the
subcontractor. were reasonably. obtainable. from other sources in sufficient time to
permit the CONTRACTOR to meet the. requirements of the Contract. Upon
request of the CONTRACTOR, the Agency. procurement office; shall ascertain the
facts and extent of such failure, and, if such officer determines that any failure to
perform was occasioned by any one or more of the excusable causes, and that, but
for the excusable cause, the CONTRACTOR'S progress and performance would
have met the terms of the 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
O s ng t to. proceed under this pazagraph, it is determined for any
reason that the CONTRACTOR was not in default under this pazagraph, or that the
delay was excusable under the provisions of subpazagraph 13d, "Excuse. for
nonperformance or delayed performance," the rights and obligations of the.parties
shall be the same as if the notice of termination had been issued pursuant to.
paragraph 14.
g, Additional ri hts and remedies. The rights and remedies provided in this
paragrap aze m addtuon to any other rights and remedies provtded by law or
under this Contract.
14. Termination for Convenience.
a. Termination. The Agency procurement officer may, when the interests of the
STATE so require, terminate this Contract in whole or in part, for the convenience
of the STATE. The Agency procurement officer shall give written notice of the
ADM. SERV. OFFICE 6 Forth AG2-GC(12/04)
LOG N0. 06-1G3
termination to the CONTRACTOR specifying the part of the Contract terminated
and when termination becomes effective.
b, CONTRACTOR's obligations.. The CONTRACTOR shall incur no further
obligations m connecgon with the terminated performance and on the date(s) set in
the. notice of termination the CONTRACTOR will stop. performance to the extent
specified.. The CONTRACTOR shall also terminate outstanding orders. and
subcontracts as they relate to the. terminated performance. The CONTRACTOR
shall settle the liabilities and claims arising out of the termination of subcontracts
and orders connected with the terminated performance.. The Aggenvy.~rocurement
officer may direct the CONTRACTOR to. assign the CONTRACTOR s right, title,
and interest under terminated orders or. subcontracts to the STATE.. The
CONTRACTOR must still co late the performance not terminated by the. notice
of termination and may incur obligations. as necessary. to do so.
c,. Ri ht to Dods and wo trans er U e and deliver
to the STATE m th manner aged to
the
the. extent directed by the Agency procurement officer:
(1). Any completed goods or work product; and - -
(2). The. partially completed goods and materials, parts, tools, dies, jigs,
fixtures, plans, drawings, information, and contract rights (hereinafter.
called "manufacturing material") as the CONTRACTOR has specifically
produced or specially acquired for the performanceof the terminated 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. If the Agency procurement officer. does. not exercise this
right, the CONTRACTOR shall use best efforts to. sell such goods and
manufacturing materials.. Use of this paragraph in no way implies. that the. STATE
has breached the Contract by exercise of. the termination for convenience provision.
d, Comy_____ ensati°n•
(1). The. CONTRACTOR shall submit a termination claim specifying the
amounts. due because of the termination for convenience together with 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 in accordance with subpazagraph
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 subpazagraph 14c, and
the Contract price of the performance not terminated.
ADM. SERV. OFFICE ~ Form AG2-GC(12/04)
LOG N0. Ob-143
(3) Absent complete agreement under subparagraph 14d(2) ,the Agency
procurement officer shall pay the CONTRACTOR the following amounts,
provided payments agreed to under subparagraph 14d(2) shall not duplicate
payments under this. subparagraph for the following:
(A) Contract prices for goods. or services accepted under the Contract;
(B) Costs. incurred in preparing to perform and performing the
terminated portion of the performance. plus a fait and reasonable
profit on such portion of the performance, such pmfit shall not .
include anticipator profit or consequential damages, less amounts
paid or W be aid for accepted goods or services; provided,
however, that if it appears that tha CONTRACTOR would have
sustained a loss if the entire Contract would have bxin completed,
no profit shall be allowed or incinded a~ the amount of
compensation shall be. reduced to reflect the a~icipated rate of loss;.
(C) Costs of sealing and paying claims arising out of the termination of
subcontracts or. orders. pursuant to subparagraph 14b.. These costs
must not include costs paid iin accordatrx wtth subparagraph
14d(3)(B);
(D) The reasonable. settlement costs of the CONTRACTOR inchuling
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 Comex and for the
termination of subcontracts thereunder, together with reasonable
storage, transportation, a~ other costs incurred in connection with
the protection or disposrtron'of property allocable to. the terminated
portion of this Contract.. The total sum to. be the
CONTRACTOR under. this subparagraph shall not exceed the total
Contract price plus the. reasonable seWement costa of the
CONTRACTOR reduced by the amount of payments. otherwise
made, the procceds of a~ asks of supplies. and manufacturing
materials under subparagraph 14d(2), a~ the Contract price of
performance not terminated.'
(4) Costs claimed, agreed.to, or established under subparagraphs 14d(2) a~
14d(3) shall be in accordance.with Chapter 3-123. (Cost Principles) of the
Procurement Rules.
15. Claims Based on the Agency Procurement Officer's Actions or Omissions..
a. Changes in scope. If any action or omission on the part of the Agency procurement
officer (which term includes the designee of such officer for purposes of this
paragraph 15) requiring performance changes within the scope of the 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
ADM. SERV. OFFICE a Form AG2-GC(12/04)
LOG N0. 06-143
shall not be deemed to have prejudiced any claim for additional compensation,
damages, or an extension of ttme for wmpletion; provided:
(l) Written notice. required. The CONTRACTOR shall give written notice to
the Agency procurement officer:
(A) Prior to the. commencement of the performance involved,. if at that
time the. CONTRACTOR 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 of
om s
n as, a reason which may entitle the. CONTRACTOR to
additional com ensation, damages, or an extension of time. The Agency - -
procurement o~cer, upon receipt of such notice, may rescind such action,
remedy. such omission, or take such other steps as may be deemed advisable
in the discretion of the. Agency procurement officer;
(3) Basis must be explained. The notice required by subparagraph 15a(1)
descrtbes as cleazly 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) Claire musrbe 'ustified. The CONTRACTOR must maintain and, upon
request, make avarla le 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 connecnon with such
changes.
b.. CONTRACTOR not excused. Nothing herein contained, however, shall excuse. the
T om comp fiance 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 aze clearly not within the scope of the. Contract.
c, Price adjustment. Any adjustment in the price made pursuant to this pazagraph
shall be determured in accordance with the price adjustment provision of this
Contract.
l6. Costs and Expenses. Any reimbursement 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:
ADM. SERV. OFFICE 9 Form AG2-GC(12/04)
LOG N0. 06-143
a, Reimbursement for air transportation shall be for actual cost or coach class air faze,
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. fot state. officers and employees in We executive branch who are. excluded
from collective bazgaining coverage.
17. Pavment Procedures; Final Payment. Tax Cleazance.
a, Ori final invoices re uued.. All payments. under this Contract shall be made only
upon su mtsston by the. ~ NTRACTOR of original invoices specifying the amount
due. and certifying that services requested under the 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 -
al otment y the. uector of Finance in accordance with chapter. 37, .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; aad
(2) Upon fmal payment to the CONTRACTOR, full payment to the
subcontractor,. including retainage, shall be. made within ten days
after. receipt of the money; provided that there are no. bona fide
disputes. over the subcontractor's performance under the
subcontract..
d. Final a ment. Final payment under this Contract shall be subject to sections.
10 -53 and 237-45, H which require a tax clearance from the Duector 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 part from federal funds;
C TRA T R 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
ADM. SERV. OFFICE 1~ Form AG2-GC(12/04)
LOG N0. 06-143 -
s,.
made by written amendment to this Convact, signed by the CONTRACTOR and
the STATE; provided that change orders shall be made in accordance with
paragraph 20 herein.
b, No.ora] modification. No oral modification, alteration, amendment,. change, or
extension o any term, provision or condition of this Convact shall be. permitted.
c, Agency procurement officer. By written order, at any time, and without notice to
any surety, the Agency procurement officer may, unilaterally, order of the
CONTRACTOR:
(A) Changes in the work within the scope of the Convact and
fig) Changes in the time of performance of the Convact that do.,not alter the
scope of the Convact work.
d. Ad'ustments. of rice or time. for. erformance. If any modification increases or
decreases the s cost o , or a time required for, performance. of
any, part of the work under this Convact, an adjustment shall be made and this
Contract modified in writing accordingly. Any adjustment in Contract price made
. pursuant to. this clause shall be determined, where applicable, in accordance with '
the price adjustment clause of this Convact or as. negotiated..
e .Claim barred after final- payment. No claim by the CONTRACTOR for an
adjustment hereunder shall be allowed if written Convact of modification is not
made prior to final payment under this Convact.
f Claims. not barred. In the absence~of a Convact modifcation,. nothing in this.
clause shall a deemed to resvict the CONTRACTOR'S right to. pursue a claim
under this. Convact or for a breach of convect.
g Cpp a_~
rp oval.. If this is a professional services Convact awarded pursuant to
secs-lion 103D-303 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 525,000.00. or. ten
per cent (lOYb). of the m~Ual Convact price, whichever increase is higher, must
receive the, prior approval of the CPO.
h, Tax
cl~?rance• The STATE may, at its discretion, require the CONTRACTOR to
submit to
the STATE, prior to the STATE s approval of any. modification;
alteration, amendment, change, or extension of any term, provision, or condition of
this Convact, a tax clearance from the Director of Taxation, State of Hawaii,
showing that al] delinquent taxes, if any, levied or accrued under state law against
the CONTRACTOR have been paid.
i, Sole source Contracts. Amendments to sole source Convects 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 atiiendment.
20 ChanQyOi'der. The Agency procurement officer may, by a written order signed only by
the STATE, at any time, and without notice to any surety, and subject to all appropriate
ADM. SERV. OFFICE 11 Forth AG2-GC(12/04)
LOG N0. 06-143
i ! '
adjustments, make changes within the general scope of this Contract in any one or more of
the following:
~1) Drawings, designs, or specifications,. if the goods or services .to be
furnished are to be specially provided to the STATE in accordance
therewith;
~2) Method of delivery; or
(3) Place of delivery.
a. Ad'ustments of rice. or time. for. erformance. If any. change order increases or
decreases a OR's cost o , or the. time required for,.performance of
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
deterred in accordance with the price adjustment provision of this Contract.
Failure of the parties. to agrce 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 tlre. provisional adjustments
in payment or. time. for performance as may be reasonable. B~ proceeding with the
work, the CONTRACTOR shall not be deemed to have preludtced any. claim for
additional compensation, or any extension of time for completion.
b Time period for claim. Within ten (10) days after receipt of a written change. ,
order under. subpazagraph 20a, unless the period is extended by the Agency
procurement officer in writing, the CONTRACTOR shall respond with a claim for
an adjustment. The requirement for a CONTRACTOR cannot be waived and shall
be a condition precedent to the.' assertion of a claim.
c. Claire barred after fmal payment.. No. claim by the CONTRACTOR for an
ad~ustrnent hereunder shall be allowed if a written response is not given prior to
final payment under this Contract.
d. Other claims not barred.. In the absence .of a change order, nothing in this
paragraph sh be deemed to restrict the COIVTRACTOR's right to pursue a
claita under the Contract or for breach of wntract.
21. Price Ad'ustment.
a. Price ad'ustrnent. Any adjustment in the Contract price pursuant to. a provision in
t~s ontract shall be made in one or more. of the following ways:'
(1) By agreement on a fixed price adjustment before commencement of the
pertinent performance or as soon thereafter as practicable;
(2) By unit prices specified in the 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;
(q) In such other manner as the parties may mutually agree; or
ADM. SERV.' OFFICE 12 Form AG2-GC(12/O4)
LOG N0. 06-143
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(5) In the absence of agreement between the parties, by. a unilateral
determination by the Agency procurement officer of the costs attn'butable 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 prinetples. and applicable sections of chapters
3-123 and 3-126. of the Procurement Rules.
b, Submission of cost or ~ricin~ data.. The CONTRACTOR shall provide cost or
prtcing data or any pace. aa~usunents subject to. the provisions o .subchapter 15,
chapter 3-122 of the Procurement Rules.
22, Variation in uanti for Definite anti Contracts. Upon the agreement of the STATE
and the T O ,.the quantity o go s or services,. or both, tf a definite quattti is
specified in this Contract, may be increased by 'a maximum of ten per ~ (10~);
provided the unit Prices will remain the same except for any price adjustmems otherwise
applicable; and the procurement officer makes a wntten detemunation that such an increase
will either be more economical than awarding another Contrail or that it would not be
practical to award another Contrail.
23, Chan es in Cost-Reimbursement Contract. if this Contract is acost-reimbursement
onvact, the ollowmg provistons s apply:
a Zye 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 Contract
in any one or more of the following:
(1) Description of performance (Attachment 1);
(2) Time. of performance. (i.e., hours of the day,. days of the week, etc.);
(3) Place of performance of services;
(4) Drawings, designs, or specifications when the supplies to be furnished are
to be specially manufactured for the STATE 1n accordance with the
drawings, designs, or specifications;
(5) Method of shipment or packing of supplies; or
(6) Place of delivery.
b if any change causes an increase or decrease in the estimated cost of,. or the time
required for performance of, any part of the performance under this 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, delivery 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,
ADM. SERV. OFFICE 13 Forth AG2-GC(12/04)
LOG NO. 06-143
i S.
the Agency procurement officer tray 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 ll.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 cost of this. Contract and, if this. Contract is mcremerttally 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 Contract.
24. Confidentiality. of Material.
a. All material liven to or made available to the CONTRACTOR by virtue of this
Contract, which is identified as roprietary or confidential information, will be
safeguarded by the CONTRACTOR and shall not be disclosed to. any individual or
organization wititouttha 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 Ad, chapter. 92F,
.HRS..
25. Publici The. CONTRACTOR shall not refer to the STATE, or any. office, agency , or
officer thereof, or any State employee, including the head of the. purchasing agency, the
CPO the DIRECTOR, the Agency. procurement officer, or to the. services or goods , or
both, provided under this Contract, in any of the CONTRACTOR's brochures,
advertisements,. or. other publicity of tite CONTRACTOR. All media contacts with the
CONTRACTOR about the subject matter of this Contract shall be. referred to. the Agency
procurement officer.
26. Ownershi . Ri hts and Co ri ht.. The STATE shall have complete ownership of all
matenal, both shed and un 'shed, which is developed, prepared, assembled, or
conceived b~ 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 tem~ination 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
hens 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 places, audit the books and records of ffie 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.
ADM. SERV. OFFICE 14 Form AG2-GC(12/04)
LOG N0. 06-143
t s•
29. Cost or Pricing Data. Cost or pricing data must be submitted to the Agency purchasing
o tcer and t~unely 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
re uired by the Agency procurement officer, cost or pricing data submission is. not
required for Contracts. awarded pursuant to competitive sealed bid procedures.
If certified cost or pricing data are. subsequently found to. have been inaccurate,incotnplete,
or noncurrent as of the date stated in the certificate, the. STATE is entitled to. aq adjustment
of the contract Price,. including profit or.fee, to exclude any significant sum by whteh 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 amount 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 is such amou>at,
30. Audit of Cost of Pricing Data. When cost or pricing principles are applicable, the STATE
may require an suoir or wsi or pricing data.
31. Records Retention. The CONTRACTOR any any subcontr 8
ors shall maintain
m
an recur s t at r aateent~under the Contract, cost or ricin data for three,(3) y
the date. of final p ym
32. Antitrust Claims... The STATE and the CONTRACTOR recognize, that in acdial economic.
practice, over arges 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 ~ t under cthis Contracthand which areinot pa
sed on tocthe STATE under. an
established
escalation clause.
33. Patented Articles. The CONTRACTOR shall defend, indemnify, and hold harmless the
fate o await, the contracting agency, and tbeir. officers, em)iIoyees, and- agents. from
and against all liability, loss, damage, cost, and expense, including all attorneys' fees , and
all cleans, suits,. and demands arismg 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. m connection with this.Contiract,
The CONTRACTOR shall be solely responsible for correcting or curing to the satisfaction
of the STATE anY such infringement or unproper or unauthorized use, includitg, without
limitation: (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. asotl~
~
gbts
n dTuthies ofithe
parties to this Contractpshallibetgol
verned by the laws of the
State of Hawaii. Any action at law or in equity to enforce or interpret the provisions of
this Contract shall be brought in a state court of competent jurisdiction in Honolulu,
Hawaii.
ADM. SERV. OFFICE 15 FortnAG2-GC(12/04)
LOG N0. 06-143
f ~
35. Compliance with I;aws. The CONTRACTOR shall comply with all federal, state, and
county laws , ordinances, codes, rules, and regulations, as the same may be amended from
time to time, that in any way affect the CONTRACTOR'S performance of this Contract..
36. Conflict between General Conditions and Procurement Rules. In the event of a conflict
between the General ondittons and the. ocurement u es, the Procurement Rules. in
effect on the date this Contract became effective shall control and are hereby incorporated
by reference
37. Entire Contract. This Contract sets. forth all of the. Contracts, conditions; understandings,
pr~Ses, warranties,. and representations between the STATE and the CONTRAG"TOR
relative to this Contract. This Contract supersedes all prior. Contratxs, conditions,
understandings, promises, warranties, and representations, which shall have rto. further
force or effect. There are 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 In the event that any provision of this Contract is declared invalid or -
un orcea ~ e by. a court, such invalidity. or unenforceability shall not affect the validity or -
enforcea~ility of the remaining terms of this Contrail.
39. Waiver. The failure of Ure STATE to insist upon the strict compliance with any. term,
pro
on, or. condition of this. Contrail shall not constitute. or be deemed to constitute a .
waiver or relinquishment of the STATE'a right to enforce the same in accordance with this
Contract. The fact ffiat 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 nghts 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 128D-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 canning, 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 requues an adjustment of the time for
performance, the Contract shall be modified in writing accordingly.
ADM. SERV. OFFICE 16 Form AG2-GC(12/04)
LOG N0. 06-143
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BUDGET
The STATE's Notice to Proceed to June 30, 2006
Used-oil collection program $55,000.00
Source of funds:
5-06-342-H-000323-371
Exhibit "A"
ADM. SEAV. OFFICE
LOG NO. 06-143