HomeMy WebLinkAboutCOM 0041.041 2008-2010William P. Kenoi
Mayor
Laverne R. Omori
Deputy Director
Randall M. Kurohara
Director
County of Hawaii
DEPARTMENT OF RESEARCH AND DEVELOPMENT
25 Aupuni Street, Room 1301 . Hilo, Hawaii 96720 -4252
(808) 961 -8366 • Fax (808) 935 -1205
E -mail: chresdev @co.hawaii.hi.us
DATE
TO:
September 28, 2010
J Yoshimoto, Council Chairman and
Council Members
VIA: Kay Oshiro, Controller
FROM: Randy Kurohara, Director.
RE: NOTIFICATION OF GRANT AWARD
Compliance with Ordinance No. 10 -59, Section 7(1)
Name of Grant Program: Energy Coordinator
Grantor: State of Hawaii
County Grantee Department or Agency: Dept. of Research and Development
Grant No. (IF KNOWN):
Amount of Grant: $70,920.
Amount of County Match: $31,649.
County Revenue & Expenditure Account Numbers: 3303.58; 010.161.5162.85
Grant Period (Commencement & Completion): 7/1/10- 6/30/11
Purpose of Grant: Neighbor Island Energy Assistance Program
Is final report required by grantor? ® Yes F] No
Notification attached: M Yes ❑ No, because
Hawaii County is an Equal Opportunity Provider and Employer
Comtk No. • `�
Ref. To..
Ref: Date OCT 0 7 ? n4Q
Form NGA 08/10
or h., , STATE OF HAWAII
CONTRACT FOR GOODS AND SERVICES
(IN THE FOLLOWING CATEGORIES: EXEMPT; SMALL PURCHASE;
`xr SOLE SOURCE; OR EMERGENCY)
This Contract, executed on the respective dates indicated below, is effective as of
between Dept of Business, Economic Development, and Tourism ,
(insert name of state department, agency, board or commission)
State of Hawaii ( "STATE "), by its Energy Program Administrator ,
(insert title ofperson signingfor State)
(hereafter also referred to as the HEAD OF THE PURCHASING AGENCY or designee ( "HOPA ")),
whose address is P.O. Box 2359, Honolulu, Ha waii 96804
and County of Hawaii
( "CONTRACTOR "), a County in the State of Hawaii
(Insert corporadon, 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 ans
and state taxpayer identification numbers are as follows: 25 Aupuni Street,
Hilo, HI 96720 -4252; Tax ID No. 99- 6000567
RECITALS
A. The STATE is in need of the goods and services, or both, described in this
Contract and its attachments. The CONTRACTOR is agreeable to providing the goods and services,
or both, as the case may be.
B. This Contract is for (check one box):
® (1) A procurement expenditure of public funds for goods or services,
or both, that is otherwise exempt from public bidding as set forth in section 103D -102, Hawaii
Revised Statutes CTW "), and chapter 3 -120, Hawaii Administrative Rules ( "HAR" ); or
; or
❑ (2) A small purchase procurement of goods or services, or both, as set forth
in section 103D -305, HRS, and subchapter 8, chapter 3 -122, HAR; or
❑ (3) A sole source procurement of goods or services, or both, as set forth
in section 103D -306, HRS, and subchapter 9, chapter 3 -122, HAR; or
❑ (4) An emergency procurement of goods or services, or both, as set forth
in section 103D -307, HRS, and subchapter 10, chapter 3 -122, HAR-
C. Money is available to fund this Contract pursuant to:
(1)
(idenafy state sources)
or (2) U.S. Department of Energy State Energy Program Grant
ad—fy federal sources)
or both, in the following amounts: State $
Federal $ 70,920.00
D. Pursuant to HRS 201 -4 , the STATE
(Legal authority to enter into this Contract)
is authorized to enter into this Contract.
E. The agency's Chief Procurement Officer is Aaron Fujioka
who ❑ has approved this procurement or ® is not required to approve this procurement.
NOW, THEREFORE, in consideration of the promises contained in this Contract, the
STATE and the CONTRACTOR agree as follows:
1. Scope of Services. The CONTRACTOR shall, in a proper and satisfactory
manner as determined by the STATE, provide all the goods or services, or both, set forth in Attachment -
S 1, which is made a part of this Contract.
AG -002 Rev 07/24/2006
2. Compensation. The CONTRACTOR shall be compensated for goods
supplied or services performed, or both, under this Contract in a total amount not to exceed
SEVENTY THOUSAND NINE HUNDRED TWENTY AND 00 /100 DOLLARS
($ 70,92 .00 ), including approved costs incurred and taxes, according to the Compensation and
Payment Schedule set forth in Attachment -S2, which is made a part of this Contract.
3. Time of Performance. The services or goods required of the CONTRACTOR
under this Contract shall be performed and completed in accordance with the Time of Perfomance set
forth in Attachment -S3, which is made a part of this Contract..
4. Bonds. The CONTRACTOR ❑ is required to provide or ® is not required to
provide: F a performance bond, ❑ a payment bond, ❑ a performance and payment bond in the
amount of N/A DOLLARS ($ 0.00 ) .
5. Standards of Conduct Declaration. The Standards of Conduct Declaration of the
CONTRACTOR is attached to and made a part of this Contract.
6. Other Terms and Conditions. The General Conditions and any Special
Conditions are attached to and made a part of this Contract. In the event of a conflict between the
General Conditions and the Special Conditions, the Special Conditions shall control.
7. Liquidated Damages. Liquidated damages shall be assessed in the amount of
DOLLARS
N/A
($ 0.00 ) per day, in accordance with the terms of paragraph 9 of the General Conditions.
8. Notices. Any written notice required to be given by any party to this Contract
shall be (a) delivered personally, or (b) sent by United States first class mail, postage prepaid. Notice to
the STATE shall be sent to the HOPA'S address indicated in the Contract. Notice to the CONTRACTOR
shall be sent to the CONTRACTOR'S address indicated in the Contract. A notice shall be deemed to
have been received three (3) days after mailing or at the time of actual receipt, whichever is earlier. The
CONTRACTOR is responsible for notifying the STATE in writing of any change of address.
IN VIEW OF THE ABOVE, the parties execute this Contract by their signatures, on the
dates below, to be effective as of the date first above written.
STATE
Rec ended by:
(signature)
Theodore A. Peck
(Print Name)
Ran all Kurohara, Director Energy Program Administrator
Dept. of Research & Development (Print Title)
(Date)
CONTRACTOR
APPROVED AS TO
FORM GALITY:
DEPUTY C2.PeMION COUNSEL
COUNTY 'OF HAWAII
Date
AG -002 Rev 07/24/2006
t � O � M
STATE OF HAWAII
CONTRACTOR'S ACKNOWLEDGMENT
STATE OF �avfaI I )
SS.
COUNTY OF 4A.1�'�a� I )
On this Q
UN T TAM P WMAT
day offs , c�D I 0 before me appeared
and , to me
known, to be the person(s) described in and, who, being by me duly sworn, did say th h she/the &are
MAYOR
and
_ of
the
CONTRACTOk named in the foregoing instrument, and that he /she /they is /are authorized to sign said
instrument on behalf of the CONTRACTOR, and acknowledges that he /she /they executed said
instrument as the free act and deed of the CONTRACTOR
Imo° 6 4 -
(Sienat —)
tNotary Stamp `r Sea NADINE H. POMROY
(Print Name)
Notary Public, State of kw aI I
My commission expires 07/12/2013
Doc. Date: U-rtt"t0m #Pages: 3
Notary N am e N ADINE H. P OMR � OY i Circuit
Doc. Description: CO frr +�z�C� �ftr Z s
Sero tts ; 1-0 - ( I cS�i - ati. 4�r apt � nv
i , SEP 2 7 MID
Notary Signature Date
NOTARY CERTIFICA ON
(Notary. Svnnp Uzi Seeall
AG-009 Rev 7/25/08
i�Or ht
STATE OF HAWAII
Attachment — S4
CERTIFICATE OF EXEMPTION
FROM CIVIL SERVICE
1. By Heads of Departments Delegated by the Director of the Department of Human
Resources Development ("DHRD").*
Pursuant to a delegation of the authority by the Director of DHRD, ] certify that the services to
be provided this Contract, and the persons) providing the services under this Contract are exempt
from civi s twice, pursuant to § 76 -16, Hawaii Revised Statutes (HRS).
SEP 13 2010
(sites) (Daft)
Theodore E. Liu
(lint Nu-
Director of DBEDT
(Print Title)
t This part of the form may be used by all department heads and the heads of attached agencies to whom the Director
of DHRD expressly has delegated authority to certify § 76 -16, HRS, civil service exemptions. The specific paragraphs) of
§ 76-16, HRS, upon which an excinption is based should be noted in the contract file. If an exemption is based on
§ 76- 16(6)(I 5), the contract must meet the following conditions:
(1) It involves the delivery of completed work or product by or during a specific time;
(2) There is no employee - employer rellationship; and
(3) The authorized funding for the service is from other than the "A" or personal services cost element.
NOTE: Not all attached agencies have received a delegation under § 76- 16(b)(15). If in doubt, attached agencies should
check with the Director of DHRD prior to certifying an exemption under § 76- 16(b)(1 5). Authority to certify exemptions under
§ §76- 16(6)(2}, and 76- 16(b)(12), HRS, has not been delegated; only the Director of DHRD may certify §§ 76- 16(bx2), and
76- 16(bx12) exemptions
2. By the Director of DHRD, State of Hawaii.
I certify that the services to be provided under this Contract, and the person(s) providing the
services under this Contract are exempt from the civil service, pursuant to §76 -16, HRS.
(siBati-)
(Print Name)
(lint Tine, if dcsipee of the Director of DHPD)
(Date)
AG-014 Rev 6/26/2006
! K` Oa y},
Attachment - S1
STATE OF HAWAII
SCOPE OF SERVICES
The CONTRACTOR shall perform and provide, in a satisfactory and proper manner as
determined by the STATE, the following services:
I. Submit for STATE approval a Work Order for each quarter at least four (4) weeks prior to the start
of each quarter. The first quarter Work Order shall be submitted within ten (10) days of the
effective date of this Contract.
A. Work Orders shall be in accordance with Exhibit A, "Pro -Forma for Work Orders,"
attached hereto and incorporated herein. Work Orders shall include, but not be limited to,
planned activities, deliverables, and an estimated budget for each project. The activities
and deliverables shall be as described in II.A through ME, below.
B. A notice to proceed will be issued by the STATE upon approval of each Work Order.
C. Work Orders may be amended with prior written approval of the STATE.
H. Upon receipt of an approved Work Order from the STATE, the CONTRACTOR shall perform the
following energy outreach programs:
A. REGULATORY & LEGISLATIVE PROGRAMS
1. Monitor and participate in Public Utilities Commission (PUC) proceedings and utility
resource planning activities including but not limited to PUC workshops, Hawaii Energy
Policy Forum (IlEPF) meetings, meetings of the County Green Team, meetings of the
Hawaii Electric Light Company (IELCO) Clean Energy Scenario Planning Framework
Advisory Group, initiatives of the Gas Company, and meetings related to the Hawaii Clean
Energy Initiative.
2. Monitor and submit written and oral testimonies to the Hawaii State Legislature on energy
related bills affecting Hawaii County.
3. Represent the interests of the County and work collaboratively with the State Department of
Business, Economic Development, and Tourism (DBEDT), the utilities, PUC, community
groups and private business interests to optimize utility efficiencies by reducing energy
demand, increasing renewable energy production and retiring inefficient power production
facilities. Incorporate the goals of the Hawaii Clean Energy Initiative into all efficiency and
renewable energy measures. Coordinate and assist with programs launched by the State
Department of Business, Economic Development, and Tourism's Strategic Industries
Division, including but not limited to the PACE program, the Rebuild Hawaii Consortium,
the Hawaii Clean Energy Initiative, and coordinated permitting.
4. Coordinate, lead and advocate for the implementation of the actions contained in the Hawaii
County Energy Sustainability Plan.
AG-0I l Rev 07/28/2005
Attachment - S1
STATE OF HAWAII
SCOPE OF SERVICES
B. ECONOMIC DEVELOPMENT PROJECTS
1. IECC Energy Code Development
a. Provide support, including testimony, before the Hawaii County Council, to the Hawaii
County Building Division in the application of the amended IECC building energy code
and assist with necessary research on behalf of the Building Division and testimony for
the adoption of an update of the energy code.
b. Support the development and implementation of an educational program regarding the
updated IECC Code for Building Division and the private sector.
2. Energy Efficiency Retrofits
a. Continue verification of energy savings from retrofits by performance contracting to the
Hilo Public Safety Building and Kona Police Station.
b. Monitor maintenance services provided by Honeywell Inc. under the performance
contracts for the Hilo Public Safety Building and the Kona Police Station.
c. Complete research as to necessary scope of work, available options and funding
mechanisms and then enter into performance contracts for appropriate buildings and
facilities to retrofit buildings to achieve optimum energy efficiency, including those
managed by the Hawaii County Department of Water Supply.
C. ENERGY ASSURANCE PLANNING
1. Implement Chapter 125C -32, Hawaii Revised Statutes, relating to the preparation of County
energy emergency preparedness plans that are consistent with State energy emergency
preparedness plans.
2. Maintain and implement County energy assurance plans in coordination with State energy
assurance plans upon declaration of an energy emergency by the Governor.
3. Assess the readiness of the County to an "all hazards" energy emergency in terms of three
primary areas: energy security, emergency preparedness, and critical infrastructure
protection.
4. Participate in energy assurance planning initiatives and disaster exercises to improve
preparedness for and response to energy emergencies.
5. Provide technical assistance to Hawaii County Civil Defense during energy emergencies.
6. Participate as a member and attend meetings of the Governor's Energy Emergency
Preparedness Advisory Council and the Hawaii State Energy Council.
7. Elevate the awareness of energy security and assurance issues.
AG -0I I Rev 07/28/2005
D. TECHNOLOGY MARKETING
1. Rebuild Hawaii Island
STATE OF HAWAII
SCOPE OF SERVICES
Attachment - S1
a. Attend at least half of meetings of the Rebuild Hawaii Consortium.
b. Provide assistance to other government agencies as well as private interests, schools and
community groups with their energy efficiency programs in context of the Rebuild
America program.
c. Report on energy savings achieved through retrofits of County facilities, the expansion of
renewable energy technologies and retrofits of buildings.
2. Renewable Energy Development and Distributed Generation
a. Promote the development and use of renewable energy technologies and energy
efficiency by developing and issuing Requests for Proposals (RFPs) for projects funded
in part by the County of Hawaii, and administer the contracts awarded.
b. Promote the use of renewable energy including photovoltaics, hydroelectric
microturbines, wind power, wave power, biomass, geothermal power, and the production
and utilization of hydrogen and biofuels.
c. Promote the use of distributed generation technologies for improved energy efficiency
and reliability.
d. Coordinate with County Building Division in regards to LEED certification of the
upcoming West Hawaii Civic Center located at Kealakehe, Kona.
e. Coordinate with County Building Division to ensure LEED certification on all new
County of Hawaii facilities, including photovoltaic installation.
f. Advocate for optimizing efficiency in existing and new buildings and promoting the use
of renewable energy sources at the Natural Energy Laboratory of Hawaii Authority
(NELHA) as an acting Board of Directors representative on behalf of the Mayor of the
County of Hawaii.
E. PROGRAM PLANNING AND ADMINISTRATION
1. Develop budgets and write reports, including those necessary for the quarterly and annual
reporting to STATE regarding the activities of the Neighbor Island Energy Assistance
Program.
2. Administer grants, and review environmental statements.
3. Interface with federal, state and county agencies as needed to complete the planned activities.
4. Participate in professional development and skill enhancement training related to the
optimum function of the County Energy Coordinator.
AG -011 Rev 07/78/2005
'p fi
Attachment - S1
STATE OF HAWAII
SCOPE OF SERVICES
5. Respond to information requests from the County Council and the general public, and
undertake projects assigned by the Director of Research and Development or the Mayor.
6. Oversee and manage the implementation, monitoring and reporting of the federal American
Recovery and Reinvestment Act as detailed in the scope of work for the Energy Efficiency
and Conservation Block Grant Award to the County. The implementation shall be guided by
the County's Energy Efficiency. Strategy, the Hawaii County Energy Sustainability Plan, the
Hawaii Clean Energy Initiative and the program objectives of the Neighbor Island Energy
Assistance Program.
7. Perform other energy - related tasks as approved by the STATE.
III. Reporting requirements: Submit for STATE approval the following reports:
A. Quarterly reports (original and two copies): Quarterly program reports shall be submitted no
later than five (5) working days after the ending of each quarter. Quarterly program reports shall
include, but not be limited to, a summary of the activities in meeting the goals and deliverables
of the approved Work Order, the requirements of this Contract, and any recommendations or
concerns regarding the projects.
1. Any deliverables not accomplished during a designated quarter should include an explanation
- and a brief plan for the next quarter.
2. Quarterly reports shall include reports on meetings, workshops, and conferences attended;
who scheduled the meeting, workshop, etc.; the purpose; who attended and what was
discussed or what actions were taken; conclusions reached, if any; and the
CONTRACTOR'S evaluation and recommendations.
B. A certified fiscal report shall summarize quarterly charges for deliverables in accordance with
the format specified in the attached Exhibit B, "Quarterly Fiscal Report," incorporated herein,
and submitted with quarterly invoices as specified in the attached Exhibit C, "Quarterly Invoice,"
incorporated herein.
C. Final reports: A final report shall be submitted no later than fifteen (15) calendar days after the
termination date of this Contract (original and five copies). The Final Report shall include, but
not be limited to, a summary of the CONTRACTOR'S overall efforts in meeting the
requirements of this Contract and an evaluation of all projects and recommendations for follow -
up and future activities. A certified final fiscal report, which also shall be the fiscal report for the
fourth quarter, shall account for all charges and matching funds expended for deliverables during
the period of the contract in accordance with the format specified in the attached Exhibit B,
"Quarterly Fiscal Report," incorporated herein.
AG -011 Rev 07/28/2005 4
• Attachment - S1
STATE OF HAWAII
SCOPE OF SERVICES
D. All reports shall be submitted to the Energy Program Administrator, Strategic Industries
Division, Department of Business, Economic Development, and Tourism, P.O. Box 2359,
Honolulu, Hawaii 96804.
AG -0 11 Rev 07/28/2005
or N,
t* .•sy Attachment — S2
STATE OF HAWAII
COMPENSATION AND PAYMENT SCHEDULE
The compensation for the services to be performed by the CONTRACTOR under this
Contract shall be the sum of money not to exceed SEVENTY THOUSAND NINE HUNDRED
AND TWENTY AND N01100 DOLLARS ($70,920.00), which sum shall be paid in accordance
with the following:
A. Payments shall be made by the STATE to the CONTRACTOR upon receipt of invoices and
subject to the other provisions of this section.
B. Payments shall be made in accordance with the preapproved quarterly Work Order budget.
1. Payment by Deliverables: Payment shall be made only after the STATE has determined that
the work has been satisfactorily performed and that the CONTRACTOR is entitled to receive
payment under the terms of this Contract. Deliverables are due on or before the end of the
quarter, as stated in the Work Order, unless otherwise approved by the STATE.
2. Cost Reimbursable Basis: Costs will be paid on a cost reimbursable basis to comply with
Appendix A, General Provisions, of the U.S. Department of Energy's "Grant Provisions for
State and Local Governments," paragraph Lb., which states:
"This grant is funded on an allowable cost basis without fee or profit to the grantee
organization, not to exceed the amount awarded as indicated on the face page and is subject
to a refund of unexpended funds to STATE."
C. If an amount for a reported deliverable is determined by the STATE to be inappropriate and
unallowable, the STATE may deduct an equivalent amount from the current or next payable
invoice and may withhold payment of the amount of monies equivalent to the questioned
deliverable until later resolution of the discrepancy by audit or other means.
D. Final payment shall be made upon the receipt and approval of a final program and fiscal report
and of all other deliverables and other materials to be submitted by the CONTRACTOR to the
STATE, resolution of all discrepancies in performance of services, and completion of all other
outstanding matters under this Contract.
E. The CONTRACTOR shall comply with all applicable federal laws and rules, including U.S.
Office of Management and Budget Circular A -87 and A -133; the State Energy Program
Regulations; and the U.S. Department of Energy Financial Assistance Rules, 10 CFR Chapter
H, Part 600, which are available for inspection in the office of the State of Hawaii Department
of Business, Economic Development, and Tourism's Strategic Industries Division, 235 South
Beretania Street, Room 506, Honolulu, Hawaii.
F. Funds budgeted for individual projects are estimates and are listed in Work Orders. Funds
within a project group may be shifted from one project to another within the group upon
notification to the STATE. No more than five percent (5 %) of budgeted funds in any project
group can be shifted to another project group within a Work Order without authorization from
the STATE.
AG -012 Rev 11/15/2005
Attachment — S2
STATE OF HAWAII
COMPENSATION AND PAYMENT SCHEDULE
G. The entire amount of the CONTRACTOR'S compensation as described herein is payable out
of federal funds and this contract shall be construed strictly to be a contract to pay said
compensation to the CONTRACTOR only out of federal funds when such are so received.
This contract shall not under any circumstances be construed as a contract to pay the
CONTRACTOR'S compensation out of any other funds than federal funds, as and when
received from the federal government.
AG -012 Rev 11 /15/2005 2
STATE OF HAWAII
TIME OF PERFORMANCE
Attachment — S3
Performance of services by the CONTRACTOR shall commence on the effective date of this
Agreement, and all of the services required under this Agreement shall be completed by June 30, 2011,
unless this Agreement is sooner terminated as provided herein.
This Contract may be extended for a total period of time not to exceed six (6) months. However,
the initial extension shall not exceed three (3) months with one additional extension allowable that shall
not exceed three (3) months. The CONTRACTOR shall submit any extension request in writing for
STATE approval a minimum of sixty (60) working days prior to the termination of the Contract. Said
request shall provide detailed reasons for the delay and steps to be taken to ensure the timely completion
of the project. If the STATE approves the extension request, a Supplemental Contract shall be executed
by both parties in accordance with the General Conditions. The CONTRACTOR shall not be entitled to
any additional compensation to complete the work described in the primary contract.
AG -013 Rev 11/15/2005
or hew
40 ': Attachment — S5
STATE OF HAWAII
SPECIAL CONDITIONS
1. Modification of General Conditions. For purposes of this Contract, subparagraph 20.b.
on page 10, of the General Conditions is modified to read as follows:
"20.b. Time period for claim Within ten (10) days after receipt of a written change
order under subparagraph 20a, unless the period is extended by the Agency procurement
officer in writing, the CONTRACTOR shall file notice of intent to assert a claim for an
adjustment. Later notification of intent shall not bar the CONTRACTOR'S claim unless
the STATE is prejudiced by the delay in notification."
2. Deletion of General Conditions. For purposes of this Contract, the following General
Conditions are hereby deleted from the General Conditions and have no operative effect
between the parties:
a. Subparagraphs 2.e.;
b. Subparagraph 17.d.;
C. Subparagraphs 19.g.;
d. Subparagraphs 19.h.; and
e. Subparagraph 20.c.
Audits and l:nsnections. The CONTRACTOR shall permit an authorized representative
of the STATE, at all reasonable times, to inspect and make copies of all summaries,
maps, charts, graphs, tables, recommendations, publication material, electronic records,
and other documents produced in whole or in part under this Contract. Such material
shall be delivered and surrendered to the STATE on demand and shall become the
property of the STATE. The STATE, the Department of Energy, the Comptroller
General of the Department of Energy or any of their duly authorized representatives
shall, for a period of three (3) years from the expiration of the final financial report made
under the Grant, have access to any directly pertinent books, documents, paper and
records of the CONTRACTOR involving transactions related to the performance of the
Contract for the purposes of making audit, examination, excerpts, and transcriptions. The
CONTRACTOR shall maintain all records of expenses related to this Contract by
generally accepted accounting methods and principles. All required records shall be
maintained for three (3) years after the STATE's submission of the "Financial Status
Report" under the Grant. All subcontracts awarded by the CONTRACTOR that are
payable from the Contract funds in whole or in part shall contain a provision to the same
effect.
4. Federal Audit Requirements. In accordance with S -1579 (Public Law 104 -156), the
CONTRACTOR may be subject to single audit requirements if the CONTRACTOR
expends a total amount of federal awards equal to or in excess of $500,000.00 in
aggregate expenditures for related purposes.
Nondiscrimination. The CONTRACTOR assures that the activities supported by this
Contract shall be conducted in compliance with Title VI of the Civil Rights Act of 1964,
Pub. L. No. 88 -352, as amended, Pub. L. 94-385 and the requirements imposed by the
regulations of the United States Department of Energy, 10 CFR Part 1040. In accordance
herewith, no person in the United States shall, on the grounds of race, color, or national
origin, sex (when covered by section 16 and 401), handicap, or age, be excluded from
participation in, be denied the benefits of, be subjected to discrimination under, or be
AG -015 Rev 11/15/2005
Attachment — S5
STATE OF HAWAII
SPECIAL CONDITIONS
denied employment, where any program or activity for which the CONTRACTOR
received Federal financial assistance and shall immediately take any measures necessary
to effectuate this assurance. The CONTRACTOR shall insert a similar provision in all
subcontracts for services required under this Contract.
6. Officials Not to Benefit. No member of, or delegate to, the Congress of United States of
America or resident Federal commissioner shall be admitted to any share or part of the
subgrant amount or to any benefit arising out of this Contract.
7. Acknowledgement Statement. The CONTRACTOR may publish results or other
materials of their work. However, all publications and reports produced under this
Contract are subject to the patent rights provisions of the federal grant funding this
Contract and shall contain the following statement:
"This material is funded (`in part' if appropriate) by a grant from the U.S. Department of
Energy. However, any opinions, findings, conclusions, or recommendations expressed
herein are those of the author(s) and do not necessarily reflect the views of the U.S.
Department of Energy, the State of Hawaii, or any agency or employee thereof."
8. Restriction on Lobbving. Section 319 of Public Law 101 -121 specifically prohibits
recipients of Federal contracts, grants, cooperative agreements, and loans from using
appropriated funds for attempting to influence Federal legislative and executive branch
officials regarding a specific award. Therefore, the recipient of this award shall comply
with the provisions of the Department of Energy New Restrictions on Lobbying rules, 10
CFR Part 601(1999). If the award value exceeds $100,000.00, then the grantee must
specifically comply with the provisions of 10 CFR 601.110 regarding certification and
disclosure requirements.
AG -015 Rev 11/15/2005 2
EXHIBIT A
PRO -FORMA FOR WORK ORDERS
State Energy Program — Neighbor Island Energy Assistance Program
Date:
County of
Contract No.
Contract Period.
Contract Amount. (Total amount for the Agreement)
Work Order No.
Period of- Performance: (Quarter)
Date Approved:
Budget Amount for Work Order:
I. (First Project Title)
A. Expected Outcomes
1. Project Goal
2. Project Objectives to Accomplish the Goal
B. Planned Activities — Work Plan
(Tasks to be performed to achieve Project Objectives, including
methodologies)
II. (Second Project Title), etc.
III. Budget and Deliverables
Deliverables are due on or before the end of the quarter listed above, unless
otherwise approved by the STATE.
Deliverable County Funds State Funds Budget
Amount
Project
Deliverable
Project
Deliverable
Total for the Quarter
Costs shall not exceed estimated amounts without prior approval of the STATE. Costs
will be paid on a cost - reimbursable basis.
(A Notice to Proceed will be issued after Work Order is approved by the STATE)
EXHIBIT B
QUARTERLY FISCAL REPORT
State Energy Program — Neighbor Island Energy Assistance Program
Reporting Period: (From) (To)
County of
Contract Number:
Contract Period:.
Contract Amount: (Total amount for the Agreement)
I. Fiscal Report for Reporting Period
(a) (b) (c) (d)
Invoice Variance
Budget in County Amount . Amount Percentage
Work Order Funds �Stat F and 1 fad td
Work Order # (xxx) (xxx) (xxx) (xxx) (
H. Source of County Funds
M. Balance of Funds in Contract
Total Contract Cumulative to Balance
Amount t_he W arte_r * Amount I'ercent
(xxx) (xxx) (xxx) (xx.xk %)
CERTIFICATION: I certify to the best of my knowledge and belief that this report is
correct and complete and that all charges are for the purpose and conditions of
the Agreement.
Signature Date
Type Name and Title Telephone Number
EXHIBIT C
QUARTERLY INVOICE
State Energy Program — Neighbor Island Energy Assistance Program
INVOICE #
DATE
Reporting Period: (From) (To)
County of
TO:
Energy, Resources, and Technology Program Administrator
I)BEDT ERTD
P.O. Box 2359
Honolulu, M 96804 -2359
CONTRACT NUMBER:
CONTRACT PERIOD:
CONTRACT AMOUNT:
(Total amount for the Agreement)
AMOUNT REQUESTED:
Charges by Work Order #
Amount County State Actual
Work from Funds Funds Amount Order Ex ended Exo� �
Project
Deliverable
() () () (XXX)
Deliverable
(XXX) (XXX) (XXX) (X)
Project
Deliverable
(XXX) (XXX) (XXX) (XXX)
Total:
CERTIFICATION: I certify to the best of my knowledge and belief that this invoice
correct and complete and that all charges
is
are for the purpose and conditions
Agreement.
of the
Signature Date
Type Name and Title Telephone Number
Please submit original and three copies together with detail for cost reimbursements
GENERAL CONDITIONS
Table of Contents
Pa e s
1. Coordination of Services by the STATE ...................... ...............................
2. Relationship of Parties: Independent Contractor Status and Responsibilities, Including Tax 2
Responsibilities .... ...............................
........................
3. Personnel Requirements " " " " ""
4. Nondiscrimination ........................................................ ...............................
3
5. Conflicts of Interest ..............
....................... ...............................
6. Subcontracts and Assignments .............................
7. ................................ ...............................
............................
Indemnification and Defense .....................
................................................... ...............................
8. Cost of Litigation ..............................
................................... ...............................
9.
Liquidated Damages ....... ...............................
10. STATE'S Right of Offset .......... ...............................
................................................ ...............................
11. Disputes ...............
............................... ...............................
12. Suspension of Contract ...................................................................................................... ..............................4
13. Termination for Default .... ...............................
14. Termination for Convenience .................
15. Claims Based on the Agency Procurement Officer's Actions or Omissions .....................
" " " " " " "" """""""
16. Costs and Expenses
17. Payment Procedures; Final Payment; Tax Clearance ....... ...............................
18. Federal Funds 9
.............................................. ...............................
19. Modifications of Contract ......................
..................................................... ...............................
....................
Change Order ............. ............................... ...........................10
................................. ...............................
..........
Price Adjustment ....... ...............................
.............................................. ...............................
22. Variation in Quantity for Definite Quantity Contracts ..............
23. Changes in Cost - Reimbursement Contract ....................................................................... .............................11
2 24. Confidentiality of Material ............................................................................................... .............................12
5. Publicity ................................................................ ...............................
26. Ownership Rights and Copyright .............'............... .................•...........12
27. Liens and Warranties ...................
.................................... ...............................
................ ...............................
28. Audit of Books and Records of the CONTRACTOR .......... ............................... .............13
..............................
Cost or Pricing Data .............................................. ...............................
30. Audit of Cost or Pricing Data ........... ............................... ............. .....................13
............. ...............................
31. Records Retention ......................... ......... .............................13
............................................ ...............................
32. Antitrust Claims . ...............................
33. Patented Articles ............................................................................................................... .............................13
34. Governing Law ........................................... ...............................
................................. ...............................
.... 14
35. Compliance with Laws ........... ...............................
........................................... ...............................
..............
Conflict between General Conditions and Procurement Rules ........................................ .............................14
37. Entire Contract ......................................................... ............................... ...... .............................14
....................
Severability ....................................... ...............................
........................................ .............................:.
Waiver ...................................................... ...............................
40. Pollution Control .............................................................................................................. .............................14
41. Campaign Contributions .......................................... ...............................
42. Confidentiality of Personal Information ............................... ..... .............................14
. ........ ...............................
AG-008 Rev. 4/15/2009
GENERAL CONDITIONS
Coordination of Services by the STATE The head of the purchasing agency ( "HOPA ") (which term
includes the designee of the HOPA) shall coordinate the services to be provided by the CONTRACTOR in
order to complete the performance required in the Contract. The CONTRACTOR shall maintain
communications with HOPA at all stages of the CONTRACTOR'S work, and submit to HOPA for resolution
any questions which may arise as to the performance of this Contract. "Purchasing agency" as used in these
General Conditions means and includes any governmental body which is authorized under chapter 103D,
HRS, or its implementing rules and procedures, or by way of delegation, to enter into contracts for the
procurement of goods or services or both.
2. Relationship of Parties: Ind evendent Contractor Status and Res onsibilities Including Tax Re onsibilities.
a. In the performance of services required under this Contract, the CONTRACTOR is an "independent
contractor," with the authority and responsibility to control and direct the performance and details of
the work and services required under this Contract; however, the STATE shall have a general right to
inspect work in progress to determine whether, in the STATE'S opinion, the services are being
performed by the CONTRACTOR in compliance with this Contract. Unless otherwise provided by
special condition, it is understood that the STATE does not agree to use the CONTRACTOR
exclusively, and that the CONTRACTOR is free to contract to provide services to other individuals
or entities while under contract with the STATE.
b. The CONTRACTOR and the CONTRACTOR'S employees and agents are not by reason of this
Contract, agents or employees of the State for any purpose, and the CONTRACTOR and the
CONTRACTOR'S employees and agents shall not be entitled to claim or receive from the State any
vacation, sick leave, retirement, workers' compensation, unemployment insurance, or other benefits
provided to state employees.
C. The CONTRACTOR shall be responsible for the accuracy, completeness, and adequacy of the
CONTRACTOR'S performance under this Contract. Furthermore, the CONTRACTOR intentionally,
voluntarily, and knowingly assumes the sole and entire liability to the CONTRACTOR'S employees
and agents, and to any individual not a party to this Contract, for all loss, damage, or injury caused by
the CONTRACTOR, or, the CONTRACTOR'S employees or agents in the course of their
employment.
d. The CONTRACTOR shall be responsible for payment of all applicable federal, state, and county
taxes and fees which may become due and owing by the CONTRACTOR by reason of this Contract,
including but not limited to (i) income taxes, (ii) employment related fees, assessments, and taxes,
and (iii) general excise taxes. The CONTRACTOR also is responsible for obtaining all licenses,
permits, and certificates that may be required in order to perform this Contract.
e. The CONTRACTOR shall obtain a general excise tax license from the Department of Taxation, State
of Hawaii, in accordance with section 237 -9, HRS, and shall comply with all requirements thereof.
The CONTRACTOR shall obtain a tax clearance certificate from the Director of Taxation, State of
Hawaii, and the Internal Revenue Service, U.S. Department of the Treasury, showing that all
delinquent taxes, if any, levied or accrued under state law and the Internal Revenue Code of 1986, as
amended, against the CONTRACTOR have been paid and submit the same to the STATE prior to
commencing any performance under this Contract. The CONTRACTOR shall also be solely
responsible for meeting all requirements necessary to obtain the tax clearance certificate required for
final payment under sections 103 -53 and 103D -328, HRS, and paragraph 17 of these General
Conditions.
f. The CONTRACTOR is responsible for securing all employee - related insurance coverage for the
CONTRACTOR and the CONTRACTOR'S employees and agents that is or may be required by law,
and for payment of all premiums, costs, and other liabilities associated with securing the insurance
coverage.
AG -008 Rev. 4/15/2009 2
g. The CONTRACTOR shall obtain a certificate of compliance issued by the Department of Labor and
Industrial Relations, State of Hawaii, in accordance with section103D -310, HRS, and section 3 -122-
112, HAR, that is current within six months of the date of issuance.
h. The CONTRACTOR shall obtain a certificate of good standing issued by the Department of
Commerce and Consumer Affairs, State ofHawaii, in accordance with section 103D -310, HRS, and
section 3- 122 -112, HAP, that is current within six months of the date of issuance.
i. In lieu of the above certificates from the Department of Taxation, Labor and Industrial Relations, and
Commerce and Consumer Affairs, the CONTRACTOR may submit proof of compliance through the
State Procurement Office's designated certification process.
3. Personnel Requirements
a. The CONTRACTOR shall secure, at the CONTRACTOR'S own expense, all personnel required to
perform this Contract.
b. The CONTRACTOR shall ensure that the CONTRACTOR'S employees or agents are experienced
and fully qualified to engage in the activities and perform the services required under this Contract,
and that all applicable licensing and operating requirements imposed or required under federal, state
or county law, and all applicable accreditation and other standards of quality generally accepted in
the field of the activities of such employees and agents are complied with and satisfied.
4. Nondiscrimination. No person performing work under this Contract, including any subcontractor, employee,
or agent of the CONTRACTOR, shall engage in any discrimination that is prohibited by any applicable
federal, state, or county law.
5. Conflicts of Interest. The CONTRACTOR represents that neither the CONTRACTOR, nor any employee or
agent of the CONTRACTOR, presently has any interest, and promises that no such interest, direct or indirect,
shall be acquired, that would or might conflict in any manner or degree with the CONTRACTOR'S
performance under this Contract.
6. Subcontracts and Assignments The CONTRACTOR shall not assign or subcontract any of the
CONTRACTOR'S duties, obligations, or interests under this Contract and no such assignment or subcontract
shall be effective unless (i) the CONTRACTOR obtains the prior written consent of the STATE, and (ii) the
CONTRACTOR'S assignee or subcontractor submits to the STATE a tax clearance certificate from the
Director of Taxation, State of Hawaii, and the Internal Revenue Service, U.S. Department of Treasury,
showing that all delinquent taxes, if any, levied or accrued under state law and the Internal Revenue Code of
1986, as amended, against the CONTRACTOR'S assignee or subcontractor have been paid. Additionally, no
assignment by the CONTRACTOR of the CONTRACTOR'S right to compensation under this Contract shall
be effective unless and until the assignment is approved by the Comptroller of the State of Hawaii, as
provided in section 40 -58, HRS.
a. Recoellition of a successor in interest When in the best interest of the State, a successor in interest
may be recognized in an assignment contract in which the STATE, the CONTRACTOR and the
assignee or transferee (hereinafter referred to as the "Assignee ") agree that:
(1) The Assignee assumes all of the CONTRACTOR'S obligations;
(2) The CONTRACTOR remains liable for all obligations under this Contract but waives all
rights under this Contract as against the STATE; and
(3) The CONTRACTOR shall continue to furnish, and the Assignee shall also furnish, all
required bonds.
b. Change of name. When the CONTRACTOR asks to change the name in which it holds this Contract
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
AG-008 Rev. 4/15/2009
Agency procurement officer indicating such change of name (for example, an amendment to the
CONTRACTOR'S articles of incorporation), enter into an amendment to this Contract with the
CONTRACTOR to effect such a change of name. The amendment to this Contract changing the
CONTRACTOR'S name shall specifically indicate that no other terms and conditions of this Contract
are thereby changed.
C. Reports. All assignment contracts and amendments to this Contract effecting changes of the
CONTRACTOR'S name or novations hereunder shall be reported to the chief procurement officer
(CPO) as defined in section 103D- 203(a), HRS, within thirty days of the date that the assignment
contract or amendment becomes effective.
d. Actions affecting more than one nurchasin- a Pncv Notwithstan ding the provisions of
subparagraphs 6a through 6c herein, when the CONTRACTOR holds contracts with more
purchasing agency of the State, the assignment contracts and the novat an one name
tra and change than
amendments herein authorized shall be processed only through the CPO's office.
7. Indemnification and Defense. The CONTRACTOR shall defend, indemnify,
Hawaii, the contracting agency, and their officers, employees, and agents from and against all liabilitylo sf
damage, cost, and expense, including all attorneys' fees, and all claims, suits, and demands therefore, arising
out of or resulting from the acts or omissions of the CONTRACTOR or the CONTRACTOR'S employees,
officers, agents, or subcontractors under this Contract. The provisions of this paragraph shall remain in full
force and effect notwithstanding the expiration or early termination of this Contract.
8. 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 CONTRACTOR in connection with this Contract, the CONTRACTOR shall
pay all costs and expenses incurred by or imposed on the STATE, including attorneys' fees.
9. Liquidated Dams es When the CONTRACTOR is given notice of delay or nonperformance as specified in
paragraph 13 (Termination for Default) and fails to cure in the time specified, it is agreed the CONTRACTOR
shall pay to the STATE the amount, if any, set forth in this Contract per calendar day from the date set for
cure until either (i) the STATE reasonably obtains similar goods or services, or both, if the CONTRACTOR is
terminated for default, or (ii) until the CONTRACTOR provides the goods or services, or both, if the
CONTRACTOR is not terminated for default. To the extent that the CONTRACTOR'S delay or
nonperformance is excused under paragraph 13d (Excuse for Nonperformance or Delay Performance),
liquidated damages shall not be assessable against the CONTRACTOR The CONTRACTOR remains liable
for damages caused other than by delay.
10. STATE'S Right of Offset The STATE may offset against any monies or other obligations the STATE owes
to the CONTRACTOR under this Contract, any amounts owed to the State ofHawaii by the CONTRACTOR
under this Contract or any other contracts, or pursuant to any law or other obligation owed to the State of
Hawaii by the CONTRACTOR, including, without limitation, the payment of any taxes or levies of any kind
or nature. The STATE will notify the CONTRACTOR in writing of any offset and the nature of such offset.
For purposes of this paragraph, amounts owed to the State of Hawaii shall not include debts or obligations
which have been liquidated, agreed to by the CONTRACTOR, and are covered by an installment payment or
other settlement plan approved by the State of Hawaii, provided, however, that the CONTRACTOR shall be
entitled to such exclusion only to the extent that the CONTRACTOR is current with, and not delinquent on,
any payments or obligations owed to the State of Hawaii under such payment or other settlement plan.
11. Disputes. Disputes shall be resolved in accordance with section 103D -703, HRS, and chapter 3 -126, Hawaii
Administrative Rules ( "HAR "), as the same may be amended from time to time.
12. Suspension of Contract The STATE reserves the right at any time and for any reason to suspend this
Contract for any reasonable period, upon written notice to the CONTRACTOR in accordance with
provisions herein. the
a. Order to stop performance The Agency procurement officer may, by written order to the
CONTRACTOR, at'any time, and without notice to any sure
all or any part of the performance called for by this Contract. require his order shall be for T a O specified
AG -008 Rev. 4/15/2009 4
period not exceeding sixty (60) days after the order is delivered to the CONTRACTOR, unless the
parties agree to any further period. Any such order shall be identified specifically as a stop
performance order issued pursuant to this section. Stop performance orders shall include, as
appropriate: (1) A clear description of the work to be suspended; (2) Instructions as to the issuance of
further orders by the CONTRACTOR for material or services; (3) Guidance as to action to be taken
on subcontracts; and (4) Other instructions and suggestions to the CONTRACTOR for minimiz
costs. Upon receipt of such an order, the CONTRACTOR shall forthwith comply with its terms and
suspend all performance under this Contract at the time stated, provided, however, the
CONTRACTOR shall take all reasonable steps to minimiz the occurrence of costs allocable to the
performance covered by the order during the period of performance stoppage. Before the stop
performance order expires, or within any further period to which the parties shall have agreed, the
Agency procurement officer shall either:
(1) Cancel the stop performance order; or
(2) Terminate the performance covered by such order as provided in the termination for default
Provision or the termination for convenience provision of this Contract.
b. Cancellation or expiration of the order If a stop performance order issued under this section is
cancelled at any time during the period specified in the order, or if the period of the order or any
extension thereof expires, the CONTRACTOR shall have the right to resume performance. An
appropriate adjustment shall be made in the delivery schedule or contract price, or both, and the
Contract shall be modified in writing accordingly, if
(1) The stop performance order results in an increase in the time required for, or in the
CONTRACTOR'S cost properly allocable to, the performance of any part of this Contract;
and
(2) The CONTRACTOR asserts a claim for such an adjustment within thirty (30) days after the
end of the period of performance stoppage; provided that, if the Agency procurement officer
decides that the facts justify such action, any such claim asserted may be received and acted
upon at any time prior to final payment under this Contract.
C. Termination of stopped performance If a stop performance order is not cancelled and the
performance covered by such order is terminated for default or convenience, the reasonable costs
resulting from the stop performance order shall be allowable by adjustment or otherwise.
d. Adiustment of Price. Any adjustment in contract price made pursuant to this paragraph shall be
determined in accordance with the price adjustment provision of this Contract.
13. Termination for Default
a. Default. If the CONTRACTOR refuses or fails to perform any of the provisions of this Contract with
such diligence as will ensure its completion within the time specified in this Contract, or any
extension thereof, otherwise fails to timely satisfy the Contract provisions, or commits any other
substantial breach of this Contract, the Agency procurement officer may notify the CONTRACTOR
in writing of the delay or non - performance and if not cured in ten (10) days or any longer time
specified in writing by the Agency procurement officer, such officer may terminate the
CONTRACTOR'S right to proceed with the Contract or such part of the Contract as to which there
has been delay or a failure to properly perform. In the event of termination in whole or in part, the
Agency procurement officer may procure similar goods or services in a manner and upon the terms
deemed appropriate by the Agency procurement officer. The CONTRACTOR shall continue
performance of the Contract to the extent it is not terminated and shall be liable for excess costs
incurred in procuring similar goods or services.
b. CONTRACTOR'S duties Notwithstanding termination of the Contract and subject to any directions
from the Agency procurement officer, the CONTRACTOR shall take timely, reasonable, and
AG -008 Rev. 4/15/2009 5
necessary action to protect and preserve property in the possession of the CONTRACTOR in which
the STATE has an interest.
C. Compensation. Payment for completed goods and services delivered and accepted by the STATE
shall be at the price set forth in the Contract. Payment for the protection and preservation of property
shall be in an amount agreed upon by the CONTRACTOR and the Agency procurement officer. If
the parties fail to agree, the Agency procurement officer shall set an amount subject to the
CONTRACTOR'S rights under chapter 3 -126, HAP, The STATE may withhold from amounts due
the CONTRACTOR such sums as the Agency procurement officer deems to be necessary to protect
the STATE against loss because of outstanding liens or claims and to reimburse the STATE for the
excess costs expected to be incurred by the STATE in procuring similar goods and services.
d. Excuse for nonperformance or delayed performance The CONTRACTOR shall not be in default by
reason of any failure in performance of this Contract in accordance with its terms, including any
failure by the CONTRACTOR to make progress in the prosecution of the performance hereunder
which endangers such performance, if the CONTRACTOR has notified the Agency procurement
officer within fifteen (15) days after the cause of the delay and the failure arises out ofcauses such as:
acts of God; acts of a public enemy; acts of the State and any other governmental body in its
sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other
labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by
the failure of a subcontractor to perform or to make progress, and if such failure arises out of causes
similar to those set forth above, the CONTRACTOR shall not be deemed to be in default, unless the
goods and services to be furnished by the subcontractor were reasonably obtainable from other
sources in sufficient time to permit the CONTRACTOR to meet the requirements of the Contract.
Upon request of the CONTRACTOR, the Agency procurement officer shall ascertain the facts and
extent of such failure, and, if such officer determines that any failure to perform was occasioned by
any one or more of the excusable causes, and that, but for the excusable cause, the CONTRACTOR'S
progress and performance would have met the terns of the Contract, the delivery schedule shall be
revised accordingly, subject to the rights of the STATE under this Contract. As used in this
paragraph, the term "subcontractor" means subcontractor at any tier.
e. Erroneous termination for default. If, after notice of termination of the CONTRACTOR'S right to
proceed under this paragraph, it is determined for any reason that the CONTRACTOR was not in
default under this paragraph, or that the delay was excusable under the provisions of subparagraph
13d, "Excuse for nonperformance or delayed performance," the rights and obligations of the parties
shall be the same as if the notice of termination had been issued pursuant to paragraph 14.
f. Additional rights and remedies The rights and remedies provided in this paragraph are in addition to
any other rights and remedies provided by law or under this Contract.
14. Termination for Convenience
a. Termination. The Agency procurement officer may, when the interests of the STATE so require,
terminate this Contract in whole or in part, for the convenience of the STATE. The Agency
procurement officer shall give written notice of the termination to the CONTRACTOR specifying the
part of the Contract terminated and when termination becomes effective.
b. CONTRACTOR'S.oblijzations The CONTRACTOR shall incur no further obligations in connection
with the terminated performance and on the date(s) set in the notice of termination the
CONTRACTOR will stop performance to the extent specified. The CONTRACTOR shall also
terminate outstanding orders and subcontracts as they relate to the terminated performance. The
CONTRACTOR shall settle the liabilities and claims arising out of the termination of subcontracts
and orders connected with the terminated performance subject to the STATE'S approval. The
Agency procurement officer may direct the CONTRACTOR to assign the CONTRACTOR'S right,
title, and interest under terminated orders or subcontracts to the STATE. The CONTRACTOR must
still complete the performance not terminated by the notice of termination and may incur obligations
as necessary to do so.
AG -008 Rev. 4/15/2009 6
C. Right to Qoods and work product The Agency procurement officer may require the CONTRACTOR
to transfer title and deliver to the STATE in the manner and to the extent directed by the Agency
procurement officer:
(1) Any completed goods or work product; and
(2) The partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings,
information, and contract rights (hereinafter called "manufacturing material") as the
CONTRACTOR has specifically produced or specially acquired for the performance of the
terminated part of this Contract.
The CONTRACTOR shall, upon direction of the Agency procurement officer, protect and preserve
property in the possession of the CONTRACTOR in which the STATE has an interest. If the Agency
procurement officer does not exercise this right, the CONTRACTOR shall use best efforts to sell
such goods and manufacturing materials. Use of this paragraph in no way implies that the STATE
has breached the Contract by exercise of the termination for convenience provision.
d. Compensation.
(1) The CONTRACTOR shall submit a termination claim specifying the amounts due because of
the termination for convenience together with the cost or pricing data, submitted to the extent
required by chapter 3 -122, HAP, bearing on such claim. If the CONTRACTOR fails to file
a termination claim within one year from the effective date of termination, the Agency
procurement officer may pay the CONTRACTOR, if at all, an amount set in accordance with
subparagraph 14d(3) below.
(2) The Agency procurement officer and the CONTRACTOR may agree to a settlement
provided the CONTRACTOR has filed a termination claim supported by cost or pricing data
submitted as required and that the settlement does not exceed the total Contract price plus
settlement costs reduced by payments previously made by the STATE, the proceeds of any
sales of goods and manufacturing materials under subparagraph 14c, and the Contract price
of the performance not terminated.
(3) Absent complete agreement under subparagraph 14d(2) the Agency procurement officer
shall pay the CONTRACTOR the following amounts, provided payments agreed to under
subparagraph 14d(2) shall not duplicate payments under this subparagraph for the following:
(A) Contract prices for goods or services accepted under the Contract;
(B) Costs incurred in preparing to perform and performing the terminated portion of the
performance plus a fair and reasonable profit on such portion of the performance,
such profit shall not include anticipatory profit or consequential damages, less
amounts paid or to be paid for accepted goods or services; provided, however, that if
it appears that the CONTRACTOR would have sustained a loss if the entire
Contract would have been completed, no profit shall be allowed or included and the
amount of compensation shall be reduced to reflect the anticipated rate of loss;
(C) Costs of settling and paying claims arising out of the termination of subcontracts or
orders pursuant to subparagraph 14b. These costs must not include costs paid in
accordance with subparagraph 14d(3)(B);
(D) The reasonable settlement costs of the CONTRACTOR, including accounting, legal,
clerical, and other expenses reasonably necessary for the preparation of settlement
claims and supporting data with respect to the terminated portion of the Contract and
for the termination of subcontracts thereunder, together with reasonable storage,
transportation, and other costs incurred in connection with the protection or
disposition of properly allocable to the terminated portion of this Contract. The total
sum to be paid the CONTRACTOR under this subparagraph shall not exceed the
AG -008 Rev. 4/15 /209
total Contract price plus the reasonable settlement costs of the CONTRACTOR
reduced by the amount of payments otherwise made, the proceeds of any sales of
supplies and manufacturing materials under subparagraph 14d(2), and the contract
price of performance not terminated.
(4) Costs claimed, agreed to, or established under subparagraphs 14d(2) and 14d(3) shall be in
accordance with Chapter 3 -123 (Cost Principles) of the Procurement Rules.
15. Claims Based on the Mency Procurement Officer's Actions or Omissions
a. Changes in scone If any action or omission on the part of the Agency procurement officer (which
term includes the designee of such officer for purposes of this paragraph 15) requiring performance
changes within the scope of the Contract constitutes the basis for a claim by the CONTRACTOR for
additional compensation, damages, or an extension of time for completion, the CONTRACTOR shall
continue with performance of the Contract in compliance with the directions or orders of such
officials, but by so doing, the CONTRACTOR shall not be deemed to have prejudiced any claim for
additional compensation, damages, or an extension of time for completion; provided:
(1) Written notice required The CONTRACTOR shall give written notice to the Agency
procurement officer:
(A) Prior to the commencement of the performance involved, if at that time the
CONTRACTOR knows of the occurrence of such action or omission;
(B) Within thirty (30) days after the CONTRACTOR knows of the occurrence of such
action or omission, if the CONTRACTOR did not have such knowledge prior to the
commencement of the performance; or
(C) Within such further time as may be allowed by the Agency procurement officer in
writing.
(2) Notice content. This notice shall state that the CONTRACTOR regards the act or omission
as a reason which may entitle the CONTRACTOR to additional compensation, damages, or
an extension of time. The Agency procurement officer, upon receipt of such notice, may
rescind such action, remedy such omission, or take such other steps as may be deemed
advisable in the discretion of the Agency procurement officer;
(3) Basis must be explained The notice required by subparagraph 15a(1) describes as clearly as
practicable at the time the reasons why the CONTRACTOR believes that additional
compensation, damages, or an extension of time may be remedies to which the
CONTRACTOR is entitled; and
(4) Claim must be iustified The CONTRACTOR must maintain and, upon request, make
available to the Agency procurement officer within a reasonable time, detailed records to the
extent practicable, and other documentation and evidence satisfactory to the STATE,
justifying the claimed additional costs or an extension of time in connection with such
changes.
b. CONTRACTOR not excused Nothing herein contained, however, shall excuse the CONTRACTOR
from compliance with any rules or laws precluding any state officers and CONTRACTOR from
acting in collusion or bad faith in issuing or performing change orders which are clearly not within
the scope of the Contract.
C. Price adiustment. Any adjustment in the price made pursuant to this paragraph shall be determined in
accordance with the price adjustment provision of this Contract.
16. Costs and Expenses Any reimbursement due the CONTRACTOR for per diem and transportation expenses
under this Contract shall be subject to chapter 3 -123 (Cost Principles), HAR, and the following guidelines:
AG -008 Rev. 4/15/2009
a. Reimbursement for air transportation shall be for actual cost or coach class air fare, whichever is less.
b. Reimbursement for ground transportation costs shall not exceed the actual cost of renting an
intermediate -sized vehicle.
C. Unless prior written approval of the HOPA is obtained, reimbursement for subsistence allowance
(i.e., hotel and meals, etc.) shall not exceed the applicable daily authorized rates for inter -island or
out -of -state travel that are set forth in the current Governor's Executive Order authorizing adjustments
in salaries and benefits for state officers and employees in the executive branch who are excluded
from collective bargaining coverage.
17. Payment Procedures: Final Payment, Clearance
a. Original invoices required. All payments under this Contract shall be made only upon submission by
the CONTRACTOR of original invoices specifying the amount due and certifying that services
requested under the Contract have been performed by the CONTRACTOR according to the Contract.
b. Subject to available funds Such payments are subject to availability of funds and allotment by the
Director of Finance in accordance with chapter 37, HRS. Further, all payments shall be made in
accordance with and subject to chapter 40, HRS.
C. Prompt payment.
(1) Any money, other than retainage, paid to the CONTRACTOR shall be disbursed to
subcontractors within ten (10) days after receipt of the money in accordance with the
terms of the subcontract; provided that the subcontractor has met all the terms and
conditions of the subcontract and there are no bona fide disputes; and
(2) Upon final payment to the CONTRACTOR, full payment to the subcontractor,
including retainage, shall be made within ten (10) days after receipt of the money;
provided that there are no bona fide disputes over the subcontractor's performance
under the subcontract.
d. Final payment. Final payment under this Contract shall be subject to sections 103 -53 and 103D -328,
HRS, which require a tax clearance from the Director of Taxation, State of Hawaii, and the Internal
Revenue Service, U.S. Department of Treasury, showing that all delinquent taxes, if any, levied or
accrued under state law and the Internal Revenue Code of 1986, as amended, against the
CONTRACTOR have been paid. Further, in accordance with section 3- 122 -112, HAR,
CONTRACTOR shall provide a certificate affirming that the CONTRACTOR has remained in
compliance with all applicable laws as required by this section.
18. Federal Funds. If this Contract is payable in whole or in part from federal funds, CONTRACTOR agrees that,
as to the portion of the compensation under this Contract to be payable from federal funds, the
CONTRACTOR shall be paid only from such funds received from the federal government, and shall not be
paid from any other funds. Failure of the STATE to receive anticipated federal funds shall not be considered
a breach by the STATE or an excuse for nonperformance by the CONTRACTOR
19. Modifications of Contract.
a. In writing. Any modification, alteration, amendment, change, or extension of any term, provision, or
condition of this Contract permitted by this Contract shall be made by written amendment to this
Contract, signed by the CONTRACTOR and the STATE, provided that change orders shall be made
in accordance with paragraph 20 herein.
b. No oral modification. No oral modification, alteration, amendment, change, or extension of any
term, provision, or condition of this Contract shall be permitted.
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C. A2encv procurement officer By written order, at any time, and without notice to any surety, the
Agency procurement officer may unilaterally order of the CONTRACTOR:
(A) Changes in the work within the scope of the Contract; and
(B) Changes in the time of performance of the Contract that do not alter the scope of the Contract
work.
d. Adjustments of price or time for performance
CO If any modification increases or decreases the
NTRACTOR'S cost of, or the time required for, performance of any part of the work under this
Contract, an adjustment shall be made and this Contract modified in writing accordingly. Any
adjustment in contract price made pursuant to this clause shall be determined, where applicable, in
accordance with the price adjustment clause of this Contract or as negotiated.
e. Claim barred after fmal pavment No claim by the CONTRACTOR for an adjustment hereunder
shall be allowed if written modification of the Contract is not made prior to final payment under this
Contract.
f Claims not barred. In the absence of a written contract modification, nothing in this clause shall be
deemed to restrict the CONTRACTOR'S right to pursue a claim under this Contract or for a breach of
contract.
g. CPO approval If this is a professional services contract awarded pursuant to section 103D -303 or
103D -304, HM, any modification, alteration, amendment, change, or extension of any term, OR
provision, or condition of this Contract which increases the amount payable to the CONTRACT
by at least $25,000.00 or ten per cent (10 %) of the initial contract price, whichever increase is higher,
must receive the prior approval of the CPO.
h. Tax clearance. The STATE may, at its discretion, require the CONTRACTOR to submit to the
STATE, prior to the STATE'S approval of any modification, alteration, amendment, change, or
extension of any term, provision, or condition of this Contract, a tax clearance from the Director of
Taxation, State ofHawaii, and the Internal Revenue Service, U.S. Department of Treasury, showing
that all delinquent taxes, if any, levied or accrued under state law and the Internal Revenue Code of
1986, as amended, against the CONTRACTOR have been paid.
Sole source contracts. Amendments to sole source contracts that would change the original scope of
the Contract may only be made with the approval of the CPO. Annual renewal of a sole source
contract for services should not be submitted as an amendment.
20. Chan e Order. The Agency procurement officer may, by a written order signed only by the STATE, at any
time, and without notice to any surety, and subject to all appropriate adjustments, make changes within the
general scope of this Contract in any one or more of the following:
(1) Drawings, designs, or specifications, if the goods or services to be furnished are to be
specially provided to the STATE in accordance therewith;
(2) Method of delivery; or
(3) Place of delivery.
a. Adiustments of price or time for performance If any change order increases or decreases the
CONTRACTOR'S cost of, or the time required for, performance of any part of the work under this
Contract, whether or not changed by the order, an adjustment shall be made
modi and the Contract
fied in writing accordingly. Any adjustment in the Contract price made pursuant to this
provision shall be determined in accordance with the price adjustment provision of this Contract.
Failure of the parties to agree to an adjustment shall not excuse the CONTRACTOR from proceeding
with the Contract as changed, provided that the Agency procurement officer promptly and duly
makes the provisional adjustments in payment or time for performance as may be reasonable. By
AG -008 Rev. 4/15/2009 10
proceeding with the work, the CONTRACTOR shall not be deemed to have prejudiced any claim for
additional compensation, or any extension of time for completion.
Time period for claim. Within ten (10) days after receipt of a written change order under
subparagraph 20a, unless the period is extended by the Agency procurement officer in writing, the
CONTRACTOR shall respond with a claim for an adjustment. The requirement for a timely written
response by CONTRACTOR cannot be waived and shall be a condition precedent to the assertion of
a claim.
Claim barred after final payment No claim by the CONTRACTOR for an adjustment hereunder
shall be allowed if a written response is not given prior to final payment under this Contract.
d. Other claims not barred. In the absence of a change order, nothing in this paragraph 20 shall be
deemed to restrict the CONTRACTOR'S right to pursue a claim under the Contract or for breach of
contract.
21. Price Adiustment.
Price adjustment. Any adjustment in the contract price pursuant to a provision in this Contract shall
be made in one or more of the following ways:
(1) By agreement on a fixed price adjustment before commencement of the pertinent
performance or as soon thereafter as practicable;
(2) By unit prices specified in the Contract or subsequently agreed upon;
(3) By the costs attributable to the event or situation covered by the provision, plus appropriate
profit or fee, all as specified in the Contract or subsequently agreed upon;
(4) In such other manner as the parties may mutually agree; or
(5) In the absence of agreement between the parties, by a unilateral determination by the Agency
procurement officer of the costs attributable to the event or situation covered by the
provision, plus appropriate profit or fee, all as computed by the Agency procurement officer
in accordance with generally accepted accounting principles and applicable sections of
chapters 3 -123 and 3 -126, HAR.
b. Submission of cost or vricing data The CONTRACTOR shall provide cost or pricing data for any
price adjustments subject to the provisions of chapter 3 -122, HAR.
22. Variation in Quantity for Definite Quantity Contracts Upon the agreement of the STATE and the
CONTRACTOR, the quantity of goods or services, or both, if a definite quantity is specified in this Contract,
may be increased by a maximum of ten per cent (10 %); provided the unit prices will remain the same except
for any price adjustments otherwise applicable; and the Agency procurement officer makes a written
determination that such an increase will either be more economical than awarding another contract or that it
would not be practical to award another contract.
23. Changes in Cost - Reimbursement Contract If this Contract is a cost - reimbursement contract, the following
provisions shall apply:
The Agency procurement officer may at any time by written order, and without notice to the sureties,
if any, make changes within the general scope of the Contract in any one or more of the following:
(1) Description of performance (Attachment 1);
(2) Time of performance (i.e., hours of the day, days of the week, etc.);
(3) Place of performance of services;
AG -008 Rev. 4/152009 11
(4) Drawings, designs, or specifications when the supplies to be furnished are to be specially
manufactured for the STATE in accordance with the drawings, designs, or specifications;
(5) Method of shipment or packing of supplies; or
(6) Place of delivery.
b. If any change causes an increase or decrease in the estimated cost of, or the time required for
performance of, any part of the performance under this Contract, whether or not changed by the
order, or otherwise affects any other terms and conditions of this Contract, the Agency procurement
officer shall make an equitable adjustment in the (1) estimated cost, delivery or completion schedule,
or both; (2) amount of any fixed fee; and (3) other affected terms and shall modify the Contract
accordingly.
C. The CONTRACTOR must assert the CONTRACTOR'S rights to an adjustment under this provision
within thirty (30) days from the day of receipt of the written order. However, if the Agency
procurement officer decides that the facts justify it the Agency procurement officer may receive and
act upon a proposal submitted before final payment under the Contract.
d. Failure to agree to any adjustment shall be a dispute under paragraph 11 of this Contract. However,
nothing in this provision shall excuse the CONTRACTOR from proceeding with the Contract as
changed.
e. Notwithstanding the terms and conditions of subparagraphs 23a and 23b, the estimated cost of this
Contract and, if this Contract is incrementally funded, the funds allotted for the performance of this
Contract, shall not be increased or considered to be increased except by specific written modification
of the Contract indicating the new contract estimated cost and, if this contract is incrementally
funded, the new amount allotted to the contract.
24. Confidentiality of Material
a. All material given to or made available to the CONTRACTOR by virtue of this Contract, which is
identified as proprietary or confidential information, will be safeguarded by the CONTRACTOR and
shall not be disclosed to any individual or organization without the prior written approval of the
STATE.
b. All information, data, or other material provided by the CONTRACTOR to the STATE shall be
subject to the Uniform Information Practices Act, chapter 92F, HRS.
25. Publicity. The CONTRACTOR shall not refer to the STATE, or any office, agency, or officer thereof, or any
state employee, including the HOPA, the CPO, the Agency procurement officer, or to the services or goods,
or both, provided under this Contract, in any of the CONTRACTOR'S brochures, advertisements, or other
publicity of the CONTRACTOR All media contacts with the CONTRACTOR about the subject matter of
this Contract shall be referred to the Agency procurement officer.
26. Ownership Rights and Copyright The STATE shall have complete ownership of all material, both finished
and unfinished, which is developed, prepared, assembled, or conceived by the CONTRACTOR pursuant to
this Contract, 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 Contract. The STATE, in its sole discretion,
shall have the exclusive right to copyright any product, concept, or material developed, prepared, assembled,
or conceived by the CONTRACTOR pursuant to this Contract.
27. Liens an d Warranties. Goods provided under this Contract shall be provided free of all liens and provided
together with all applicable warranties, or with the warranties described in the Contract documents, whichever
are greater.
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28. Audit of Books and Records of the CONTRACTOR The STATE may, at reasonable times and places, audit
the books and records of the CONTRACTOR, prospective contractor, subcontractor, or prospective
subcontractor which are related to:
a. The cost or pricing data, and
b. A state contract, including subcontracts, other than a firm fixed -price contract.
29. Cost or Pricing Data Cost or pricing data must be submitted to the Agency procurement officer and timely
certified as accurate for contracts over $100,000 unless the contract is for a multiple -term or as otherwise
specified by the Agency procurement officer. Unless otherwise required by the Agency procurement officer,
cost or pricing data submission is not required for contracts awarded pursuant to competitive sealed bid
procedures.
If certified cost or pricing data are subsequently found to have been inaccurate, incomplete, or noncurrent as
of the date stated in the certificate, the STATE is entitled to an adjustment of the contract price, including
profit or fee, to exclude any significant sum by which the price, including profit or fee, was increased because
of the defective data. It is presumed that overstated cost or pricing data increased the contract price in the
amount of the defect plus related overhead and profit or fee. Therefore, unless there is a clear indication that
the defective data was not used or relied upon, the price will be reduced in such amount.
30. Audit of Cost or Pricing Data When cost or pricing principles are applicable, the STATE may require an
audit of cost or pricing data.
31. Records Retention.
(1) Upon any termination of this Contract or as otherwise required by applicable law,
CONTRACTOR shall, pursuant to chapter 487R, HRS, destroy all copies (paper or electronic
form) of personal information received from the STATE.
(2) The CONTRACTOR and any subcontractors shall maintain the files, books, and records that relate to
the Contract, including any personal information created or received by the CONTRACTOR on
behalf of the STATE, and any cost or pricing data, for at least three (3) years after the date of final
payment under the Contract. The personal information shall continue to be confidential and shall
only be disclosed as permitted or required by law. After the three (3) year, or longer retention period
as required by law has ended, the files, books, and records that contain personal information shall be
destroyed pursuant to chapter 487R, HRS or returned to the STATE at the request of the STATE.
32. Antitrust Claims. The STATE and the CONTRACTOR recognize that in actual economic practice,
overcharges resulting from antitrust violations are in fact usually bome by the purchaser. Therefore, the
CONTRACTOR hereby assigns to STATE any and all claims for overcharges as to goods and materials
purchased in connection with this Contract, except as to overcharges which result from violations
commencing after the price is established under this Contract and which are not passed on to the STATE
under an escalation clause.
33. Patented Articles. The CONTRACTOR shall defend, indemnify, and hold harmless the STATE, and its
officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including all
attorneys fees, and all claims, suits, and demands arising out of or resulting from any claims, demands, or
actions by the patent holder for infringement or other improper or unauthorized use of any patented article,
patented process, or patented appliance in connection with this Contract. The CONTRACTOR shall be solely
responsible for correcting or curing to the satisfaction of the STATE any such infringement or improper or
unauthorized use, including, without limitation: (a) furnishing at no cost to the STATE a substitute article,
process, or appliance acceptable to the STATE, (b) paying royalties or other required payments to the patent
holder, (c) obtaining proper authorizations or releases from the patent holder, and (d) furnishing such security
to or making such arrangements with the patent holder as may be necessary to correct or cure any such
infringement or improper or unauthorized use.
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34. Governing Law. The validity of this Contract and any of its terms or provisions, as well as the rights and
duties of the parties to this Contract, shall be governed by the laws of the State of Hawaii. Any action at law
or in equity to enforce or interpret the provisions of this Contract shall be brought in a state court of
competent jurisdiction in Honolulu, Hawaii.
35. Compliance with Laws The CONTRACTOR shall comply with all federal, state, and county laws,
ordinances, codes, rules, and regulations, as the same may be amended from time to time, that in any way
affect the CONTRACTOR'S performance of this Contract.
36. Conflict Between General Conditions and Procurement Rules. In the event of a conflict between the General
Conditions and the procurement rules, the procurement rules in effect on the date this Contract became
effective shall control and are hereby incorporated by reference.
37. Entire Contract. This Contract sets forth all of the agreements, conditions, understandings, promises,
warranties, and representations between the STATE and the CONTRACTOR relative to this Contract. This
Contract supersedes all prior agreements, conditions, understandings, promises, warranties, and
representations, which shall have no further force or effect. There are no agreements, conditions,
understandings, promises, warranties, or representations, oral or written, express or implied, between the
STATE and the CONTRACTOR other than as set forth or as referred to herein.
38. Severability. In the event that any provision of this Contract 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
Contract.
39. Waiver. The failure of the STATE to insist upon the strict compliance with any term, provision, or condition
of this Contract shall not constitute or be deemed to constitute a waiver or relinquishment of the STATE'S
right to enforce the same in accordance with this Contract. The fact that the STATE specifically refers to one
provision of the procurement rules or one section of the Hawaii Revised Statutes, and does not include other
provisions or statutory sections in this Contract shall not constitute a waiver or relinquishment of the
STATE'S rights or the CONTRACTOR'S obligations under the procurement rules or statutes.
40. Pollution Control. If during the performance of this Contract, the CONTRACTOR encounters a "release" or
a "threatened release" of a reportable quantity of a "hazardous substance," "pollutant," or "contaminant" as
those terms are defined in section 128D -1, HRS, the CONTRACTOR shall immediately notify the STATE
and all other appropriate state, county, or federal agencies as required by law. The Contractor shall take all
necessary actions, including stopping work, to avoid causing, contributing to, or making worse a release of a
hazardous substance, pollutant, or contaminant, and shall promptly obey any orders the Environmental
Protection Agency or the state Department of Health issues in response to the release. In the event there is an
ensuing cease -work period, and the STATE determines that this Contract requires an adjustment of the time
for performance, the Contract shall be modified in writing accordingly.
41. Campaign Contributions The CONTRACTOR is hereby notified of the applicability of 11- 205.5, HRS,
which states that campaign contributions are prohibited from specified state or county government contractors
during the terms of their contracts if the contractors are paid with funds appropriated by a legislative body.
42. Confidentiality of Personal Information
a. Defmitions.
"Personal information" means an individual's first name or first initial and last name in
combination with any one or more of the following data elements, when either name or data
elements are not encrypted:
(1) Social security number;
(2) Driver's license number or Hawaii identification card number, or
AG -008 Rev. 4/152009 14
(3) Account number, credit or debit card number, access code, or password that would permit
access to an individual's financial information.
Personal information does not include publicly available information that is lawfully made
available to the general public from federal, state, or local government records.
"Technological safeguards" means the technology and the policy and procedures for use of the
technology to protect and control access to personal information.
b. Confidentiality of Material
(1) All material given to or made available to the CONTRACTOR by the STATE by virtue
of this Contract which is identified as personal information, shall be safeguarded by the
CONTRACTOR and shall not be disclosed without the prior written approval of the
STATE.
(2) CONTRACTOR agrees not to retain, use, or disclose personal information for any
purpose other than as permitted or required by this Contract.
(3) CONTRACTOR agrees to implement appropriate "technological safeguards" that are
acceptable to the STATE to reduce the risk of unauthorized access to personal
information.
(4) CONTRACTOR shall report to the STATE in a prompt and complete manner any
security breaches involving personal information.
(5) CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect that is
known to CONTRACTOR because of a use or disclosure of personal information by
CONTRACTOR in violation of the requirements of this paragraph.
(6) CONTRACTOR shall complete and retain a log of all disclosures made of personal
information received from the STATE, or personal information created or received by
CONTRACTOR on behalf of the STATE.
C. Security Awareness Training and Confidentiality Agreements
(1) CONTRACTOR certifies that all of its employees who will have access to the personal
information have completed training on security awareness topics relating to protecting
personal information.
(2) CONTRACTOR certifies that confidentiality agreements have been signed by all of its
employees who will have access to the personal information acknowledging that:
(A) The personal information collected, used, or maintained by the CONTRACTOR
will be treated as confidential;
(B) Access to the personal information will be allowed only as necessary to perform
the Contract; and
(C) Use of the personal information will be restricted to uses consistent with the
services subject to this Contract.
d. Termination for Cause. In addition to any other remedies provided for by this Contract, if the
STATE learns of a material breach by CONTRACTOR of this paragraph by CONTRACTOR, the
STATE may at its sole discretion:
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(1) Provide an opportunity for the CONTRACTOR to cure the breach or end the violation; or
(2) Immediately terminate this Contract.
In either instance, the CONTRACTOR and the STATE shall follow chapter 487N, HRS, with
respect to notification of a security breach of personal information.
e. Records Retention.
(1) Upon any termination of this Contract or as otherwise required by applicable law,
CONTRACTOR shall, pursuant to chapter 487R, HRS, destroy all copies (paper or
electronic form) of personal information received from the STATE.
(2) The CONTRACTOR and any subcontractors shall maintain the files, books, and records
that relate to the Contract, including any personal information created or received by the
CONTRACTOR on behalf of the STATE, and any cost or pricing data, for at least three
(3) years after the date of final payment under the Contract. The personal information
shall continue to be confidential and shall only be disclosed as permitted or required by
law. After the three (3) year, or longer retention period as required by law has ended, the
files, books, and records that contain personal information shall be destroyed pursuant to
chapter 487R, HRS or returned to the STATE at the request of the STATE.
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