HomeMy WebLinkAboutCOM 0048.021 2006-2008 ~ c~~+ ~-~-2a~
Harry Kim s Alan R. Parker
Ma}nor Executive on Aging
h~Of N~
County of Hawaii
OFFICE OF AGING
Hilo Lagoon Centre, 101 Aupuni Slreet, Suite 342, Hilq Hawaii 96720-4262
Phone (808) 961-8600 • Fax (808) 961-8603
Hanama Place, 75-5706 Kuakini Highway, Suite 106, Kailua-Kona, Hawaii 96740-1751
Phone (808) 327-3597 • Fax (808) 327-3599
DATE: July 16, 2007
TO: Pete Hoffmann, Council Chair and Council Members
a r
VIA: Deanna Sakg.,Cont ller
FROM: Alan
Parker, Executive on Aging
RE: NOTIFICATION OF GRANT AWARD
Compliance with Ordinance No. 07-82, Section 7(1)
Name of Grant Program: Senior Training and Employment Program
Grantor: SOH, Dept. of Labor & Ind. Relations, Workforce
Development Division
County Grantee Department or Agency: Hawaii County Office of Aging
Grant No. (IF KNOWN): PY07-SCSEP-H-HCOA
Amount of Grant: $279,657.00
Amount of County Match: $85,380.00
County Revenue Account Number: #3301.20
County Expenditure Account Numbers: #010-481-5481.01 to 5481.02 & 5484.02 to 5484.03
Grant Period (Commencement & Completion): July 1, 2007 to June 30, 2008
Purpose of Grant: To provide subsidized part-time employment
opportunities and training to individuals 55 years of
age and older.
Is final report required by grantor? ?O Yes ? No
Notification attached: ?O Yes ? No, because ~o,,,m .do
Please direct any questions to Vicki R. Belluomini of our office at 961-8597. Ref. Tot -
c: Parks & Recreation Rof. Dcte_~UL_
_ 2`dr
"
Hawaii County is an equal opportunity provider and employer. An Area Agency an Aging
' LINDA LINGLE ~I +E. o. `-~.~9 I
NELSON B. BEFITEL
~jOVERNOR a" ~ sa DIRECTOR
~+~61 l i d COLLEEN V. LaCLAIR
d
y' DEPUTY DIRECTOR
"8,~,~
ELAINE YOUNG
~o-m.i~
ADMINISTRATOR
STATE OF HAWAII
DEPARTMENT OF LABOR AND INDUSTRIAL RELATIONS
WORKFORCE DEVELOPMENT DIVISION
830 PUNCHBOWL STREET, ROOM 329
HONOLULU, HAWAII 96813
www hawaii.oov/labor
Phone: (808) 586-8877 /Fax: (808) 586-8822
Email: dlicworkforce.develop(a~hawaii.gov DATE RECEIVED ~ -o-~
CIRCULATE TO P`-~--,.~_
May 7, 2007 CONY TO ~
ACTION BY
DATE DUE TO
FILE
TO: Alan Parker, Executive on Aging
Hawaii County Office of Aging
FROM: ~ Elaine Young, Administrator
Workforce Development Division
SUBJECT: Request for Proposals LBR 111-06 (OACSEP)
The Department of Labor and Industrial Relations, Workforce Development Division, has
completed its review and selection of applicants in response to our Request for Proposals
Number LBR 111-06 (OACSEP). Congratulations! Your agency has been selected as an
operator of an Older Americans Community Service Employment Program project beginning
Program Year 2007 (July 1, 2007).
We will be contacting you and your staff shortly to negotiate changes to your proposal. A
revised proposal must be submitted to prepare your agreement.
Thank you for your participation in our Request for Proposals process. If you have any
questions or concerns, please contact Yvonne Chong at (808) 586-9262.
Enclosures
i
Competitive Purchases of Service
Chapter 103F, HRS
Statement of Findings and Decision
May 7, 2007
State Agency Issuing RFP: Department of Labor and Industrial Relations
Workforce Development Division
Applicant: Hawaii County Office of Aging Log 04
Request for Proposal Title: Part-time Community Service Training Opportunities
For Older Workers
RFP LBR 111-06(OACSEP)
O Applicant's proposal was selected.
Amount awarded subject to appropriation and availability of funds:
$ 279.657.00
Comments:
Subject to federal appropriations and successful negotiations
? Applicant's proposal was not selected.
Comments:
Identification of applicant(s) selected for this RFP:
Hawaii County Office of Aging
Honolulu Community Action Program, Inc.
Kauai Economic Opportunity, Inc.
Maui Economic Opportunity, Inc.
State of Hawaii, Department of Human Services
A copy ofthe applicant's proposal evaluation worksheet is attached for your information.
If there are any questions, please call Yvonne Chong at (808) 586-9262
' Ad. ~
.r,a
Harry Kim c'" -'~!a Alan R. Parker
Mayor
Executive on Aging
.,",N',~
i`~
County o~ Hawaii
OFFICE OF AGING
Hilo Lagoon Centre, 101 Aupuni S[ree[, Sui[e 342, Hilo, Hawaii 96720-4262
Phone (808) 961-8600 • Fax (808) 961-8603
Hanama Place, 76-5706 Kuakini Highway, Suite 106, Kailua-Kona, Hawaii 96 740-1 7 5 1
Phone (80g) 327-3597 • Fax (808) 327-3599
c'
DATE: July 16, 2007 r.
TO: Pete Hoffmann, Council Chair and Council Members "
VIA: Deanna S o, C roller ~1-~1~'`~"""°
FROM: Alan Parker, E ecutive on Aging ,
RE: NOTIFICATION OF GRANT AWARD
Compliance with Ordinance No. 07-82, Section 7(1)
Name of Grant Program: Healthy Aging Partnership -Empowering Elders Project
Grantor: Dept. of Health, Executive Office of Aging
County Grantee Department or Agency: Hawaii County Office of Aging
Grant No. (IF KNOWN): HI-EBI-07-N
Amount of Grant: $78,760.00
Amount of County Match: $22,600.00 (In-kind)
County Rev. & Exp. Account Numbers: Rev.: #3303.98
Exp.: #010-411-5411.93 = $3,760.00 (HCOA)
Exp.: #010-481.5483.15 = $75,000.00 (HCNP)
Grant Period (Commence. & Completion): March 29, 2007 to December 31, 2007
Purpose of Grant: To coordinate the mobilization of the public and private
partnerships at the community level to implement and sustain the
delivery of evidence-based prevention through an aging service
provider organization.
Is final report required by grantor? ®Yes ? No
Notification attached: ®Yes ? No
pf
c: Parks & Recreation
Hmvai'i Couttry is an equal opportunity provider and employer. An Area Agency on Aging
r~9,eD ~ 1 '
STATE OF HAWAII
;j
~ SUPPLEMENTAL CONTRACT NO.1
TO CONTRACT HI-EBI-07-N
(lnserl contract number or other ident Eying information) _
This Supplemental Contract No. 1 ,executed on the respective dates
indicated below, is effective as of July 31 2007 ,between the
Department of Health ,State of Hawaii
(/nsert name ofstafe department, agency, board or commission)
("STATE"), by its Executive Director or Designee Executive Office on Aging ,
Qnsert title ofrtate o$cer executing contract)
(hereafter also referred to as the HEAD OF THE PURCHASING AGENCY or designee ("HOPA")),
whose address is 250 South Hotel Street, Suite 406, Honolulu, Hawaii 96813 ,and
County of Hawaii ("CONTRACTOR"),
a government entity
(Insert corporation, partnership, joint venture, sole proprietorship. or other legal form of the CONTRACTOR)
under the laws of the State of Hawaii ,whose business address and federal
and state taxpayer identification numbers are as follows: 101 Aupuni Street, Suite 342 Hilo, Hawaii
96720 Federal Tax I.D. # 99-6000567 State Tax I.D. # W40793866-O1
RECITALS
A. WHEREAS, the STATE and the CONTRACTOR entered into Contract
HI-EBI-07-N
(linen contract number or other identifying information)
dated March 29 2007 ,which was amended by Supplemental Contract No(s). n/a
dated (hereafter collectively referred to as "Contract whereby the
CONTRACTOR agreed to provide_the goods or services, or both, described in the Contract; and
B. WHEREAS, the parties now desire to amend the Contract.
NOW, THEREFORE, the STATE and the CONTRACTOR mutually agree to
amend the Contract as follows: (Check Applicable box(es))
? Amend the SCOPE OF SERVICES according to the terms set forth in Attachment-S 1,
which is made a part of the Contract.
? Amend the COMPENSATION AND PAYMENT SCHEDULE according to the terms
set forth in Attachment-S2, which is made a part of the Contract.
® Amend the TIME OF PERFORMANCE according to the terms set forth in
Attachment-S3, which is made a part of the Contract.
? Amend the SPECIAL CONDITIONS according to the terms set forth in
Attachment-S6 SUPPLEMENTAL SPECIAL CONDITIONS, which is made a part of
the Contract.
A tax clearance certificate from the State of Hawaii ? is ®is not required to be
submitted to the STATE prior to commencing any performance under this Supplemental Contract.
A tax clearance certificate from the Internal Revenue Service ? is ®is not required
to be submitted to the STATE prior to commencing any performance under this Supplemental Contract.
The entire Contract, as amended herein, shall remain in full force and effect.
HI-EBI-07-N, SUPPLEMENTAL AGREEMENT NO. 1 1
AG-0OS Rev 1]/15/2005
' = ~
TN 7~W (1F TFTF AR(11/E_thr r - r` +r r 1. rl. r, rb. .i
below, to be effective as of the date first above written.
STATE
(Signature)
(Print Name)
/Print Titlel
(Date)
CONTRACTOR
C:'C)I2PC)RAT.k~ SS:3.L
{dt avaitalale}
(Name ofCantracrorJ
(Signature)
(Print Name)
/J +k
(Print Title)
(Dote)
APPROVED AS TO FORM:
Deputy Attorney General
,t
buideric~s~aaikexii
HI-EBI-07-N, SUPPLEMENTAL AGREEMENT NO. 1 2
AG-005 Rev 11/15/2005
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.
STATE
By:
Its Executive Duector or Designee
Date:
CONTRACTnO,~R~
By: ~~"o'
Its: ManaSing Director'
Date: JUL 11 200
APPROVED BY:
t~laclo7
Hawaii County Office of Aging
County Executive
APPROVED AS TO FORM AND LEGALTTY:
q t7
Deputy Corporation Council
County of Hawaii
APPROVED AS TO FORM:
Deputy Attorney General
State of Hawaii
* ',t r .r. r rnwTT~ n ~TnD ep~ a «T.:.. r....... c ~ st,e
('l1T.TTD A!"Tl1D «.....41.e ..H~..t. e.i
HI-EBI-07-N, SUPPLEMENTAL AGREEMENT NO. 1
2
4~ O f',~
STATE OF HAWAII
w ~ ONTRACTOR'S ACKNOWLEDGMENT
,,e
~
STATE OF )
SS.
COUNTY OF )
On this day of before me appeazed
and , to me
Irnown, to be the person(s) described in and, o, being by me duly sworn, did say that he/she/they is/are
and of
,the
CONTRACTOR named in the foregoing instname t, and that he/she/they is/aze authorized to sign said
instrument on behalf of the CONTRACTOR, a d aclmowledges that he/she/they executed said
instrument as the free act and deed of the CONTRAC OR.
(Signature)
(i`O1aF)' Seal)
(Print Namef
Notary Public, tale of
My commission a fires:
U
HI-EBI~07-A, SUPPLEMENTAL AGREEMENT NO. 1
AG-009 Rev ll/15/2005 I
STATE OF HAWAII )
SS.
COUNTY OF HAWAII )
On July 11, 2007, before me personally appeared DIXIE KAETSU, to me
personally known, who, being by me duly sworn, did say that DIXIE KAETSU 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 Hawaii; that the foregoing instrument was signed and sealed in behalf of
the County of Hawaii by authority given to said Mayor of the County of Hawaii by
Section 5-1.3(g) of the County Charter, County of Hawaii (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.
JEA VIERNES
Notary Public, State of Hawaii
My commission expires: 11/1/2009
LPN V'eRN
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56 ~•~~1
j~,:~;a„ Attachment - S3
! STATE OF HAWAII
1~
~'$,,.__.,.~d TIME OF PERFORMANCE
The Time of Performance is amended as follows:
The CONTRACTOR shall provide services required under this contract from the commencement
date of the State's Notice to Proceed date of Mazch 29, 2007, to and including December 31, 2007,
unless this Contract is sooner terminated.
ffi-EBI-07-N, SUPPLEMENTAL AGREEMENT NO. I 1
AG-013 Rev 11/15/2005
01~+ 0~[-2,~.
r«
Harry Kim c~ Alan R. Parker
Mayor
Executive on Aging
County o~ Hawaii
OFFICE OF AGING
Hilo Lagoon Centre, 101 Aupuni Street, Suite 342, Hilo, Hawaii 96720-4262
Phone B08)961-8600 • Fax (808)961-8603
Hanama Place, 75-1706 Kuakini Highway, Suite 106. Kailua-Kona, Hawaii 96740-1751
Phone B08)327-3597 • Faz (808)327-3599
DATE: July 12, 2007
TO: Pete Hoffmann, Council Chair and Council Members
VIA: Deanna Sa Co oiler ~QM--z~. -
FROM: Alan Parker, E cutive on Aging
r
RE: NOTIFICATION OF GRANT AWARD
Compliance with Ordinance No. 07-82, Section 7(1) `
Name of Grant Program: Kupuna Care Services, Act 262 Funds
Grantor: Department of Health, Executive Office on Aging
County Grantee Department or Agency: Hawaii County Office of Aging
Grant No. (IF KNOWN): HA-2007-KCX (A)
Amount of Grant: $66,598.00
Amount of County Match: $
County Rev. & Exp. Account Numbers: #3304.06 & #010-411-5411.09 to 10
Grant Period (Commence. & Completion): May 1, 2007 to September 30, 2008
Purpose of Grant: To enable Hawaii's "Na Kupuna" to have access to affordable and
quality home-and -community based services that are client-centered
and family-supportive, allowing them to live with independence and
dignity. Services are Adult Day Care, Attendant Care, Case
Management, Chore, Homemaker/Housekeeper, Personal Care,
Assisted Transportation.
Is final report required by grantor? ®Yes ~ No
Notification attached: ®Yes ? No
bj i
Hmvai'i County is an equal opportunity provider and employer. An Area Agency on Aging
LINDA LINGLE E x, PAT SASAKI
GOVERNOR OF HAWAII '~K
tl`~aF' `y\\ EXECUTIVE DIRECTOR
a X
CHIYOME L. FUKINO, M.D. ~ Telephone
DIRECTOR OF HEALTH (806) 586-0100
Fex
STATE OF HAWAII (808)588-0185
EXECUTIVE OFFICE ON AGING
NO. 1 CAPITOL DISTRICT
250 SOUTH HOTEL STREET, SUITE 406
HONOLULU, HAWAII 96813-2831
May 29, 2007
DATE RECEIVED_l~; - o-p7
CIRCULATE TO nP C{"n
COPY TO
ACTION BY
TO: Alan Pazker DATE DUE
County Executive TO
Hawa 'County Office of Aging FILE
FROM: s ackson
D u Director of Health
SUBJECT: HA-2007-KCX(A), Act 262 Funds
Enclosed is your file copy of consummated agreement number HA-2007-KCX(A), between the
Executive Office on Aging and the Hawaii County Office of Aging. This is for the provision of
additional KUPUNA CARE (KC) services authorized by Act 262, during the period May 1, 2007
through September 30, 2008.
Please do continue to consult with your county procurement officer to insure your county
procurement requirements are met, as the funds are disbursed.
In addition, Act 262 funds, persons served, units of service, and expenditures in this contract will
need to be recorded separately from those in your other KC contracts.
If you have any questions about this agreement, please contact Nancy Moser toll-free at
974-4000,67309#.
Mahalo.
MN:pm '
Enclosure
cc: Elvira Lee, EOA
STATE OF HAWAII
AGREEMENT FOR HEALTH AND HUMAN SERVICES:
TRANSACTIONS EXEMPT FROM CHAPTER 103F, HRS
This Agreement, executed on the respective dates of the signatures of the
parties shown hereafter, is effective as of (date) May 1 , 2007 ,
between the (agency) Department of Health State of Hawaii (the "STATE"),
by its Executive Director or Desienee, Executive Office on Aline (the "DIRECTOR"),
whose address is 250 South Hotel Street, Suite 406, Honolulu, Hawaii 96813-2831 ,
and County of Hawaii, Hawaii County Office of Aline (the"PROVIDER"), a
(government entity(corporation(partnership( sole proprietorship(other business form)
government entity whose business address and taxpayer identification number
are: Hawaii County Office of Aline, 101 Aupuni Street, Room 342, Hilo, Hawaii 96720
Federal Tax I.D. # 99-6000567
RECITALS
A. This Agreement is for a purchase of health and human services that is exempt
from the requirements of Chapter 103F, HRS, because:
?O this Agreement is between or among government agencies as provided
- ~ in ~~ctibn 103F-202ja)(Z); Hit's";
? .this Agreement is to award grants or subsidies of state funds
appropriated by the legislature to a specific organization as provided
in Section 103F-101(a)(1), HRS, and Section 3-141-503(a)(2), HAR, or
to award subawards and subgrants to specific organizations directed
by the funding source as provided in Section 3-141-503(a)(1);
? this Agreement is wholly or partly funded from federal sources that
conflict with the procedures and requirements established by Chapter
103F, HRS, and its implementing regulations;
? this Agreement is wholly or partly funded from federal sources that
(1) identifies a target class of beneficiaries, (2) defines the
requiremeuts for a provider to be qualified to participate in the
federal program, and (3)-has the price of the provided health and
human services dictated by federal law;
HA-2007-KCX(A) EXEMPT TRANSACTIONS
I Form AG3-Exempt(4l94)
? this Agreement is for an affiliation agreement with hospitals and other
health care providers required for University of Hawaii clinical
programs;
? this Agreement is for the services of psychiatrist, or psychologists in
criminal or civil proceedings as required by a court order or by the
rules of the court;
? this Agreement is for a transaction covered by a written exemption
from the Chief Procurement Officer for the STATE dated
,
B. The STATE is in need of the health and human services described in this
Agreement and its exhibits (the "Required Services"). The PROVIDER is agreeable to
Providing the Required Services.
C. Money has been appropriated for the purchase of the Required Services by:
(1) (identify state sources) Part I Section 2, Act 262, 2006 HSL 1110 , or
(2) (identify federal sources) , or both,
in the following amounts:
State: $ 66,598.00
Federal: $
D. Pursuant to (legal authority for Agreement) Section 349-3, HRS ,
the STATE is authorized to enter into this Agreement.
E. The undersigned representative of the PROVIDER represents, and the
STATE relies upon such representation, that he or she has authority to sign this Agreement
By virtue of (check any of all that apply):
? corporate resolutions of the PROVIDER or other authorizing
documents such as partnership resolutions;
? corporate by-laws of the PROVIDER, or other similar operating
documents of the PROVIDER, such as a partnership agreement, or an
limited liability company operating agreement;
HA-2007-KCX(A) EXEMPT TRANSACTIONS
2 Form AG3-Exempt(4/99)
? the PROVIDER is a sole proprietor and as such does not require any
authorizing documents to sign this Agreement;
~ the PROVIDER is a government entity, and the undersigned
representative of the PROVIDER is duly-authorized to execute
contracts on behalf such government entity;
? other evidence of signing authority:
F. The PROVIDER has produced, and the STATE has inspected, a certificate
of insurance in the amount of n!a DOLLARS
( n/a for bodily injury and property damage liability arising in connection with
the PROVIDER's performance under this Agreement.
G. The PROVIDER has produced, and the STATE has inspected, a tax
clearance certificate with approval from the State of Hawaii, Department of Taxation,
dated n/a ,
NOW, THEREFORE, in consideration of the promises contained in this Agreement,
the STATE and the PROVIDER agree as follows:
I. Scone.. of Services. The PROVIDER shall, in a proper and -satisfactory
manner as determined by the STATE, provide the Required Services as set forth in Exhibit
"A" to this Agreement, which is attached, and made a part of this Agreement.
2. Term of Agreement. The PROVIDER shall provide the Required Services
from (date) Mav 1 , 2007 , to (date) Sentember 30 , 2008 , unless this
Agreement is sooner terminated.
3. Compensation. The PROVIDER shall be compensated:
~ in a total amount for all required services not to exceed SIXTY-SIX
THOUSAND FIVE HUNDRED NINETY-EIGHT AND NO/100
DOLLARS ($66,598.00), including taxes, at the time and in the
manner set forth in Exhibit "B" to this Agreement, which is attached,
and made a part of this Agreement.
? based upon referrals to the PROVIDER from the STATE, payment
HA-2007-KCX(A) EXEMPT TRANSACTIONS
3 Form AG3-Exempt(4/99)
for each such referral shall be made according to Exhibit "B" to this
Agreement, which is attached, and made a part of this Agreement.
The STATE shall provide a minimum of n/a referrals to
the PROVIDER.
4. Reporting Requirements. In addition to whatever other reports may be
required elsewhere in this Agreement, the PROVIDER shall also submit a Final Project
Report, by (date) November 14 2008. No amendment to the PROVIDER's Final
Project Report shall be considered after (date) December 15 2008 .
5. Standards of Conduct Declaration. The Standards of Conduct Declaration
of the PROVIDER is attached as Exhibit "C", and is made a part of this Agreement.
6. Other Terms and Conditions. The General Conditions for Health and
Human Services Contracts (the "General Conditions") are attached as Exhibit "D", and
are made a part of this Agreement. If applicable, any Special Conditions are attached as
Exhibit "E", and are made a part of this Agreement. In the event of a conflict between the
Genera) Conditions and the Special Conditions, the Special Conditions shall control.
7. Notices. Any notice, communication, or information required to be given by
any party to this Agreement shall be made in writing, and shall be (a) delivered personally,
or (b) sent by United States first class mail, postage prepaid. Notice required to be given to
the DIRECTOR shall be sent to the DIRECTOR'S office in Honolulu, Hawaii. Notice to
the Agency Procurement Officer shall be sent to : Executive Office on Aging, 250 South
Hotel Street, Suite 406, Honolulu, Hawaii 96813. Notice to the PROVIDER shall be sent
to the PROVIDER at the PROVIDER'S address as indicated in this Agreement. Notice to
the STATE's Chief Procurement Officer shall be sent to State Procurement Office, 1151
Punchbowl Street. Room 230A, Honolulu, Hawaii 96813. 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 PROVIDER is responsible for notifying the STATE in writing of any change
of address.
HA-2007-KCX(A) EXEMPT TRANSACTIONS
4 Form AG3-Exempt(4/99)
on the dates below, to be effective as of the date first above written.
STATE
By
Print Name
Title
Date
PRO DER
Y
Print Name
Title
Date
APPROVED AS TO F M:
Deputy Atto ey Genera!
EXEMPT TRANSACTIONS
HA-2007-KCX(A) Page 5 Form AG3-Exempt (4/99)
IN VIEW OF THE ABOVE, the parties execute this Agreement by their signatures, on
the dates below, to be effective as of the date first above written.
STATE
By .vv'°' d~
Print Name Chi ome Fukino, MD
Title Director of Health
Date fviAY 2 4 2007
PROVIDER
COLIN`I'Y~ II
By
Print Name DIXIE KAErSU
Title 1'danaging Director
Date MAY 0 9 20(11
RECOMM~EN~D APPROVAL:
ate 07
Hawaii County Office of Agin
County Executive
APPROVED AS TO FORM AND LEGALITY:
Deput orporation Counsel
County of Hawaii
APPROVED AS TO FORM:
De uty Attorney Gent 1
State of Hawaii
EXEMPT TRANSACTIONS
HA-2007-KCX(A) Page 5 Form AG3-Exempt (4/99)
shall be made quarterly based on the quarterly invoices submitted by the
PROVIDER 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 they are within the initial advance. If the invoice
exceeds the initial advance and the expenditures are allowable and within
the total contract amount, the STATE shall pay the PROVIDER the
difference between the total of the invoice for the last three (3) months of
the contract period and the initial advance.
c. After the first advance installment, invoices shall be accompanied by
expenditure reports for the period ending one month prior to the end of the'
current quarter and certified by the PROVIDER to contain expenditures
actually incurred for the services provided under this Agreement.
d. The expenditure reports 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.
e. If an amount of reported expenditures is preliminarily determined by the
STATE to be inappropriate and unallowable, the STATE may deduct an
equivalent amount from the next payable installment and may withhold
Exhibit "B"
HA-2007-KCX(A) 2
COMPENSATION AND PAYMENT SCHEDULE
In full consideration for the services performed by the PROVIDER under this
Agreement, 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 PROVIDER a total sum of money not to exceed SIXTY-SIX THOUSAND FIVE
HUNDRED NINETY-EIGHT AND NO/100 DOLLARS ($66,598. 00) of state funds,
which shall be paid in accordance with and subject to the following:
a. Payments shall be made in quarterly installments upon the quarterly
submission by the PROVIDER of invoices in triplicate for the services to
be provided in accordance with Exhibit "A," "Scope of Services," and in
accordance with the costs identified in the Budget, attached hereto as
Exhibit "B-1"and made a part of this Agreement. The first payment shall
be an advance installment of SIXTEEN THOUSAND SIX HUNDRED
FIFTY AND NO/100 DOLLARS ($16,650.00) and shall be made within
approximately thirty (30) calendar days after execution of this Agreement
and submission of an invoice. The STATE shall withhold SIXTEEN
THOUSAND SIX HUNDRED FORTY-NINE AND NO/100 DOLLARS
($16,649.00) until final settlement of this Agreement.
b. There shall be only one (1) advance installment payment during the time
of performance of this Agreement. After the initial advance, payments
Exhibit "B"
HA-2007-KCX(A) 1
"A", are applicable to, and are satisfied by, the PROVIDER's subcontractors so as to
facilitate PROVIDER compliance with these requirements.
EXHIBIT "A"
Page 8
HA-2007-KCX(A)
g. The subcontractor may terminate services according to the specifications in the individual
care or service plan, or by the wishes of the older adult and/or the caregiver, or by
agreement between older adult and the subcontractor.
h. The subcontractor shall have written policies and procedures to obtain the older adult's
written consent to transmit older adult information and service utilization data from the
selected subcontractor to the PROVIDER and the STATE.
i. The subcontractor shall have written policies and procedures to inform. older adults that
they may be asked to participate in research studies to measure the effectiveness and
quality of the service they have received and to explore possible services the STATE and
PROVIDER may offer.
j. The subcontractor shall advertise its service as part of the KUPUNA CARE program.
k. The subcontractor shall acknowledge that the service is a KUPUNA CARE service that is
funded partially/fully with state funds in its publications of brochures, pamphlets, flyers,
and otheYcommunity correspondences related to the services.
1. The subcontractor shall have a mechanism to promote service quality. The sub-
contractor shall conduct an evaluation of efficiency, effectiveness, and quality of service,
including evaluation by the older adult.
m. The subcontractor shall keep financial and program records for its contract with
PROVIDER separate from other funds and contracts it administers.
n. The subcontractor shall collect voluntary contributions as identified by the STATE and
provide additional units of service with voluntary contributions.
7. PROVIDER shall ensure that any subcontract PROVIDER enters into, specifically
incorporates or otherwise ensures that the requirements of this Scope of Services, Exhibit
EXHIBIT "A"
Page 7
HA-2007-KCX(A)
c. Copies of the annual onsite visit report for each subcontractor shall be transmitted to the
STATE with the other annual reports due sixty (60) days after the close of the fiscal
period.
6. The PROVIDER shall ensure that its subcontractors comply with the following
Administrative Standards:
a. The subcontractor shall have procedures to receive and accept older adults into its
program.
b. The subcontractor shall have a procedure to receive authorization from the PROVIDER
or designee to provide service.
c. The subcontractor shall maintain a record of the number of service hours provided, name,
birth date, and social security number (or unique identifier number) for each older adult
served and authorized by the PROVIDER.
d. The subcontractor shall have written policies and procedures to keep older adult
information confidential.
e. The subcontractor shall deliver the service in a timely fashion (i.e. number of days it
normally takes from the request to the delivery of service), and what measures the
subcontractor will take if the service cannot be delivered within a specified number of
days.
£ The subcontractor shall have written termination and grievance policies and procedures.
All older adults shall receive copies of the termination and grievance policies during the
initial assessment.
EXHIBIT °°A"
Page 6
HA-2007-KCX(A)
c. PROVIDER shall include provisions in its contracts with PROVIDER's subcontractors
that facilitate these reporting requirements.
d. PROVIDER shall, at the completion of each fiscal year, submit to the STATE a written
annual report, an annual financial report, an inventory of all facilities that received
STATE funds for construction, acquisition, renovation or alteration, and an inventory of
all equipment costing ONE THOUSAND AND NO/100 DOLLARS ($1000.00) or more
purchased with funds furnished under this Agreement. The written annual report shall
include PROVIDER's documentation of its overall efforts towards meeting the
requirements of this Agreement.
e. All annual reports are due within sixty (60) days of the last day of each fiscal year of this
Agreement.
5. Monitoring.
a. PROVIDER shall monitor and evaluate each state funded subcontract with the
PROVIDER's subcontractors at least annually to ensure compliance wi+h the KTJPUNA
CARE Guidelines dated April 1999, and the KUPUNA CARE Service Specifications
dated October 2004, the public purpose, legislative intent of providing funds for services,
and to determine whether the PROVIDER'S subcontractor(s) attained the intended results
in the manner contemplated.
b. PROVIDER shall conduct at least one (1) annual onsite visit and maintain an annual
written report including findings, recommendations, and a corrective action plan by
PROVIDER'S subcontractors.
EXHIBIT "A"
Page 5
HA-2007-KCX(A)
Older Americans Act dated May 2000, which is incorporated herein by reference and
made a part of this Agreement.
3. The PROVIDER and PROVIDER'S subcontractors shall comply with the KUPUNA CARE
Guidelines, Caring for Hawaii's Elderly, dated Apri129, 1999, and the KUPUNA CARE
Service Specifications dated October 18, 2004, which are incorporated herein by reference
and made a part of this Agreement.
4. Reporting Requirements.
a. In order for the STATE to monitor PROVIDER'S compliance with this Agreement,
PROVIDER shall submit to the STATE the following reports (See Exhibit "F"):
i. Financial reports using the instructions and forms contained in the Area Agency on
Aging Reporting Handbook, which is incorporated herein by reference and made part
of this Agreement.
ii. Written quarterly progress reports.
iii. Data reports, including the State Program Report ("SPR") dated November 2004, the
Nutrition Service Utilization Profile, the KUPUNA CARE Service Needs Tracking
Report, the Staff I & A Outreach and Public Education Activities Report, and the
State Variance Report.
iv. The Service Utilization and Expenditures Profile for all services. The data including
expenditures for this Agreement shall be recorded separately from the original State -
KUPUNA CARE funds.
v. Other reports that may be requested by the STATE.
b. All quarterly reports are due within twenty (20) days after the last day of each calendar
quarter during the period of this Agreement.
EXHIBIT °/A"
Page 4
HA-2007-KCX(A)
d. Personal Care. Provide personal assistance, stand-by assistance, supervision or cues.
Cues are prompts such as, "let's eat now" or "use your spoon." Unit of Measure: One (1)
hour.
e. Chore. Provide assistance such as heavy housework, yard work, or sidewalk
maintenance for an older adult. Unit of Measure: One (1) hour.
£ Adult Day Care. Provide personal care for dependent elders in a supervised, protective,
and congregate setting during some portion of a day. Dependent elders are individuals
sixty (60) years or older with two (2) or more functional impairments (ADCs/IADLs).
Unit of Measure: One (1) hour.
g. KUPUNA CARE Transportation. Offer transportation from one location to another; and
may involve a helpful driver. Transportation does not include any other activity. Unit of
Measure: One (1) one-way trip.
h. Assisted Transportation. Provide assistance and transportation, including an escort, to an
older adult who has difficulties (physical or cognitive) using regular vehicular
transportation. Assisted Transportation must involve a personal escort for the older adult,
not just a helpful driver. Unit of Measure: One (1) one-way trip.
i. Nutrition/Home Delivered Meals. Provide Home Delivered Meals to qualified older
adults in their places of residence. Unit of Measure: One (1) meal.
i. A qualified older adult is an individual sixty (60) years old or older who is frail,
homebound by reason of illness or incapacitating disability or otherwise isolated, and
the spouse of such a person even if younger.
ii. Home Delivered Meals shall meet the requirements of the Nutrition Service
Standards for the Congregate and Home-Delivered Meals Program, Title III-C of the
EXHIBIT "A"
Page 3
HA-2007-KCX(A)
ii. IADLs include preparing meals, shopping, medication management, managing
money, using the telephone, doing housework, and the ability to utilize available
transportation.
2. The PROVIDER shall implement and execute the coordination of the following core services
of KUPUNA CARE with the PROVIDER'S subcontractors:
a. Case Mana ement.
i. Provide one thousand forty-six (1,046) hours of case management to thirty-four (34)
unduplicated persons.
ii. Offer assistance either in the form of access or care coordination in circumstances
where the older adult is experiencing diminished functioning capacities, personal
conditions, or other characteristics which require the provision of services by formal
service providers or family caregivers. Activities of case management include
assessing needs, developing care plans, authorizing and coordinating services among
providers, and providing follow-up and reassessment, as required.
b. Other KUPUNA CARE services. Provide an individualized, pre-determined set of other
KUPUNA CARE services to forty-three (43) unduplicated persons, sufficient to meet the
level of service need prescribed in the case management care plan or service plan
developed for each older adult. These other KUPUNA CARE services shall include one
(1) or more of the services indicated below in sections "c" through "i".
c. Homemaker. Provide assistance such as preparing meals, shopping for personal items,
managing money, using the telephone, and/or doing light housework. Unit of Measure:
One (1) hour.
EXHIBIT "A"
Page 2
HA-2007-KCX(A)
SCOPE OF SERVICES
The County of Hawaii, Hawaii County Office of Aging ("PROVIDER") shall, in a satisfactory
and proper manner as determined by the State of Hawaii ("STATE"), and in accordance with the
terms and conditions of this Agreement, use the funds received under this Agreement to expand
the existing KUPUNA CARE program. KUPUNA CARE is astate-sponsored in-home and
community-based Long Term Care Program to meet the needs of older adults who cannot live at
home without formal services.
1. The PROVIDER shall ensure that PROVIDER'S subcontractors serve older adults who meet
the following requirements:
a. United States citizen or qualified alien,
b. Sixty (60) years of age or older,
c. Not covered by any comparable government or private home and community-based care
services,
d. Not residing iri ari institution, such as an Intermediate Care Facility ("ICF'~, Skilled
Nursing Facility ("SNF"), Adult Residential Care Home ("ARCH"), hospital, and/or
foster family, and
e. Having a substantive cognitive impairment or other disability which causes them to be
unable to perform two (2) or more Activities of Daily Living ("ADL") or Instrumental
Activities of Daily Living ("IADL"); and having an unmet need for assistance to
complete one (1) or more ADLS, or one (1) or more IADLs.
i. ADLs include eating, dressing, bathing, toileting, transferring in and out of bed or
chair, and walking.
EXHIBIT "A"
Page 1
HA-2007-KCX(A)
STATE OF HAWAII )
SS.
COUNTY OF HAWAII )
On May 9, 2007, before me personally appeared DIXIE KAETSU, to me
personally known, who, being by me duly sworn, did say that DIXIE KAETSU 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 Hawaii; that the foregoing instrument was signed and sealed in behalf of
the County of Hawaii by authority given to said Mayor of the County of Hawaii by
Section 5-1.3(g) of the County Charter, County of Hawaii (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.
J-~VIERNES
Notary Public, State of Hawaii
My commission expires: 11/1/2009
PN V I C ~n?
~ ~oTRRf ~
~ AU6L~G
9~, ~P
F OF HP
PRO DER'S ACKNOWLEDGMENT
State of
SS.
County of
On this day of ,before me personally
appeared , to me personally known, who being by me
duly sworn, did say that he/she is the of
,the PROVIDER named in the foregoing instrument, and that
he/she is authorized to sign said instrument on ehalf of the PROVIDER, as provided in
Recital E of the foregoing AGREEMENT, and cknowledges that he/she executed said
instrument as the free act and deed of the PROVIDER.
Notary blic
My com 'ssion expires:
T
EXEMPT TRANSACTIONS
Page 6
HA-2007-KCX(A) Form AG3-Exempt(4/99)
specifically authorized in writing by the DIRECTOR, the PROVIDER
and the PROVIDER's employees and agents are not authorized to
speak on behalf and no statement or admission made by the.
PROVIDER or the PROVIDER'S employees or agents shall be
attributed to the STATE, unless specifically adopted by the
DIRECTOR in writing.
3.4.4 The PROVIDER shall be responsible for the accuracy, completeness,
and adequacy of the PROVIDER'S performance under this
Agreement. Furthet~ore, the PROVIDER intentionally, voluntarily, ,
and knowingly assumes the sole and entire liability to the
PROVIDER'S employees and agents, and to any individual not a party
to this Agreement, for all loss, damage, or injury caused by the
PROVIDER, or the PROVIDER'S employees or agents in the course
of their employment.
3.4.5 The PROVIDER shall be responsible for payment of all applicable
federal, state, and county taxes and fees which may become due and
owing by the PROVIDER by reason of this Agreement, including but
not limited to (i) income taxes, (ii) employment related fees,
assessments, and taxes, and (iii) general excise taxes. The PROVIDER
also is responsible for obtaining all licenses, permits, and certiScates
that may be required in order to perform this Agreement.
3.4.6 The PROVIDER shall obtain a general excise tax license from the
Department of Taxation, State of Hawaii, in accordance with section
237-9, HRS, or its successor provision, and shall comply with all
requirements thereof. The PROVIDER shall obtain a tax clearance
certificate from the Director of Taxation, State of Hawaii, showing
that all delinquent taxes, if any, levied or accrued under state law
against the PROVIDER have been paid and submit the same to the
STATE prior to commencing any performance under this Agreement.
The PROVIDER shall also be solely responsible for meeting all
requirements necessary to obtain the tax clearance certificate required
for 5na1 payment under sections 103-53 and 237-45, HRS, or their
successor provisions, and these General Conditions.
3.4.7 The PROVIDER is responsible for securing all employee-related
insurance coverage for the PROVIDER and the PROVIDER'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.
EXHEBET Q
GENERAL CONDITIONS
Page 6 Form AG3-HHSGC(a/99)
i
state law against the PROVIDER'S assignee or subcontractor have been paid.
Additionally, ?o assignment by the PROVIDER of the PROVIDER'S right
to compensation under this Agreement shall be effective unless and until the
assignment is approved by the Comptroller of the State of Hawaii, as
provided in section 40-58, HRS, or its successor provision.
3.3 Chance of name. When the PROVIDER asks to change the name in which
it holds this Agreement with the STATE, the procurement officer of the
purchasing. agency (hereinafter referred to as the "Agency Procurement
Officer'") shall, upon receipt of a document acceptable or satisfactory to the
Agency Procurement Officer indicating such change of name such as an
amendment to the PROVIDER'S articles of incorporation, enter into an
amendment to this Agreement with the PROVIDER to effect the change of
name. Such amendment to this Agreement changing the PROVIDER'S name
shall specifically indicate that no other terms and conditions of this
Agreement are thereby changed, unless the change of name amendment is
incorporated with a modification or amendment to the Agreement under
Section 4.1 of these general conditions.
3.4 Independent Contractor Status and Responsibilities. Includine Tam
Responsibilities.
3.4.1 In the performance of services required under this Agreement, the
PROVIDER is an "independent contractor," with the authority and
responsibility to control and direct the performance and details of the
work and services required under this Agreement; however, the
STATE shall have a general right to inspect work in progress to
determine whether, in the STATE'S opinion, the services are being
performed by the PROVIDER in compliance with this Agreement. j
3.4.2 Unless otherwise provided by special condition, the STATE shall be _
free to contract with other individuals and entities to provide services
similar to those performed by the Provider under this Agreement, and
the PROVIDER shall be free to contract to provide services to other
individuals or entities while under contract with the STATE.
3.4.3 The PROVIDER and the PROVIDER's employees and agents are not
by reason of this Agreement, agents or employees of the State for any
purpose. The PROVIDER and the PROVIDER'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. Unless
EXHI~ET D
GENERAL CONDITIONS
Page 5 Form AG3-HHSGC(4/99)
_
2.1.2 All information, data, or other material provided by the PROVIDER
to the STATE shall be subject to the Uniform Information Practices
Act, chapter 92F, HRS, or its successor, and any other applicable body
of law concerning information practices or confidentiality.
2.2 C+vmership Rights and Copyright. The STATE shall have complete ownership
of all material, both finished and unfinished that is developed, prepared,
assembled, or conceived by the PROVIDER pursuant to this Agreement, and
all such material shall be considered "works made for hire." All such material
shall be delivered to the STATE upon expiration or termination of this
Agreement. The STATE, in its sole discretion, shall have the exclusive right
to copyright any product, concept, or material developed, prepared,
assembled, or conceived by the PROVIDER pursuant to this Agreement.
2.3 Records Retention. The PROVIDER and any subcontractors shall maintain ~
the books and records that relate to the Agreement, and any cost or pricing
data for three (3) years from the date of 5nal payment under the Agreement.
In the event that any litigation, claim, investigation, audit, or other action
involving the records retained under this provision arises, then such records
shall be retained for three (3) years from the date of final payment, or the.
date of the resolution of the action, which ever occurs later. During the
period that records are retained under this section, the PROVIDER and any
.subcontractors shall allow the STATE free and unrestricted access to such
records.
3. Relationship between Parties
3.1 Coordination of Services by the STATE. The head of the purchasing agency,
(which term includes the designee of the head of the purchasing agency), shall i
coordinate the services to be provided by the PROVIDER in order to
complete the performance required in the Agreement. The PROVIDER shall
maintain communications with the head of the purchasing agency at all stages
of the PROVIDER'S work, and submit to the head of the purchasing agency
for resolution any questions which may arise as to the performance of this
Agreement.
3.2 Subcontracts and Assignments. The PROVIDER may assign or subcontract
any of the PROVIDER'S duties, obligations, or interests under this
Agreement, but only if (i) the PROVIDER obtains the prior written consent
of the STATE and (ii) the PROVIDER'S assignee or subcontractor submits
to the STATE a tax clearance certificate from the Director of Taxation, State
of Hawaii, showing that all delinquent taxes, if any, levied or accrued under
GENERAL CONDITIONS
Page 4 Form AG3-HHSGC(a/99)
1.5 Notice to Clients. Provided that the term of this Agreement is at ]east one
year in duration, within ONE HUNDRED AND EIGHTY (180) days after
the effective date of this Agreement, the PROVIDER shall create written
procedures for the orderly termination of services to any clients receiving the
Required Services under this Agreement, and for the transition to services
supplied by another provider upon termination of this Agreement, regardless
of the circumstances of such termination. These procedures shall include, at
the minimum, timely notice to such clients of the termination of this
Agreement, and appropriate counseling.
1.6 Reporting Requirements. The PROVIDER shall submit a Final Project
Report to the STATE containing the information specified in Exhibit "B" to
this Agreement if applicable, or otherwise satisfactory to the STATE,
documenting the PROVIDER'S overall efforts toward meeting the
requirements of this Agreement, and listing expenditures actually incurred in .
the performance of this Agreement. The PROVIDER shall return any
unexpended funds to the STATE.
1.7 Conflicts of Interest. In addition.to the Certification provided in Exhibit "C"
to this Agreement, the PROVIDER represents that neither the PROVIDER,
nor any employee or agent of the PROVIDER, 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 PROVIDER'S
performance under this Agreement.
1.8 Compliance with Mana¢ed Process. If this Agreement was entered into
between July 20, 1998, nand July 1, 2001, and extends beyond June 30, 2001,
it is subject to a single review pursuant to the managed process developed
pursuant to part III, section 6 of Act 230, 1998 Haw. Sess. Laws 785, 787.
Pursuant to the managed process review, this Agreement may be cancelled,
renegotiated, continued, or extended by the State.
2. Documents and Files
2.1 Confidentiality of Material.
2.1.1 All material given to or made available to the PROVIDER by virtue
of this Agreement that is identified as proprietary or confidential
information shall be safeguarded by the PROVIDER and shall not be
~ disclosed to any individual or organization without the prior written
approval of the STATE.
EXHIBIT D
GENERAL CONDITIONS
Page 3 Form AG3-HHSGC(a/99)
1.3.1 Smoking Policy. The PROVIDER shall implement and maintain a
written smoking policy as required by Chapter 328K, Hawaii Revised
Statutes, or its successor provision.
1.3.2 Drug_Free Work Place. The PROVIDER shall implement and
maintain a drug free work place as required by the Drug Free
Workplace Act of 1988, or its successor.
1.3.3 Persons with Disabilities. The PROVIDER shall implement and
maintain all practices, policies, and procedures required by federal,
state, or county law, including but not limited to the Americans with
Disabilities Act (42 U.S.C. §12101, et seg.), and the Rehabilitation Act
(20 U.S.C. §701, et seg.).
i
1.3.4 Nondiscrimination. No person performing work under this Agreement,
including any subcontractor, employee, or agent of the PROVIDER,
shall engage in any discrimination that is prohibited by any applicable
federal, state, or county law.
throughout the period of this Agreement liability insurance (the "Liabi '
Insurance") issued by an insurance company in a combined amount of east
ONE MILLION AND NOJ100 DOLLARS ($1,000,000.00), or ch lesser
amount requested in writing by the PROVIDER and, for goo ause shown,
approved- by the head of the purchasing agency, which a royal, if any, is
incorporated herein by reference, for bodily injury property damage
liability arising out of each occurrence. The Liabil' nsurance shall provide
that it is the primary insurance for the Stat f Hawaii, the purchasing
agency, and their officers, employees, and nts for any liabiliTy arising out
of or resulting from occurrences nected with the PROVIDER's
performance under this Agreeme Prior to or upon execution of this
Agreement, the PROVIDER s obtain a certificate of insurance verifying
the existence of the neces liability insurance coverage, including the
coverage of the State o awai'i, and its officers, employees, and agents. If
the scheduled expir 'on date of the liability insurance policy is earlier than
the expiration d of the time for performance under this Agreement, the
PROVIDE pon renewal of the policy, shall promptly cause to be provided
to the S TE an updated certificate of insurance. The certificates of
insur ce shall expressly provide that the insurance policy shall not be
c celled unless the insurance company has Srst given to the STATE thirty
~ ,
GENERAL CONDITIONS
Page 2 Form AG3-HHSGC(4/99)
GENERAL CONDITIONS
1. Representations and Conditions Precedent
1.1 Afreement Subject to the Availability of State and Federal Funds.
1.1.1 State Funds. This Agreement is, at all times, subject to the
appropriation of state funds, and may be terminated without liability
to either the PROVIDER or the STATE in the event that state funds
are not appropriated or available.
1.1.2 Federal Funds. To the extent that this Agreement is funded partly or
wholly by federal funds, this Agreement is subject to the availability of
such federal funds. The portion of this Agreement that is to be funded
federally shall be deemed severable, and such federally funded portion
may be terminated without liability to either the PROVIDER or the
STATE in the event that federal funds are not available. In any case,
this Agreement shall not be construed to obligate the STATE to
expend state funds to cover any shortfall created by the unavailability
of anticipated federal funds.
1.2 Representations of the PROVIDER. As a necessary condition to the
formation of this Agreement, the PROVIDER makes the representations
contained in this paragraph, and the STATE relies upon such representations
as a material inducement to entering into this Agreement.
1.2.1 Compliance with Laws. As of the date of this Agreement, the
PROVIDER complies 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 PROVIDER'S
performance of this Agreement.
1.2.2 Licensine and Accreditation. As of the date of this Agreement, the
PROVIDER holds all licenses and accreditations required under
applicable federal, state, and county laws, ordinances, codes and rules
to provide the Required Services under this Agreement.
1.3 Compliance with Laws. The PROVIDER 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 PROVIDER'S
performance of this Agreement, including but not limited to the laws
specifically enumerated in this paragraph:
GENERAL CONDITIONS
Page 1 Form AG3•HHSGC(a(99)
HA-2007-KCX(A) EXHIBIT D
. ~ .
behalf of the STATE if this Contract was entered into in violation of any provision of chapter
84, Hawaii Revised Statutes, commonly referred to as the Code of Ethics, including the
provisions which are the source of the declarations above. Additionally, any fee, comperes on,
gift, or profit received by any person as a result of a violation of the Code of Ethics ma e
recovered by the STATE.
DATED: Honolulu, Hawaii,
PROVIDER
By
csg„a~.
Print N e
nt Title
Name of Provider
Date
HA-2007-KCX(A) EXHIBIT "C"
81175_12 Revised 1/04page 2
PROVIDER`S
STANDARDS OF CONDUCT DECLARATION
"Agency" means and includes the State, the legislature and its committees, all
executive departments, boards, commissions, committees, bureaus, offices; and
all independent commissions and other establishments of the state govemmentb
excluding the courts.
"Controlling interest means an interest in a business or other undertakin hich
is sufficient in fact to control, whether the interest is greater or less th ftY per
cent (50%).
"Employee" means any nominated, .appointed, or elected officer employee of
the State, including members of boazds, commissions, and co 'ttees; and
employees under contract to the State or of the constitution convention, but
excluding legislators, delegates to the constitutional cony lion, justices, and
judges. (Section 84-3, HRS).
On behalf of , P VIDER, the undersigned does
declaze as follows:
1. PROVIDER ? is ? is not a legislator or employee or a business in which a
legislator or an employee has a controllin terest. (Section 84-15(a), HRS):
2. PROVIDER has not been represent r assisted personally in the matter by an
individual who has been an employ a of the agency awarding this Contract within the
preceding two years and whop cipated while so employed in the matter with which the
Contract is directly concerned. ection 84-15(b), HRS).
3. PROVIDER has not been sisted or represented by a legislator or employee for a fee or
other compensation too ain this Contract and will not be assisted or represented by a
legislator or employe or a fee or other compensation in the performance of this
Contract, if the legi ator or employee had been involved in the development or award of
the Contract. (Se 'on 84-14 (d), HRS).
4. PROVIDER as 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 an
emplo ee or legislator on matters related to this Contract. (Sections 84-18(b) and (c),
Re der to a enc : If the "is" block is checked and if the Contract involves goods or services of a value in
~e ess of $10,000, the Contract may not be awarded unless the agency posts a notice of its intent to award it and
HA-2007-KCX(A) EXHIBIT "C"
snu_i Page 1 Revised 2/04
a
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payment of the amount of moneys equivalent to the questioned
expenditures until later resolution of the discrepancy by audit or other
means. If, after payment of the last installment prior to the final payment,
investigation and examination reveal additional expenditures that are
determined by the STATE to be inappropriate and unallowable, the
STATE may require that an equivalent amount of moneys be refunded by
the PROVIDER, notwithstanding the STATE's preliminary determination
of appropriateness and allowability. An amount of moneys to be refunded
by the PROVIDER may be offset against the amount of moneys withheld
by the STATE in determining the amount of the final payment to be made
to the PROVIDER in final settlement of this Agreement. Final settlement
of this Agreement shall include submission and acceptance of all reports
and other materials to be submitted by the PROVIDER to the STATE,
resolution of al] discrepancies in expenditures or performance of services, ,
and completion of all other outstanding matters under this Agreement.
£ Allowable expenses for necessary travel authorized in advance by the
STATE shall be determined in accordance with Chapter 10, titled, "Travel
Rules," of Title 3 of the Hawaii Administrative Rules, as administered and
interpreted by the Department of Accounting and General Services, State
of Hawaii.
Exhibit "B"
HA-2007-KCX(A) 3
i
i
3.~ Personnel Requirements.
3.5.1 The PROVIDER shall secure, at the PRO'VIDER'S own expense, all
personnel required to perform this Agreement, unless otherwise
provided in this Agreement.
3.5.2 The PROVIDER shall ensure that the PROVIDER'S employees or
agents are experienced and fully qualified to engage in the activities
and perform the services required under this Agreement, and that all
applicable licensing and operating requirements imposed or required
under federal, state, or county law, and all applicable accreditation and
other standards of quality generally accepted in the field of the
activities of such employees and agents are complied with and satisfied.
4. Modification and Termination of Agreement
4.1 Modifications of A,g_reement.
4.1.1 _ In writing. Any modification, alteration, amendment, change,, or
extension of any term, provision, or condition of this Agreement
permitted by this Agreement shall be made by written amendment to
this Agreement, signed by the PROVIDER and the STATE.
4.1.2 No oral modification. No oral modification, alteration, amendment,
change, or extension of any term, provision or condition of this
Agreement shall be permitted.
,
PROVIDER to submit to the STATE, prior to the S s approval
of any modifcation, alteration, amend ange, or extension of
any term, provision, or ca " ' o this Agreement, a tax clearance
from the Dire axation, State of Hawaii, showing that all
d nt taxes, if any, levied or accrued under state law against the
4.2 Termination in General. This Agreement may be terminated in whole or in
part for a reduction in funds available to pay the PROVIDER, or when, in its
sole discretion, the STATE determines (i) that there has been a change in the
conditions upon which the need for the Required Services was based, (ii) that
the PROVIDER has failed to provide the Required Services adequately or
satisfactorily, or (iii) that other good cause for the whole or partial
termination of this Agreement exists. Termination under this section shall be
~i~1~{~
GENERAL CONDITIONS
Page 7 Form AG3-HHSGC(4/99)
made by a written notice sent to the PROVIDER ten (10) working days prior
to the termination date that includes a brief statement of the reason for the
termination.
4.3 Termination for Necessity or Convenience. If the STATE determines, in its ,
sole discretion, that it is necessary or convenient, this Agreement may. be
terminated in whole or in part at the option of the STATE upon ten (10)
working days' written notice to the PROVIDER. If the STATE elects to ~
terminate under this section, the PROVIDER shall be entitled to reasonable ,
payment as determined by the STATE for satisfactory services rendered under
this Agreement up to the time of termination. If the STATE elects to'
terminate under this section, the PROVIDER shall cooperate with the
STATE to effect an orderly transition of services to clienu.
4.4 Termination b~Contractor. The PRCVIDER may withdraw from this
Agreement after obtaining the written consent of the STATE. The STATE,
upon the PROVIDER'S withdrawal, shall determine whether payment is due
to the PROVIDER, and the amount that is due. If the STATE elects to
terminate under this section, the PROVIDER shall cooperate with the
STATE to effect an orderly transition of services to clients.
obligations the STATE owes to the PROVIDER under this Agreement y 'I
amounts owed to the State of Hawaii by' the PROVIDER er this
Agreement, or any other agreement, or pursuant to an w or other ~
obligation owed to the State of Hawaii by the PROVID ,including but not
limited to the payment of any taxes or levies of - ~ l.:ind or nature. The
STATE shall notify the PROVIDER in writi of any exercise of its right of
offset and the nature and amount of ch offset. For purposes of this
paragraph, amounts owed to the a of Hawaii shall not include debts or
obligations which have been ' - idated by agreement with the PROVIDER,
and that are covered an installment payment or other settlement plan
approved by the S e of Hawaii, provided,. however, that the PROVIDER
shall be enti to such exclusion only to the extent that the PROVIDER is
current nd in compliance with, and not delinquent on, any payments, j
o ations, or duties owed to the State of Hawaii under such payment or
i
5. Indemnification
5.1 Indemnification and Defense. The PROVIDER shall defend, indemnify, and
hold harmless the State of Hawaii, the contracting agency, and their officers,
~~~~ET ~
GENERAL CONDITIONS
Page 8 Forth AG3-HHSGC(4/99)
- i
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 acu or omissions of the
PROVIDER or the PROVIDER's employees, officers, agents, or ,
subcontractors under this Agreement. The provisions of this paragraph shall
remain in full force and effect notwithstanding the expiration or early
termination of this Agreement. ~I
5.2 Cost of Liti ation. In case the STATE shall, without any fault on its part, be
made a party to any litigation commenced by or against the PROVIDER in
connection with this Agreement, the PROVIDER shall pay all costs and
expenses incurred by or imposed on the STATE, including attorneys' fees.
6. Miscellaneous Provisions
6.1 Nondiscrimination. No person performing work under this Agreement,
including any subcontractor, employee, or agent of the PROVIDER, shall
engage in any discrimination that is prohibited by any applicable federal, state,
or county law.
6.2 Publici Any and all publicity that the PROVIDER may undertake in
connection with the Required Services, shall be subject to the limitations of
Section 3.4.3 of these General Conditions, and the requirements of this
section:
6.2.1 Acknowledement of State Support. Subject to the limitations of
Section 3.4.E of these General Conditions, the PROVIDER shall, in
all news releases, public statements, announcements, broadcasts,
posters, programs, computer postings, and other printed, published, or
electronically disseminated materials relating to the PROVIDER'S
performance under this Agreement, acknowledge the support by the
State of Hawaii and the purchasing agency through appropriations
made by the Legislature of the State of Hawaii.
6.2.2 The PROVIDER 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 chief procurement officer, the DIRECTOR, the
Agency procurement officer, or to the services or goods, or both,
provided under this Agreement, in any of the PROVIDER'S publicity
not related to the PROVIDER'S performance under this Agreement,
including but not limited to commercial advertisements, recruiting
materials, and solicitations for charitable donations.
~~~~P~ ~
GENERAL CONDITIONS
Page 9 Form AG3-HHSGC(4~99)
6.3 Section Headin¢s. The section headings appearing in this Agreement have
been inserted for the purpose of convenience and ready reference. 'They shall
not be to define, limit or extend the scope or intent of the sections to which
they pertain.
6.4 Antitrust Claims. The STATE and the PROVIDER recognize that in actual
economic practice, overcharges resulting from antitrust violations are in fact
usually borne by the purchaser. Therefore, the PROVIDER hereby assigns
to STATE any and all claims for overcharges as to goods and materials
purchased in connection with this Agreement, except as to overcharges which
result from violations commencing after the' price is established under this
Agreement and which are not passed on to the STATE under an escalation
clause.
' 6.5 Governing Law. The validity of this Agreement and any of its terms or
provisions, as well as the rights and duties of the parties to this Agreement,
shall be governed by the laws of the State of Hawaii. Any action at law or
in equity to enforce or interpret the provisions of this Agreement shall be
brought in a state court of competent jurisdiction in Honolulu, Hawaii.
6.6 Conflict between General Conditions and Procurement Rules. In the event
of a conflict between the General Conditions and the Procurement Rules or
a Procurement Directive, the Procurement Rules or any Procurement
Directive in effect on the date this Agreement became effective shall control
and'are hereby incorporated by reference.
6.7 Entire Agreement. This Agreement sets forth all of the agreements, ;
conditions, understandings, promises, warranties, and representations between
the STATE and the PROVIDER relative to this Agreement. This Agreement
supersedes all prior agreements, conditions, understandings, promises,
warranties, and representations, which shall have no furtr.~r force or effect.
There are no agreements, conditions, understandings, promises, warranties,
or representations, oral or written, express or implied, between the STATE
and the PROVIDER other than as set forth or as referred to herein.
6.8 Severabilitv. In the event that any provision of this Agreement is declared
invalid or unenforceable by a court, such invalidity or unenforcea6ility shall
not affect the validity or enforceability of the remaining terms of this ,
Agreement.
6.9 Waiver. T1te failure of the STATE to insist upon the strict compliance with
any term, provision, or condition of this Agreement shall not constitute or be
GENERAL CONDITIONS
Page 10 Form AG3-HHSGC(4/99)
deemed to constitute a waiver or relinquishment of the STATE's right to
enforce the same in accordance with this Agreement. The fact that the
STATE specifically refers to one provision of the Procurement Rules or one
section of the Hawaii Revised Statutes, and does not include other provisions
or statutory sections in this Agreement shall not constitute a waiver or
relinquishment of the STATE'S rights or the PROVIDER'S obligations under
the Procurement Rules or statutes.
6.10 Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which
shall constitute one instrument.
I
GENERAL CONDITIONS
Page 11 Form AG3-HHSGC{4199)
SPECIAL CONDITIONS
1. Deletion of Portions of Agreement. For purposes of this Agreement,
paragraph 5 on page 4 of the Agreement, "Standards of Conduct
Declaration," together with the attached Standards of Conduct Declaration
form, Exhibit "C," are hereby deleted and the parties agree that paragraph
5 of the Agreement and Exhibit "C" are not operative.
2. Deletion of Generai Conditions. For purposes of this Agreement, the
following General Conditions are hereby deleted from the General
Conditions and have no operative effect between the parties:
a. Subparagraph 1.4
b. Subparagraph 4.1.3 and 4.5
All other conditions of Exhibit "D", General Conditions shall remain unchanged.
HA-2007-KCX(A)
EXHIBIT "E"
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Harry Kim 'i_~'~~ Alan R. Parker
Mayor ,
. ~ Execu(ive on Aging
"O~'N~~
County o~ Hawaii
OFFICE OF AGING
Hilo Lagoon Centre. 101 Aupuni Street, Suite 342, Hilo. Hawaii 96720-4262
Phone (808)961-8600 • Fax (808)961-8603
Hanama Place, 75-5706 Kual:ini Highway, Suite 106, Kailua-Kona, Hawaii 96740-1751
Phone (808) 327-3597 • Fax (808) 327-3599
DATE: July 12, 2007
TO: Pete Hoffmann, Council Chair and Council Members
VIA: Deanna Sa , Co oiler ~LC~-.-~~.
FROM: Alan Parker, Ex cutive on Aging
RE: NOTIFICATION OF GRANT AWARD
Compliance with Ordinance No. 07-82, Section 7(1)
Name of Grant Program: Kupuna Care Services
Grantor: Department of Health, Executive Office on Aging
County Grantee Department or Agency: Hawaii County Office of Aging
Grant No. (IF KNOWN): HA-KC-2008-09(A)
Amount of Grant: $1,293,156.00= $648,578 for FY 2008 + $646,578 for FY 2009
Amount of County Match: $101,000.00
County Rev. & Exp. Account Numbers: #3304.06 & #010-411-5411.09 to 10 - $584,419 (HCOA)
(For 7/1/06-6/30/07) #3304.04 & #010-481-5483.01 to 03 - $62,159(HCNP)County
Grant Period (Commence. & Completion): July 1, 2007 to June 30, 2008
Purpose of Grant: To enable Hawaii's "Na Kupuna" to have access to affordable and
quality home-and -community based services that are client-centered
and family-supportive, allowing them to live with independence and
dignity. Services are Adult Day Care, Attendant Care, Case
Management, Chore, Homemaker/Housekeeper, Personal Care,
Assisted Transportation, and Home Delivered Meals.
Is final report required by grantor? ®Yes ? No
Notification attached: ®Yes ~ No
bji
cc: Parks & Recreation
Hmvai'i County is an equal apporlunity provider and employer. An Area Agency on Aging
LINDA LINGLE
GOVERNOR OF HAWAII 1~'.-~-=~ ~a PAT $A$AKI
4~" roea,% EXECUTIVE DIRECTOR
m ~
CHIYOME L. FUKINO, M. D. y g Telephone
DIRECTOfl OF HEALTH f
pq (BOB) Safi-0100
Fax
STATE OF HAWAII (eoe) sefi oles
EXECUTIVE OFFICE ON AGING
NO. 1 CAPITOL DISTRICT
250 SOUTH HOTEL STREET, SUITE 406
HONOLULU, HAWAII 96813-2831
June 20, 2007
TO: Alan Parker
County Executive
Haw 'i County fice Aging
FROM: u ackson
u Director of Health
SUBJECT: HA-KC-2008-09(A)
Enclosed is your file copy of consummated agreement number HA- KC-2008-09(A),
between the Executive Office on Aging and the Hawaii County Office of Aging. This
contract is for the provision of KUPUNA CARE services, during the period July 1, 2007
through June 30, 2009.
If you have any questions, please contact Nancy Moser toll-free at 974-4000, 67309#.
Mahalo.
NM:jl
Enclosure
c: Elvira Lee
STATE OF HAWAII
AGREEMENT FOR HEALTH AND HUMAN SERVICES:
TRANSACTIONS EXEMPT FROM CHAPTER 103F, HRS
This Agreement, executed on the respective dates of the signatures of the
parties shown hereafter, is effective as of (date) Julv 1 , 2007 ,between
the (agency) Department of Health State of Hawaii (the "STATE"), by its
Executive Director or Designee, Executive Office of ALing (the "DIRECTOR"),
whose address is 250 South Hotel Street, Suite 406, Honolulu, Hawaii 96813 ,and
County of Hawaii Hawaii County Office of A$In$ (the"PROVIDER"),
a (government entity/corporation/partnership/sole proprietorship/other business form)
government entity whose business address and taxpayer identification number
are: Hawaii County Office of Aging 101 Aupuni Street, Room 342, Hilo, Hawaii 96720
Federal Tax I.D. #99-6000567
RECITALS
A. This Agreement is for a purchase of health and human services that is exempt
from the requirements of Chapter 103F, HRS, because:
O this Agreement is between or among government agencies as provided
in Section 103F-101(a)(2), HRS;
? this Agreement is to award grants or subsidies of state funds
appropriated by the legislature to a specific organization as provided
in Section 103F-101(a)(1), HRS, and Section 3-141-503(a)(2), HAR, or
to award subawards and subgrants to specific organizations directed
by the funding source as provided in Section 3-141-503(a)(1);
? this Agreement is wholly or partly funded from federal sources that
conflict with the procedures and requirements established by Chapter
103F, HRS, and its implementing regulations;
? this Agreement is wholly or partly funded from federal sources that
(1) identifies a target class of beneficiaries, (2) defines the
requirements for a provider to be qualified to participate in the
federal program, and (3) has the price of the provided health and
human services dictated by federal law;
EXEMPT TRANSACTIONS
HA-KC-2008-09(A) I Fonn AG3-Exempt(4/99)
? this Agreement is for an affiliation agreement with hospitals and other
health care providers required for University of Hawaii clinical
programs;
? this Agreement is for the services of psychiatrist, or psychologists in
criminal or civil proceedings as required by a court order or by the
rules of the court;
? this Agreement is for a transaction covered by a written exemption
from the Chief Procurement Officer for the STATE dated
B. The STATE is in need of the health and human services described in this
Agreement and its exhibits (the "Required Services"). The PROVIDER is agreeable to
Providing the Required Services.
C. Money has been appropriated for the purchase of the Required Services by:
(1) (identify state sources) HB 500 2007 , or
(2) (identify federal sources) , or both,
in the following amounts:
State: ~ 1,293,156.00
Federal: $
D. Pursuant to (legal authority for Agreement) Section 349-3, HRS ,
the STATE is authorized to enter into this Agreement.
E. The undersigned representative of the PROVIDER represents, and the
STATE relies upon such representation, that he or she has authority to sign this Agreement
By virtue of (check any of all that apply):
? corporate resolutions of the PROVIDER or other authorizing
documents such as partnership resolutions;
? corporate by-laws of the PROVIDER, or other similar operating
documents of the PROVIDER, such as a partnership agreement, or an
limited liability company operating agreement;
EXEMPT TRANSACTIONS
HA-KC-2008-09(A) 2 Form AG3-Exempt(4/99)
? the PROVIDER is a sole proprietor and as such does not require any
authorizing documents to sign this Agreement;
x? the PROVIDER is a government entity, and the undersigned
representative of the PROVIDER is duly-authorized to execute
contracts on behalf such government entity;
? other evidence of signing authority:
F. The PROVIDER has produced, and the STATE has inspected, a certificate
of insurance in the amount of n/a DOLLARS
( n/a for bodily injury and property damage liability arising in connection with
the PROVIDER's performance under this Agreement.
G. The PROVIDER has produced, and the STATE has inspected, a tax
clearance certificate with approval from the State of Hawaii, Department of Taxation,
dated n/a ,
NOW, THEREFORE, in consideration of the promises contained in this Agreement,
the STATE and the PROVIDER agree as follows:
1. Scope of Services. The PROVIDER shall, in a proper and satisfactory
manner as determined by the STATE, provide the Required Services as set forth in Exhibit
"A" to this Agreement, which is attached, and made a part of this Agreement.
2. Term of Agreement. The PROVIDER shall provide the Required Services
from (date) July 1 , 2007 , to (date) June 30 , 2009 unless this
Agreement is sooner terminated.
3. Compensation. The PROVIDER shall be compensated:
O in a total amount for all required services not to exceed ONE
MILLION TWO HUNDRED NINETY-THREE THOUSAND ONE
HUNDRED FIFTY-SIX AND NO/100 DOLLARS ($1,293,156.00),
including taxes, at the time and in the manner set forth in Exhibit "B"
to this Agreement, which is attached, and made a part of this
Agreement.
? based upon referrals to the PROVIDER from the STATE, payment
EXEMPT TRANSACTIONS
HA-KC-2008-09(A) 3 Form AG3-Exempt(4/99)
for each such referral shall be made according to Exhibit "B" to this
Agreement, which is attached, and made a part of this Agreement.
The STATE shall provide a minimum of n/a referrals to
the PROVIDER.
4. Reportine Requirements. In addition to whatever other reports may be
required elsewhere in this Agreement, the PROVIDER shall also submit a Final Project
Report, by (date) August 30 2009 No amendment to the PROVIDER's Final
Project Report shall be considered after (date) September 30 2009
5. Standards of Conduct Declaration. The Standards of Conduct Declaration
of the PROVIDER is attached as Exhibit "C", and is made a part of this Agreement.
b. Other Terms and Conditions. The General Conditions for Health and
Human Services Contracts (the "General Conditions") are attached as Exhibit "D", and
are made a part of this Agreement. If applicable, any Special Conditions are attached as
Exhibit "E", and are made a part of this Agreement. In the event of a conflict between the
General Conditions and the Special Conditions, the Special Conditions shall control.
7. Notices. Any notice, commupication, or information required to be given by
any party to this Agreement shall be made in writing, and shall be (a) delivered personally,
or (b) sent by United States first class mail, postage prepaid. Notice required to be given to
the DIRECTOR shall be sent to the DIRECTOR'S office in Honolulu, Hawaii. Notice to
the Agency Procurement Officer shall be sent to : Executive Office on AHine. 250 South
Hotel Street, Suite 406, Honolulu, Hawaii ,96813. Notice to the PROVIDER shall be sent
to the PROVIDER at the PROVIDER'S address as indicated in this Agreement. Notice to
the STATE'S Chief Procurement Officer shall be sent to State Procurement Office.
1151 Punchbowl Street, Room 230A. Honolulu, Hawaii 96813. 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 PROVIDER is responsible for notifying the STATE in writing of any change
of address.
EXEMPT TRANSACTIONS
HA-KC-2008-09(A) 4 Form AG3-Exempt(4/99)
on the dates below, to be effective as of the date first above written.
STATE
By
Print Name
Title
Date
OVIDER
sy
Print Name
Title
Date
APPROVED A O FORM:
Dep Attorney General
EXEMPT TRANSACTIONS
HA-KC-2008-09(A) Page 5 Form AG3-Exempt (4/99)
IN VIEW OF THE ABOVE, the parties execute this Agreement by their signatures, on
the dates below, to be effective as of the date first above written.
STATE
EXECU IVE OF ~E NQ AGING
gy 'r-U~~
Print Name Susan Jackson
Tltlc Deputy Director of Health
Date JUN 1 ~ 2007
PROVIDER
CO Y OF HAWAII
B
Print Name DIXIE KAEfSU
Title Mdwging Director
Date JUN - 1 X001
RECOMMEND APPROVAL:
~~;~.QQ/ o^ ate~l~~Q7
Hawaii County O ice of Agi g
County Executive
APPROVED AS TO FORM AND LEGALITY:
Deput orporation Counsel
County of Hawaii
APPROVED AS TO FORM:
De ty Attorney Ge et 1
State of Hawaii
EXEMPT TRANSACTIONS
HA-KC-2008-09(A) Page 5 Form AG3-Exempt (4/99)
STATE OF HAWAII )
SS.
COUNTY OF HAWAII )
On June 1, 2007 ,before me personally appeared DIXIE KAETSU, to me personally
known, who, being by me duly sworn, did say that DIXIE KAETSU 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 Hawaii; that the foregoing
instrument was signed and sealed in behalf of the County of Hawaii by authority given to said
Mayor of the County of Hawaii by Section 5-1.3(g) of the County Charter, County of Hawaii
(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.
`P~NY•~ • CO'I
P~Fi
f ' CAT T. CORREIA
• ~ Not Public, State of Hawaii
~+y,•~ B My commission expires: 10/13/2010
q~ QF
HP~P
PROVIDER'S ACKNOWLEDGMENT
to of )
SS.
County of )
On this day of ,before me personally
appeared , to me personally known, who being by me
duly sworn, did say that he/she is t of
,the PR DER named in the foregoing instrument, and that
he/she is authorized to sign said instrument behalf of the PROVIDER, as provided in
Recital E of the foregoing AGREEMENT, and owledges that he/she executed said
instrument as the free act and deed of the PROVIDER.
Notary Public
My commission expires:
~'i
EXEMPT TRANSACTIONS
Page 6
HA-KC-2008-09(A) Form .4G3-Exempt(4/99)
SCOPE OF SERVICES
The County of Hawaii, Hawaii County Office of Aging ("PROVIDER") shall, in a
satisfactory and proper manner as determined by the State of Hawaii ("STATE"), and in
accordance with the terms and conditions of this Agreement, use the funds received under
this Agreement to provide KUPUNA CARE services as described in the 2004-2007
STATE approved Area Plan on Aging for the County of Hawaii which is incorporated by
reference and made a part of this Agreement. KUPUNA CARE is astate-sponsored in-
home and community-based Long Term Care Program to meet the needs of older adults
who cannot live at home without formal services.
1. The PROVIDER shall ensure that the PROVIDER'S subcontractors serve older adults
who meet the following requirements:
a. United States citizen or qualified alien,
b. Sixty (60) years of age or older,
c. Not covered by any comparable government or private home and community-based
care services,
d. Not residing in an institution, such as an Intermediate Care Facility ("ICF"), Skilled
Nursing Facility ("SNF"), Adult Residential Care Home ("ARCH"), hospital,
and/or foster family, and
e. Having a substantive cognitive impairment or other disability which causes them to
be unable to perform two (2) or more Activities of Daily Living ("ADL") or
Instrumental Activities of Daily Living ("IADL"); and having an unmet need for
assistance to complete one (1) or more ADLS, or one (1) or more IADLs.
EXHIBIT "A"
Page 1
HA-KC-2008-09(A)
i. ADCs include eating, dressing, bathing, toileting, transferring in and out of bed
or chair, and walking.
ii. IADLs include preparing meals, shopping, medication management, managing
money, using the telephone, doing housework, and the ability to utilize
available transportation.
2. The PROVIDER shall implement and execute the coordination of the following core
services of KUPUNA CARE with the PROVIDER'S subcontractors:
a. Adult Dav Care.
Provide personal care for dependent elders in a supervised, protective, and
congregate setting during some portion of a day. Dependent elders are individuals
sixty (60) years of age or older with two (2) or more functional impairments
(ADCs/IADLs).
b. Assisted Transportation.
i. Provide assistance and transportation, including an escort, to an older adult who
has difficulties (physical or cognitive) using regular vehicular transportation.
ii. Assisted transportation must involve a personal escort for the older adult, not
just a helpful driver.
c. Attendant Caze.
Provide stand-by assistance, supervision or cues, and may include other activities to
help maintain the independence of older adults. Cues aze prompts such as, "let's eat
now" or "use your spoon."
EXHIBIT "A"
Page 2
HA-KC-2008-09(A)
d. Case Mana eg ment.
Provide assistance either in the form of access or care coordination in
circumstances where the older adult is experiencing diminished functioning
capacities, personal conditions, or other characteristics which require the provision
of services by fonnal service providers or family caregivers. Activities of case
management include assessing needs, developing care plans, authorizing and
coordinating services among providers, and providing follow-up and reassessment,
as required.
e. Chore.
Provide assistance such as heavy housework, yard work, or sidewalk maintenance
for an older adult.
£ Homemaker.
Provide assistance such as preparing meals, shopping for personal items, managing
money, using the telephone, and/or doing light housework.
g. KUPUNA CARE Transportation.
Provide transportation from one location to another; this may involve a helpful
driver. A helpful driver provides transportation and additional duties as needed
such as walking the older adult to the vehicle, pushing a wheelchair, assisting older
adult into the vehicle, and loading aids and devices such as wheelchairs or walkers
into the vehicle.
h. Nutrition/Home-Delivered Meals.
Provide home-delivered meals to qualified older adults in their places of residence.
EXHIBIT "A"
Page 3
HA-KC-2008-09(A)
(1) A qualified older adult is an individual sixty (60) years of age or older who
is frail, homebound by reason of illness or incapacitating disability or
otherwise isolated, and the spouse of such a person even if younger and not
otherwise qualified.
(2) Home-Delivered Meals shall meet the requirements of the Nutrition Service
Standards for the Congregate and Home-Delivered Meals Program, Title
III-C of the Older Americans Act dated May 2000, which is incorporated
herein by reference and made a part of this Agreement.
i. Personal Care.
Provide personal assistance, stand-by assistance, supervision, or cues. Personal
assistance includes hands on care such as grooming and bathing. Cues are prompts
such as, "let's eat now" or "use your spoon."
3. The PROVIDER and the PROVIDER'S subcontractors shall comply with the
KUPUNA CARE Guidelines, Caring for Hawaii's Elderly, dated April 29, 1999, and
the KUPUNA CARE Service Specifications dated October 18, 2004, which are
incorporated herein by reference and made a part of this Agreement.
4. Reporting Requirements.
a. In order for the STATE to monitor the PROVIDER'S compliance with this
Agreement, the PROVIDER shall submit reports to the STATE using the forms
provided (See Exhibit "F"):
i. Financial reports using the instructions and forms contained in the 1995 Policy
and Procedures Manuat for Area Agencies, which is incorporated herein by
reference and made part of this Agreement.
EXHIBIT "A"
Page 4
HA-KC-2008-09(A)
ii. Written quarterly progress reports.
iii. Data reports contained in the Federal and State Reporting Requirements 2005
which includes the State Program Report ("SPR") dated November 2004, the
Nutrition Service Utilization Profile, the KUPUNA CARE Service Needs
Tracking Report, the Staff I & A Outreach and Public Education Activities
Report, the State Variance Report, and the Service Utilization and Expenditure
Profile.
iv. Other reports that may be requested by the STATE.
b. All quarterly reports are due within twenty (20) days following the end of the
quarter.
c. The PROVIDER shall, at the completion of each fiscal year, submit to the STATE
a written annual report, an annual financial status report, an inventory of all
facilities that received state funds for construction, acquisition, renovation or
alteration, and an inventory of all equipment costing ONE THOUSAND AND
NO/100 DOLLARS ($1000.00) or more purchased with funds furnished under this
Agreement. The written annual report shall include the PROVIDER's
documentation of its overall efforts towards meeting the requirements of this
Agreement.
d. All annual reports aze due within sixty (60) days following the end of the fiscal
year of this Agreement.
e. The PROVIDER shall include provisions in its contracts with the PROVIDER's
subcontractors that facilitate these reporting requirements.
5. Monitoring.
EXHIBIT "A"
Page 5
HA-KC-2008-09(A)
a. The PROVIDER shall monitor and evaluate each state funded subcontract with the
PROVIDER'S subcontractors at least annually to ensure compliance with the
KUPUNA CARE Guidelines dated April 1999, and the KUPUNA CARE Service
Specifications dated October 2004, the public purpose, legislative intent of
providing funds for services, and to determine whether the PROVIDER'S
subcontractor(s) attained the intended results in the manner contemplated.
b. The PROVIDER shall conduct at least one (1) annual onsite visit and maintain an
annual written report including findings, recommendations, and a corrective action
plan by the PROVIDER'S subcontractors.
c. Copies of the annual onsite visit report for each subcontractor shall be transmitted
to the STATE with the other annual reports due sixty (60) days following the end
of the fiscal year.
6. Voluntary Contributions. The PROVIDER shall assure that all the PROVIDER'S
subcontractors give older adults the opportunity to voluntarily contribute to the cost of
these services described in this Scope of Services, Exhibit "A"; protect the privacy of
the older adults with respect to their contributions; and establish appropriate procedures
to safeguard and account for all contributions. The PROVIDER'S subcontractors shall
use the voluntazy contributions to provide additional KUPUNA CARE services.
7. Area Agency Contractors and Sources of Funds Plan. The PROVIDER shall submit an
annual Area Agency Contractors and Sources of Funds Plan detailing the allocation of
funds including Federal, State, and County funds. The Area Agency Contractors and
Sources of Funds Plan shall include the names, addresses, and telephone numbers of its
subcontractors as well as the service activities, outputs, and funding sources. The Area
EXHIBIT °°A"
Page 6
HA-KC-2008-09(A)
Agency Contractors and Sources of Funds Plan shall be submitted to-the STATE by
August 30 each year.
8. The PROVIDER shall submit to the STATE a copy of each of the PROVIDER'S
subcontractors' fully executed contracts, Memorandums of Agreement, and
supplemental agreements, if any, for the term of this Agreement.
9. Administrative Standards. The PROVIDER and the PROVIDER'S subcontractors shall
comply with the following:
a. have procedures to receive and accept older adults into its programs.
b. have procedures for the subcontractor to receive authorization from the
PROVIDER or PROVIDER'S designee to provide services.
c. maintain a record of the number of service hours provided, name, birth date, and a
social security number (or unique identifier number) for each older adult served and
authorized by the PROVIDER.
d. have written policies and procedures to keep older adult information confidential.
e. deliver the services in a timely fashion (i.e. number of days it normally takes from
the request to the delivery of service),
f. describe in a written policy what measures the subcontractor will take when the
services cannot be delivered in a timely fashion.
g. have written termination and grievance policies and procedures. All older adults
shall receive copies of the termination and grievance policies during the initial
assessment.
EXHIBIT "A"
Page 7
HA-KC-2008-09(A)
h. may terminate services according to the specifications in the individual care or
service plan, or by the wishes of the older adult and/or the caregiver, or by
agreement between older adult and the subcontractor.
i. have written policies and procedures to obtain the older adults' written consent to
transmit their information and service utilization data from the selected
subcontractors to the PROVIDER and the STATE.
j. have written policies and procedures to inform older adults that they may be asked
to participate in research studies to measure the effectiveness and quality of the
services they have received and to explore possible services the STATE and
PROVIDER may offer. These policies shall also reflect that provision of services is
not contingent upon the older adult participating in research studies.
k. advertise the services as part of the KUPUNA CARE program.
1. acknowledge that the services are KUPUNA CARE services that are funded
partially/fully with state funds in its publications of brochures, pamphlets, fliers,
and other community correspondences related to the services.
m. have mechanisms to promote service quality. The sub-contractor shall conduct an
evaluation of efficiency, effectiveness, and quality of services, including
evaluations by the older adults.
n: keep financial and program records for its contracts with the PROVIDER separate
from other funds and contracts it administers.
o. collect voluntary contributions as identified by the STATE and provide additional
units of service with voluntary contributions.
EXHIBIT "A"
Page 8
HA-KC-2008-09(A)
10. The PROVIDER shall ensure that any subcontracted provider shall comply with the
requirements of the Scope of Services, hereto incorporated as Exhibit "A."
EXHIBIT "A"
Page 9
HA-KC-2008-09(A)
COMPENSATION AND PAYMENT SCHEDULE
In full consideration for the services performed by the PROVIDER under this
Agreement, 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 PROVIDER a total sum of money not to exceed ONE MILLION TWO
HUNDRED NINTEY-THREE THOUSAND ONE HUNDRED FIFTY-SIX AND
NO/100 DOLLARS ($1,293,156.00), consisting of ONE MILLION TWO
HUNDRED NINTEY-THREE THOUSAND ONE HUNDRED FIFTY-SIX AND
NO/100 DOLLARS ($1,293,156.00) of state funds, which shall be paid in accordance
with and subject to the following:
a. Payments shall be made in quarterly installments upon the quarterly
submission by the PROVIDER of invoices in triplicate for the services to
be provided in accordance with Exhibit "A," Scope of Services, and in
accordance with the costs identified in the Budget, attached hereto as
Exhibit "B-1" and made a part of this Agreement. The first payment shall
be an advance installment of THREE HUNDRED TWENTY-THREE
THOUSAND TWO HUNDRED EIGHTY-NINE AND NO/100
DOLLARS ($323,289.00) and shall be made within approximately thirty
(30) calendar days after execution of this Agreement and submission of an
invoice. The STATE shall withhold THREE HUNDRED TWENTY-
THREE THOUSAND TWO HUNDRED EIGHTY-NINE AND NO/100
DOLLARS ($323,289.00) until final settlement of this Agreement.
b. There shall be only one (1) advance installment payment during the time
of performance of this Agreement. After the initial advance, payments
shall be made quarterly based on the quarterly invoices submitted by the
PROVIDER 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 they are within the initial advance. If the invoice
Exhibit "B"
HA-KC-2008-09(A) 1
exceeds the initial advance and the expenditures are allowable and within
the total contract amount, the STATE shall pay the PROVIDER the
difference between the total of the invoice for the last three (3) months of
the contract period and the initial advance.
c. After the first advance installment, invoices shall be accompanied by
expenditure reports for the period ending one month prior to the end of the
current quarter and certified by the PROVIDER to contain expenditures
actually incurred for the services provided under this Agreement.
d. The expenditure reports 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 preliminazy
determination of appropriateness and allowability of the reported
expenditures shall be subject to later verification and subsequent audit.
r
e. If an amount of reported expenditures is preliminarily determined by the
STATE to be inappropriate and unallowable, the STATE may deduct an
equivalent amount from the next payable installment and may withhold
payment of the amount of moneys equivalent to the questioned
expenditures until later resolution of the discrepancy by audit or other
means. If, after payment of the last installment prior to the final payment,
investigation and examination reveal additional expenditures that are
determined by the STATE to be inappropriate and unallowable, the
STATE may require that an equivalent amount of moneys be refunded by
the PROVIDER, notwithstanding the STATE's preliminary determination
of appropriateness and allowability. An amount of moneys to be refunded
by the PROVIDER may be offset against the amount of moneys withheld
by the STATE in determining the amount of the final payment to be made
to the PROVIDER in final settlement of this Agreement. Final settlement
of this Agreement shall include submission and acceptance of all reports
Exhibit "B"
HA-KC-2008-09(A) 2
and other materials to be submitted by the PROVIDER to the STATE,
resolution of all discrepancies in expenditures or performance of services,
and completion of all other outstanding matters under this Agreement.
f. Allowable expenses for necessary travel authorized in advance by the
STATE shall be determined in accordance with Chapter 10, titled, "Travel
Rules," of Title 3 of the Hawaii Administrative Rules, as administered and
interpreted by the Department of Accounting and General Services, State
of Hawaii.
Exhibit "B"
HA-KC-2008-09(A) 3
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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
all independent commissions and other establishments of the state government bu
excluding the courts.
"Controlling interest" means an interest in a business or other undertaking 'ch
is sufficient in fact to control, whether the interest is greater or less than per
cent (50%). .
"Employee" means any nominated; appointed, or elected officer employee of
.the State, including members of boards, commissions, and co 'ttees, and
employees under contract to the State or of the constitution onvention, but
excluding legislators, delegates to the constitutional cony tion, justices, and
judges. (Section 84-3,1•IliS).
On behalf of , P OVIDER, the undersigned does
declare as follows:
1. PROVIDER ? is` ? is not a legislator or employee or a business in which a
legislator or an employee has a control ' interest. (Section 84-15(a), HRS):
2. PROVIDER has not been represent or assisted personally in the matter by an
individual who has been an empl ee of the agency awarding this Contract within the
preceding two years and whop 'cipated while so employed in the matter with which the
Contract is directly conceme . (Section 84-15(b), HRS).
3. PROVIDER has not be assisted or represented by a Jegislafor or employee for a fee or
other compensation to btain this Contract abd will not be assisted or represented by a
legislator or emplo a for a fee or other compensation in the performance of this
Contract, if the Ie stator or employee had been involved. in the development or award of
the Contract. ection 84-14 (d), HR.S).
4. PROVID has not been represented on matters related to this Contract, for a fee or
other c ideration by an individual who, within the past twelve (12) months, has been an
agen employee, or in the case of the Legislature, a legislator, and participated while an
oyee or legislator on matters related to this Contract. (Sections 84-18(b) and (c),
' etninder to aeencv: If the "is" block is checked and if the Contract involves goods or services of a value in
excess of $10,000, the Contract may not be awazded unless the agency posts a notice of its intent to award it and
HA-KC-2008-09(A} EXHIBIT "C"
si »s_i Pagel Revised 2/04
e , .
behalf of the STATE if this Contract was entered into in violation of any provision of chapter
g4, Hawaii Revised Statutes, commonly referred to as the Code of Ethics, including the
provisions which are the source of the declarations above. Additionally, any fee, com anon,
gift, or profit received by any person as a result of a violation of the Code of Ethic ay be
recovered by the STATE.
DATED: Honolulu, Hawaii,
PROVIDER
By
cs~~~~
Print Name
Print Title
Name of Provider
Date
z.
HA-KC-2008-09(A) EXHIBIT "C"
81 l75 12 Revised 1/04page 2
GENERAL CONDITIONS
1. Rearesentations and Conditions Precedent
1.1 Agreement Subject to the Availability of State and Federal Funds.
1.1.1 State Funds. This Agreement is, at all times, subject to the
appropriation of state funds, and may be terminated without liability
to either the PROVIDER or the STATE in the event that state funds
are not appropriated or available.
1.1.2 Federal Funds. To the extent that this Agreement is funded partly or"
wholly by federal funds, this Agreement is subject to the availability of
such federal funds. The portion of this Agreement that is to be funded
federally shall be deemed severable, and such federally funded portion
may be terminated without liability to either the PROVIDER or the
STATE in the event that federal funds are not available. In any case,
this Agreement shall not be construed to obligate the STATE to
expend state funds to cover any shortfall created by the unavailability
of anticipated federal funds.
1.2 Representations of the PROVIDER. As a necessary condition to the
formation of this Agreement, the PROVIDER makes the representations
contained in this paragraph, and the STATE relies upon such representations
as a material inducement to entering into this Agreement.
1.2.1 Compliance with Laws. As of the date of this Agreement, the
PROVIDER complies 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 PROVIDER'S
performance of this Agreement.
1.2.2 Licensing and Accreditation. As of the date of this Agreement, the
PROVIDER holds all licenses and accreditations required under
applicable federal, state, and county laws, ordinances, codes and rules
to provide the Required Services under this Agreement.
1.3 Compliance with Laws. The PROVIDER 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 PROVIDER'S
performance of this Agreement, including but not limited to the laws
specifically enumerated in this paragraph:
GENERAL CONDITIONS
Page 1 Foam AG3•HHSGC(4/99)
HA-KC-2008-09(A) EXHIBIT D
1.3.1 Smokine Policy. The PROVIDER shall implement and maintain a
written smoking policy as required by Chapter 328K, Hawaii Revised
Statutes, or its successor provision. .
1.3.2 Drug_Free Work Place. The PROVIDER shat! implement and
maintain a drug free work place as required by the Drug Free
Workplace Act of 1988, or its successor.
1.3.3 Persons with Disabilities. The PROVIDER shall implement and
maintain all practices, policies, and procedures required by federal,
state, or county law, including but not limited to the Americans with
Disabilities Act (42 U.S.C. §12101, et seg.), and the Rehabilitation Act
(20 U.S.C. §701, et s_g.).
1.3.4 Nondiscrimination. No person performing work under this Agreement,
including any subcontractor, employee, or agent of the PROVIDER,
shall engage in any discrimination that is prohibited by any applicable
federal, state, or county law.
. , ,
throughout the period of this Agreement liability insurance (the "Liab' '
Insurance") issued by an insurance company in a combined amount of east
ONE MILLION AND NO/100 DOLLARS ($1,000,000.00), or ch lesser
amount requested in writing by the PROVIDER and, for go suse_ shown,
approved by the head of the purchasing agency, which royal, if any, is
incorporated herein by reference, for bodily injury property damage
liability arising out of each occurrence. The Liabil' nsurance shall provide
that it is the primary insurance for the Stat f Hawaii, the purchasing
agency, and their officers, employees, and nts for any liability arising out
of or resulting from occurrences nected with the PROVIDER'S
perfororance under this Agreeme Prior to or upon execution of this
' Agreement, the PROVIDER s obtain a certificate of insurance verifying
the existence of the neces liability insurance coverage, including the
coverage of the State o awai'i, and its officers, employees, and agents. If
the scheduled expir 'on date of the liability insurance policy is earlier than
the expiration .d of the time for performance under this Agreement, the
PROVIDE pon renewal of the policy, shall promptly cause to be provided
to the S TE an updated certificate of insurance. The certificates of
insur ce shall expressly provide Lhat the insurance policy shall not be
c celled unless the insurance company has first given to the STATE thirty
~ ,
GENERAL CONDITIONS
Page 2 Forrn AG3-HHSGC(4~94)
1.5 Notice to Clients. Provided that the term of this Agreement is at least one
year in duration, within ONE HUNDRED AND EIGHTY (180) days after
the effective date of this Agreement, the PROVIDER shall create written
procedures for the orderly termination of services to any clients receiving the
Required Services under this Agreement, and for the transition to services
supplied by another provider upon termination of this Agreement, regardless
of the circumstances of such termination. These procedures shall include, at
the minimum, timely notice. to such clients of the termination of this
Agreement, and appropriate counseling.
1.6 Reporting Requirements. The PROVIDER shall submit a Final Project
Report to the STATE containing the information speciSed in Exhibit "B" to
this Agreement if applicable, or otherwise satisfactory to the STATE,
documenting the PROVIDER's overall efforts toward meeting the
requirements of this Agreement, and listing expenditures actually incurred in .
the performance of this Agreement. The PROVIDER shall return any
unexpended funds to the STATE.
1.7 Conflicts of interest. In addition.to the CertiScation provided in Exhibit "C"
to this Agreement, the PROVIDER represents that neither the PROVIDER,
?or any employee or agent of the PROVIDER, 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 PROVIDER'S
performance under this Agreement.
1.8 Compliance with Managed Process. If this Agreement was entered into 1
between July 20, 1998, nand July 1, 2001, and extends beyond June 30, 2001,
it is subject to a single review pursuant to the managed process developed
pursuant to part IIl, section 6 of Act 230, 1998 Haw. Sess. Laws Z85, 787.
Pursuant to the managed process review, this Agreement may be cancelled,
renegotiated, continued, or extended by the S?ate.
2. Documents and Files
2.1 Confidentiality of Material.
2.1.1 All material given to or made available to the PROVIDER by virtue
of this Agreement that is identified as proprietary or confidential
information shall be safeguarded by the PROVIDER and shall not be
~ disclosed to any individual or organization without the prior written
approval of the STATE.
IXHlBlT D
GENERAL CONDITIONS
Page 3 Form AG3-HHSGC(4/99)
i
2.1.2 All information, data, or other material provided by the PROVIDER
to the STATE shall be subject to the Uniform Information Practices
Act, chapter 92F, HRS, or its successor, and any other applicable body
of law concerning information practices or confidentiality.
2.2 Ownersh~ Rivhts and Convright. The STATE shall have complete ownership
of all material, both finished and unfinished "that is developed, prepared,
assembled, or conceived by the PROVIDER pursuant to this Agreement, and
all such material shall be considered "works made for hire." All such material
shall be delivered to the STATE upon expiration or termination of this
Agreement. The STATE, in its sole discretion, shall have the exclusive right i
to copyright any product, concept, or material developed, prepared, i
assembled, or conceived by the PROVIDER pursuant to this Agreement.
I
2.3 Records Retention. The PROVIDER and any subcontractors shall maintain
the books and records that relate to the Agreement, and any cost or pricing
data for three (3) years from the date of final payment under the Agreement-
In the event that any litigation, claim, investigation, audit, or other action '
involving the records retained under this provision arises, then such records
shall be retained for three (3) years from the date of final payment, or the.
date of the resolution of the action, which ever occurs later. During the
period that records are retained under this section, the PROVIDER and any
subcontractors shall allow the STATE free and unrestricted access to such
records.
3. Relationship between Parties
3.1 Coordination of Services by the STATE. The head of the purchasing agency,
(which term includes the designee of the head of the purchasing agency), shall
coordinate the services to be provided by the PROVIDER in order to
complete the performance reouired in the Agreement. The PROVIDER shall ~
maintain communications with the head of the purchasing agency at all stages j
of the PROVIDER'S work, and submit to the head of the purchasing agency
for resolution any questions which may arise as to the performance of this ~
Agreement.
I
3.2 Subcontracts and Assignments. The PROVIDER may. assign or subcontract
any of the PROVIDER'S duties, obligations, or interests under this
Agreement, but only if (i) the PROVIDER obtains the prior written consent
of the STATE and (ii) the PROVIDER'S assignee or subcontractor submiu
to the STATE a tax clearance certificate from the Director of Taxation, State
of Hawaii, showing that al] delinquent taxes, if any, levied or accrued under
EXH181T d
GENERAL CONDITIONS
Page 4 Porm AG3-HHSGC(4/99)
r
state law against the PROVIDER'S assignee or subcontractor have been paid.
Additionally, ?o assignment by the PROVIDER of the PROVIDER'S right
to compensation under this Agreement shall be effective unless and until the
assignment is approved by the Comptroller of the State of Hawaii, as
provided in section 40-58, HRS, or its successor provision.
3.3 Change of name. When the PROVIDER asks to change the name in which
it holds this Agreement with the STATE, the procurement officer of the
purchasing agency (hereinafter referred to as the "Agency Procurement
Officer") shall, upon receipt of a document acceptable or satisfactory to the
Agency Procurement Officer indicating such change of name such as an
amendment to the PROVIDER'S articles of incorporation, enter into an
amendment to this Agreement with the PROVIDER to effect the change of ~
name. Such amendment to this Agreement changing the PROVIDER'S name
shall specifically indicate that no other terms and conditions of this
Agreement are thereby changed, unless the change of name amendment is
incorporated with a modification or amendment to the Agreement under
Section 4.1 of these genera! conditions.
3.4 Independent Contractor Status and Responsibi]ities. Includine Tart
Responsibilities.
3.4.1 In the performance of services required under this Agreement, the
PROVIDER is an "independent contractor," with the authority and
responsibility to control and direct the performance and details of the
work and services required under this Agreement; however, the
STATE shall have a genera] right to inspect work in progress to
determine whether, in the STATE'S opinion, the services are being
performed by the PROVIDER in compliance with this Agreement.
3.4.2 Unless otherwise provided by special condition, the STATE shall be
free to contract with other individuals and entities to provide services
similar to those performed by the Provider under this Agreement, and
the PROVIDER shall be free to contract to provide services to other
individuals or entities whi]e under contract with the STATE.
3.4.3 The PROVIDER and the PROVIDER'S employees and agenu are not
by reason of this Agreement, agents or employees of the State for any
purpose. The PROVIDER and the PROVIDER'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. Unless
EXHIBIT D
GENERAL CONDITIONS
Page 5 Fonn AG3-HHSGC(a/99)
specifically authorized.in writing by the DIRECTOR, the PROVIDER
and the PROVIDER'S employees and agents are not authorized to
speak on behalf and no statement or admission made by the,
PROVIDER or the PROVIDER'S employees or agents shall be
attributed to the STATE, unless specifically adopted by the
DIRECTOR in writing.
3.4.4 The PROVIDER shall be responsible for the accuracy, completeness,
and adequacy of the PROVIDER'S performance under this
Agreement. Furthermore, the PROVIDER intentionally, voluntarily,
and knowingly assumes the sole and entire liability to the
PROVIDER'S employees and agents, and to any individual not a party
to this Agreement, for all loss, damage, or injury caused by the
PROVIDER, or the PROVIDER's employees or agents in the course
of their employment.
3.4.5 The PROVIDER shall be responsible for payment of all applicable
federal, state, and wunty taxes and fees which may become due and
owing by the PROVIDER by reason of this Agreement, including but
not limited to (i) income taxes, (ii) employment related fees,
assessments, and taxes, and (iii) general excise taxes. The PROVIDER
also is responsible for obtaining all licenses, permits, and certificates.
that may be required in order to perform this Agreement.
3.4.6 The PROVIDER shall obtain a general excise tax license from the
Department of Taxation, State of Hawaii, in accordance with section
237-9, HRS, or its successor provision, and shall comply with all
requirements thereof. The PROVIDER shall obtain a tax clearance
certificate from the Director of Taxation, State of Hawai i, showing
that all delinquent taxes, if any, levied or accrued under state law
against the PROVIDER have been paid and submit the same to the
STATE prior to commencing any performance under this Agreement.
The PROVIDER shall also be solely responsible for meeting all
requirements necessary to obtain the tax clearance certi5cate required
for 5na1 payment under sections 103-53 and 237-45, HRS, or their
successor provisions, and these Genera! Conditions.
3.4.7 The PROVIDER is responsible for securing all employee-related
insurance coverage for the PROVIDER and the P.ROVIDER'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.
IJCHIBIT Q
GENERAL CONDITIONS
Page 6 Form AG3-HHSGC(4/99)
i
3.i Personnel Requirements. ,
3.5.1 The PROVIDER shall secure, at the PRO'VIDER'S own expense, ail
personnel required to perform this Agreement, unless otherwise
provided in this Agreement.
3.5.2 The PROVIDER shall ensure that the PROVIDER'S employees or
agents are experienced and fully qualified to engage in the activities
and perform the services required under this Agreement, and that all
applicable licensing and operating requirements imposed or required
under federal, state, or county law, and all applicable accreditation and i
other standards of quality generally accepted in the field of the i
activities of such employees and agents are complied with and satisfied.
4. Modification and Termination of Agreement
4.1 Modifications of Agreement.
4.1.1 In writing. Any modification, alteration, amendment, change, or
extension of any term, provision, ' or condition of this Agreement
permitted by this. Agreement shall be made by written amendment to
this Agreement, signed by the PROVIDER and the STATE. I
4.1.2 No oral modification. No oral modification, alteration, amendment,
change, or extension of any term, provision or condition of this
Agreement shall be permitted.
,
PROVIDER to submit to the STATE, prior to the S s approval
of any modification, alteration, amend ange, or extension of
any term, provision, or cor' o this Agreement, a tax clearance
from the Dir axation, State of Hawaii, showing that all
dfelia nt taxes, if any, levied or accrued under state law against the
--vc
4.2 Termination in General. This Agreement may be terminated in whole or in
part for a reduction in funds available to pay the PROVIDER, or when, in its
sole discretion, the STATE determines (i) that there has been a change in the
cottditions upon which the need for the Required Services was based, (ii) that
the PROVIDER has failed to provide the Required Services adequately or
satisfactorily, or (iii) that other good cause for the whole or partial
termination of this Agreement exists. Termination under this section shall be
~xHS~~r ~
GENERAL CONDITIONS
Page 7 Form AG3-HHSGC(a(991
made by a written notice sent to the PROVIDER ten (10) working days prior
to the termination date that includes a brief statement of the reason for the
termination.
4.3 Termination for Necessity or Convenience. If the STATE determines, in its
sole discretion, that it is necessary or convenient, this Agreement may. be ;
terminated in whole or in part at the option of the STATE upon ten (IO)
working days' written notice to the PROVIDER. If the STATE elects to
terminate under this section, the PROVIDER shall be entitled to reasonable ,
payment as determined by the STATE for satisfactory services rendered under
this Agreement up to the time of termination. If the STATE elects to
terminate under this section, the PROVIDER shall cooperate with the
STATE to effect an orderly transition of services to clients.
4.4 Termination by Contractor. The PROVIDER may withdraw from this
Agreement after obtaining the written consent of the STATE. -The STATE,.
upon the PROVIDER'S withdrawal, shall determine whether payment is due
to the PROVIDER, and the amount that is due. If the STATE elects to
terminate under this section, the PROVIDER shall cooperate with the.
STATE to effect an orderly transition of services to clients.
e
obligations the STATE owes to the PROVIDER under this Agreemen y
amounts owed to the State of Hawaii by the PROVIDER er this
Agreement, or any other agreement, or pursuant to an w or other
obligation owed to the State of Hawaii by the PROVID including but not
limited to the payment of any taxes or levies of kind or nature. The
STATE shall notify the PROVIDER in writi of any exercise of its right of
offset and the nature and amount o ch offset. For purposes of this
paragraph, amounts owed to the a of Hawaii shall not include debts or
obligations which have been idated by agreement with the PROVIDER,
and that are covered an installment payment or other settlement plan
approved by the a of Hawaii, provided,. however, that the PROVIDER
shall be enti to such exclusion only to the extent that the PROVIDER is
current nd in compliance with, and not delinquent on, any paymenu,
o ations, or duties owed to the State of Hawaii under such payment or
i
Indemnification
S.1 ~demnification and Defense. The PROVIDER shall defend, indemnify, and
hold harmless the State of Hawaii, the contracting agency, and their officers,
EXNIBtT
GENERAL CONDITIONS
Page 8 Form AG3-HHSGC(4/99)
_ i
I
employees, and agents from and against all liability, loss, damage, cost, and
expense, including all attoroeys' fees, and all claims, suits, and demands
therefor, arising out of or resulting from the acts or omissions of the
PROVIDER or the PROVIDER'S employees, officers, agents, or
subcontractors under this Agreement. The provisions of this paragraph shall
remain i? full force and effect notwithstanding the expiration or -early
termination of this Agreement. ~
5.2 Cost of Lineation. In case the STATE shall, without any fault on its part, be
made a party to any litigation commenced by or against the PROVIDER in
connection with this Agreement, the PROVIDER shall pay all costs and
expenses incurred by or imposed on the STATE, including attorneys' fees.
6. Miscellaneous Provisions
6.1 Nondiscrimination. No person performing work under this Agreement,
including any subcontractor, employee, or agent of the PROVIDER, shall
engage in any discrimination that is prohibited by any applicable federal, state,
or county law.
6.2 Publicity. Any and all publicity that the PROVIDER may undertake in
connection with the Required Services, shall be subject 'to the limitations of
Section 3.4.3 of these General Conditions, and the requirements of this
section:
6.2.1 Acknowledgment of State Support. Subject to the limitations of
Section 3.4.3 of these General Conditions, the PROVIDER shall, in
al] news releases, public statements, announcements, broadcasts,
posters, programs, computer postings, and other printed, published, or
electronically disseminated materials relating to the PROVIDER'S
performance under this Agreement, acknowledge the support by the
State of Hawaii and the purchasing agency through appropriations
made by the Legislature of the State of Hawaii.
6.2.2 The PROVIDER 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 chief procurement officer, the DIRECTOR, the
Agency procurement officer, or to the services or goods, or both,
provided under this Agreement, in any of the PROVIDER'S publicity
not related to the PROVIDER'S performance under this Agreement,
including but not limited to commercial advertisements, recruiting
materials, and solicitations for charitable donations.
EXHIBIT C?
GENERAL CONDITIONS
Page 9 Form AG3-HHSGC(4/99)
6.3 Section Headines. The section headings appearing in this Agreement have ,
been inserted for the purpose of convenience and ready reference. They shall
not be to define, limit or extend the scope or intent of the sections to which
they pertain.
6.4 Antitrust Claims. The STATE and the PROVIDER recognize that in actual
economic practice, overcharges resulting from antitrust violations are in fact
usually borne by the purchaser. Therefore, the PROVIDER hereby assigns
to STATE any and all claims for overcharges as to goods and materials
purchased in connection with this Agreement, except as to overcharges which
result from violations commencing after the' price is established under this
Agreement and which are not passed on to the STATE under an escalation
clause.
6.5 Governing Law. The validity of this Agreement and any of its terms or
provisions, as well. as the rights and duties of the parties to this Agreement,
shall be governed by the laws of the State of Hawaii. Any action at law or
inequity to enforce or interpret the provisions of this Agreement shall be
brought in a state court of competent jurisdiction in Honolulu, Hawaii.
6.6 Conflict between General Conditions and Procurement Rules. In the event
of a conflict between the General Conditions and the Procurement Rules or
a Procurement Directive, the Procurement Rules or any Procurement
Directive in effect on the date this Agreement became effective shall control
and `are hereby incorporated by reference.
6.7 Entire Agreement. This Agreement sets forth all of the agreements, ,
conditions, understandings, promises, warranties, and representations between
the STATE and the PROVIDER relative to this Agreement. This Agreement
supersedes all prior agreements, conditions, understandings, promises,
warranties, and representations, which shall have no further force or effect.
There are no agreements, conditions, understandings, promises, warranties,
or representations, oral or written, express or implied, between the STATE
and the PROVIDER other than as set forth or as referred to herein.
6.8 Severability. In the event that any provision of this Agreement is declared ,
invalid or unenforceable by a court, such invalidity or unenforceability shall
not affect the validity or enforceability of the remaining terms of this ;
Agreement.
6.9 Waiver. The failure of the STATE to insist upon the strict compliance with ,
any term, provision, or condition of this Agreement shall not constitute or be
off I{B~~ ~
GENERAL CONDITIONS
Page 10 Farm AG3-HHSGC(4/99)
e _
deemed to constitute a waiver or relinquishment of the STATE's right to
enforce the same in accordance with this Agreement. The fact that the
STATE speciScally refers to one provision of the Procurement Rules or one
section of the Hawaii Revised Statutes, and does not include other provisions
or statutory sections in this Agreement shall not constitute a waiver or
relinquishment of the STATE'S rights or the PROVIDER'S obligations under
the Procurement Rules or statutes.
6.10 Execution in Counterparts. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original and all of which
shall constitute one instrument.
I
GENERAL CONDITIONS
Page 11 Force AG3-HHSGC(4/99)
i
SPECIAL CONDITIONS
1. Deletion of Portions of Agreement. For purposes of this Agreement, paragraph 5
on page 4 of the Agreement, "Standazds of Conduct Declaration," together with
the attached Standards of Conduct Declaration form, Exhibit "C," are hereby
deleted and the parties agree that paragraph 5 of the Agreement and Exhibit "C"
are not operative.
2. Deletion of General Conditions. For purposes of this Agreement, the following
General Conditions are hereby deleted from the General Conditions and have no
operative effect between the parties:
a. Subparagraph 1.4
b. Subparagraphs 4.1.3 and 4.5
All other conditions of Exhibit "D", General Conditions shall remain unchanged.
HA-KC-2008-09(A)
EXHIBIT "E"
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