Hawaii DPS - GTL Contract 2017
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STATE OF HAWAll CONTRACT FOR GOODS OR SERVICES BASED UPON COMPETITIVE SEALED PROPOSALS QC T This Contract, executed on the respective dates indicated below, is effective as of 2 3, 2~, between Department of Public Safety f!l/llllllllll/llllllllllllflllfllllllfllflllflf!ll/ll/lllllll/lllll (lns•rl name ofstatt department. agency. board or commission) State of Hawaii ("STATE"), by its Director /lflllflllfllfllllflllllllllflllllllfllllllllllllll/llllllllllfllllllllllflllllflflllllll!llll!lfflllllll , (Insert title ofperson signing for State) {hereafter also referred to as the HEAD OF THE PURCHASING AGENCY or designee ("HOPA")), whose address is 919 Ala Moana Boulevard, Room 400, Honolulu, Hawaii 96814 /l///f/Jfl/lllllflllllllllllllllllllllllllllllll l/llllllllllllllllll/lllfl/l/l/lllll/ll/lllll/lll/l/!1/lllllflllllllllllllllllllllllll and Global Tei-Link Corporation llllllflllllllllllllll/lll/llll/llll/llll ("CONTRACTOR"), a Corporation tlllllllllllllllllllllfllllllllflllllllllllllllllllllllllllllll/llIIllllllllllllllllllllllllllllllllllllfllIIlllllllllll (ltrsert corporation, partnership.joint venwrr. sol• proprietorship. orothtr legal form ofthe Contractor) under the laws of the State of Idaho llllllllllllllllllllllllllllfll/llll/l/llllllll/lll , whose business address and federal and state taxpayer identification numbers are as follows: 12021 Sunset Hills Road, Suite 1OOllllllll/llflllllll/lf/ll Reston, Virginia 20190; l/llllllll/l/lllllllllllllllllllllll/llll/llllllllll/lllllllllllllllllllllll RECITALS A. The STATE desires to retain and engage the CONTRACTOR to provide the goods or services, or both, described in this Contract and its attachments, and the CONTRACTOR is agreeable to providing said goods or services or both. B. The STATE has issued a request for competitive sealed proposals, and has received and reviewed proposals submitted in response to the request. C. The solicitation for proposals and the selection of the CONTRACTOR were made in accordance with section 103D-303, Hawaii Revised Statutes ("HRS"), Hawaii Administrative Rules, Title 3, Department of Accounting and General Services, Subtitle 11 ("HAR"), Chapter 122, Subchapter 6, and applicable procedures established by the appropriate Chief Procurement Officer ("CPO"). D. The CONTRACTOR has been identified as the responsible and responsive offeror whose proposal is the most advantageous for the STATE, taking into consideration price and the evaluation factors set forth in the request. E. Pursuant to Hawaii Revised Statutes, Chapters 1030-303 and 353 C2 , the STATE fugal 0111/iority 10 enter Into this Contracl) is authorized to enter into this Contract. F. Money is available to fund this Contract pursuant to: ( 1) Nat Applicable /ff/Ill/fl/fl/IIll/lllllllf/Ill/IIII/II/Ifl/llllllllllllllllll//I/JI/I/III/I/Ill/II/If/1111 /fll/lllll//lllII/IIlll//lll!llllllllllIIIIIll/IIllllllll/lllJI (ldenlijj! state sources) or (2) Not Appllca ble IIllllllI l!l/llfl!lllllllllflllllf/IIIIJ/JIJIIlllllllllllllllll/llllllllllllllllllllJ/JJ/J/11flI/If/II/lllll/llllllllllllllllflllflll!lllll/llllflll (Identify federal sorrrces) or both, in the following amounts: State $ Not Applicable J/flflllllllllll/llflllll/lllllllllllllllfllll//Jllllllllff/IJllll/ftJllll/llllfll Federal $ Not Applicable lllJlllllllllllllllllllllllJlllllllllllJ/JJJ/JIJllllllJl/llllfllfllllflllllllJllll NOW, THEREFORE, in consideration of the promises contained in this Contract, the STATE and the CONTRACTOR agree as follows: I. 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 the request for competitive sealed proposals number PSD 16-COR-17 ("RFP") and the CONTRACTOR'S accepted proposal ("Proposal"), both of which, even if not physically attached to this Contract, are made a part of this Contract. 2. Compensation. The CONTRACTOR shall be compensated for goods supplied AG-004 Rev. 11/15/2005 or services performed, or both, under this Contract in a total amount not to exceed Not Applicable 111111!111111IfIllIfI!/IfIII11111IIIfII!IIllIIIIIfII!!IIIIIIIl!lIllIllIIllllIIIIl!lIIIIllIllIIIIIIllIIllII!IIf1111/IIIIllllIllIf111111111 DOLLARS ($ NA ), including approved costs incurred and taxes, at the time and in the manner set forth in the RFP and CONTRACTOR'S Proposal. 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 Performance set forth in Attachment-S3, which is made a part of this Contract. 4. Bonds. The CONTRACTOR D is required to provide or [{] is not required to provide: D a performance bond, D a payment bond, [{] a performance and payment bond in the amount of Not Applicable lllllllfllllllllllllllllllllllllllll!l!llflllllllfllll!llllf!llllll/l/f DOLLARS ($ NA ). 5. Standards of Conduct Declaration. The Standards of Conduct Deelaration of the CONTRACTOR is attached to and made a part of this Contract. 6. Other Tenns 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. In the event of a conflict among the documents, the order of precedence shall be as follows: ( 1) this Contract, including all attachments and addenda; (2) the RFP, including all attachments and addenda; and (3) the Proposal. 7. Liquidated Damages. Liquidated damages shall be assessed in the amount of Not Applicable IfIIIIllII1111////fII!Ifl!I 11111IIIffl/IIIfIIIllIllfl/I/I/II111IIll/f///11//Illfl/III/I/IIIIIII1111IllIfIllIllIllI/1111IIIIIfIfI/IllIf DOLLARS ($ NA ) per day, in accordance with the terms of paragraph 9 of the General Conditions. 8. Notices. Any written notice required to be given by a 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 HO PA'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. "" ·' /.L--~...-_,,,_,.!!!!!!!!!!!!!!!!!!!!!!!!!!""""'="'"""""''""""'""""'""""'""""'"""""""""" (Signature) Nolan P. Espinda (Print Name) Director (Print Titfe) rnaieJ { O /i,z.? J I CONTRACTOR Global Te1•unk Corporation \ - Jeffrey B. Haidinger I (Pn·m Name) President & Chief of Business Solutions (Prim Title) (Date) J...J~}-'U.\.J L--..lL.U.L.ll"')' '-'f"llV1QJ ..__ *Evidence of authority' of the CONTRACTOR'S representative to sign this Contract for the CONTRACTOR must be attached. AG-004 Rev 1111512005 2 * STATE OF HAWAII CONTRACTOR'S ACKNOWLEDGMENT S'fA!fE OF Commonwealth of Virginia ------ ) )SS. ) COUNTY OF Fairfax On this 25th -------- day of September Jeffrey Haidinger 2017 --- before me appeared and llllllfllllllllllll//1111//lll/llll/1111/lll/l/lll/llll/llllll//11/ll/llllll/lllll , to me known, to be the person(s) described in and, who, being by me duly sworn, did say that he/she/they is/are President & Chief of Business Solutions and /////II/ I////I/IIIllIllIllIII/II11111II/II IIll II/////IllIIIll II1111I1111III 0f -----------------~ Global Tel"Link Corporation //////lllll/lllll//1/llf//l/l/ll/lllllll////f/fl/f//l/llllflll/llfl/f//lf//l/lllll/l///fl/ll//lfllll///ll////lllJll//////lllllll/I , the CONTRACTOR 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. · Andrea Payne Melara (Print Nnm•) Notary Public, State ef My commission expires: Doc. Date: --------~ Notary Name: Andrea Payne Melera #Pages: 40 ----~ - - - - Circuit Doc. Description: State of Hawaii, Contract for Goods or Services, Based Upon Competitive Sealed Proposals /lllll/llllllll///llll/lllllllllll//llll IllIfIfIll/IllIllIII!IIllI/I/II/I11111IllIll II/II//IIIIIllIIII/I/IIIll II/ III/11111111/11111IllIll//111111111II September 25, 2017 Notary ;:s1gnarure v NOTARY CERTIFICATION AG-009 Rev 7/25/08 Date Commonwealth of Virginia March 31, 2018 STATE OF HAWAII CONTRACTOR'S 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 but excluding the courts. "Controlling interest" means an interest in a business or other undertaking which is sufficient in fact to control, whether the interest is greater or less than fifty per cent (50%). "Employee" means any nominated, appointed, or elected officer or employee of the State, including members of boards, commissions, and committees, and employees under contract to the State or of the constitutional convention, but excluding legislators, delegates to the constitutional convention, justices, and judges. (Section 84-3, HRS). On behalf of Global Tel*Link Corporation //lll/f//llllll//ll//lllllllllll///lll/f//llllll//ll!/lllllf//l/l/l//ll , CONTRACTOR, the undersigned does declare as follows: 1. 2. CONTRACTOR D is• ~ is not a legislator or an employee or a business in which a legislator or an employee has a controlling interest. (Section 84-15(a), HRS). CONTRACTOR has not been represented or assisted personally in the matter by an individual who has been an employee of the agency awarding this Contract within the preceding two years and who participated while so employed in the matter with which the Contract is directly concerned. (Section 84-15(b), HRS). 3. CONTRACTOR has not been assisted or represented by a legislator or employee for a fee or other compensation to obtain this Contract and will not be assisted or represented by a legislator or employee for a fee or other compensation in the perfonnance of this Contract, if the legislator or employee had been involved in the development or award of the Contract. (Section 84-14 (d), HRS). 4. CONTRACTOR has not been represented on matters related to this Contract, for a fee or other consideration by an individual who, within the past twelve (12) months, has been an agency employee, or in the case of the Legislature, a legislator, and participated while an employee or legislator on matters related to this Contract. (Sections 84-18(b) and (c}, HRS). CONTRACTOR understands that the Contract to which this document is attached is voidable on 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, compensation, gift, or profit received by any person as a result of a violation of the Code of Ethics may be recovered by the ST A TE. CONTRACT • Reminder to Agency: If the "is" block is checked and ifthe Contract involves goods or services ofa value in excess of$10,000, the Contract must be awarded by competitive sealed bidding under section 1030-302, HRS, or a competitive sealed proposal under section l03D-303, HRS. Otherwise, the Agency may not award the Contract unless it posts a notice of its intent to award it and files a copy of the notice with the State Ethics Commission. (Section 84-IS(a), HRS). AG-010 Rev I 1/ 15/2005 By (Signature) - - - - - - - - - - - . . . . , , - - - - Print Name Jeffrey Haidinger Print Title President & Chief of Business Solutions Name of Contractor Global Tel*Link Corporation Ill/I/I Date 4uh1, Attachment- Sl STATE OF HAWAII SCOPE OF SERVICES The CONTRACTOR agrees to perform those seNices described in the "Request for Proposals", RFP Number PSD 16-COR-17, Inmate Telephone System (ITS) for Correctional Facilities Statewide, dated May 8, 2016, Addenda A (5/9/16), B (5/16/16), C (5/25/16), D {5/27/16), E (6/9/16), F (6/14/17) and G - BAFO (8/1/16), the CONTRACTOR's Proposal submitted on June 30, 2016 and Best and Final Offer submitted on August 31, 2016, are referenced herein, and made a part of this contract. Such terms and conditions include, but are not limited 1o the following; 1. The CONTRACTOR shall install and provide maintenance for a secure, one-way, automated, account paid debit ITS for its local, intraLATA, interLATA, international, and telecommunications device for the deaf (TDD) telephone calls for the PSD's eight correctional facilities statewide. 2. The CONTRACTOR shall install/replace/add ITS equipment as described and listed in RFP Number PSD 16-COR-17, Inmate Telephone System (ITS) for Correctional Facilities Statewide, Addendum D (revised site maps), dated May 27, 2016. Site location maps are attached in this contract for reference. 3. The CONTRACTOR agrees to include its "Investigative Features" module in its entirety to include the following: Voice IQ Voice Biometrics Identification, GTL Data IQ Advanced Investigative Data Analysis, Call IQ Keyword Search, Standard Visitation Phone Recording and PIN Implementation, Called Party IQ Inmate to Inmate Call Detection, Location IQ Location Based SeNices, Phone IQ Phone Type Identification, and Mobile IQ Mobile Device Detection & Analysis to ITS. 4. The CONTRACTOR shall consult with the PSD to review and discuss strategy and projected timetable of the ITS ordering, installation, acceptance testing, cutover, and training of PSD personnel. The CONTRACTOR shall submit a project timeline for review and approval prior to the start of installation. · 5. The CONTRACTOR shall agree to obtain PSD's written permission before proceeding with any work that requires cutting into or through girders, beams, concrete or tile floors, partitions or ceilings, and any work that may impair fireproofing or moisture proofing, or potentially cause any structural damage. 6. The CONTRACTOR shall be responsible for all installation of equipment in accordance with the specifications contained in the manufacturer's installation instructions. 7. PSD does not make any representation regarding condition or the fitness for use, of existing or in-place conduit, raceways, cable ways, cable, inside wiring, telephone set mountings, switches, terminal boxes, and terminals within the correctional facilities; and the use of these things by the CONTRACTOR are at the risk of the CONTRACTOR. No exposed wiring will be permitted. Ownership of any wiring or conduit placed under this Contract becomes PS D's property upon termination and/or expiration of this Contract. 8. Conduit placement will be contingent upon the approval of the PSD. The CONTRACTOR'S placement or use of any conduit shall meet all building codes, comply with prison security concerns and provide applicable "as-built" drawings to the facility and 1of4 Attachment- Sl STATEOFHAWAil SCOPE OF SERVICES PSD's Administrative Services Office. Security concerns may result in disapproval of use of a conduit In certain areas of the institution. 9. The CONTRACTOR agrees that if any cabling work is required as part of any installation, new cables shall be used and marked clearly and legibly at both ends, and must meet all applicable Electronic Industries Alliance (EIA)frelecommunications Industry Association (TIA) wiring standards for commercial buildings. Use of existing or used cables is prohibited. 10. The CONTRACTOR shall install additional telephones and monitoring and recording equipment as determined by PSD, at no cost to the PSD. This includes expansion to the existing facilities and any newly constructed correctional facilities. This shall be done throughout the Contract period and all subsequent renewal periods. 11. The CONTRACTOR shall provide and install adequate surge and lightening protection equipment on all lines used for the ITS. Any electrical work must be coordinated through the PSD's administrative department. 12. Installation of all telephones and related equipment shall be accomplished during normal business hours (7:45a - 4:30p) at each correctional facility, or as directed by the PSD's Administrator or facility's Warden. 13. The CONTRACTOR shall clean up and remove all debris and packaging material resulting from work performed. 14. The CONTRACTOR shall restore to original condition any damage to the PSD's property caused by maintenance or installation personnel, including repairs to walls, ceilings, etc. 15. The CONTRACTOR shall install, repair, and maintain all provided equipment and lines at no cost to the PSD. All costs of equipment provided under this agreement, installation, maintenance and repair costs, as well as all costs or losses due to vandalism, shall be the total responsibility of the CONTRACTOR. 16. Upon completion of initial installation and ongoing installations, the CONTRACTOR shall provide the PSD with a list of station ID numbers, serial numbers, and locations of each unit. 17. The CONTRACTOR shall indicate the physical size of any controlling equipment to be installed at the PSD to PSD's Administrator and facility Warden during the initial site survey visits prior to installation. 18. The CONTRACTOR shall ensure that any environmental conditions required for the proposed controlling equipment are reasonable and appropriate for the correctional facilities; and shall report the space, environmental and electrical power requirements for the ITS and associated equipment. 19. The CONTRACTOR shall provide copies of subcontractor agreements if used in any aspect of the installation, operation, service and maintenance of the ITS. 2of4 Attachment - SI STATE OF HAWAll SCOPE OF SERVICES 20. The CONTRACTOR shall provide PSD staff, adequate training and training materials to successfully operate (i.e. monitor audio recordings of all non-legal calls) the ITS. The CONTRACTOR shall provide training to the PSD's staff at the location where the equipment is installed. Additional training shall be provided to new staff assigned during the Contract period at no cost to the PSD. The CONTRACTOR shall make informational pamphlets available for inmates regarding features and functionalities of the ITS, when requested by the PSD. 21. The CONTRACTOR shall work with the PSD, its authorized/designated staff, and any incumbent ITS provider to ensure an orderly transition of services and responsibilities under the Contract, and to ensure the continuity of the services required by the PSD. 22. The CONTRACTOR shall provide the necessary labor, parts, materials, and transportation to maintain all telephones in good working order and in compliance with the equipment manufacturer's specifications throughout the llfe of the Contract. No charge shall be made to the PSD for the maintenance of the ITS. 23. The CONTRACTOR shall be responsible for supplying all backup tapes/disks for the storage calls at no cost to the PSD. 24. The CONTRACTOR shall maintain all cable related to the ITS. 25. The CONTRACTOR shall provide technical support twenty-four (24) hours a day, 365 days a year. The CONTRACTOR shall respond to repair requests from the PSD's authorized/designated staff by promptly arriving within eight (8) business hours for a regular repair and within six (6) clock hours for an emergency repair at the site upon official notification, on a twenty-four (24) hours a day, 365 days a year basis. 26. Either party shall report to the other party any misuse, destruction, damage, vandalism, etc. of the ITS. The CONTRACTOR shall be responsible for any and all the damages that may result. In addition, the CONTRACTOR shall ensure that all inmate telephones are operable and maintained at an acceptable level. 27. All maintenance will be coordinated with the contracting officer of the PSD, and provided by the CONTRACTOR. Each case of trouble reported to the CONTRACTOR for action will be researched as to the cause and documented in the trouble logbook along with the action that resolved the trouble. A notation stating only that the problem was resolved is not acceptable. The trouble logbook shall remain at a PSD specified location. 28. The CONTRACTOR shall perform system checks and preventative maintenance on a monthly basis to ensure the system is operating at optimum efficiency and performance. A system check and preventative maintenance logbook, that includes the findings & action taken, will be maintained by the CONTRACTOR and remain at a PSD-specified location. 29. The CONTRACTOR will maintain a history report of each system change which shall include: date and time change, facilities affected, change implemented, testing completed 3of 4 Attachment - Sl STATE OF HAWAII SCOPE OF SERVICES and the date of acceptance of the change by the PSD authorized/designated staff. A copy of the history report will be given to the facility Warden. 30. ITS commission funds up to $200,000 from the account paid inmate telephones shall be provided to PSD's Fiscal Office by the CONTRACTOR to cover costs related to the Hawaii Statewide Automated Victim Information and Notification System. *******************************************END OF SE CTI ON**************************************** Scope of Services PSD 16-COR-17 4of4 Attachment - 82 STATE OF HAWAll COMPENSATION AND PAYMENT SCHEDULE For the provision of the inmate pay telephone setvices specified herein, the Contractor is authorized to charge the Inmate users of the system the following charges: Local (On Island) Outer Island Long-Distance International Calls $0.071 minute $0.07/ minute $0.01/ minute $0.01/ minute Commissions to the State will be 40% of gross revenue*. *Gross revenue on which monthly commission will be paid does not include: (i) taxes and tax-related surcharges; (ii) credits; (iii) transaction fees; (iv) revenue from interstate calls; and (iv) any amount GTL collects for, or pays to, third parties, including but not limited to payments in support of statutory or regulatory programs mandated by governmental or quasi-governmental authorities, such as the Federal Universal Setvice Fee, and any costs incurred by GTL in connection with such programs. The required $200,000.00 funds for the State Automated Victim Information Notification (SAVIN) System will be provided to the State as part of GTL's commission offer. The required SAVIN amount will accrue annually, beginning with the first calendar year following the effective date of this Contract. At the start of each such calendar year, GTL will redirect monthly to the SAVIN fund all commission amounts owed to the State until the SAVIN amount for that year is satisfied; at which point, remaining commission payments to the State, if any, will resume in the ordinary course. For each allowed call type gross revenue is defined as the product of total billable minutes times the agreed upon rate for completed calls (Local, In-State, or International} -meaning those accepted by the called party (for both "collect" calls, and connected calls using debit cards). The following fees to users are limited by the FCC for pre-paid accounts: Call Center Representative: $5.95 Automated Interactive Voice Response System: $3.00 ConnectNetwork (online access) $3.00 When Customers Choose Paper Invoices: Single Bill Cost Recovery Fee $2.00 Payments to the State in satisfaction of the required payments to the Automated Victim Information Notification Special Fund, shall be made to: State of Hawaii Department of Public Safety, Fiscal Office 919 Ala Moana Boulevard, Room 402 Honolulu, Hawaii 96814 Reference: Inmate Pay Telephone Commission AG-012 Rev I l/IS/2005 Attachment - S3 STATE OF HAWAII TIME OF PERFORMANCE This agreement is for the operational period of thirty-six (36) months, commencing upon the Installation Acceptance Date. The attached Implementation Schedule from October 23, 2017 to February 28, 2018 shall be followed. A written Notice of Acceptance shall be issued, which will start the service period of this contract. The contract may be extended by mutual agreement without the necessity of rebidding for up to two (2) additional twelve (12) month periods, or parts thereof, provided that the contract price for the extended periods shall remain the same as or lower than the contract price for the original term. The State or the Contractor may terminate any extended contract period upon at least onehundred twenty (120) calendar days prior written notice. AG-013 Rev l l/15/200S Hawaii Department of Corrections Implementation Plan Task Name ID 1 -y- ---r- -4 - 6s --=;-- -a 9 10" ~ Hawaii Department of Corrections Contract Contract effective date Implementation Meeting Conduct implementation meeting v.;th the Hawaii DOC ---w- j Finish IPredecesso - 10 days 1 day Tue 1117/17 Mon 11120117 Tue 1117117 Fri 11117/17 Mon 11/20117 Perform detailed site survey at each Hawaii DOC location Set-up of new validation server Network, \\iring and access needs PIN and Allow List parameters delivered to MIS Rate tables loaded and tested Local routing tables loaded and tested 12 days Mon 10/23/17 Odays Tue 1117117 5 days Mon 10/23117 6 Tue 11f7/17 Fri 10127117 Thu 1112117 Fri 1211117 Thu 1112117 Tue 11114117 5 16 17 0.75 days Tue 11128117 Tue 11128/17 0.5 days Tue 11/28117 Wed 11129/17 18 19 0.5 days Wed 11/29/17 Wed 11/29117 20 Rating tables loaded in Houston and Mobile o. 75 days Wed 11/29117 Thu 11/30/17 21 25 - Routing tables loaded in Houston and Mobile 0.75 days Wed 11129117 Thu 11/30/17 21 Facility Allow List profile loaded (as required) 0.5 days Thu 11130/17 Thu 11130117 22 Facility PIN profile loaded (as required) 0.5days Thu 11/30/17 Thu 11/30117 Fri 12/1/17 1day Fri 1211117 22 Testing and ceriification JMS and Commissary Interface Establish in1erface .with elCisting JMS vendor Estabfish interface with elCiting .commissary vendor 29 30 "'"31 32 """33 34· 36 36 Testing of commissary and JMS interfaces Line & Equipment Orders Order network connectivity ror ITS Order analog support lines for each Hawaii DOC location System Production Activities Contract procurement Controller I sv.;tching equipment assembly - ~ 38 System operating system loaded ICM software loaded 39 ICM configurations set ---;jQ Basic lunctionatity testing begins - 24days Wed 11/8117 Mon 12111117 22 days Wed 1118117 Thu 1217/17 ,~ 1tl 'I 25 5 29 45 days 45days Thu 11/2117 Thu 1112117 3 10 days Thu 1217/17Wed12120117·2FS-20day 34days 15 days Thu 11/2/17 Tue 12/19/17 Thu 1112117 Wed 11/22/17 5days Thu 11/23117 Wed 11129117 0.25 days Thu 11130/17 Thu 11130117 1 day Thu 11130117 0.5 days 0.25 days Fri 12/1117 Fri 1211117 ~ - 22 days Wed 1118117 Thu 1217117 Fri 1218117 Mon 12/11/17 2days Wed 1/3118 Wed 113118 .. ~ 14 15 22 -:zr ~ 3 3 days Wed 11115117 Fri 11117117 0.5 days Mon 11120/17 Mon 11/20/17 4 days Mon 11120117 Fri 11124/17 1.5days Fri 11124117 Mon 11/27/17 Inmate IVR set-up and testing 23 24 25 25 •---.. 10 20 -----z1- Establish Validation LAN ---- ---- - Tue 1117/17 2 days Mon 10130117 Tue 10131117 2 days Mon 10/30/17 Tue 10/31117 22 days 9days -- Tue 11nl17 2days Site Surveys Schedule site surveys ... ~119,'17 ~r5 '17 'lY.v1 T I F·s I ~,29,'17 iuh'twlTIFls MhlwlTIFIS N°t~f' SMIT'J.~1 T I F I s MfrlwlTIFls ~~f;-'J~,1 TI F Ocl~~·!T S.S 1 day Wed 1111117 Wed 1111117 1 day Wed 1111117 Wed 11/1117 Review of Transition Plan by the Hawaii DOC 1'4 17 18 Start Fri 11/10/17 Thu 11/16/175FS+2 days Validation Activities Order necessary hardware for GTL Validation - I 88 days Mon 10123117 Wed 2121118 5days Network Design Review network architecture for improvements 15 16 ouratton Create detailed Transition Expectation Plan 12 - 13 I 5 , 3 35 i 36 Fri 1211/17 37 Fri 1211/17 Fri 1211117 38 39 Page 1 - Hawaii Department of Corrections Implementation Plan ID 74 75 76 77 78" 79 Task Name Validation lasting Specific site configurations loaded Pin files loaded Allow List files loaded Pre-shipment inspection and testing System packaging System readied for delivery Shipping Training & Instructional Materials Develop training material Create inmate dialing and trouble report instructions Edil bHJing and Advance Pay brochures Distribution to Hawaii DOC Cutover Facilities Oahu Community Correctional Center Sile prep and replacement of 52 phones Wiring and instalation of 38 additional phones Installation of network interface unit Lightning Protection I nstaHation Cross-Connect Block Installation Workstation cabting Workstation set-up Setup of the ICM Platform Activation of the voice and data network. Preliminary system testing (lnstalation Document L 1 com1 System Turn Up and cutover System Test and Acceptance (Installation Document L2 cc Remove old equipment Technician Training of facility staff Clean-up and monitoring of the ICM system Formal facility training Laumaka Furlough Program Sile prep and replacement of 10 phones lnstaUadon of network interface unit Lightning Protection lnstalation Cross-Connect Block Installation Workstation cabting Workstation set-up Setup of the ICM Platform Activation of the voice and data network. Duration 0.4days 0.2 days 0.2 days 0.2 days 2days 0.5 days 0.5 days 1 day 16 days 10days 1 day 3days 3days 36 days 26 days 2 days 5days 0.25 days 0.13 days 0.12 days 0.13days 0.12 days 0.25days 0.13 days 0.5days 0.5days 0.5days Odays 0.25 days 0.12 days 1 day 20 days 1 day 0.25 days 0.13 days 0.12 days 0.13 days 0.12 days 0.25days 0.13days Start Mon 1214/17 Mon 1214/17 Mon 12/4/17 Mon 1214117 Tue 1215117 Thu 1217117 Thu 1217117 Tue 12119/17 Thu 11/16117 Thu 11116/17 Thu 11/30117 Thu 11/30/17 Tue 1215117 Wed 113118 Wed 113118 Wed 113/18 Fri 115/18 Fri 1112118 Fri 1112118 Fri 1112118 Fri 1112118 Fri 1/12118 Fri 1112/18 Mon 215/18 Mon 215/18 Mon 215/18 Tue 216118 Tue2/6/18 Tue 2/6/18 Tue 216118 Wed217118 Mon 1115/18 Mon 1115/18 Tue 1116118 Tue 1/16/18 Tue 1/16118 Tue 1/16/18 Tue 1/16118 Tue 1116118 Wed 217118 Finish Predecess Mon 1214117 40 Mon 1214117 41 Mon 12/4117 42 Mon 1214117 43 Wed 1216117 44 Thu 1217117 45 Thu 1217/17 46 Tue 1211911717FS+7 da . Thu 1217117 Wed 11/29/17lFS+10 da Thu 11/30117 50 Mon 12/4/17 50 Thu 1217117 52 Wed 2121118 Wed 217118 Thu 1/4118 Thu 1111118 56 Fri 1112118 57 Fri 1/12/18 58 Fri 1/12118 59 60 Fri 1112118 Fri 1/12118 61 Fri 1/12118 62 Mon 215118 Mon215/18 64 Tue 216118 65 Tue 216/18 66 Tue 216/18 67 Tue 216118 68 Tue 2/6118 69 70 Wed 217118 Fri 219118 Mon 1115118 Tue 1116/18 Tue 1116/18 Tue 1116118 Tue 1/16118 Tue 1/16118 Tue 1116118 Wed 217118 63 73 74 75 76 77 78 70 Page2 Hawaii Department of Corrections Implementation Plan ID Task Name Duration 0.5days Preliminary system tesUng (lnstallalion Document L1 ccm1 System Tum Up and cutcver O,Sdays System Test and Acceptance {Installation Document L2 a 0.5days Remove old equipment Odays Technician Training of facillty staff 0.25 days Clean-up and monitoring of the ICM system 0.12 days Formal facillty !raining 1 day Woman's Community Correctional Center 21 days Sile prep and replacement of 17 phones 1 day Installation or network inlerface unit 0.25days 0.13days Lightning Protection Installation 0.12 days Cross-Connect Block Installation 0.13days Workslatlon cabling 0.12 days Workstation set.up 0.25days SeluJ> of tt1e ICM Platform Activation of the voice and dale netY«>rk. 0.13days Preliminary system testing (Installation Document L1 comj" O.Sdays Sysiem Tum Up and cutovar · o.5days System Test and Acceptance (Installation Document l2 cc 0.5days Remove old equipment Odays Tschnlclan Training of facility staff 0.25days D.12days Clean-up and monitoring of the ICM system 1 day Fonnal facility training 21 days Halawa Correctional Facility 2days Sile prep and replacement or 50 phones 3days Wiring and installation of 39 addilional phones lm;tallalion of netwmk interface unit .. 0.25 days 0.13 days Lightning ProtecUon lnstatiatlon 0.12 days Cross-Connect Block Installation 0.13days Workstation cabling Workstation sat-up 0.12 days 0.25 days Setup of the ICM Platform 0.13 days Activation of the voice and data network. O.Sdays Preliminmy system testing (Installation Document L1 com1 0.5days System Turn Up and cutover System Test and Acceptance (Installation Document l2 ci:' 0.5days Odays Remove old equipment · · 0.25 days Technician Training or facility staff Clean-up and monitoring of the ICM system Formal facility training 0.12 days 1 day Start Wed217/18 Wed W/18 Thu 218118 Thu 218118 Thu 216118 Thu 218118 Fri219/18 Finish Predecess Wed 217/18 Thu218H8 Thu218H8 Thu 218118Thu 218110 Thu218H8 .. Fri 219/18 w8d 111111a . wed 2114118 Wed 1/17118 Thu 1118/18Thu 1118118 Thu 1118118 Thu 1118118 Thu 1118/18. Thu 1N8118 Man 2112/18 Mon 2112118·. Wed 1/17118" Thu 111811fi"" Thu 1/18/18 Thu 1118/18 Thu 1118118.. Thu 1/18118 Thu 1118/18 .. Mon 2112118 Mon 2112118' Mon 2112/18 Tue 2113118 .. · Tue 2113/18 Tue2113118 Tue 2113118. Tue 2/13118 .. 80 81 82 83 04 85 86 79 89 90 91 92 93 94 87 96 'ifl 98 99 100 101 102 Tue2113118 Tue 2/13118 Tue 2113118 Tue 2113118 · Wed 2114118 Wed2114/18 Fri 1/19/18 Fri 2116118 95 Fri 1/19118 Mon 1122118.. Tue 1/23118 Thu 1/25118 105 Fri 1/26118 106 Fri 1/26118 Fri 1126/18: Fri 1/2&18 107 Fri 1/26118 Fri 1126118 10B •... .. Fri 1/26/18 Fri 1/26118 109 Fri 1/26118 Fri 1/26118 110 Fri 1/2&18 111 Fri 1/26118 Wed 2114/18 Wed2114118 102 113 Wed2114/18 Wed 2114/18 Wed2114/18 Thu 2115/18 114 Thu 2115118 Thu 2115118 ·· 115 .. Thu 2/15/18 Thu 2115118 .. 116 Thu 2115118 Thu 2/15118._. . 117 Thu 2115118 Fri 2116118 Thu 2/15118 Fri 2116118 118 119 Page3 Hawaii Department of Corrections Implementation Plan ID 122 Task Name Duration Start Finish Predecesso Walawa Correctional Facility Sile prep and replacement or 14 phones Wiring and installation of 7 additional poones Installation of neMork interface unit lightning Protection Installation Cross-Connect Block lnslallation Workstation cabling Wockstation set-up Setup of the ICM Platfonn Activation of the voice and dala network. Preliminaiy system testing (Installation Document L1 com1 System Tum Up and cutover System Test and Acceptance (Installation Document L2 cc Remove old equipment Technician Training of facilily start Clean-up and monHoring the ICM system Fonnal facility training 18 days D.5 days 1.5days 0.25days 0.13 d8ys D.12 days 0.13days 0,12 days 0.25days 0.13 days D.5days 0.5days D.5days Ddays 0.25days 0.12 days 1 day Hawaii Community Correction Center Sile prep and replacement of 8 phones Wiring and inslallalion of 4 addillonal phones lnstallaUon of network interface unit Lightning Protection lnstellallon Cross-Connect Block Installation Workstation cabUng Workstation set-up Setup of the ICM Platform Activation or the voice and data network. Preliminary system testing (lnslallation Document L1 com1 System Tum Up and culOver Syslem Test and Acceptance {Installation Document L2 cc Remove old equipment Technician Training of facility staff Clean.up and monitoring of the ICM system Formal faclli\y training Hale Nani Furlough PrOlJram Site prep and replacement of 6 phones ... tnstallaUon of netwoik lntedace unit Lightning Protection Installation Cross.Connect Block lnstalaroon 11 da)IS Wed 113118 Wed 1/17118 1 day Wed 1/3/18- Wed 1/3f1848FS+1 da 1 day Thu 114/18 Thu 1/4118 140 0.25dsy:I Fri 1/5/18 Fri 1/5118 141 Fri 1/5/18 Fri 115118 0.13 days 142 Fri 1/5/18 Fri 115118 143 0.12 days Fri 115/18 0.13 days 144 Fri 115118 145 0.12 days Fil 1/5118 Fri 115/18 Fri 1/5/18. Frl 1/5118 0.25 days 146 0.13days Mon 1/l5M8 · Mon 1115118 0.5days Man 1/15118.. Mon 1115118 148 0.5days Man 1/15/18 Tue 1/16118 149 0.5days Tue 1/16M8 Tue 1/18/18 150 Odays Tue 1/16/18 Tue 1116118 151 0.25 days Tue1/16/18 Tue 1/18/18 152 153 0.12 days Tue 1116118 Tue 1/16118 1 day Wed 1/17/18 Wed 1117118 154 10 days Mon 1/8118: Fri 1119/18 1 day. Mon 1/8118 Mon 118/18 147 Tue 119/18. Tue 1/9118. 0.25days 157 0.13 days Tue 1/9118 Tue 119118 158 0.12days Tue 119118 Tue 1/9118 159 oi Man 1129118 Wed 2121118 Mon 1129118 Mon 1129118. Mon 1129118. Tue 1130/18 Wed 1131118 Wed 1/31118 Wed 1131/18. Wed 1/31118 Wed 1131/16 Wed 1131118 Wed 1131/18 Wed 1/31/18.. Wed 1/31/18 Wed 1131/18 Wed 1131/18 Wed 1/31/18 Mon 2/19118 Mon 2119i18 Mon 2119/18 Mon 2119/18 Mon 2/19118 Tue 2120/18 Tue 2120/18 Tue 2120/18 Tue 2120/1 B· Tue 2120/18 Tue 2120/18 Tue 2/20f18 Tue 2/2011 Tue2/20/18 Wed 2/21/18 Wed 2121/18 a: s 112 122 123 124 125 126 127 128 120 130 131 132 133 134 135 136 Page4 Hawaii Department of Corrections Implementation Plan ID 161 162 199 200 Task Name Workstalion cabnng Workstation set.up Setup of lhe ICM Platform Aclivalion of lhe voice and data network. Preliminary system lasting (lnstallauon Document L1 com1 Syslem Turn Up and cuiiiver System Test and Acceplance (Installation Document L2 e< Remove aid equipment Technician Training of facility Slatt Clean-up and monitoring of the· ICM system Formal facility training Ku lani Correctional Facillty Sile prep and replacemenl of 8 phones Wiring and lnstallaUon of 2 additional phones lnslallation of nelwork interface unil Lightning Protecllon IMlallallon Cross-Connect Block lnslallalion Workstation cabling Workslation set-up Setup of Iha ICM Platform Activation of Ille voice and data network. Preliminary system testing (Installation Document L1 comi· System Tum Up and cutover System Test and Ac<;eptance (lnslallation Document l2 cc Remove old equipment Technician Training of facility staff Clean-up and monitoring of lhe ICM system Formal facUity !raining Maul Community Correctional Center Sile prep and replacement of 19 phones Wiring and installation of 1 additional phone lnstalladon of network interface unil Ughlnlng Protection Installation Cross-Connect Block lnstallallon Worlcslalion cabling Woiftslalion set-up Setup of the ICM Platform Activation of Ille voice and data network. Preliminary system testing (lnslallation Document L1 comi· Syslem Tum Up and cutover Duration 0.13days 0.12 days 0.25 days 0.13 days 0.5 days 0.5days 0.5days Odays 0.25days 0.12 days 1 day 11 days 0.25 days 1.75 days 0.25days 11.13 days 0.12days 0.13days 0.12days 0.25days 0.13days 0.5days 0.5days 0.5days Ddays 0.25days 0.12 days 1 day 6days 1 day 1 day 0.25 days 0.13days 0.12 days 0.13days 0.12 days 0.25daya 0.13days 0.5days 0.5days SIart Finish Tue 119/18 Tue 119118 160 Tue 119118 Tue 119118 161 Tue 119118 Tue 119118 162 Wed 1/17/18. Wed1/17118 154 Wed 1/17118 Wed 1/17118 164 Wed 1/17/18. Thu 1118118 165 ,. Thu 1118/18 Thu 1/18118 166 Thu 1/18/18 Thu 1/18/18 167 Thu 1/18/18 Thu 1/18118" .. 188 Thu 1/18/18 Thu 1/18118 169 Fri 1119118 Fri 1119/18 170 Wed 1/10118 Wed 1124118" Wed 1110/18 Wed 11111/18 .. 163 Wed 1/10/18 Thu 1/11118 173 Fri 1112118" Fri 1/12118 174 Fri 1112118 Fri 1/12118 175 Fri 1112118Fri 1112118 176 Fri 1/12118.. Fri1112118' . 177 Fri 1112118.. Fri 1112118 178 Fri 1/12/18 Fri 1/12/18' 179 Mon 1/22/18 Mon 1/22/18 171 Mon 1/22118 Mon 1122/18 181 182 Mon 1122118 Tue 1123118 Tue1/23/18 Tue 1/23118 183 Tue1/23/18 Tue 1/23118 184 Tue1/23/18 Tue 1/23118 185 Tue 1/23/18 Tue 1123118 .. 186 187 Wed 1124118 Wed 1i24/18 Frl 212118 Fri 1126118 Fri 1/26118:. Fri 1/26/18ii7FS+2 d Mon 1129118 Mon 1129/18 190 191 Tue 1130118 Tue 1/30/18 Tue 1/30118 Tue 1/30/18 192 Tue 1/30/18 Tue 1/30/18: 193 194 Tue 1130/18 Tue 1130/18 Tue 1!30119· Tue 1/30/18 .. .. 195 Tue 1130118.. Tue 1/30/18 196 Wed 1/31/18 Wed 1/31/18 197 Wed 1/31/18 Wed 1/31118 198 199 Wed 1131/16 Thu 2/1/18 Page5 ask Name Duration System Test and Acceptance (lnstallatfon Document L2 e< 0.5days Remove old equipment Odays Technician Training of facitily staff 0.25days Clean-up and monitoring of the ICM syslem 0.12 days Formal facility training 1 day Kauai Community Correctional Canter 6days Site prep and replacement of 4 phones 0.25days Wiring and lnstaDalion of 4 additional phone 1.75 days lnstallaUon of networl< interface unit 0.25days Lightning Protection Installation 0.13days 0.12days Cross-Connect Black Installation Workstation cabling 0.13 days 0.12 days Workstation set-up Setup of the ICM Platform 0.25days AcllvaliOll of Iha voice and data network. 0.13 days PreUminary syslem testing (lnstaDallon Oocume11t L1 comr 0.5days 0,5days System Tum Up and cutover .. System Test and Acceptance (Installation Document L2 ci 0.5days Remove old equipment Odays 0.25days Technician Training of facility staff 0.12 days Clean-up and monitoring of the ICM system 1 day Formal facilHy training Start Finish Thu 211118 Thu 211118 Thu 211/18 Thu 211118 Thu 211/18 Thu 2/1/18 Thu 211/18- Thu 211/18 Fri 212118 .. Fri 2/2118 Fri 212118 Fri 219/18 Fri 212118Fr1 212/18 Fri2/2118 .... Mon 215118 Tue 216/18 Tue216/1B. Tue218/18 Tue 216118 Tue 218/18 Tue 218/18. Wed2/7/18 Wed 2/7118: Wed 217/18 .. Thu 218118 Thu 218/18 Thu 218/18 Thu 218118 Fri 219118 200 201 202 203 204 ... Tue 216118 .. Tue 216118 Tue 216118 Tue 216118 Tue 2/6118 Tue 216118: Wed2/7/18 Wed217/18 Thu2/8118: ·· ·thu 2i'Bl18 ····· Thu2/8/18 Thu 21811 ti' Thu 2/8/18 Fri 219/18 204 207 200 200 210 211 212 213 214 215 216 217 218 219 220 221 Pages Hawaii Department of Corrections Implementation Plan bec3 '17 ~10,'17 FIS iit.ihiwlTIF Is S 1..iir lwlT IF Ii:: ~,31,'17 '18 P:f~7. '17 81I I I ~,. 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'n Hawaii Department of Corrections Implementation Plan Page9 Hawaii Department of Corrections Implementation Plan Page 10 Hawaii Department of Corrections Implementation Plan Page11 Hawaii Department of Corrections Implementation Plan ~ \\ Page 12 Attachment - 84 STATE OF HAWAII CERTIFICATE OF EXEMPTION FROM CIVIL SERVICE 1. By Heads of Departments Delegated by the Director of the Department of Human Resource~ Development ("DHRD").* Pursuant to a delegation of the authority by the Director of DHRD, I certify that the services to be provided under this Contract, and the person(s) providing the services under this Contract are exempt · aii Revised Statutes j (1/Z). (Signature) ' ~-f~o~~~3~-~h~/J~~~~~ (Date) ' Nolan Espinda (Print Name) Director (Print Tille) * 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 paragraph(s) of § 76-16, HRS, upon which an exemption is based should be noted in the contract file. If an exemption is based on § 76-16(b)(15), the contract must meet the following conditions: (1) lt involves the delivery of completed work or product by or during a specific time; (2) There is no employee-employer relationship; 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)(15). Authority to certify exemptions under §§76-16(b)(2), and 76-16(b)(12), HRS, has not been delegated; only the Director ofDHRD may certify§§ 76-16(b)(2), and 76-16{b)(l2) exemptions. 2. By the Director ofDHRD, 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. IllIllIfIIII/II/IIIllIll11/III/IIllJIIIIIIIIIIJIIll/II/Ifl/I IIIIIfIfIllIfJIII1111 (Signature) Ill11111JI111111II/IIIllIllI/II IIllIIllIllII/IIIllIIllIII/I/flJ!II/IIIllI/fl/fl// (Print Name) 1111111111/flIllIll11111IIIIIllI11111Ill1111IIIllIIIIIIllIIIllII/I IIllIllII111111 (Print Tille, if desisnee of the Director of DHRD) AG-014 Rev 612612006 {Dale) Attachment - S5 STATE OF HAWAII SPECIAL CONDITIONS The State agrees that Contractor has not advised the State with respect to any law, regulation, or guideline that may govern or control any telephone recording or monitoring by the State {including PSD), or compliance therewith. The State has its own legal counsel to advise it concerning any and all such Jaw, regulation, or guideline, and compliance therewith, and makes its own determination on when and how to use the telephone monitoring and recording capabilities supplied through this Agreement. Facsimile or electronic copy: This Contract may be executed and transmitted by facsimile or other electronlc means. Facsimile or electronic signatures shall be acceptable and effective to the same extent as original signatures, and shall be deemed the original of the Contract. **"'*****************-************************'** END OF SECTION ***•***"'*************************•**********'*** SPECIAL CONDITIONS PSD 16-COR-17 AG·O IS Rev I 1115/2005 GENERAL CONDITIONS Table of Contents Page(s) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. Coordination of Services by the STATE .................................................•..............................................•........ 2 Relationship of Parties: Independent Contractor Status and Responsibilities, Including Tax Responsibilities................................................................................................................................................ 2 Personnel Requirements .................................................................................................................................. 3 Nondiscrimination ........................................................................................................................................... 3 Conflicts of Interest ......................................................................................................................................... 3 Subcontracts and Assignments ........................................................................................................................ 3 Indemnification and Defense ...........................................................................................................................4 Cost ofLitigation ............................................................................................................................................. 4 Liquidated Damages ....................................................................................................................................... .4 STATE'S Right ofOffset. ................................................................................................................................4 Disputes .......................................................................................................................................................... .4 Suspension ofContract ....................................................................................................................................4 Te1mination for Default ................................................................................................................................... 5 Tennination for Convenience .......................................................................................................................... 6 Claims.Based on the Agency Procurement Officer's Actions or Omissions ................................................... 8 Costs and Expenses .........................................................................................................................................8 Payment Procedures; Final Payment; Tax Clearance ...................................................................................... 9 Federal Funds .................................................................................................................................................. 9 Modifications of Contract ................................................................................................................................ 9 Change Order................................................................................................................................................. I 0 Price Adjustm.ent ........................................................................................................................................... 11 Variation in Quantity for Definite Quantity Contracts .................................................................................. 11 Changes in Cost-Reimbursement Contract .................................................................................................... 11 Confidentiality of Material ............................................................................................................................ 12 Publicity......................................................................................................................................................... 12 Ownership Rights and Copyright .................................................................................................................. 12 Liens and Warranties ..................................................................................................................................... 12 Audit of Books and Records of the CONTRACTOR.................................................................................... 13 Cost or Pricing Data ...................................................................................................................................... 13 Audit of Cost or Pricing Data ........................................................................................................................ 13 Records Retention .......................................................................................................................................... 13 Antitrust Claims ............................................................................................................................................. 13 Patented Articles............................................................................................................................................ 13 Governing Law ..............................................................................................................................................14 Compliance with Laws .................................................................................................................................. 14 Conflict between General Conditions and Procurement Rules ..................................................................... 14 Entire Contract ............................................................................................................................................... 14 Severability .................................................................................................................................................... 14 Waiver ........................................................................................................................................................... 14 Pollution Control ........................................................................................................................................... 14 Campaign Contributions ................................................................................. :.............................................. 14 Confidentiality of Personal Infonnation ........................................................................................................ 14 AG-008 1030 General Conditions I GENERAL CONDITIONS 1. Coordination of Services by the STATE. The head of the purchasing agency ("HOPA") (which tenn 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 perfonnance of this Contract. "Purchasing agency" as used in these General Conditions means and includes any governmental body which is authorized Wlder 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: Independent Contractor Status and Responsibilities, Including Tax Resoonsibilities. a. In theperfonnance of services required under this Contract, the CONTRACTOR is an "independent contractor," with the authority and responsibility to control and direct the perfonnance 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 STA1E'S opinion, the services are being performed by the CONTRACTOR in compliance with this Contract. Unless otherwise provided by special condition, it is Wlderstood 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 perfonnance 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 ofTaxation, 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 1030 General Conditions 2 3. g. The CONTRACTOR shall obtain a certificate of compliance issued by the Department ofLabor and Industrial Relations, State of Hawaii, in accordance with sectionl 030-310, HRS, and section 3-122112, 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 of Hawaii, in accordance with section 103D-310, HRS, and section 3-122-112, HAR, that is current within six months of the date of issuance. i. In lieu of the above certificates from the Department ofTaxation, 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. Personnel Requirements. a. The CONTRACTOR shall secure, at the CONTRACTOR'S own expense, all personnel required to perfonn 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 oflnterest. 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. b. Recognition 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 STA TE; and · (3) The CONTRACTOR shall continue to furnish, and the Assignee shall also furnish, all required bonds. 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 l03D General Conditions 3 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 tenns 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 purchasing agency. Notwithstanding the provisions of subparagraphs 6a through 6c herein, when the CONTRACTOR holds contracts with more than one purchasing agency of the State, the assignment contracts and the novation and change of name amendments herein authorized shall be processed only through the CPO's office. 7. Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold harmless the State of Hawaii, the contracting agency, and their officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including all attorneys' fees, and all claims, suits, and demands 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 Litigation. 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 Damages. When the CONTRACTOR is given notice of delay or nonperformance as specified in paragraph 13 (Termination for Default) and fails to cure in the time specified, it 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, ifthe CONTRACTOR is tenninated 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 Perfonnance), 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 ofany 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 ofHawaii, 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 the provisions herein. a. Order to stop perfonnance. The Agency procurement officer may, by written order to the CONTRACTOR, at any time, and without notice to any surety, require the CONTRACTOR to stop all or any part of the performance called for by this Contract. This order shall be for a specified AG-008 1030 General Conditions 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; ~d (4) Other instructions and suggestions to the CONTRACTOR for minimizing costs. Upon receipt of such an order, the CONTRACTOR shall forthwith comply with its tenns and suspend all ped'onnance under this Contract at the time stated, provided, however, the CONTRACTOR shall take all reasonable steps to minimize the occurrence of costs allocable to the performance covered by the order during the period of performance stoppage. Before the stop performance order expires, or within any further period to which the parties shall have agreed, the Agency procurement officer shall either: b. 13. (1) Cancel the stop perfonnance 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. 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 perfonnance. 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 perfonnance 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 perfonnance. If a stop performance order is not cancelled and the performance covered by such order is tenninated for default or convenience, the reasonable costs resulting from the stop performance order shall be allowable by adjustment or otherwise. d. Adjustment of price. Any adjustment in contract price made pursuant to this paragraph shall be detennined in accordance with the price adjustment provision of this Contract. Termination for Default. a. Default. If the CONTRACTOR refuses or fails to perfonn 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. Jn the event of tennination 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 tennination of the Contract and subject to any directions from the Agency procurement officer, the CONTRACTOR shall take timely, reasonable, and AG-0-08 1030 General Conditions 5 necessary action to protect and preserve property in the possession of the CONTRACTOR in which the STATE has an interest. 14. 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, HAR. 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 nonperfqnnance or delayed performance. The CONTRACTOR shall not be in default by reason of any failure in perfonnance of this Contract in accordance with its tenns, including any failure by the CONTRACTOR to make progress in the prosecution of the performance hereunder which endangers such perfonnance, if the CONTRACTOR has notified the Agency procurement officer within fifteen ( 15) days after the cause of the delay and the failure arises out of causes such as: acts of God; acts of a public enemy; acts of the State and any other governmental body in its sovereign or contractual capacity; fires; floods; epidemics; quarantine restrictions; strikes or other labor disputes; freight embargoes; or unusually severe weather. If the failure to perform is caused by the failure of a subcontractor to perfonn 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 perfonn was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, the CONTRACTOR'S progress and perfonnance would have met the tenns 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 detennined for any reason that the CONTRACTOR was not in default under this paragraph, or that the delay was excusable under the provisions of subparagraph l 3d, "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. 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 tenninated and when termination becomes effective. b. CONTRACTOR'S obligations. 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 perfonnance 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 1030 General Conditions 6 c. Right to goods and work product. The Agency procurement officer may require the CONTRACTOR to transfer titJe 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, infonnation, and contract rights (hereinafter called "manufacturing material") as the CONTRACTOR has specifically produced or specially acquired for theperfonnance 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. Ifthe 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 tennination claim specifying the amounts due because of the tennination for convenience together with the cost or pricing data, submitted to the extent required by chapter 3-122, HAR, bearing on such claim. If the CONTRACTOR fails to file a tennination claim within one year from the effective date of tennination, 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 tennination 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 l 4c, and the Contract price of the performance not tenninated. (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 l 4d(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 perfonning the tenninated 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 tennination 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 tennination of subcontracts thereunder, together with reasonable storage, transportation, and other costs incurred in connection with the protection or disposition ofproperty allocable to the tenninated portion of this Contract. The total sum to be paid the CONTRACTOR under this subparagraph shall not exceed the AG-008 1030 General Conditions 7 total Contract price plus the reasonable settlement costs of the CONTRACTOR reduced by the amount of payments otheiwise made, the proceeds of any sales of supplies and manufacturing materials under subparagraph 14d(2), and the contract price of performance not tenninated. (4) 15. Claims Based on the Agency Procurement Officer's Actions or Omissions. a. Changes in scope. If any action or omission on the part of the Agency procurement officer (which term includes the designee of such officer for purposes of this paragraph 15) requiring performance changes within the scope of the Contract constitutes the basis for a claim by the CONTRACTOR for additional compensation, damages, or an extension of time for completion, the CONTRACTOR shall continue with performance of the Contract in compliance with the 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) 16. 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. Written notice required. The CONTRACTOR shall give written notice to the Agency procurement officer: (A) Prior to the commencement of the perfonnance 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 talce 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 I Sa( I) describes as clearly as practicable at the time the reasons why the CONTRACTOR believes that additional compensation, damages, or an extension of time may be remedies to which the CONTRACTOR is entitled; and (4) Claim must be justified. The CONTRACTOR must maintain and, upon request, make available to the Agency procurement officer within a reasonable time, detailed records to the extent practicable, and other documentation and evidence satisfactory to the STATE, justifying the claimed additional costs or an extension of time in connection 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 adjustment. Any adjustment in the price made pursuant to this paragraph shall be determined in accordance with the price adjustment provision of this Contract 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 1030 General Conditions 8 17. 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. Payment Procedures: Final Pavment: Tax Clearance. a. 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. d. Original invoices reouired. (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 perfonnance under the subcontract. 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 nonperfonnance 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 amendinent 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. AG-008 1030 General Conditions 9 c. 20. Agency procurement officer. By written order, at any time, and without notice to any surety, the Agency procurement officer may unilaterally order of the CONTRACTOR: (A) Changes in the work within the scope of the 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. If any modification increases or decreases the CONTRACTOR'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 final payment. No claim by the CONTRACTOR for an adjustment hereunder shall be allowed ifwritten 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. Head of the purchasing agency approval. If this is a professional services contract awarded pursuant to section 103D-303 or 103D-304, HRS, any modification, alteration, amendment, change, or extension of any term, provision, or condition of this Contract which increases the amount payable to the CONTRACTOR by at least $25,000.00 and ten per cent (10%) or more of the initial contract price, must receive the prior approval of the head of the purchasing agency. 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 tenn, 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 truces, if any, levied or accrued under state law and the Internal Revenue Code of 1986, as amended, against the CONTRACTOR have been paid. i. Sole source contracts. Amendments to sole source contracts that would change the original scope of the Contract may only be made with the approval of the CPO. Annual renewal of a sole source contract for services should not be submitted as an amendment. Change 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: a. (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. Adjustments 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 and the Contract modified in writing accordingly. Any adjustment in the Contract price made pursuant to this provision shall be determined in accordance with the price adjustment provision of 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 1030 General Conditions 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. 21. 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 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. c. Claim barred after final pavment. 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. Price Adjustment. a. b. 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 perfonnance 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 ofagreement 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. Submission of cost or pricing 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 Def'mite 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 detennination 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: a. The Agency procurement officer may at any time by written order, and without notice to the sureties, if any, make changes within the general scope of the Contract in any one or more of the following: (1) Description ofperfonnance (Attachment l); (2) Time of performance (i.e., hours of the day, days of the week, etc.); (3) Place of performance of services; AG..(l()S I OOD General Conditions 11 24. (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 perfonnance of, any part of the performance under this Contract, whether or not changed by the order, or otherwise affects any other tenns and conditions of this Contract, the Agency procurement officer shall make an equitable adjustment in the (I) estimated cost, delivery or completion schedule, or both; (2) amount of any fixed fee; and (3) other affected tenns 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 perfonnance 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. 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 infonnation, \vill 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 ex.elusive right to copyright any product, concept, or material developed, prepared, assembled, or conceived by the CONTRACTOR pursuant to this Contract. 27. Liens and Warranties. Goods provided under this Contract shall be provided free of all liens and provided together with all applicable warranties, or with the warranties described in the Contract documents, whichever are greater. AG-008 1030 General Conditions 12 28. 29. 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. 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 pennitted 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 eeonomic practice, overcharges resulting from antitrust violations are in fact usually borne by the purchaser. Therefore, the CONTRACTOR hereby assigns to STATE any and all claims for overcharges as to goods and materials purchased in connection with this Contract, except as to overcharges which result from 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 hannless 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. AG-008 1030 General Conditions 13 ,' 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. Severabilitv. 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 tenn, 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" ofa reportable quantity ofa "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 11-355, 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 Inforniation. a. Definitions. "Personal infonnation" 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 1030 General Conditions 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 infonnation 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. c. d. 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 pennitted 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. Security Awareness Training and Confidentialitv 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 perfonn the Contract; and (C) Use of the personal information will be restricted to uses consistent with the services subject to this Contract. Tennination for Cause. In addition to any other remedies provided for by this Contract, ifthe STATE learns of a material breach by CONTRACTOR of this paragraph by CONTRACTOR, the STATE may at its sole discretion: AG-008 I 030 General Conditions 15 (1) Provide an opportunity for the CONTRACTOR to cure the breach or end the violation; or (2) fmmediately tenninate this Contract. In either instance, the CONTRACTOR and the STATE shall follow chapter487N, HRS, with respect to notification of a security breach of personal infonnation. e. Records Retention. (1) (2) Upon any tennination 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. 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. AG-OOS 1030 General Conditions 16