Sample Contract Exhibit A OFFICE OF CONTRACT CTORJ.… · · 2017-05-19APPROVED AS TO FORM: ALBERT TIBERI Its Ka Paepae Puka, Senior Lej Date: OHA and NAME OF CONTRACTORI Page 3

Exhibit A — Sample Contract

OFFICE OF

CONTRACT

CTORJ


This Contract, executed and entered into as of this

______day

of , 2017, by

and between, the Office of Hawaiian Affairs (“OHA”), a body corporate under the Constitution

of State of Hawai’i, by its Ka Pouhana, Chief Executive Officer (“CEO”) and Head of

Procurement Agency (“HOPA”), pursuant to the Chief Procurement Officer Delegation of

Authority and Revised Operational Authority Delegation Hierarchy datedFebniary 9, 2017,

acting by and on behalf of the Board of Trustees, whose principal place of business and mailing

address is 560 North Nimitz Highway Suite 200 Honolulu Hawai 1 96817, and [NAME OF

CONTRACTOR] (“CONTRACTOR”), a [Type of Busi i’e. Sole Proprietor, Linited

Liability Partnership/Corporation, Son-Profit], by j±i 4sition e Executive Director], whoseii //

/ iP47principal place of business and mailing Addr, [City], Hawai’i [Zip

Code], Sole Proprietor’s Social Security XX-XX.f— _]; LLP/CfNon or For-Profit

federal Tax ID No. L_- ]•\ ‘.c_-_

ES$E TH

WHEREASone of the purpâes for hith the OHA has been established is to better the

conditions of Hawaiiia&aefined in Secjcñ 10-2, Hawai’i Revised Statutes (“HRS”); and

WFilREAS, the F1A was ,talished to better the conditions of native Hawauans and

Hawaansasdefidin Haai’i Revised Statues (‘HRS’) Sections 10-2, 10-4(4), 10-4(6) and

1 0-4(8derap1iabfe law(s), as amended; and

WHET S_e expenditure of funds as proposed in this Contract are intended for the

betterment of conditions of native Hawaiians and Hawaiians as set forth in Section 10-3(1) and

(2), HRS and is consistent with the purpose for which these funds were appropriated; and

WHEREAS, the OHA is in need of [Description of PR];and

OHA and NAME OF CONTRACTORI Page I of 7


WHEREAS, the OHA has awarded this Contract through competitive sealed proposals

submitted for [Solicitation No.] pursuant to Hawai’i Revised Statutes as amended and

its companion Hawai’i Administrative Rules; and

WHEREAS, the CONTRACTOR has been evaluated as a responsible and responsive/

Offeror whose proposal is advantageous for the OHA. such evaluation factQria apacity,

qualifications and resources to perform the terms and conditions agreedtçpnder this Qontract‘; ...

NOW, THEREFORE, the parties hereto mutually agree as follows

I Scope of Services The CONTRACTOR4 II, ma proper and satisfatory

manner as determined by the OHA, provide all t erg. U sèiices set forifrin Attachment —

SI which is hereby made a part of this Contract.

2. Time of Performance. Th orman uired of the CONTRACTOR under

this Contract shall be completed in accordahce ‘with the tim. chedule set forth in Attachment —

S2 which is hereby made a biI6ontrat.

3 Compensation The ëONRAUOR shall be compensated according to the

Compensation provis net1’ortbinAttacbiijent — 53 which is hereby made a part of this

Contract.c

4. Standards o onduct Declaration. The Standards of Conduct Declaration of the

CON R is afl ed is made a part of this Contract.

5. . CTOR’s Acknowledgment Statement. The CONTRACTOR’s

Acknowledgment Statement is attached and is made a part of this Contract.

6. Other Terms and Conditions. The General Conditions and any Special

Conditions are attached hereto and made a part of this Contract. In the event of a conflict

O)IA and jNAIE OF CONTRACTOR) Page 2 of?


between the General Conditions and the Special Conditions, the Special Conditions shalt control.

7. Notices. Any written notice required to be given by any party to this

Contract shall be (a) delivered personally, or (b) sent by United States first class mail, postage

prepaid. Notice required to be given to the CEO shall be sent to the CEO’s business and mailing

address as set forth in the first paragraph of this Contract. Notice to the GONTRACTOR shall be

sent to the CONTRACTOR’s business and mailing address as set of

this Contract. A notice shall be deemed to have been received THREE (3) d4maili-ig or

at the time or actual receipt whichever is earlier. The C CTOR is resnonsib ê for

notifying the OHA in writing of any change of ad.

8. Counterpart Execution. The @CO’RACT Riee that this

Agreement may be executed in counterp ach of shall be deemed an original

regardless of the date of its execution and v 11 such unterparts together shall constitute

one and the same documen. urtr agre accept facsimile executed documents as

if they were origina ly signed docum s and su facsimile signatures shall be deemed to be

original and effective arties. e party submitting the facsimile signature shall

provide theoter party rigina 1 signed replacement documents within FIVE (5) business

days m the date frecei by the other party of the facsimile executed documents.

THIS SPACE INTENTIONALLY LEFT BLANK

OHA and )NAME OF CONTRACTOR) Page 3 of 7


Bi

COUNTERPART EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as

THIS SPACE LEFT INTENTIONALLY BLANK

of the date first above written.

OFFICE Of HAWAIIAN

Date:

_________________

.2017

APPROVED AS TO FORM:

ALBERT TIBERIIts Ka Paepae Puka, Senior Lej

Date:

OHA and NAME OF CONTRACTORI Page 3 017


COUNTERPART EXECUTION

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as

of the date first above written.

Date: 2017

[NAME OF CONTRACTOR]

By

OIJA nd NAME OF CONTRACTORI Page 5 of 7


CONTRACTOR’S ACKNOWLEDGMENT

STATE Of HAWAI’I )) SS.

CITY AND COUNTY Of )

__

Jfr4%

On this day of , 2017, before me persol1y appered [NAMEOf SIGNING AUTHORITY], to me personally known, who, being dulom, did saythat such person is the [Position] of [NAME Of CONTRACTOR], the CO. CTOR;namedin the foregoing instrument, and that he/she/they is/are authrized to sign sai trume onbehalf of the CONTRACTOR, and acknowledges that he the/they executed sai ent asthe free act and deed of the CONTRACTOR.

. :jrint nameNotary Public, State of Hawari

\‘ ‘‘•..\M. mmissio,p expires.

___________________

%&

(Oflicial Stamp or Seal)

(NzY signaisry

1’

NOTARY CERTIFICATION ST

Document Identificaecription.

D Doc Date:

No. ofT

Jurisdiction:

Signature of Notary

Printed Name of Notary

OR U Undated at time of notarization

_______

Circuit(in which notary act is performed)

Date of notarization

(C) Tic al Stanip or

OHA and jNAIEOF CONTRACTORI Page 6 017


STANDARDS OF CONDUCT DECLARATION

For the purposes of th is declaration:

*“controlling interest” means an interest in a business or other undertaking which is sufficient in fact tocontrol, whether the interest is greater or less than fifty percent (50%).

“Employee” means any nominated, appointed, or elected officer or employee of the State or OHA,including members of boards, commissions, and committees, and employees under contract’to the State or of theconstitutional convention, but excluding legislators, delegates to the constitutional convedt1?justices, and judges.

On behalfofiNAME OF CONTRACTORI, CONTRACTOR, the undersigned does 1are, underpenalty of perjury, as follows:

I. CONTRACTOR (is) (is not) a legislator or an employee or a busine ‘hich a le1ator oran employee has a controlling interest.* /7

2. CONTRACTOR has not been assisted or represerite legislator or ethploye,. or a fee or othercompensation to obtain this Agreement and will not be assisted eprese a legislatoir employee for a feeor other compensation in the performance of the Agreemen slator or loyee a8been involved in thedevelopment or award of the Agreement.

3. CONTRACTOR has not been a ted or e for a fee orher compensation in the awardof this Agreement by a State or OHA employee the case Legislature, by a legislator.

4. CONTRACTOR has not been re e U or assis nally on matters related to theAgreement by a person who has been an employee th e or OH hin the preceding two (2) years and whoparticipated while in state office or oyment on t ma ith which the Agreement is directly concerned.

5. CONTRACTOR has t ed or isted on matters related to this Agreement, for afee or other consideration by an individua ho, past twelve (12) months, has been a State or 01-IAemployee, or in the casof the Legislature, a islator.

not been r nted or assisted in the award of this Agreement for a fee orpast twelve (12) months, served as a State or OHA employee

) participated while an employee or legislator on matters related

that the Agreement to which this document is attached is voidable on behalfwas entered into in violation of any provision of chapter 84, Hawaii Revised

Code of Ethics, including the provisions which are the source of theIly, any fee, compensation, gift, or profit received by any person as a result of a

:s may be recovered by the State or OHA.

CONTRACTOR

Title:

Date:

6.other consideration by anor in the casef the Legito this

of the

violation of the

OHA and lNAvIE OF CONTRACTORI Page 7 of 7


ATTACHMENT - Si

SCOPE OF SERVICES

Project: [Project Name]Description: [Description of Project]Location: TMK No: [NO.]

The CONTRACTOR shall provide and perform the services set forth belo*in’a satisfactory andproper manner as determined by the OHA, and in accordance with thes andconditions ofthis Contract The services shall include, but may not be limited to3 t1i fQllowi9’

A. The following documents, and any amendments or addenda thereto; comprise theContract between the parties and are fully a part ofiis Contract governñg the. work to beperformed by the CONTRACTOR for the [NA?jEJ PROJECT]: (1) \‘‘

CONTRACTOR’s accepted proposal dated [Date ofRiDosal Submited];J(2) Request forProposal No. [No. of RFP]; and (3) 01-IA ‘ effectiveJanuary 28, 2016; and (4) this Contract. comprise the“Contract”.

B. [Description of scope of

C. The Contract Coordinator (“Cooiliaison between theresolving policy qi.See Attachment — S4

contract monitor and principalCoordinator shall assist in

the review of the work performed.Number 1, Coordination of Reports.

OHA and INAME OF CONTRACTOR Page I of I


TIME Of PERFORMANCE

ATTACHMENT - S2

Project:Description:Location:

[Project Name][Description of Proj ectJTMK No: [NO.]

A. The CONTRACTOR shall render the services required und& this Contiacfitom fDateJthrough and including [Date] unless this Contract is sooner termiñtçd.

4? ‘;\ /

B. The maimer in which the services are to be perfoi I and the specific iibs-tbfeworked by the CONTRACTOR shall be U CONTRAFTR, limited,however, to the maximum amount payable Coni

C. Option to Extend: The Time of P’negotiated fees, subject to the avprior to the end of the current(Amendment) will be executedany and all extensions.

Initial term of

extended atmt in writing

that aSupplementaI Contract)R and the OHA to exercise

[S WRITTEN OUT] (#) months

[NO. Of MONTHS WRITTEN OUT] (#)moiTths, may be less than [NO. Of MONTHS

JWRITTEN OUT] (#) months when it is in the bestinterest of the OHA

Not to exceed [NO. OF MONTHS WRITTENOUT] (#) months

THIS SPACE ENTENTTONALLY LEFT BLANK

OHA and INAtE OF CONTRACTORI Page I of I


ATTACHMENT - S3

COMPENSATION

Project: [Project Name]Description: [Description of Project]Location: TMK No: [NO.]

A The 01-IA agrees to pay the CONTRACTOR, subject to the vai1ability of funds, amaximum amount not to exceed, [DOLLAR AMOUNT WRITTEN. OUT AND NO/100DOLLARS] ($[AMOLTNT]) inclusive of all actual reasonable orciinaf necessary costsand expenses, including general excise tax currentlyat the rate of [4.71 2°/p (for ,Oähuonly) or 4 166% (for neighbor islands)], for servicsatisfactorily rendered unaer thisContract.

B Compensation shall be paid pursuant to cht set’ ohelovn’d uponpresentment of invoice and satisfacto ormatice of the :ç1scribed inATTACHMENT — SI SCOPE Of SER anAhall be apj,rved by the OHAContract Coordinator. The Coor tor’s approval shall be required beforeincurring any exceptional cost an enses. pensation shaLl be paid in thefollowing manner:

jyment Numbey erio1i1’ Amount1 ej tojate] $[AMOUNTJ2 ‘DJ to [Date] $[AMOUNT]3 [Date] to [Date] $[AMOUNT]IL V. $[AMOUNT]

r//

1’AYMENT SCHEDULE

PAYMENT AMOUNT: $

DeHv?)

[Period][Date] to [Date] PAYMENT AMOUNT: S

Deliverables:

OHA and INAME OF CONTRACTORI rage I ot2


[Period][Date] to [Date]

Deliverables:

PAYMENT AMOUNT: $

[Date] (Final Report Due for Period[Date] to [Date])

FINAL PAYMENT: $

TOTAL PAYIENT$ $

C. The OHA shall retain TEN PERCENT (10%) equaj,6 [DOLLAR AMOUTh.T WRITTENOUT AND NO/l00 DOLLARS] ($[AM( ng general excise xcurrentlyat the rate of [4.712% (for Oahu only) or 4.1 ], çf the total

the retained‘,f deliverables as

‘OR’s satisfactoryfrom the Director ofto the State Department of

still be required to submitLTY (30) days of the termination

)mphance issued by the Hawaiiof the tax clearance certificate.

Contract amount as the final paymentamount shall be made upon the comp]stated in the payment schedule below,

D. Said withheld amount shall bereconciliation and submittal of allTaxation and the Internal RevenueTaxation shall be offsetfirst. Thecopies of valid taxdate of this Contract. ACompliance Express may

OHA and INAiE OF COTRACTORI Page 2 ot2


SPECIAL CONDITIONS

ATTACHMENT - S5

Project:Description:Location:

[Project Name][Description of Project]TMKNo: [NO.]

A. OHA Contract No.

______

includes the following OHA RightfEntry (ROE”) which isattached hereto as Exhibit 1, and incorporated herein by refefene’shall bçápart of theContract between OHA and the CONTRACTOR.

C. In the event of a conflict between theshall prevail.

JB Exhibit I ROE between OHA and the CONT RACTOR shall govern the sen ices

provided on [NAME Of PROJECT]

RQEExhibit1the Roe Exhibit 1

OIIA and INAiE Of CONTRACTORI Page I of I

Documents

Sample Contract Exhibit A OFFICE OF CONTRACT CTORJ.… · · 2017-05-19APPROVED AS TO FORM: ALBERT TIBERI Its Ka Paepae Puka, Senior Lej Date: OHA and NAME OF CONTRACTORI Page 3