STATE OF HAWAI‘I

DEPARTMENT OF HAWAIIAN HOME LANDS

91-5420 Kapolei Parkway, Kapolei, HI. 96707

SECTION 3

DHHL CONTRACT

for

CHAIN LINK FENCING AND GATES

INSTALLATION – SOUTH KOHALA DISTRIBUTION

ROAD PROPERTY

KAMUELA, HAWAI‘I

T.M.K. (3) 6-6-001:077 (p)

IFB No.: IFB-27-HHL-004

September 2026

AG-003 Rev. 06/22/2009 1

STATE OF HAWAII

CONTRACT FOR GOODS OR SERVICES

BASED UPON

COMPETITIVE SEALED BIDS

This Contract, executed on the respective dates indicated below, is effective as of , , between Department of Hawaiian Home Lands , (Insert name of state department, agency, board or commission)

State of Hawaii ("STATE"), by its Chairperson, Hawaiian Homes Commission , (Insert title of person signing for State)

(hereafter also referred to as the HEAD OF THE PURCHASING AGENCY or designee (“HOPA”)), whose address is 91-5420 Kapolei Parkway, Kapolei, Hawaii 96707 and ("CONTRACTOR"), a

(Insert corporation, partnership, joint venture, sole proprietorship. or other legal form of the Contractor) under the laws of the State of , whose business address and federal and state taxpayer identification numbers are as follows:

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 an invitation for competitive sealed bids, and has received and reviewed bids submitted in response to the invitation.

C. The solicitation for bids and the selection of the CONTRACTOR were made in accordance with section 103D-302, Hawaii Revised Statutes ("HRS"), Hawaii Administrative Rules, Title 3, Department of Accounting and General Services, Subtitle 11 ("HAR"), Chapter 122, Subchapter 5, and applicable procedures established by the appropriate Chief Procurement Officer ("CPO").

D. The CONTRACTOR has been identified as the lowest responsible and responsive bidder whose bid meets the requirements and criteria set forth in the invitation.

E. Pursuant to HHCA of 1920, as amended , the STATE (Legal authority to enter into this Contract) is authorized to enter into this Contract.

F. Money is available to fund this Contract pursuant to:

(1) Hawaiian Homes Trust Fund (Identify state sources) or (2) (Identify federal sources) or both, in the following amounts: State $ Federal $

NOW, THEREFORE, in consideration of the promises contained in this Contract, the STATE and the CONTRACTOR agree as follows:

1. Scope of Services. The CONTRACTOR shall, in a proper and satisfactory manner as determined by the STATE, provide all the goods or services, or both, set forth in the Invitation for Bids number IFB-27-HHL-004 ("IFB") and the CONTRACTOR'S accepted bid (“Bid"), 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 or services performed, or both, under this Contract in a total amount not to exceed

AG-003 Rev. 06/22/2009 2

DOLLARS

($ ), including approved costs incurred and taxes, at the time and in the manner set forth in the IFB and CONTRACTOR'S Bid.

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 is required to provide or is not required to provide: a performance bond, a payment bond, a performance and payment bond both in the amount of DOLLARS ($ ).

5. Standards of Conduct Declaration. The Standards of Conduct Declaration of the CONTRACTOR is attached to and made a part of this Contract.

6. Other Terms and Conditions. The General Conditions and any Special Conditions are attached to and made a part of this Contract. In the event of a conflict between the General Conditions and the Special Conditions, the Special Conditions shall control. 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 IFB, including all attachments and addenda; and (3) the CONTRACTOR'S Bid.

7. Liquidated Damages. Liquidated damages shall be assessed in the amount of ONE THOUSAND and 00/100 DOLLARS ($ 1,000.00 ) per day, in accordance with the terms of paragraph 9 of the General Conditions.

8. Notices. Any written notice required to be given by 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 HOPA'S address indicated in the Contract. Notice to the CONTRACTOR shall be sent to the CONTRACTOR’S address indicated in the Contract. A notice shall be deemed to have been received three (3) days after mailing or at the time of actual receipt, whichever is earlier. The CONTRACTOR is responsible for notifying the STATE in writing of any change of address.

IN VIEW OF THE ABOVE, the parties execute this Contract by their signatures, on the dates below, to be effective as of the date first above written.

STATE

(Signature)

Kali Watson

(Print Name)

Chairperson, Hawaiian Homes Commission

(Print Title)

CORPORATE SEAL

(If available)

(Date)

CONTRACTOR

(Name of Contractor)

(Print Title)

APPROVED AS TO FORM: (Date)

Deputy Attorney General *Evidence of authority of the CONTRACTOR'S representative to sign this Contract for the CONTRACTOR must be attached.

AG-010 Rev 11/15/2005

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 , CONTRACTOR, the undersigned does declare as follows:

1. CONTRACTOR 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).

2. 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 performance 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 STATE.

* Reminder to Agency: If the "is" block is checked and if the Contract involves goods or services of a value in excess of $10,000, the Contract must be awarded by competitive sealed bidding under section 103D-302, HRS, or a competitive sealed proposal under section 103D-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 84-15(a), HRS).

CONTRACTOR

By

(Signature)

Print Name

Print Title

Name of Contractor

Date

1 AG-011 Rev 07/28/2005

Attachment - S1

SCOPE OF SERVICES

Project: Chain Link Fencing and Gates Installation Location: Island of Hawaii, South Kohala Distribution Road Contractor: tbd

Pursuant to Chapter 103D, Hawaii Revised Statutes, the CONTRACTOR shall perform and provide the Scope of Services listed below and detailed in Invitation for Bids IFB- -HHL- and in CONTRACTOR’s proposal submitted on [date] , which is further summarized below, in a proper and satisfactory manner as determined by the STATE and in accordance with all Federal, State and local laws, both of which are incorporated by reference.

1 Fence A: Install 6-foot chain link fencing, as called for in the Department of Public Works Standard Detail R-19, 6’ Chain Link Fence, in place complete.

530 Linear Feet

2 Fence B: Install 6-foot chain link

Department of Public Works Standard Detail R-19, 6’ Chain

620 Linear Feet

3 Fence C: Install 6-foot chain link

Department of Public Works Standard Detail R-19, 6’ Chain

170 Linear Feet

4 Walk gates: Install 6-foot high chain link walk gates, as called for in the Department of Public Works Standard Detail R-20, in place complete.

5 Each

5 Double swing gate: Install 6-foot high chain link double swing gate, 24’ wide, as called for in the Department of Public Works Standard Detail R-21A, Typical Double Swing Gate, in place complete.

1 Each

6 Burial lot 1: Install 6-foot chain link fencing, as call for in the Department of Public Works Standard Detail R- 19, 6’ Chain Link Fence, in place complete.

(approxi mate)

Linear Feet

2 AG-011 Rev 07/28/2005

Attachment - S1

SCOPE OF SERVICES

ITEM

NO.

DESCRIPTION ESTIMATED

QUANTITY

QUANTITY

UNIT

7 Burial lot 2 : Install 6-foot chain link

Department of Public Works Standard Detail R-19, 6’ Chain Link Fence, in place complete.

1,160 (approximate)

Linear Feet

8 Burial lot 3: Install 6-foot chain link fencing, as called for in the Department of Public Works Standard Detail R-19, 6’ Chain Link Fence, in place complete.

(approximate)

1 AG-012 Rev 11/15/2005

Attachment – S2

COMPENSATION AND PAYMENT SCHEDULE

Project: Chain Link Fencing and Gates Installation Location: Island of Hawaii, South Kohala Distribution Road Contractor: tbd

The State shall pay the CONTRACTOR a sum not to exceed AND /100 DOLLARS ($ ) for the satisfactory completion of the work under this contract.

DESCRIPTION ESTIMATED

QUANTITY

QUANTITY

UNIT

UNIT

PRICE

TOTAL

1 Fence A: Install 6-foot chain link fencing, as called for in the Department of Public Works Standard Detail R-19, 6’ Chain

530 Linear Feet $ $

2 Fence B: Install 6-foot chain link

Department of Public Works Standard Detail R-19, 6’ Chain

620 Linear Feet $ $

3 Fence C: Install 6-foot chain link

Department of Public Works Standard Detail R-19, 6’ Chain

170 Linear Feet $ $

4 Walk gates: Install 6-foot high chain link walk gates, as called for in the Department of Public Works Standard Detail R-20, in place complete.

5 Each $ $

5 Double swing gate: Install 6-foot high chain link double swing gate, 24’ wide, as called for in the Department of Public Works Standard Detail R-21A, Typical Double Swing Gate, in place complete.

1 Each $ $

6 Burial lot 1: Install 6-foot chain link fencing, as call for in the Department of Public Works Standard Detail R- 19, 6’ Chain Link Fence, in place complete.

(approximate)

Linear Feet $ $

2 AG-012 Rev 11/15/2005

Attachment – S2

COMPENSATION AND PAYMENT SCHEDULE

DESCRIPTION ESTIMATED

QUANTITY

QUANTITY

UNIT

UNIT

PRICE

TOTAL

7 Burial lot 2 : Install 6-foot chain link

Department of Public Works Standard Detail R-19, 6’ Chain Link Fence, in place complete.

1,160 (approximate)

Linear Feet

8 Burial lot 3: Install 6-foot chain link fencing, as called for in the Department of Public Works Standard Detail R-19, 6’ Chain Link Fence, in place complete.

(approximate)

9 Allowance* 1 Allowance* $ 15,000 $ 15,000

1 AG-013 Rev 11/15/2005

TIME OF PERFORMANCE

Attachment – S3

Project:

Location:

Chain Link Fence and Gates Installation - South Kohala Distribution Road Property Island of Hawaii

Contractor: TBD

1. The Time of Performance for this Contract shall be Sixty (60) Calendar Days from the effective date specified in the Notice to Proceed issued by the STATE separately to the

CONTRACTOR.

2. Unless terminated, the contract shall be extended for not more than one additional thirty-day period or parts thereof, without the necessity of rebidding upon mutual agreement in writing at least sixty (30) days prior to expiration, provided that the contract price for the extended periods shall be adjusted in accordance with the price adjustment provisions and/or by State initiated contract modifications.

3. The CONTRACTOR or the STATE may terminate the extended contract period at any time upon fourteen (14) days prior written notice.

Attachment – S4

CERTIFICATE OF EXEMPTION

FROM CIVIL SERVICE

1. By Heads of Departments Delegated by the Director of the Department of Human Resources

Development (“DHRD”).*

Pursuant to a delegation of the authority by the Director of DHRD, 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, Hawaii Revised Statutes (HRS).

(Signature) (Date)

Kali Watson (Print Name)

Chairperson, Hawaiian Homes Commission (Print Title)

* 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) It 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 of DHRD may certify §§ 76-16(b)(2), and 76-16(b)(12) exemptions.

2. By the Director of DHRD, State of Hawaii.

I certify that the services to be provided under this Contract, and the person(s) providing the services under this Contract are exempt from the civil service, pursuant to §76-16, HRS.

(Date)

(Print Title, if designee of the Director of DHRD)

AG-014 Rev 6/26/2006 1

AG-015 Rev 11/15/2005

SPECIAL CONDITIONS

Attachment – S5

Project:

Location:

Contractor:

Chain Link Fence and Gates Installation - South Kohala Distribution Road Property Kamuela, Hawai‘i

TBD

SC-01 INTERCHANGEABLE TERMS

The following terms are one and the same:

a. “Contract” and “Agreement”

b. “Department of Hawaiian Home Lands”, “Department”, and “DHHL”

c. “Construction Management” and “CM”

d. “Construction Management Manager” and “CMM”

e. “Project Manager” and “Officer-in-Charge”

f. “Engineer” and “Department Engineer”

g. “STATE” and “State of Hawai‘i”

SC-02 INSURANCE COVERAGE

The CONTRACTOR shall obtain separate insurance coverage for this project that complies with the requirements set forth in the DHHL Construction General Conditions, Article 7, Section 7.3, as amended. Payment for all work required to comply with this item will not be paid for separately but shall be considered incidental to the various contract items.

CONTRACTOR shall maintain insurance acceptable to the STATE in full force and effect throughout the term of this Contract. The policies of insurance maintained by CONTRACTOR shall provide the following minimum coverage:

Coverage Limit General Liability Insurance (occurrence form)

Automobile Insurance (covering all owned, non-owned and hired automobiles)

Bodily Injury and Property Damage (combined single limit): $1,000,000 per occurrence and $2,000,000 aggregate Personal Injury: $1,000,000 per occurrence and $2,000,000 aggregate Bodily Injury: $1,000,000 per person and $1,000,000 per occurrence.

Property Damage: $1,000,000 per accident or combined single limit of $2,000,000.

Attachment – S5

a. The State of Hawai‘i, Department of Hawaiian Home Lands, its elected and appointed officials, officers, employees, and agents shall be named as additional insured with respect to operations, services or products provided to the State of Hawai‘i.

CONTRACTOR agrees to provide to the DHHL, before the effective date of the Contract, certificate(s) of insurance necessary to evidence compliance with insurance provisions of this Contract. CONTRACTOR shall keep such insurance in effect and the certificate(s) on deposit with DHHL during the entire term of this Contract. Upon request by the STATE, CONTRACTOR shall furnish a copy of the policy or policies.

b. Failure of CONTRACTOR to provide and keep in force such insurance shall be regarded as a material default under this Contract. The STATE shall be entitled to exercise any or all of the remedies provided in this Contract for default of

CONTRACTOR.

c. The procuring of such required policy or policies of insurance shall not be construed to limit CONTRACTOR’s liability under this Contract or to fulfill the indemnification provisions and requirements of this Contract. Notwithstanding said policy or policies of insurance, CONTRACTOR shall be obliged for the full and total amount of any damage, injury, or loss caused by negligence or neglect connected with this Contract.

d. CONTRACTOR shall immediately provide written notice to DHHL should any of the insurance policies evidenced on its Certificate of Insurance form be cancelled, limited in scope, or not renewed upon expiration.

e. DHHL is a self-insured State agency. CONTRACTOR’s insurance shall be primary.

Any insurance maintained by the STATE shall apply in excess of, and shall not contribute with, insurance provided by CONTRACTOR.

f. The CONTRACTOR shall require all subcontractors to have in full force and effect the same insurance coverage as required of the CONTRACTOR. Such insurance shall name the State of Hawai‘i, Department of Hawaiian Home Lands, its elected and appointed officials, officers, employees, and agents as additional insured with respect to operations, services or products provided to the State of Hawai‘i. The CONTRACTOR shall be responsible to enforce its subcontractors’ compliance with these insurance requirements and CONTRACTOR shall, upon request, provide DHHL a copy of the policy or policies of insurance for any subcontractor.

SC-03 COMPLETION SCHEDULE AND LIQUIDATED DAMAGES

The CONTRACTOR shall complete all work as specified or indicated in the Contract Documents on or before Sixty (60) calendar days after receiving written Notice to Proceed, subject to extensions, as may be granted.

In case of failure on the part of the CONTRACTOR to complete the work within the time specified, the CONTRACTOR shall pay to DHHL as liquidated damages, and not as a penalty, one thousand dollars ($1,000.00) per calendar day for each day that the project, in its entirety, remains incomplete.

SC-04 PROCESS THROUGH DHHL

Any and all submittals, reports, requests, claims and notices under the contract shall be processed through Land Management Division Project Manager, at DHHL Hale Kalanianaole, 91-5420 Kapolei Parkway, Kapolei, Hawai‘i 96707.

SC-05 ALLOWANCES

The proposal may contain payment items designated as allowances. Funds listed in allowance items are to be spent at the direction of DHHL. The allowance is an estimate only and is subject to increase or decrease depending on the actual cost of the item. The funds are for the direct costs of an item and all pricing, submittal and review, overhead, installation, profit, insurance, surety, processing of the issuance of checks for payment to other parties, and all other costs will be included. No payment will be made for incidental costs.

Allowances specifically set aside for construction work and materials will be negotiated when the scope of work is determined. Any unspent allowance costs will be deducted from the contract by change order prior to final payment.

SC-06 CONTRACTOR'S LICENSING

It is the CONTRACTOR’s sole responsibility to review the requirements of this project and determine the appropriate contractor's licenses that are required to complete the project. If the CONTRACTOR does not hold all of the licenses required to perform a particular item of work on this project with its own workers, when bidding, he must list subcontractors that hold the appropriate licenses in its proposal.

SC-07 WATER CHARGES AND REQUIREMENTS

The CONTRACTOR shall be solely responsible for obtaining water to meet any requirements of the CONTRACT. Unless otherwise indicated or provided for, any work, costs, charges and fees necessary to obtain water for this CONTRACT shall not be paid for separately but shall be considered incidental to the various contract items; no separate or additional payment will be made therefore.

SC-08 SOIL AND DUST CONTROL

To control the dust during construction, the CONTRACTOR shall have an adequate supply of water for dust control and if necessary, moisture conditioning of fill material at all times.

The CONTRACTOR shall institute an erosion control program and a dust control program to minimize soil erosion and wind erosion and airborne fugitive dust nuisance, respectively for the entire duration of this project.

SC-09 FINAL INSPECTION

Throughout the construction period, the work may be subject to periodic inspection by DHHL. Once work has been satisfactorily completed, DHHL will make the final inspection of the work to determine whether all work has been done in complete compliance with the requirements of the plans and these specifications.

Neither the scheduling nor the conduct of the aforementioned final inspection shall be deemed a waiver of the DHHL’s right to subsequently require CONTRACTOR to complete all unfinished or defective work to the satisfaction of the DHHL.

SC-10 GENERAL CONDITIONS

In the event of conflicts and/or discrepancies, the DHHL Construction General Conditions shall govern over Form AG-008, 103D General Conditions (eff. 10/17/13)

SC-11 CAMPAIGN CONTRIBUTIONS BY STATE AND COUNTY

CONTRACTORS

Contractors are hereby notified of the applicability of Section 11-355, HRS, which states that campaign contributions from specified State or County government contractors during the term of the contract if the contractors are paid with funds appropriated by a legislative body.

SC-12 AGREEMENT COUNTERPARTS

This agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this agreement may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received.

SC-13 NOTIFICATION OF WORK AND SCHEDULE OF PRICES

The CONTRACTOR shall notify the Project Manager, and give a minimum of five (5) working days’ notice before starting any work. The CONTRACTOR shall notify the Project Manager a minimum of five (5) working days prior to start of any critical activities including, but not limited to, activities impacting noise, access, and air quality.

The CONTRACTOR shall submit a schedule of values in accordance with DHHL Construction General Conditions, Article 7.2.4 Schedule of Prices, within 14 calendar days of the Notice to Proceed. The format and breakdown of the schedule of values shall be acceptable to DHHL.

The schedule of values shall show the work of each subcontractor and shall be based on installed work. No payment will be made until the CONTRACTOR has presented an acceptable schedule of values to DHHL. Performance and Payment Bonds costs shall be a separate line item and the cost shall be authenticated by surely invoice. All overhead and profit shall be prorated across all payment line items.

SC-14 STATE GENERAL EXCISE TAX

This project is not exempt from the State of Hawai‘i General Excise Tax. The CONTRACTOR’s prices shall include the General Excise Tax for all work.

SC-15 FINAL SETTLEMENT OF CONTRACT

The following shall be made additional conditions of compliance with DHHL Construction General Condition 7.33:

Attachment – S5

STATE OF HAWAII

SPECIAL CONDITIONS

SC-16 DEPARTMENT OF PUBLIC WORKS STANDARD DETAILS

The “STANDARD DETAILS FOR PUBLIC WORKS CONSTRUCTION, Revised September 2000, as amended of the Departments of Public Works, County of Kauai, County of Maui, County of Hawai‘i, and City and County of Honolulu, of the State of Hawai‘i,” is by reference incorporated herein and made a part of these specifications. The term “Standard Details” used hereinafter refers to this “STANDARD DETAILS FOR PUBLIC WORKS CONSTRUCTION, Revised September 2000,” and all applicable updates. Copies of the Standard Details are on file and may be inspected at the Division of Purchasing during regular business hours of the City and County of Honolulu.

The work embraced herein shall be done in accordance with the Standard Details insofar as they may apply, and various sections of the Special Conditions.

SC-31 STANDARD SPECIFICATIONS

The “STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION, September 1986, as amended of the Departments of Public Works, County of Kauai, County of Maui, County of Hawai‘i, and City and County of Honolulu, of the State of Hawai‘i,” is by reference incorporated herein and made a part of these contracted documents. The work embraced herein shall be performed by the CONTRACTOR in accordance with the “STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION,” and the various sections of the Special Conditions.

The work embraced herein shall be in accordance with the Standard Specifications insofar as they may apply.

DHHL CGC Page 1 of 68

Department of Hawaiian Home Lands

CONSTRUCTION GENERAL CONDITIONS

Dated March 2014 (rev. October 2022)

TABLE OF CONTENTS

ARTICLE/SECTION PAGE

ARTICLE 1: DEFINITIONS AND ABRREVIATIONS

1.1 DEFINITIONS

1.2 ABBREVIATIONS

ARTICLE 2 (reserved)

ARTICLE 3: CONTRACT

3.1 NOTICE TO PROCEED

3.2 RELATIONSHIP OF PARTIES

3.3 PERSONNEL REQUIREMENTS

3.4 NON-DISCRIMINATION

3.5 CONFLICTS OF INTEREST

3.6 EMPLOYMENT OF STATE RESIDENTS (§103B-3 HRS)

ARTICLE 4: SCOPE OF WORK

4.1 INTENT OF CONTRACT, DUTY OF CONTRACTOR

4.2 CHANGES

4.3 DUTY OF CONTRACTOR TO PROVIDE PROPOSAL FOR CHANGES

4.4 PRICE ADJUSTMENT (§3-125-13 HAR)

4.5 ALLOWANCES FOR OVERHEAD AND PROFIT (§3-125-13 HAR)

4.6 PAYMENT FOR DELETED MATERIAL

4.7 VARIATIONS IN ESTIMATED QUANTITIES (§3-125-10 HAR)

4.8 VARIATIONS IN BOTTOM ELEVATIONS

4.9 DIFFERING SITE CONDITIONS (§3-125-11 HAR)

4.10 COSTS AND EXPENSES

ARTICLE 5: CONTROL OF WORK

5.1 AUTHORITY OF THE CHAIRMAN, HAWAIIAN HOMES COMMISSION

5.2 AUTHORITY OF THE PROJECT MANAGER

5.3 AUTHORITY OF THE INSPECTOR

5.4 AUTHORITY OF CONSULTANT(S)

5.5 SHOP DRAWINGS AND OTHER SUBMITTALS

5.6 COORDINATION OF CONTRACT DOCUMENTS

5.7 INTERPRETATION OF DRAWINGS AND SPECIFICATIONS

5.8 EXAMINATION OF DRAWINGS, SPECIFICATIONS, PROJECT SITE

DHHL Construction General Conditions March 2014 (rev. October 2022)

March 2014

DHHL CGC Page 2 of 68

5.9 COOPERATION BETWEEN THE CONTRACTOR AND THE DEPARTMENT

5.10 INSPECTION

5.11 REMOVAL OF DEFECTIVE, NON-CONFORMING AND UNAUTHORIZED WORK

5.12 VALUE ENGINEERING INCENTIVE

5.13 SUBCONTRACTS

ARTICLE 6: CONTROL OF MATERIALS AND EQUIPMENT

6.1 MATERIALS AND EQUIPMENT

6.2 SOURCE OF SUPPLY AND QUALITY OF MATERIALS

6.3 SUBSTITUTION OF MATERIALS AND EQUIPMENT AFTER BID OPENING

6.4 ASBESTOS CONTAINING MATERIALS

6.5 TEST SAMPLES

6.6 MATERIAL SAMPLES

6.7 NON-CONFORMING MATERIALS

6.8 HANDLING MATERIALS

6.9 STORAGE OF MATERIALS

6.10 PROPERTY RIGHTS IN MATERIALS

6.11 ANTI-TRUST CLAIMS

ARTICLE 7: PROSECUTION AND PROGRESS

7.1 PROSECUTION OF THE WORK

7.2 COMMENCEMENT REQUIREMENTS

7.3 INSURANCE REQUIREMENTS

7.4 PERMITS AND LICENSES

7.5 NORMAL WORKING HOURS

7.6 HOURS OF LABOR (§104-2 HRS)

7.7 PREVAILING WAGES (§104-2 HRS & FEDERAL DAVIS-BACON)

7.8 FAILURE TO PAY REQUIRED WAGES (§104-4 HRS OR

FEDERAL DAVIS-BACON)

7.9 PAYROLLS AND PAYROLL RECORDS (§104-3 HRS)

7.10 OVERTIME AND NIGHT WORK

7.11 OVERTIME AND NIGHT PAYMENT FOR DEPARTMENT INSPECTION SERVICE

7.12 LIMITATIONS OF OPERATIONS

7.13 ASSIGNMENT OR CHANGE OF NAME (§3-125-14 HAR)

7.14 LAWS TO BE OBSERVED

7.15 PATENTED DEVICES, MATERIALS AND PROCESSES

7.16 SANITARY, HEALTH AND SAFETY PROVISOINS

7.17 PROTECTION OF PERSONS AND PROPERTY

7.18 ARCHAEOLOGICAL SITES

7.19 RESPONSIBILITY FOR DAMAGE CLAIMS; INDEMNITY

7.20 CHARACTER OF WORKERS OR EQUIPMENT

7.21 CONTRACT TIME

7.22 CONSTRUCTION SCHEDULE

7.23 STATEMENT OF WORKING DAYS

DHHL CGC Page 3 of 68

7.24 SUSPENSION OF WORK (§3-125-7 HAR)

7.25 DISPUTES AND CLAIMS (§3-126-3 HAR)

7.26 FAILURE TO COMPLETE THE WORK ON TIME

7.27 TERMINATION OF CONTRACTOR FOR CAUSE (§3-125-18 HAR)

7.28 TERMINATION FOR CONVENIENCE (§3-125-22 HAR)

7.29 CORRECTING DEFECTS

7.30 FINAL CLEANING

7.31 SUBSTANTIAL COMPLETION AND FINAL INSPECTION

7.32 PROJECT ACCEPTANCE DATE

7.33 FINAL SETTLEMENT OF CONTRACT

7.34 CONTRACTOR’S RESPONSIBILITY FOR WORK; RISK OF LOSS

7.35 GUARANTEE OF WORK

7.36 WORK OF AND CHARGES BY UTILITIES

7.37 RIGHT TO AUDIT RECORDS

7.38 RECORDS MAINTENANCE, RETENTION AND ACCESS

7.39 COST OR PRICING DATA

7.40 CONFIDENTIALITY OF MATERIAL

7.41 PUBLICITY

7.42 OWNERSHIP RIGHTS AND COPYRIGHT

7.43 GOVERNING LAW

7.44 SEVERABILITY

7.45 WAIVER

7.46 UTILITIES AND SERVICES

ARTICLE 8: MEASUREMENT AND PAYMENT

8.1 MEASUREMENT OF QUANTITIES

8.2 NO WAIVER OF LEGAL RIGHTS

8.3 PAYMENT FOR ADDITIONAL WORK

8.4 PROGRESS AND/OR PARTIAL PAYMENTS

8.5 PROMPT PAYMENT (§3-125-23 HAR)

8.6 RETAINAGE

8.7 WARRANTY OF CLEAR TITLE

8.8 FINAL PAYMENT

8.9 STATE’S RIGHT TO OFFSET

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ARTICLE 1: DEFINITIONS AND ABBREVIATIONS

1.1 DEFINITIONS. Whenever the following terms or pronouns are used in these Construction General Conditions, or in any contract documents or instruments where these Construction General Conditions govern, the intent and meaning shall be interpreted as follows:

ADDENDUM (plural - Addenda). A written or graphic document, including Drawings and Specifications, issued by the Chairman during the bidding period which modifies or interprets the bidding documents, by additions, deletions, clarifications or corrections, which shall be considered and made a part of the bid proposal and the contract.

ADDITION (to the contract sum). Amount added to the contract sum by Change Order.

ADMINISTRATIVE RULES. Hawaii Administrative Rules for Chapter 103-D of the Hawaii Revised Statutes.

ADVERTISEMENT. A public announcement inviting bids for work to be performed or materials to be furnished.

BAD WEATHER DAY. When weather or other conditions prevent a minimum of four hours of work with the Contractor’s normal work force on controlling items of work at the site. (See excess bad weather day.)

BENEFICIAL OCCUPANCY. The point of project completion when the Department can use the constructed facility in whole or in part for its intended purpose even though substantial completion may not be achieved.

BID. See PROPOSAL.

BID SECURITY. The security furnished by the Bidder from which the Department may recover its damages in the event the Bidder breaches its promise to enter into a contract with the Department and fails to execute the required bonds covering the work contemplated, if its proposal is accepted.

BIDDER. Any individual, partnership, firm, corporation, joint venture, or other legal entity submitting, directly or through a duly authorized representative or agent, a proposal for the work contemplated.

BIDDING DOCUMENTS. The advertisement “Notice to Contractors”, or invitation to bid, instructions to Bidders, proposal requirements, the bid form and the proposed Contract Documents including all addenda issued prior to receipt of Bids.

BULLETIN. A written notice to the Contractor requesting a price and / or time proposal for contemplated changes preparatory to the issuance of a field order or change order.

BY OR TO THE PROJECT MANAGER. To avoid cumbersome and confusing repetition of expressions in these General Conditions, it is provided that whenever the following words or words of like import are used, they shall be understood as if they were followed by the words “by the Project Manager” or “to the Project Manager”, unless the context clearly indicates another meaning: contemplated, required, determined, directed, specified, authorized, ordered, given, designated, indicated, considered necessary, deemed necessary, permitted, reserved, suspended, established, approval, approved, disapproved, acceptable, unacceptable, suitable, accepted, satisfactory, unsatisfactory, sufficient, insufficient, rejected or condemned.

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CALENDAR DAY. Any day shown on the calendar beginning at midnight and ending at midnight the following day. If no designation of calendar or working day is made, “day” shall mean calendar day.

CHAIRMAN. The Chairman of the Hawaiian Homes Commission, Department of Hawaiian Home Lands.

CHANGE ORDER. A written order signed by the Chairman that establishes the full payment and final settlement of all claims for direct, indirect and consequential costs, including costs of delays, and establishes any adjustments to contract time related to the work covered and affected by one or more field orders, or for change work done or agreed to be done without issuance of a separate field order. A change order signed by all the parties to the contract constitutes a supplemental agreement.

COMPLETION. See SUBSTANTIAL COMPLETION and FINAL COMPLETION.

CONSULTANT. A person, firm or corporation having a contract with the Department to furnish services with respect to the project.

CONTRACT. The written agreement between the Contractor and the Department by its Chairman, by which the Contractor is bound to furnish all labor, equipment, and materials and to perform the specified work within the contract time stipulated, and by which DHHL is obligated to compensate the Contractor therefor at the prices set forth therein. The contract shall include the Contract Documents, also any and all amendments, and change orders, which are required to complete the construction in an acceptable manner.

CONTRACT COMPLETION DATE. The calendar day on which all work on the project, required by the contract, must be completed. See CONTRACT TIME and FINAL COMPLETION.

CONTRACT DOCUMENTS. The Contract, Addenda (which pertain to the Contract Documents, Contractor’s Proposal (including Wage Schedule, List of Subcontractors and other documentation accompanying the Bid and any post bid documentation submitted prior to the Notice of Award) when attached as an exhibit to the contract, the Notice to Proceed, the Bonds, these General Conditions, the SPECIAL CONDITIONS, the Specifications and the Drawings as the same are more specifically identified in the contract together with all written Amendments, Change Orders, Field Orders, any written order for minor changes in the work and Project Manager’s written interpretations and clarifications issued on or after the effective date of the contract.

CONTRACT PRICE. The amount designated on the face of the contract for the performance of work including allowances, if any.

CONTRACT TIME. The number of working or calendar days provided in the contract for completion of the contract, exclusive of authorized time extensions. The number of days shall begin running on the effective date in the Notice to Proceed. If in lieu of providing a number of working or calendar days, the contract requires completion by a certain date, the work shall be completed by that date.

CONTRACTOR. Any individual, partnership, firm, corporation, joint venture, or other legal entity undertaking the execution of the work under the terms of the contract with the State of Hawaii, and acting directly or through its agents, or employees.

DEPARTMENT. The Department of Hawaiian Home Lands (abbreviated DHHL).

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DRAWINGS (or Plans). The contract drawings in graphic or pictorial form, which show the design, location, character, dimensions and details of the work to be done and which shall be a part of the Contract Documents.

EQUAL OR APPROVED EQUAL. Whenever this term is used in the drawings or specifications, it shall be interpreted to mean a brand or article, prequalified in accordance with Section 6.3 SUBSTITUTION OF MATERIALS AND EQUIPMENT AFTER BID OPENING, that may be used in place of the one specified.

EXCESS BAD WEATHER DAY. A working day on which inclement weather prevents work on the contract and is beyond the average weather for the location of the project and the time of the year.

FIELD ORDER. A written order issued by the Project Manager to the Contractor requiring the contract work to be performed in accordance with a change or changes in the work. A field order may (1) establish a price adjustment and/or time adjustment in an amount the Project Manager believes is reasonable for the change; or (2) may declare that the Project Manager does not intend to adjust contract time or price for the work; or (3) may request the Contractor to submit a proposal for an adjustment to the contract time and/or price by a certain date.

FINAL COMPLETION. The date set by the Chairman that all work required by the contract and any amendments or changes thereto is in full compliance with the contract.

FORCE ACCOUNT. Term used when work is ordered to be done at the sole option of the Department and is to be billed for at cost of labor, materials and equipment, insurance(s), taxes, etc., plus a percentage for overhead and profit.

GUARANTEE. Legally enforceable assurance of the duration of satisfactory performance of quality of a product or work.

HAZARDOUS MATERIALS. Any and all radioactive materials, asbestos, polychlorinated biphenyls, petroleum, crude oil, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, toxic substances or materials cited in Hazardous Material Laws. Abandoned motor vehicles or parts thereof are not hazardous material.

HOLIDAYS. The days of each year which are set apart and established as State holidays pursuant to Chapter 8, Hawaii Revised Statutes.

INSPECTOR. The person assigned by the Department to make detailed inspections of contract performance and materials supplied for the work.

LAWS. All Federal, State, City and County Laws, ordinances, rules and regulations, and standard specifications, including any amendments thereto effective as of the date of the call for sealed bids.

LETTER OF AWARD. A written notice from the Chairman to the successful Bidder(s) stating that the Department has accepted its proposal.

LIQUIDATED DAMAGES. The amount prescribed in the Special Conditions, LIQUIDATED DAMAGES to be paid to the Department or to be deducted from any payments due or to become due the Contractor for each working day or calendar day (as applicable) delay in completing the whole or any specified portion of the work beyond the Contract Time.

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MAJOR UNIT PRICE ITEM. A unit price item which, when extended on its estimated quantities in the proposal form, exceeds five percent (5%) of the total base bid proposal less any allowance and contingent items included in the proposal.

NON-CONFORMING WORK. Work that does not meet the requirements of the Contract Documents.

NOTICE TO PROCEED. A written notice from the Project Manager to the Contractor advising it of the date on which it is to begin the prosecution of the work, which date shall also be the beginning of Contract Time.

POST CONTRACT DRAWINGS. Drawings issued after the award of the contract for the purpose of clarification and / or changes to the work indicated in the original drawings and which may be made a part of the contract.

PROJECT ACCEPTANCE DATE. The calendar day on which the Project Manager accepts the project as sufficiently completed in compliance with the contract so that the Department can occupy or utilize the work for its intended use. See SUBSTANTIAL COMPLETION.

PROJECT CONTRACT LIMITS (or CONTRACT ZONE). The portion of the site as delineated on the drawings which define the Contractor’s primary area of operation for the prosecution of the work. It does not define the exact limits of all construction that may be required under the contract.

PROJECT MANAGER. The Department’s Contract Administrator as described in ARTICLE 5, CONTROL OF WORK.

PROJECT GUARANTEE. A guarantee issued by the Contractor to the Department. See

GUARANTEE.

PROPOSAL (BID). The executed document submitted by a Bidder in the prescribed manner, in response to a request for proposals or invitation to Bid, to perform at the prices quoted, for the work specified under the contract, within the time prescribed for performance.

PROPOSAL FORM. The form prepared by the Department on which the written offer or formal bid for the work to be done is submitted by the Bidder. By submitting a bid on the proposal form, a Bidder adopts the language therein as its own.

PUNCHLIST. A list compiled by the Project Manager (or Contractor) stating work yet to be completed or corrected by the Contractor in order to substantially complete or finally complete the contract requirements.

SHOP DRAWINGS/SUBMITTALS. All drawings, diagrams illustrations, schedules and other data or information which are prepared or assembled by the Contractor and submitted by Contractor to illustrate some portion of the work.

SPECIAL CONDITIONS. The specific clauses that supplements or modify the standard clauses of the GENERAL CONDITIONS setting forth conditions or requirements peculiar to the individual project under consideration, which are not thoroughly or satisfactorily covered, described or explained in these

GENERAL CONDITIONS.

SPECIFICATIONS. That portion of the Contract Documents consisting of written descriptions for materials, equipment, construction systems, standards, workmanship, directions, provisions and

DHHL CGC Page 8 of 68 requirements that pertain to the method and manner of performing the work and certain administrative requirements applicable thereto.

STATE. The State of Hawaii acting through its authorized representative.

SUBCONTRACT. Any written agreement between the Contractor and its subcontractors which contains the conditions under which the subcontractor is to perform a portion of the work for the Contractor.

SUBCONTRACTOR. An individual, partnership, firm, corporation, joint venture or other legal entity, as covered in Chapter 444, Hawaii Revised Statutes, which enters into an agreement with the Contractor to perform a portion of the work for the Contractor.

SUBSTANTIAL COMPLETION. The status of the project when the Contractor has completed all the work and (1) all utilities and services are connected and working; (2) all equipment is in acceptable working condition; (3) additional activity by the Contractor to correct punchlist items as described herein will not prevent or disrupt use of the work or the facility in which the work is located; and 4) the building, structure, improvement or facility can be used for its intended purpose.

SUPERINTENDENT. The employee of the Contractor, authorized to receive and fulfill instructions from the Project Manager, who is charged with the responsibility of all the work.

SURETY. The qualified individual, firm or corporation other than the Contractor, which executes a bond with and for the Contractor to ensure its acceptable performance of the contract.

UNUSUALLY SEVERE WEATHER. Uncommonly harsh weather including but not limited to hurricanes, tornadoes, tropical storms and tropical depressions.

WORK. The furnishing of all labor, materials, equipment, and other incidentals necessary or convenient for the successful completion of the project and the execution of all the duties and obligations imposed by the contract.

WORKING DAY. A calendar day, exclusive of Saturdays, Sundays and State-recognized legal holidays for the month in question.

1.2 ABBREVIATIONS

DHHL Department of Hawaiian Home Lands.

HAR Hawaii Administrative Rules HRS Hawaii Revised Statutes VECP Value Engineering Cost Proposal

~ END OF ARTICLE 1~

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ARTICLE 2: [reserved]

ARTICLE 3: CONTRACT

3.1 NOTICE TO PROCEED

3.1.1 After the contract is fully executed and signed by the Chairman, the Contractor will be sent a formal Notice to Proceed letter advising the Contractor of the date on which it may proceed with the work.

The Contractor shall be allowed ten (10) consecutive working days from said date to begin its work.

In the event that the Contractor refuses or neglects to start the work, the Chairman may terminate the contract in accordance with Section 7.27, TERMINATION OF CONTRACT FOR CAUSE.

3.1.2 The Contractor may commence its operations strictly at its own risk prior to receipt of the formal notice to proceed, provided it makes a written request and has received approval from the Chairman in writing. All work performed shall be conducted in accordance with Section 7.1, PROSECUTION

OF THE WORK.

3.1.3 In certain cases, the Department, with agreement of the Contractor, may issue a Notice to Proceed before full execution of the contract by the Chairman and it may further issue a Notice to Proceed concurrently with the Notice of Award.

3.1.4 In the event the Notice to Proceed is not issued within one hundred eighty (180) days after (1) the date the contract is executed by all parties; or (2) for projects funded with State Capital Improvement Project (CIP) funds, the date that the written certificate that funds are available is issued, whichever is later, the Contractor may submit a claim for increased labor and material costs (but not overhead costs) which are directly attributable to the delay beyond the first one hundred eighty (180) days.

Such claims shall be accompanied with the necessary documentation to justify the claim. No payment will be made for assumed escalation costs.

3.2 RELATIONSHIP OF PARTIES. Independent Contractor Status and Responsibilities, including Tax

Responsibilities.

3.2.1 In the performance of services required under this Contract, the CONTRACTOR is an “independent contractor,” with the authority and responsibility to control and direct the performance and details of the work and services required under this Contract; however, the STATE shall have a general right to inspect work in progress to determine whether, in the STATE’s opinion, the services are being performed by the CONTRACTOR in compliance with this Contract. Unless otherwise provided by special condition, it is understood that the STATE does not agree to use the CONTRACTOR exclusively, and that the CONTRACTOR is free to contract to provide services to other individuals or entities while under contract with the STATE.

3.2.2 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.

3.2.3 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

DHHL CGC Page 10 of 68 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.

3.2.4 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.

3.2.5 The CONTRACTOR shall obtain a general excise tax license from the Department of Taxation, State of Hawaii, in accordance with Section 237-9, HRS, and shall comply with all requirements thereof.

3.2.6 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.

3.3 PERSONNEL REQUIREMENTS:

3.3.1 The CONTRACTOR shall secure, at the CONTRACTOR’s own expense, all personnel required to perform this Contract.

3.3.2 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.

3.4 NONDISCRIMINATION. No person performing work under this Contract, including any subcontractor, employee, or agent of the Contractor, shall engage in any…