CULTURALLY RESPONSIVE COMMUNITY OUTREACH AND EDUCATION SERVICES ? KE ALA PONO INITIATIVE

1) Coordination of Services by the OHA. The OHA through its Chief Executive Officer ("CEO") (and/or the
Contract Administrator, as designee of the CEO) 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 the OHA at all stages of the CONTRACTOR'S work and submit to the OHA
for resolution any questions which may arise as to the performance of the Contract. "Purchasing agency" as
used in these General Conditions means and includes any governmental body which is authorized under
chapter 103D, Hawai'i Revised Statutes ("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 Responsibilities.
a. In the performance of services required under this Contract, the CONTRACTOR is an "independent
contractor," with the authority and responsibility to control and direct the performance and details of the
work and services required under this Contract; however, the OHA shall have a general right to inspect
work in progress to determine whether, in the OHA'S opinion, the services are being performed by the
CONTRACTOR in compliance with this Contract. Unless otherwise provided by special condition, it is
understood that the OHA 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 OHA.
b. The CONTRACTOR and the CONTRACTOR'S employees and agents are not by reason of this Contract,
agents or employees of the OHA for any purpose, and the CONTRACTOR and the CONTRACTOR'S
employees and agents shall not be entitled to claim or receive from the OHA any vacation, sick leave,
retirement, workers compensation, unemployment insurance, or other benefits provided to OHA
employees.
c. The CONTRACTOR shall be responsible for the accuracy, completeness, and adequacy of the
CONTRACTOR'S performance under this Contract. Furthermore, the CONTRACTOR intentionally,
voluntarily, and knowingly assumes the sole and entire liability to the CONTRACTOR'S employees and
agents, and to any individual not a party to this Contract, for all loss, damage, or injury caused by the
CONTRACTOR, or the CONTRACTOR'S employees or agents in the course of their employment.
d. The CONTRACTOR shall be responsible for payment of all applicable federal, state, and county taxes
and fees which may become due and owed 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 is also responsible for obtaining all licenses, permits, and certificates
that may be required in order to perform this Contract.
e. The CONTRACTOR shall obtain a general excise tax license from the Department of Taxation, State of
Hawai'i, 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 Hawai'i,
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 OHA 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.
g. The CONTRACTOR shall obtain a certificate of compliance issued by the Department of Labor and
Industrial Relations, State of Hawaii, in accordance with section 103D-310, HRS, and section 3-122-112,
Hawai'i Administrative Rules ("HAR"), that is current within six (6) 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 of Taxation, Labor and Industrial Relations, and
Commerce and Consumer Affairs, the CONTRACTOR may submit proof of compliance through the State
Procurement Office's designated certification process.
3) Personnel Requirements.
a. The CONTRACTOR shall secure, at the CONTRACTOR'S own expense, all personnel required to
perform this Contract.
b. The CONTRACTOR shall ensure that the CONTRACTOR'S employees or agents are experienced and
fully qualified to engage in the activities and perform the services required under this Contract, and that
all applicable licensing and operating requirements imposed or required under federal, state, or county
law, and all applicable accreditation and other standards of quality generally accepted in the field of the
activities of such employees and agents are complied with and satisfied.
4) Nondiscrimination. No person performing work under this Contract, including any subcontractor, employee, or
agent of the CONTRACTOR, shall engage in any discrimination that is prohibited by any applicable federal,
state, or county laws.
5) Conflicts of Interest. The CONTRACTOR represents that neither the CONTRACTOR, nor any employee or
agent of the CONTRACTOR, presently has any interest, and promises that no such interest, direct or indirect,
shall be acquired, that would or might conflict in any manner or degree with the CONTRACTOR'S performance
under this Contract.
6) Subcontracts and Assignments. The CONTRACTOR shall not assign or subcontract any of the
CONTRACTOR'S duties, obligations, or interests under this Contract and no such assignment or subcontract
shall be effective unless (i) the CONTRACTOR obtains the prior written consent of the OHA, and (ii) the
CONTRACTOR'S assignee or subcontractor submits to the OHA 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 CEO of the OHA.
a. Recognition of a successor in interest. When in the best interest of the OHA, a successor in interest may
be recognized in an assignment contract in which the OHA, 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 OHA; and
(3) The CONTRACTOR shall continue to furnish, and the Assignee shall also furnish, all required bonds.
b. Change of name. When the CONTRACTOR asks to change the name in which it holds this Contract with
the OHA, the procurement officer of the purchasing agency (hereinafter referred to as the "Agency
procurement officer") shall, upon receipt of a document acceptable or satisfactory to the Agency
procurement officer indicating such change of name (for example, an amendment to the
CONTRACTOR'S articles of incorporation), enter into an amendment to this Contract with the
CONTRACTOR to effect such a change of name. The amendment to this Contract changing the
CONTRACTOR'S name shall specifically indicate that no other terms and conditions of this Contract are
thereby changed.
c. Reports. All assignment contracts and amendments to this Contract effecting changes of the
CONTRACTOR'S name or novations hereunder shall be reported to the chief procurement officer (CPO)
as defined in section 103D-203(a), HRS, within thirty (30) 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 OHA CPO's office.
7) Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold harmless the State of
Hawaii and the OHA, 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 OHA 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 OHA, including attorneys' fees.
9) [Reserved].
10) OHA'S Right of Offset. The OHA may offset against any monies or other obligations the OHA owes to the
CONTRACTOR under this Contract, any amounts owed to the State of Hawai'i by the CONTRACTOR under
this Contract or any other contracts, or pursuant to any law or other obligation owed to the State of Hawaii by
the CONTRACTOR, including, without limitation, the payment of any taxes or levies of any kind or nature.
The OHA will notify the CONTRACTOR in writing of any offset and the nature of such offset. For purposes of
this paragraph, amounts owed to the State of Hawaii shall not include debts or obligations which have been
liquidated, agreed to by the CONTRACTOR, and are covered by an installment payment or other settlement
plan approved by the State of Hawaii, provided, however, that the CONTRACTOR shall be entitled to such
exclusion only to the extent that the CONTRACTOR is current with, and not delinquent on, any payments or
obligations owed to the State of Hawaii under such payment or other settlement plan.
11) Disputes. Disputes shall be resolved in accordance with section 103D-703, HRS, and chapter 3-126, HAR,
as the same may be amended from time to time.
12) Suspension of Contract. The OHA reserves the right at any time and for any reason to suspend this Contract
for any reasonable period, upon written notice to the CONTRACTOR in accordance with provisions herein.
a. Order to stop performance. 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 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 subcontractors; and (4) Other instructions and
suggestions to the CONTRACTOR for minimizing costs. Upon receipt of such an order, the
CONTRACTOR shall forthwith comply with its terms and suspend all performance under this Contract at
the time stated, provided, however, the CONTRACTOR shall take all reasonable steps to minimize the
occurrence of costs allocable to the performance covered by the order during the period of performance
stoppage. Before the stop performance order expires, or within any further period to which the parties
shall have agreed, the Agency procurement officer shall either:
(1) Cancel the stop performance order; or
(2) Terminate the performance covered by such order as provided in the termination for default provision
or the termination for convenience provision of the Contract.
b. Cancellation or expiration of the order. If a stop performance order issued under this section is cancelled
at any time during the period specified in the order, or if the period of the order or any extension thereof
expires, the CONTRACTOR shall have the right to resume performance. An appropriate adjustment shall
be made in the delivery schedule or contract price, or both, and the Contract shall be modified in writing
accordingly, if:
(1) The stop performance order results in an increase in the time required for, or in the CONTRACTOR'S
cost properly allocable to, the performance of any part of this Contract; and

(2) The CONTRACTOR asserts a claim for such an adjustment within thirty (30) days after the end of
the period of performance stoppage; provided that, if the Agency procurement officer decides that
the facts justify such action, any such claim asserted may be received and acted upon at any time
prior to final payment under this Contract.
c. Termination of stopped performance. If a stop performance order is not cancelled and the performance
covered by such order is terminated for default or convenience, the reasonable costs resulting from the
stop performance order shall be allowable by adjustment or otherwise
d. Adjustment of price. Any adjustment in contract price made pursuant to this paragraph shall be
determined in accordance with the price adjustment provision of this Contract.
13) Termination for Default.
a. Default. If the CONTRACTOR refuses or fails to perform any of the provisions of this Contract with such
diligence as will ensure its completion within the time specified in this Contract, or any extension thereof,
otherwise fails to timely satisfy the Contract provisions, or commits any other substantial breach of this
Contract, the Agency procurement officer may notify the CONTRACTOR in writing of the delay or non-
performance and if not cured in ten (10) days or any longer time specified in writing by the Agency
procurement officer, such officer may terminate the CONTRACTOR'S right to proceed with the Contract
or such part of the Contract as to which there has been delay or a failure to properly perform. In the event
of termination in whole or in part, the Agency procurement officer may procure similar goods or services
in a manner and upon the terms deemed appropriate by the Agency procurement officer. The
CONTRACTOR shall continue performance of the Contract to the extent it is not terminated and shall be
liable for excess costs incurred in procuring similar goods or services.
b. CONTRACTOR'S duties. Notwithstanding termination of the Contract and subject to any directions from
the Agency procurement officer, the CONTRACTOR shall take timely, reasonable, and necessary action
to protect and preserve property in the possession of the CONTRACTOR in which the OHA has an
interest.
c. Compensation. Payment for completed goods and services delivered and accepted by the OHA 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 OHA may withhold from amounts due the CONTRACTOR such sums as the
Agency procurement officer deems to be necessary to protect the OHA against loss because of
outstanding liens or claims and to reimburse the OHA for the excess costs expected to be incurred by the
OHA in procuring similar goods and services.
d. Excuse for nonperformance or delayed performance. The CONTRACTOR shall not be in default by
reason of any failure in performance of the Contract in accordance with its terms, including any failure by
the CONTRACTOR to make progress in the prosecution of the performance hereunder which endangers
such performance, if the CONTRACTOR has notified the Agency procurement officer within fifteen (15)
days after the cause of the delay and the failure arises out 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 perform or to make
progress, and if such failure arises out of causes similar to those set forth above, the CONTRACTOR
shall not be deemed to be in default, unless the goods and services to be furnished by the subcontractor
were reasonably obtainable from other sources in sufficient time to permit the CONTRACTOR to meet
the requirements of the Contract. Upon request of the CONTRACTOR, the Agency procurement officer
shall ascertain the facts and extent of such failure, and if such officer determines that any failure to perform
was occasioned by any one or more of the excusable causes, and that, but for the excusable cause, the
CONTRACTOR'S progress and performance would have met the terms of the Contract, the delivery
schedule shall be revised accordingly, subject to the rights of the OHA under this Contract. As used in
this paragraph, the term "subcontractor" means subcontractor at any tier.
e. Erroneous termination for default. If, after notice of termination of the CONTRACTOR'S right to proceed
under this paragraph, it is determined for any reason that the CONTRACTOR was not in default under
this paragraph, or that the delay was excusable under the provisions of subparagraph 13d, "Excuse for

nonperformance or delayed performance," the rights and obligations of the parties shall be the same as
if the notice of termination had been issued pursuant to paragraph 14.
f. Additional rights and remedies. The rights and remedies provided in this paragraph are in addition to any
other rights and remedies provided by law or under this Contract.
14) Termination for Convenience.
a. Termination. The Agency procurement officer may, when the interests of the OHA so require, terminate
this Contract in whole or in part, for the convenience of the OHA. The Agency procurement officer shall
give written notice of the termination to the CONTRACTOR specifying the part of the Contract terminated
and when termination becomes effective.
b. CONTRACTOR'S 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 performance subject to the OHA'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 OHA. The CONTRACTOR must still complete the performance not terminated by the
notice of termination and may incur obligations as necessary to do so.
c. Right to goods and work product. The Agency procurement officer may require the CONTRACTOR to
transfer title and deliver to the OHA in the manner and to the extent directed by the Agency procurement
officer:
(1) Any completed goods or work product; and
(2) The partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings,
information, and contract rights (hereinafter called "manufacturing material") as the CONTRACTOR
has specifically produced or specially acquired for the performance of the terminated part of this
Contract.
The CONTRACTOR shall, upon direction of the Agency Procurement officer, protect and preserve
property in the possession of the CONTRACTOR in which the OHA has an interest. If the Agency
procurement officer does not exercise this right, the CONTRACTOR shall use best efforts to sell such
goods and manufacturing materials. Use of this paragraph in no way implies that the OHA has breached
the Contract by exercise of the termination for convenience provision.
d. Compensation.
(1) The CONTRACTOR shall submit a termination claim specifying the amounts due because of the
termination for convenience together with the cost or pricing data, submitted to the extent required
by chapter 3-122, HAR, bearing on such claim. If the CONTRACTOR fails to file a termination claim
within one (1) year from the effective date of termination, the Agency procurement officer may pay
the CONTRACTOR, if at all, an amount set in accordance with subparagraph 14d(3) below.
(2) The Agency procurement officer and the CONTRACTOR may agree to a settlement provided the
CONTRACTOR has filed a termination claim supported by cost and 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 OHA, the proceeds of any sales of goods and
manufacturing materials under subparagraph 14c, and the Contract price of the performance not
terminated.
(3) Absent complete agreement under subparagraph 14d(2) the Agency procurement officer shall pay
the CONTRACTOR the following amounts, provided payments agreed to under subparagraph 14d(2)
shall not duplicate payments under this subparagraph for the following:
(A) Contract prices for goods and services accepted under the Contract;

(B) Costs incurred in preparing to perform and performing the terminated portion of the performance
plus a fair and reasonable profit on such portion of the performance, such profit shall not include
anticipatory profit or consequential damages, less amounts paid or to be paid for accepted goods
or services; provided, however, that if it appears that the CONTRACTOR would have sustained
a loss if the entire Contract would have been completed, no profit shall be allowed or included
and the amount of compensation shall be reduced to reflect the anticipated rate of loss;
(C) Cost of settling and paying claims arising out of the termination of subcontracts or orders
pursuant to subparagraph 14b. These costs must not include costs paid in accordance with
subparagraph 14d(3)(B);
(D) The reasonable settlement costs of the CONTRACTOR, including accounting, legal, clerical,
and other expenses reasonably necessary for the preparation of settlement claims and
supporting data with respect to the terminated portion of the Contract and for the termination of
subcontracts thereunder, together with reasonable storage, transportation, and other costs
incurred in connection with the protection or disposition of property allocable to the terminated
portion of this Contract. The total sum to be paid the CONTRACTOR under this subparagraph
shall not exceed the total Contract price plus the reasonable settlement costs of the
CONTRACTOR reduced by the amount of payments otherwise made, the proceeds of any sales
of supplies and manufacturing materials under subparagraph 14d(2), and the contract price of
performance not terminated.
(4) Costs claimed, agreed to, or established under subparagraphs 14d(2) and 14d(3) shall be in
accordance with Chapter 3-123 (Cost Principles), HAR.
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) Written notice required. The CONTRACTOR shall give written notice to the Agency procurement
officer:
(A) Prior to the commencement of the performance involved, if at that time the CONTRACTOR
knows of the occurrence of such action or omission;
(B) Within thirty (30) days after the CONTRACTOR knows of the occurrence of such action or
omission, if the CONTRACTOR did not have such knowledge prior to the commencement of the
performance; or
(C) Within such further time as may be allowed by the Agency procurement officer in writing.
(2) Notice content. This notice shall state that the CONTRACTOR regards the act or omission as a
reason which may entitle the CONTRACTOR to additional compensation, damages, or an extension
of time. The Agency procurement officer, upon receipt of such notice, may rescind such action,
remedy such omission, or take such other steps as may be deemed advisable in the discretion of the
Agency procurement officer;
(3) Basis must be explained. The notice required by subparagraph 15a(1) describes as clearly as
practicable at the time the reasons why the CONTRACTOR believes that additional compensation,
damages, or an extension of time may be remedies to which the CONTRACTOR is entitled; and
(4) Claim must be 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 OHA, 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 of the OHA 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.
16) Costs and Expenses. Any reimbursement due the CONTRACTOR for per diem and transportation expenses
under this Contract shall be subject to chapter 3-123 (Cost Principles), HAR, and the following guidelines:
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 OHA 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 the OHA officers and employees who are excluded from collective bargaining coverage.
17) Payment Procedures; Final Payment; Tax Clearance.
a. Original invoices required. All payments under this Contract shall be made only upon submission by the
CONTRACTOR of original invoices specifying the amount due and certifying that services requested
under the Contract have been performed by the CONTRACTOR according to the Contract.
b. Subject to available funds. Such payments are subject to availability of funds and allotment by the OHA
Chief Financial Officer or 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, as applicable.
c. Prompt payment.
(1) Any money, other than retainage, paid to the CONTRACTOR shall be disbursed to subcontractors
within ten (10) days after receipt of the money in accordance with the terms of the subcontract;
provided that the subcontractor has met all the terms and conditions of the subcontract and there are
no bona fide disputes; and
(2) Upon final payment to the CONTRACTOR, full payment to the subcontractor, including retainage,
shall be made within ten (10) days after receipt of the money; provided that there are no bona fide
disputes over the subcontractor's performance under the subcontract.
d. Final payment. Final payment under this Contract shall be subject to sections 103-53 and 103D-328,
HRS, which require a tax clearance from the Director of Taxation, State of Hawaii, and the Internal
Revenue Service, U.S. Department of Treasury, showing that all delinquent taxes, if any, levied or
accrued under state law and the Internal Revenue Code of 1986, as amended, against the
CONTRACTOR have been paid. Further, in accordance with section 3-122-112, HAR, CONTRACTOR
shall provide a certificate affirming that the CONTRACTOR has remained in compliance with all applicable
laws as required by this section.
18) Federal Funds. If this Contract is payable in whole or in part from federal funds, CONTRACTOR agrees that,
as to the portion of the compensation under this Contract to be payable from federal funds, the CONTRACTOR
shall be paid only from such funds received from the federal government, and shall not be paid from any other
funds. Failure of the OHA to receive anticipated federal funds shall not be considered a breach by the OHA
or an excuse for nonperformance by the CONTRACTOR.
19) Modifications of Contract.
a. In writing. Any modification, alteration, amendment, change, or extension of any term, provision, or
condition of this Contract permitted by this Contract shall be made by written amendment to this Contract,
signed by the CONTRACTOR and the OHA, 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 the Contract shall be permitted.
c. Agency procurement officer. By written order, at any time, and without notice to any surety, the Agency
Procurement officer may unilaterally order of the CONTRACTOR:
(1) Changes in the work within the scope of the Contract; and
(2) 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 if written modification of the Contract is not made prior to final payment under this Contract.
f. Claims not barred. In the absence of a written contract modification, nothing in this clause shall be
deemed to restrict the CONTRACTOR'S right to pursue a claim under this Contract or for a breach of
contract.
g. 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 percent (10%) or more of the initial contract price, must
receive the prior approval of the head of the purchasing agency.
h. Tax clearance. The OHA may, at its discretion, require the CONTRACTOR to submit to the OHA, prior
to the OHA'S approval of any modification, alteration, amendment, change, or extension of any term,
provision, or condition of this Contract, a tax clearance from the Director of Taxation, State 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.
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 sole source contract for
services should not be submitted as an amendment.
20) Change Order. The Agency procurement officer may, by a written order signed only by the OHA, 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:
* Drawings, designs, or specifications, if the goods or services to be furnished are to be specially
provided to the OHA in accordance therewith;
* Method of delivery; or
* Place of delivery.
a. 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 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.

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 payment. No claim by the CONTRACTOR for an adjustment hereunder shall be
allowed if a written response is not given prior to final payment under this Contract.
d. Other claims not barred. In the absence of a change order, nothing in this paragraph 20 shall be deemed
to restrict the CONTRACTOR'S right to pursue a claim under the Contract or for breach of contract.
21) Price Adjustment.
a. Price adjustment. Any adjustment in the contract price pursuant to a provision in this Contract shall be
made in one or more of the following ways:
(1) By agreement on a fixed price adjustment before commencement of the pertinent performance or as
soon thereafter as practicable;
(2) By unit prices specified in the Contract or subsequently agreed upon;
(3) By the costs attributable to the event or situation covered by the provision, plus appropriate profit or
fee, all as specified in the Contract or subsequently agreed upon;
(4) In such a manner as the parties may mutually agree; or
(5) In the absence of agreement between the parties, by a unilateral determination by the Agency
procurement officer of the costs attributable to the event or situation covered by the provision, plus
appropriate profit or fee, all as computed by the Agency procurement officer in accordance with
generally accepted accounting principles and applicable sections of chapters 3-123 and 3-126, HAR.
b. Submission of cost or 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 Definite Quantity Contracts. Upon the agreement of the OHA 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 percent (10%); provided the unit prices will remain the same except for any price
adjustments otherwise applicable; and the Agency procurement officer makes a written determination that
such an increase will either be more economical than awarding another contract or that it would not be practical
to award another contract.
23) Changes in Cost-Reimbursement Contract. If this Contract is a cost-reimbursement contract, the following
provisions shall apply:
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 of performance
(2) Time of performance (i.e., hours of the day, days of the week, etc.);
(3) Place of performance of services;
(4) Drawings, designs, or specifications when the supplies to be furnished are to be specially
manufactured for the OHA in accordance with the drawings, designs, or specifications;
(5) Method of shipment or packing of supplies; or
(6) Place of delivery.

b. If any change causes an increase or decrease in the estimated cost of, or the time required for
performance of, any part of the performance under this Contract, whether or not changed by the order,
or otherwise affects any other terms and conditions of this Contract, the Agency procurement officer shall
make an equitable adjustment in the (1) estimated cost, delivery or completion schedule, or both; (2)
amount of any fixed fee; and (3) other affected terms and shall modify the Contract accordingly.
c. The CONTRACTOR must assert the CONTRACTOR'S rights to an adjustment under this provision within
thirty (30) days from the day of receipt of the written order. However, if the Agency procurement officer
decides that the facts justify it, the Agency procurement officer may receive and act upon a proposal
submitted before final payment under the Contract.
d. Failure to agree to any adjustment shall be a dispute under paragraph 11 of this Contract. However,
nothing in this provision shall excuse the CONTRACTOR from proceeding with the Contract as changed.
e. Notwithstanding the terms and conditions of subparagraphs 23a and 23b, the estimated cost of this
Contract and, if this Contract is incrementally funded, the funds allotted for the performance of this
contract, shall not be increased or considered to be increased except by specific written modification of
the Contract indicating the new contract estimated cost and, if this contract is incrementally funded, the
new amount allotted to the Contract.
24) Confidentiality of Material.
a. All material given to or made available to the CONTRACTOR by virtue of this Contract, which is identified
as proprietary or confidential information, will be safeguarded by the CONTRACTOR and shall not be
disclosed to any individual or organization without the prior written approval of the OHA.
b. All information, data, or other material provided by the CONTRACTOR to the OHA shall be subject to the
Uniform Information Practices Act, chapter 92F, HRS.
25) Publicity. The CONTRACTOR shall not refer to the OHA, or any office, agency, or officer thereof, or any OHA
employee, including the head of the purchasing agency (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 contracts with the CONTRACTOR about
the subject matter of this Contract shall be referred to the Agency procurement officer.
26) Ownership Rights and Copyright. The OHA 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 OHA upon expiration or termination of this Contract. The OHA, in its sole discretion, shall have the
exclusive right to copyright any product, concept, or material developed, prepared, assembled, or conceived
by the CONTRACTOR pursuant to this Contract.
27) Liens and Warranties. Goods provided under this Contract shall be provided free of all liens and provided
together with all applicable warranties, or with the warranties described in the Contract documents, whichever
are greater.
28) Audit of Books and Records of the CONTRACTOR. The OHA 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. An OHA contract, including subcontracts, other than a firm fixed-price contract.
29) Cost or Pricing Data. Cost or pricing data must be submitted to the Agency procurement officer and timely
certified as accurate for contracts over $100,000 unless the contract is for a multiple-term or as otherwise
specified by the Agency procurement officer. Unless otherwise required by the Agency procurement officer,
cost or pricing data submission is not required for contracts awarded pursuant to competitive sealed bid
procedures.
If certified cost or pricing data are subsequently found to have been inaccurate, incomplete, or noncurrent as
of the date stated in the certificate, the OHA is entitled to an adjustment of the contract price, including profit