STATE OF HAWAI'I CONTRACT FOR HEALTH AND HUMAN SERVICES COMPETITIVE PURCHASE OF SERVICES
Exhibit
10.1
CONTRACT
NO. DHS-08-MQD-5129
STATE
OF HAWAI'I
COMPETITIVE
PURCHASE OF SERVICES
This
Contract,
executed on the respective dates indicated below, is effective as
of upon
execution , 20___,
between the Department
of Human Services/Med-QUEST Division, (Name of state department, agency,
hoard
or commission) State
of Hawai'i ("STATE"), by
its Director,
Xxxxxxx X. Xxxxxx (Title of person signing for the STATE) whose
address is: 0000
Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxx 00000 and 'Ohana
Health Plan, Inc., (Name
of PROVIDER)("PROVIDER"),
a Corporation
(Legal
form of PROVIDER i.e., Corporation, Limited Liability Company, etc.)
under
the laws of the State of Hawaii
whose business street address and taxpayer identification numbers
are as follows:
Business
street address:
Seven
Waterfront Plaza, 000 Xxx Xxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx
00000
Mailing
address if different than business street address:
0000
Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxx 00000
Federal
employer identification number: ________________
Hawai'i
general excise tax number: ____________________
RECITALS
A.
This Contract is for a competitive purchase of services (a "Competitive POS"),
as defined insection
103F-402, Hawai'i Revised Statutes ("HRS"), and Hawai'i Administrative Rules
("HAR") chapter 3-143.
B.
The STATE needs the health and human services described in this Contract
and its
attachments("Required
Services") and the PROVIDER agrees to provide the Required
Services.
AG
Form I03F (9/06)
Competitive
CONTRACT
NO. DHS-08-MQD-5129
C.
Money is available to fund this Contract pursuant to:
1)
Act
SLH/2008,(Identify stale sources) in the amount of $556,287,755.00, (state
funding) or
(2)
Social
Security Act §1903 (Identify federal sources , in the amount of
$682,936,471.00, (federal
funding) or both.
D.
The STATE is authorized to enter into this Contract pursuant
to:
§103F-402HRS (Legal
authority for Contract)
E.
The undersigned representative of the PROVIDER represents, and the STATE
relies
upon such representation,
that he or she has authority to sign this Contract by virtue of (check any
or
all that apply):
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£
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corporate
resolutions of the PROVIDER or other authorizing
documents such as partnership
resolutions;
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£
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corporate
by-laws of the PROVIDER, or other similar operating documents of
the
PROVIDER, such as a partnership contract or limited liability company
operating
contract;
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£
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the
PROVIDER is a sole proprietor and as such does not require any
authorizing
documents to sign this
Contract;
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R
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other
evidence of authority to sign: Contractor's Acknowledgement
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F.
The PROVIDER has provided a "Certificate of Insurance" to the STATE that
shows
to the satisfaction
of the STATE that the PROVIDER has obtained liability insurance which complies
with paragraph1.4
of the General Conditions of this Contract and with any Special Conditions
of
this Contract.
G.
The PROVIDER produced, and the STATE inspected, a tax clearance certificate
as
required by section
103-53, HRS.
NOW,
THEREFORE, in consideration of the promises contained in this Contract, the
STATE and the PROVIDER agree as follows:
1.
Scope
of Services. The PROVIDER shall, in a proper and satisfactory manner as
determined by the STATE, provide the Required Services set forth in Attachment
"1" to this Contract, which is hereby made a part of this Contract, and the
Request for Proposals ("RFP"), and the PROVIDER'S Proposal, which are
incorporated in this Contract by reference. In the event that there is a
conflict among the terms of this Contract, and either the Proposal or the
RFP,
or both, then the terms of this Contract shall
control.
AG
Form 103 F (9/06)
Competitive
Page
2
CONTRACT
NO. DHS-08-MQD-5129
2.
Time
of Performance. The PROVIDER shall provide the Required
Services from upon
execution, 20__, to June
30, 2011,
as set forth in Attachment "2" to this Contract, which is hereby made
a part of this Contract.
3.
Compensation.
The PROVIDER shall be compensated in a total amount for all required services
not to exceed:
One
Billion, Two Hundred Thirty Nine Million, Two Hundred Twenty Four Thousand,
Two
Hundred Twenty Six Dollars
DOLLARS
($ 1,239,284,226.00), which amount includes all fees and costs incurred and
any
federal, state and local taxes, at the time and manner set forth in Attachment
"3" to this Contract, which is hereby made a part of this
Contract.
4.
Certificate
of Exemption from Civil Service. The Certificate of Exemption from Civil
Service is attached and made a part of this Contract.
5.
Standards
of Conduct Declaration. The Standards of Conduct Declaration of the
PROVIDER is attached and made a part of this Contract.
6.
General
and Special Conditions. The General Conditions for Health and Human
Services Contracts ("General Conditions") and any Special Conditions are
attached hereto and made a part of this Contract. In the event of a conflict
between the General Conditions and the Special Conditions, the Special
Conditions shall control.
7.
Notices.
Any written notice required to be given by any party under this Contract
shall
be (a) delivered personally, or (b) sent by United States first class mail,
postage prepaid. Notice required to be given to the STATE shall be sent
to:
000
Xxxxxxxx Xxxxxxxxx, Xxxx 000, Xxxxxxx, Xxxxxx
00000
Notice
to the PROVIDER shall be sent to the mailing address as indicated on page
1. 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 PROVIDER is responsible
for notifying the STATE in writing of any change of
address.
AG
Form 103F(9/06)
Competitive
Page
3
CONTRACT
NO. DHS-08-MQD-5129
IN
VIEW OF THE ABOVE, the parties execute this Contract by their signatures
below,
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STATE
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By /s/ Xxxxxxx
X. Xxxxxx
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Print
Name Xxxxxxx X. Xxxxxx
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Print
Title Director, Department of Human
Services
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Date
2/4/08 2:00 pm HST
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FUNDING
AGENCY (to be signed by head of funding agency if other than the
Contracting Agency)
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By
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Print
Name
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Print
Title
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Date
2/4/08
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PROVIDER
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By
/s/ Xxxxxxx
Xxxxxxxxx
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Print
Name Xxxxxxx Xxxxxxxxx
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Print
Title Executive Director / Asst
Secretary
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Date
2/4/08 2:00 pm
HST
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CORPORATE
SEAL
(if
available)
APPROVED
AS TO FORM:
/s/
Illegible
Deputy
Attorney General
AG
Form 103F(9/O6)
Competitive
Page
4
CONTRACT
NO. DHS-08-MQD-5129
PROVIDER'S
ACKNOWLEDGMENT
XXXXX
XX XXXXXX
XXXX
& XXXXXX XX XXXXXXXX
Xx
this 4th day of February
2008,
before me appeared Xxxxxxx X. Xxxxxx and Xxxxxxx
Xxxxxxxxx, to me known, to be
the person(s) described in and, who, being by me duly sworn, did say that
he/she/they is/are the Director of Dpt
of Human Services and Executive
Director / Asst Secretary of Ohana Health Plan, Inc. the
PROVIDER named in the forgoing instrument, and that he/she/they is/are
authorized to sign said instrument on behalf of the PROVIDER, and acknowledges
that he/she/they executed said instrument as the free act and deed of the
PROVIDER.
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By
/s/
Xxxxx
X. Xxxxxx
(Signature)
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(Notary
Seal)
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Print
Name Xxxxx X. Xxxxxx
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Date
02-04-08
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Notary
Public, State of Hawaii
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My
Commission expires:
10-15-2010
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AG
Form J 03 F (9/06)
Competitive
Page
5
CONTRACT
NO. DHS-08-MQD-5129
CERTIFICATE
OF EXEMPTION FROM CIVIL SERVICE
1.
By Heads of Departments or Agencies as Delegated by the Director of Human
ResourcesDevelopment
1
Pursuant
to a delegation of the authority by the Director of Human Resources
Development, 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, Hawai'i Revised Statutes
(HRS).
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/s/ Xxxxxxx X. Xxxxxx
(Signature)
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02/04/08
2:00 HST
(Date)
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Xxxxxxx
X. Xxxxxx
(Print
Name)
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Director
of Human Services
(Print
Title)
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1
This part of the form may be used by all department heads and others to whom
the
Director of Human Resources Development (DHRD) 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. NOTE: Authority to certify exemptions under §§76-16(2), 76-16(12), and
76-16(15), HRS, has not been delegated; only the Director of DHRD may certify
§§76-16(2), 76-16(12), and 76-16( 15) exemptions.
2.
By the Director of Human Resources Development, State of
Hawai'i.
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, Hawai'i Revised Statutes (HRS).
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(Signature)
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(Date)
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(Print
Name)
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(
Print Title, if designee of the Director of DHRD)
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AG
Form 103F (9/06)
Competitive
Page
6
CONTRACT
NO. DHS-08-MQD-5129
PROVIDER'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 percent (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).
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On
behalf of:
'Ohana
Health Plan, Inc.
(Name
of PROVIDER)
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PROVIDER,
the undersigned does declare as follows:
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1.
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PROVIDER
£
is* R 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).
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2.
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PROVIDER
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).
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3.
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PROVIDER
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).
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4.
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PROVIDER
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).
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PROVIDER
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, Hawai'i Revised Statutes, commonly referred to as
the
Code of Ethics, including the provisions which are the source of the
declarations
__________________
*
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 may not be
awarded unless the agency 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).
AG
Form 103F (9/06)
Standards
of Conduct Declaration
Competitive
Page
7
CONTRACT
NO. DHS-08-MQD-5129
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.
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PROVIDER
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By /s/
Xxxxxxx
Xxxxxxxxx
(Signature)
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Print
Name Xxxxxxx Xxxxxxxxx
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Print
Title Executive Director / Asst Secretary
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Date
2/4/08 2:00 pm
HST
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AG
Form 103F (9/06)
Standards
of Conduct Declaration
Competitive
Page
8
ATTACHMENT
1
SCOPE
OF SERVICES
The
PROVIDER shall, in proper and satisfactory manner as determined by the STATE,
provide the Required Services set forth in RFP-MQD-2008-006 issued October
10,
2007, as amended ("the RFP"), and the PROVIDER'S accepted proposal, both
of
which are incorporated in this Contract by reference.
Revisions
to specific provisions in the RFP are set forth below. Additional revisions
may
be necessary to the contract to comply with conditions imposed by the Centers
of
Medicare & Medicaid Services (CMS). The PROVIDER agrees to comply with such
revisions imposed by CMS.
30.510
Eligibility Determinations
Modify
the second bullet to read:
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• Any
date specified by the individual on which appropriate Medicaid
eligible
expenses were incurred and which is within the immediate thirty
(30) days
prior to the date of application; or
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30.550 90-Day
Grace Period
Replace
the first two paragraphs with the following:
Provided
the health plan into which the member wants to enroll is not capped, the
DHS
will allow members to change health plans without cause for the first ninety
(90) days from the effective date of enrollment in that health
plan.
After
the initial ninety (90) day grace period, members will be allowed to change
health plans only during the annual plan change period, as described in Section
30.560, or as outlined in Section 30.600.
30.600 Disenrollment
Responsibilities
Modify
the 1st
paragraph, 2nd
second sentence to read:
The
DHS will process all disenrollment requests submitted orally or in writing
by
the member or his or her representative.
30.820.4
Behavioral Health Services for Children/Support for Emotional and Behavioral
Development (SEBD) Program
Amend
this section to read:
The
DOH, through its Child and Adolescent Mental Heath Division (CAMHD), will
provide acute inpatient psychiatric and outpatient behavioral health services,
community crisis management and crisis residential services, intensive family
intervention, therapeutic living and therapeutic xxxxxx care supports,
hospital-based residential treatment, partial hospitalization, respite care
and
biopsychosocial rehabilitation to children and adolescents age three (3)
through
age twenty (20) who the DOH determines are in need of intensive mental health
services and are determined eligible for the SEBD Program. Additional
information on the SEBD program is available in Appendix
D,
40.750.4 Expanded
Personal Assistance Services Level I Capacity
Modify
the 6th
paragraph, 2nd
sentence to read:
As
a part of these monitoring activities, on a monthly basis, the health plan
shall
submit to the DHS or its designee the following information relevant to its
waiting list:
Modify
the 7th
paragraph, 1st
sentence to read:
For
SFY 2009 and SFY 2010, the health plan shall meet with the DHS or its designee
on at least a quarterly basis to discuss any issues associated with management
of its personal assistance services Level I waiting
list.
40.750.5 Expanded
HCBS Capacity
Modify
the 6th
paragraph, 2nd
sentence to read:
As
a part of these monitoring activities, on a monthly basis the health plan
shall
submit to the DHS or its designee the following information relevant to its
waiting list.
Modify
the 7th
paragraph, 1st
sentence to read:
For
SFY 2009 and 2010, the health plan shall meet with the DHS or its designee
on at
least a quarterly basis to discuss any issues associated with management
of its
HCBS waiting list.
41.510 Transition
to the Health Plan
Replace
this section with the following:
In
the event a member entering the health plan is receiving medically necessary
covered services in addition to or other than prenatal services (see below
for
members in the second and third trimester receiving prenatal services) the
day
before enrollment into the health plan, the health plan shall be responsible
for
the costs of continuation of such medically necessary services, without any
form
of prior approval and without regard to whether such services are being provided
by contract or non-contract providers. The health plan shall provide
continuation of such services for the lesser of 1) ninety (90) days for all
members receiving HCBS and all children under the age of twenty-one and 2)
one-hundred and eighty (180) days for all members living in a nursing facility
and all members without a care plan OR until members in these categories
have
had a HFA from his or her service coordinator, had a care plan developed
and has
been seen by the assigned POP who has authorized a course of
treatment.
In
the event the member entering the health plan is in her second or third
trimester of pregnancy and is receiving medically necessary covered prenatal
services the day before enrollment, the health plan shall be responsible
for
providing continued access to the prenatal care provider (whether contract
or
non-contract) through the postpartum period.
REPLACE
APPENDIX D.4 (page D-23 & D-24) CHILDREN WITH SERIOUS EMOTIONAL DISTURBANCE
(SED) with the following:
REVISED
APPENDIX D.4
Support
for Emotional and Behavioral Development
(SEBD)
Fact
Sheet
WHAT
IS SEBD Program?
SEBD
is an acronym for the Department of Health's (DOH) Child and Adolescent
Mental
Health Divisions (CAMHD) Support for Emotional and Behavioral
Development
program.
Formerly
known as SED Serious Emotional Disturbance or SEBD Serious
Emotional
Behavioral
Disturbance, CAMHD's SEBD program provides an array of services
needed
by
families to support children and youth with the high-end intensive mental
health
support.
WHO
CAN BE REFERRED?
Children/youth
ages 3 through 20
AND
Hawaii
Medicaid QUEST, QUEST Expanded Access (QExA) or Fee-For-Service (FFS)
eligible
WHO
CAN MAKE A REFERRAL?
Parents,
legal guardians, Department of Education (DOE), Department of
Human
Services
(DHS), Family Court (FC), QUEST Health Plan, QUEST Expanded
Access
Health
Plan, Department of Health (DOH), Attorney General (AG), Private Provider
or
others
who submit a referral to ask for help in getting
services.
WHAT
ARE THE ELIGIBILITY REQUIREMENTS?
Child
and Adolescent Functional Assessment Scale (CAFAS) score 80 or
above
AND
Eligible
DSM-IV Axis I diagnosis
WHAT
ARE THE BENEFITS?
A
child/youth determined to be SEBD eligible is able to receive appropriate
individualized
CAMHD intensive mental health services.
D-23
CRITERIA
for
determination of eligibility for CAMHD
Support
for
Emotional and Behavioral Development
(SEBD)
I. CRITERIA
Children
and youth with serious emotional disturbance are individuals who have a Child
and Adolescent Functional Assessment Scale (CAFAS) score of 80 or above and
currently, or at anytime during the past year, have had a primary DSM-IV
Axis I
diagnosis.
II. EXCLUDED
DIAGNOSES
If
the diagnoses listed below are the only DSM-IV diagnoses, the child is
ineligible for SEBD services. These diagnoses, however, may and often do
co-exist with other DSM-IV diagnoses, which make the youth eligible for SEBD
services.
Mental
Retardation
317 Mild
Mental Retardation
318.0 Moderate
Mental Retardation
318.1 Severe
Mental Retardation
318.2 Profound
Mental Retardation
319 Mental
Retardation, Severity Unspecified
Learning
Disorders
315.0 Reading
Disorder
315.1 Mathematics
Disorder
315.2 Disorder
of Written Expression
315.9
Learning Disorder NOS
Motor
Skills Disorder
315.3 Developmental
Coordination Disorder
Communication
Disorders
315.31 Expressive
Language Disorder
315.32 Mixed
Receptive-Expressive Language Disorder
315.39
Phonological Disorder
307.0 Stuttering
307.9 Communication
Disorder NOS
D-24
Pervasive
Developmental Disorders
299.0 Autistic
Disorder
299.80
Rett's Disorder
299.10
Childhood Disintegrative Disorder
299.80
Asperger's Disorder
299.80
Pervasive Developmental Disorder NOS
Substance
Abuse Disorders
Mental
Disorders Due to a General Medical Condition
III. PROVISIONALLY
QUALIFIED
Children
and youth provisionally qualified as SEBD are defined as
those:
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•
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Who
have a substance abuse condition and are suspected to suffer from
a
qualifying condition due to their symptoms and functional limitations.
These children and youth have ongoing and recent substance abuse,
which
prevents the clinician from making a definitive qualifying
diagnosis.
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| • | Cases in which the impairment is profound and short-term. |
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•
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Whose
degrees of impairment falls mainly within the emotional/self-harm
domains
that show strong evidence of serious disturbance.
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D-25
Attachment
2
TIME
OF PERFORMANCE
The
services of the Provider under this Contract shall commence upon execution
of
the Contract to June 30, 2011. However, performance and payment obligations
for
each successive fiscal year shall be subject to the availability and
appropriation of funds. DHS shall have the option to extend the contract
with
the Provider for (3) three fiscal years beyond June 30, 2011. Any renewal
or
extension of the contract will be subject to available
funding.
Delivery
of services to members under this Contract will commence on November 1,
2008.
Attachment
3
COMPENSATION
AND PAYMENT SCHEDULE
The
total compensation of One Billion, Two Hundred Thirty Nine Million, Two Hundred
Twenty Four Thousand, Two Hundred Twenty Six Dollars ($1,239,224,226.00)
for the
period November 1, 2008 to June 30, 2011 will be paid directly to the Provider
using HIPAA 834/820 transactions, based on the attached Exhibit A. Performance
and payment obligations for each fiscal year shall be subject to the
availability and appropriation of funds.
Exhibit
A
Hawaii
QExA Bid Evaluation
Ohana
Bid
Rate Summary
Exhibit
A
Hawaii
QExA Bid Evaluation
Ohana
Bid
Rate Summary
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Membership
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Rate
Category
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Age
- Medicare
Eligible
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Aged
- Medicaid Only
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Blind/Disabled
– Medicare Eligible
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Blind/Disabled
- Medicaid Only
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Island
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Nursing
Facility
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Home
& Community
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Medical
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Nursing
Facility
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Home
& Community
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Medical
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Nursing
Facility
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Home
& Community
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Medical
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Nursing
Facility
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Home
& Community
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Medical
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Total
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Oahu
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13,171 | 12,552 | 115,887 | 759 | 1,440 | 20,051 | 1,365 | 3,725 | 58,250 | 1,011 | 3,975 | 99,417 | 331,603 | |||||||||||||||||||||||||||||||||||||||
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Kauai
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2,236 | 1,023 | 6,097 | 78 | 76 | 558 | 289 | 185 | 3,959 | 128 | 214 | 7,612 | 22,455 | |||||||||||||||||||||||||||||||||||||||
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Hawaii
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4,888 | 2,780 | 16,549 | 172 | 260 | 2,092 | 377 | 740 | 15,038 | 291 | 859 | 33,494 | 77,540 | |||||||||||||||||||||||||||||||||||||||
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Maui
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3,255 | 1,234 | 8,221 | 135 | 178 | 1,214 | 291 | 386 | 6,780 | 194 | 375 | 11,196 | 33,459 | |||||||||||||||||||||||||||||||||||||||
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Molokai
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37 | 151 | 941 | 2 | 4 | 107 | 3 | 52 | 604 | 1 | 95 | 1,484 | 3,481 | |||||||||||||||||||||||||||||||||||||||
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Lanai
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41 | 6 | 371 | 2 | 1 | 43 | 0 | 12 | 42 | 0 | 14 | 153 | 685 | |||||||||||||||||||||||||||||||||||||||
| 23,628 | 17,746 | 148,066 | 1,148 | 1,959 | 24,065 | 2,325 | 5,100 | 84,673 | 1,625 | 5,532 | 153,356 | 469,223 | ||||||||||||||||||||||||||||||||||||||||
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Bid
Rates
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Rate
Category
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Aged
- Medicare Eligible
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Aged
- Medicaid Only
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Blind/Disabled
– Medicare Eligible
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Blind/Disabled
– Medicaid Only
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|||||||||||||||||||||||||||||||||||||||||||||||||
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Island
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Nursing
Facility
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Home
& Community
|
Medical
|
Nursing
Facility
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Home
& Community
|
Medical
|
Nursing
Facility
|
Home
& Community
|
Medical
|
Nursing
Facility
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Home
& Community
|
Medical
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Total
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|||||||||||||||||||||||||||||||||||||||
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Oahu
|
$ | 5,850.92 | $ | 2,833.91 | $ | 167.34 | $ | 5,817.60 | $ | 3,722.67 | $ | 422.59 | $ | 6,916.33 | $ | 3,106.88 | $ | 253.60 | $ | 9,669.30 | $ | 5,821.95 | $ | 837.10 | $ | 911.34 | ||||||||||||||||||||||||||
|
Kauai
|
$ | 6,303.38 | $ | 4,027.90 | $ | 202.89 | $ | 6,128.56 | $ | 3,967.82 | $ | 427.40 | $ | 6,998.87 | $ | 3,292.08 | $ | 201.17 | $ | 9,797.40 | $ | 5,754.22 | $ | 736.27 | $ | 1,424.54 | ||||||||||||||||||||||||||
|
Hawaii
|
$ | 5,682.65 | $ | 3,776.04 | $ | 199.86 | $ | 5,872.34 | $ | 3,756.63 | $ | 445.62 | $ | 6,819.18 | $ | 3,092.92 | $ | 221.56 | $ | 9,347.37 | $ | 5,828.38 | $ | 674.52 | $ | 1,070.56 | ||||||||||||||||||||||||||
|
Maui
|
$ | 5,940.83 | $ | 4,019.68 | $ | 119.98 | $ | 5,784.40 | $ | 3,928.90 | $ | 457.31 | $ | 6,603.45 | $ | 3,282.80 | $ | 219.01 | $ | 9,431.61 | $ | 5,668.49 | $ | 701.63 | $ | 1,309.18 | ||||||||||||||||||||||||||
|
Molokai
|
$ | 6,303.38 | $ | 4,027.90 | $ | 202.89 | $ | 6,128.56 | $ | 3,967.82 | $ | 427.40 | $ | 6,998.87 | $ | 3,292.08 | $ | 201.17 | $ | 9,797.40 | $ | 5,754.22 | $ | 736.27 | $ | 881.64 | ||||||||||||||||||||||||||
|
Lanai
|
$ | 6,303.38 | $ | 4,027.90 | $ | 202.89 | $ | 6,128.56 | $ | 3,967.82 | $ | 427.40 | $ | 6,998.87 | $ | 3,292.08 | $ | 201.17 | $ | 9,797.40 | $ | 5,754.22 | $ | 736.27 | $ | 925.03 | ||||||||||||||||||||||||||
| $ | 5,872.81 | $ | 3,143.35 | $ | 170.12 | $ | 5,844.11 | $ | 3,756.05 | $ | 426.49 | $ | 6,871.78 | $ | 3,127.21 | $ | 242.29 | $ | 9,593.44 | $ | 5,808.59 | $ | 785.62 | $ | 990.38 | |||||||||||||||||||||||||||
|
Adjusted
Bid Rates for Evaluation
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Rate
Category
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Aged
- Medicare Eligible
|
Aged
- Medicaid Only
|
Blind/Disabled
– Medicare Eligible
|
Blind/Disabled
– Medicaid Only
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Island
|
Nursing
Facility
|
Home
& Community
|
Medical
|
Nursing
Facility
|
Home
& Community
|
Medical
|
Nursing
Facility
|
Home
& Community
|
Medical
|
Nursing
Facility
|
Home
& Community
|
Medical
|
Total
|
|||||||||||||||||||||||||||||||||||||||
|
Oahu
|
$ | 5,850.92 | $ | 2,833.91 | $ | 167.34 | $ | 5,817.60 | $ | 3,722.67 | $ | 422.59 | $ | 6,916.33 | $ | 3,106.88 | $ | 253.60 | $ | 9,669.30 | $ | 5,821.95 | $ | 837.10 | $ | 911.34 | ||||||||||||||||||||||||||
|
Kauai
|
$ | 6,303.38 | $ | 4,027.90 | $ | 171.97 | $ | 6,128.56 | $ | 3,967.82 | $ | 427.40 | $ | 6,998.87 | $ | 3,292.08 | $ | 201.17 | $ | 9,797.40 | $ | 5,754.22 | $ | 736.27 | $ | 1,424.54 | ||||||||||||||||||||||||||
|
Hawaii
|
$ | 5,682.65 | $ | 3,776.04 | $ | 199.86 | $ | 5,872.34 | $ | 3,756.63 | $ | 445.62 | $ | 6,819.18 | $ | 3,092.92 | $ | 203.23 | $ | 9,347.37 | $ | 5,828.38 | $ | 674.52 | $ | 1,070.56 | ||||||||||||||||||||||||||
|
Maui
|
$ | 5,940.83 | $ | 4,019.68 | $ | 119.98 | $ | 5,784.40 | $ | 3,928.90 | $ | 457.31 | $ | 6,603.45 | $ | 3,282.80 | $ | 219.01 | $ | 9,431.61 | $ | 5,668.49 | $ | 701.63 | $ | 1,309.18 | ||||||||||||||||||||||||||
|
Molokai
|
$ | 6,303.38 | $ | 4,027.90 | $ | 202.89 | $ | 6,128.56 | $ | 3,967.82 | $ | 427.40 | $ | 6,998.87 | $ | 3,292.08 | $ | 201.17 | $ | 9,797.40 | $ | 5,754.22 | $ | 736.27 | $ | 881.64 | ||||||||||||||||||||||||||
|
Lanai
|
$ | 6,303.38 | $ | 4,027.90 | $ | 202.89 | $ | 6,128.56 | $ | 3,967.82 | $ | 427.40 | $ | 6,998.87 | $ | 3,292.08 | $ | 201.17 | $ | 9,797.40 | $ | 5,754.22 | $ | 736.27 | $ | 925.03 | ||||||||||||||||||||||||||
Milliman
CONTRACT
NO. DHS-08-MQD-5129
GENERAL
CONDITIONS FOR HEALTH &
HUMAN SERVICES CONTRACTS
TABLE
OF CONTENTS
|
Page
(s)
|
||
|
1.
|
Representations
and Conditions Precedent
|
1
|
|
1.1
|
Contract
Subject to the Availability of State and Federal
Funds
|
1
|
|
1.1.1
|
State
Funds
|
1
|
|
1.1.2
|
Federal
Funds
|
1
|
|
1.2
|
Representations
of the PROVIDER
|
1
|
|
1.2.1
|
Compliance
with Laws
|
1
|
|
1.2.2
|
Licensing
and Accreditation
|
1
|
|
1.3
|
Compliance
with Laws
|
1
|
|
1.3.1
|
Smoking
Policy
|
1
|
|
1.3.2
|
Drug
Free Workplace
|
1
|
|
1.3.3
|
Persons
with Disabilities
|
1
|
|
1.3.4
|
Nondiscrimination
|
2
|
|
1.4
|
Insurance
Requirements
|
2
|
|
1.5
|
Notice
to Clients
|
2
|
|
1.6
|
Reporting
Requirements
|
2
|
|
1.7
|
Conflicts
of Interest
|
3
|
|
2.
|
Documents
and Files
|
3
|
|
2.1
|
Confidentiality
of Material
|
3
|
|
2.1.1
|
Proprietary
or Confidential Information
|
3
|
|
2.1.2
|
Uniform
Information Practices Act
|
3
|
|
2.2
|
Ownership
Rights and Copyright
|
3
|
|
2.3
|
Records
Retention
|
3
|
|
3.
|
Relationship
between Parties
|
3
|
|
3.1
|
Coordination
of Services by the STATE
|
3
|
|
3.2
|
Subcontracts
and Assignments
|
4
|
|
3.3
|
Change
of Name
|
4
|
|
3.4
|
Independent
Contractor Status and Responsibilities, Including Tax
Responsibilities
|
4
|
|
3.4.1
|
Independent
Contractor
|
4
|
|
3.4.2
|
Contracts
with Other Individuals and Entities
|
4
|
AG
Form 103F (9/06)
General
Conditions
Table
of Contents
Competitive
CONTRACT
NO. DHS-08-MQD-5129
|
3.4.3
|
PROVIDER'S
Employees and Agents
|
4
|
|
3.4.4
|
PROVIDER'S
Responsibilities
|
5
|
|
3.5
|
Personnel
Requirements
|
5
|
|
3.5.1
|
Personnel
|
5
|
|
3.5.2
|
Requirements
|
5
|
|
4.
|
Modification
and Termination of Contract
|
6
|
|
4.1
|
Modifications
of Contract
|
6
|
|
4.1.1
|
In
Writing
|
6
|
|
4.1.2
|
No
Oral Modification
|
6
|
|
4.1.3
|
Tax
Clearance
|
6
|
|
4.2
|
Termination
in General
|
6
|
|
4.3
|
Termination
for Necessity or Convenience
|
6
|
|
4.4
|
Termination
by PROVIDER
|
6
|
|
4.5
|
STATE'S
Right of Offset
|
6
|
|
5.
|
Indemnification
|
7
|
|
5.1
|
Indemnification
and Defense.
|
7
|
|
5.2
|
Cost
of Litigation
|
7
|
|
6.
|
Publicity
|
7
|
|
6.1
|
Acknowledgment
of State Support
|
7
|
|
6.2
|
PROVIDER'S
Publicity Not Related to Contract
|
7
|
|
7.
|
Miscellaneous
Provisions
|
7
|
|
7.1
|
Nondiscrimination
|
7
|
|
7.2
|
Paragraph
Headings
|
7
|
|
7.3
|
Antitrust
Claims
|
8
|
|
7.4
|
Governing
Law
|
8
|
|
7.5
|
Conflict
between General Conditions and Procurement Rules
|
8
|
|
7.6
|
Entire
Contract
|
8
|
|
7.7
|
Severability
|
8
|
|
7.8
|
Waiver
|
8
|
|
7.9
|
Execution
in Counterparts
|
8
|
AG
Form 103F (9/06)
General
Conditions
Table
of Contents
Competitive
Page
2
CONTRACT
NO. DHS-08-MQD-5129
GENERAL
CONDITIONS FOR HEALTH & HUMAN SERVICES CONTRACTS
1.
Representations
and Conditions Precedent
1-l
Contract
Subject to the
Availability of State and Federal Funds.
1.1.1
State Funds.
This Contract is, at all times, subject to the appropriation and allotment
of
state funds, and may be terminated without liability to either the PROVIDER
or
the STATE in the event that state funds are not appropriated or
available.
1.1.2
Federal Funds.
To the extent that this Contract is funded partly or wholly by federal
funds,
this Contract is subject to the availability of such federal funds. The
portion
of this Contract that is to be funded federally shall be deemed severable,
and
such federally funded portion may be terminated without liability to either
the
PROVIDER or the STATE in the event that federal funds are not available.
In any
case, this Contract shall not be construed to obligate the STATE to expend
state
funds to cover any shortfall created by the unavailability of anticipated
federal funds.
1.2 Representations
of the
PROVIDER. As a necessary condition to the formation of this Contract,
the
PROVIDER makes the representations contained in this paragraph, and the
STATE
relies upon
such
representations as a material inducement to entering into this
Contract.
1.2.1 Compliance
with Laws.
As of the date of this Contract, the PROVIDER complies with all federal,
state,
and county laws, ordinances, codes, rules, and regulations, as the same
may be
amended from time to time, that in any way affect the PROVIDER'S performance
of
this Contract.
1.2.2 Licensing
and
Accreditation. As of the date of this Contract, the PROVIDER holds all
licenses and accreditations required under applicable federal, state, and
county
laws, ordinances, codes, rules, and regulations to provide the Required
Services
under this Contract.
1.3 Compliance
with Laws.
The PROVIDER shall comply with all federal, state, and county laws, ordinances,
codes, rules, and regulations, as the same may be amended from time to
time,
that in any
way
affect the PROVIDER'S performance of this Contract, including but not limited
to
thelaws
specifically enumerated in this paragraph:
1.3.1 Smoking
Policy. The
PROVIDER shall implement and maintain a written smoking policy as required
by
Chapter 328K, Hawaii Revised Statutes, or its successor
provision.
1.3.2 Drug
Free Workplace.
The PROVIDER shall implement and maintain a drug free workplace as required
by
the Drug Free Workplace Act of 1988.
1.3.3 Persons
with
Disabilities. The PROVIDER shall
implement and maintain all practices, policies,
and procedures required by federal, state, or county law, including but
not limited to the Americans
with Disabilities Act (42 U.S.C.§12101, et seq.), and the Rehabilitation Act (29
U.S.C.§701, et seq.).
AG
Form
103F (9/06)
General
Conditions
Competitive
CONTRACT
NO. DHS-08-MQD-5129
1.3.4
Nondiscrimination. No
person performing work under this Contract, including any subcontractor,
employee, or agent of the PROVIDER, shall engage in any discrimination
that is
prohibited by any applicable federal, state, or county law.
1.4
Insurance
Requirements. The PROVIDER shall obtain from a company authorized by law
to issue such insurance in the State of Hawai'i commercial general liability
insurance ("liability insurance") in an amount of at least TWO MILLION
AND
NO/100 DOLLARS ($2,000,000.00) coverage for bodily injury and property
damage
resulting from the PROVIDER'S performance under this Contract. The PROVIDER
shall maintain in effect this liability insurance until the STATE certifies
that
the PROVIDER'S work under the Contract has been completed
satisfactorily.
The
liability insurance shall be primary and shall cover the insured for all
work to
be performed under the Contract, including changes, and all work performed
incidental thereto or directly or indirectly connected
therewith.
A
certificate of the liability insurance shall be given to the STATE by the
PROVIDER. The certificate shall provide that the STATE and its officers
and
employees are Additional Insureds. The certificate shall provide that the
coverages being certified will not be cancelled or materially changed without
giving the STATE at least 30 days prior written notice by registered
mail.
Should
the "liability insurance" coverages be cancelled before the PROVIDER'S
work
under the Contract is certified by the STATE to have been completed
satisfactorily, the PROVIDER shall immediately procure replacement insurance
that complies in all respects with the requirements of this
section.
Nothing
in the insurance requirements of this Contract shall be construed as limiting
the extent of PROVIDER'S responsibility for payment of damages resulting
from
its operations under this Contract, including the PROVIDER'S separate and
independent duty to defend, indemnify, and hold the STATE and its officers
and
employees harmless pursuant to other provisions of this
Contract.
1.5
Notice to
Clients. Provided that the
term of this Contract is at least one year in duration, within ONE HUNDRED
AND
EIGHTY (180) days after the effective date of this Contract, the PROVIDER
shall
create written procedures for the orderly termination of services to any
clients
receiving the Required Services under this Contract and for the transition
to
services supplied by another provider upon termination of this Contract,
regardless of the circumstances of such termination. These procedures shall
include, at the minimum, timely notice to such clients of the termination
of
this Contract, and appropriate counseling.
1.6
Reporting
Requirements. The PROVIDER shall submit a Final Project Report to the
STATE containing the information specified in this Contract if applicable,
or
otherwise satisfactory to the STATE, documenting the PROVIDER'S overall
efforts
toward meeting the requirements of this
AG
Form
103F (9/06)
General
Conditions
Competitive
Page
2
CONTRACT
NO. DHS-08-MQD-5129
Contract,
and listing expenditures actually incurred in the performance of this
Contract. The PROVIDER shall return any unexpended funds to the
STATE.
1.7
Conflicts
of
Interest. In addition to the Certification provided in the Standards of
Conduct Declaration to this Contract, the PROVIDER represents that neither
the
PROVIDER nor any employee or agent of the PROVIDER, 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 PROVIDER'S performance
under this Contract.
2.
Documents
and Files
2.1 Confidentiality
of
Material.
2.1.1 Proprietary
or Confidential
Information. All material given to or made available to the PROVIDER by
virtue of this Contract that is identified as proprietary or confidential
information shall be safeguarded by the PROVIDER and shall not be disclosed
to
any individual or organization without the prior written approval of the
STATE.
2.1.2 Uniform
Information
Practices Act.
All information, data, or other
material provided by the PROVIDER to the STATE shall be subject to the
Uniform
Information Practices Act, chapter 92F, HRS, and any other applicable law
concerning information practices or confidentiality.
2.2 Ownership
Rights and
Copyright. The STATE shall have complete ownership of all material, both
finished and unfinished that is developed, prepared, assembled, or conceived
by
the PROVIDER pursuant to this Contract, and all such material shall be
considered "works made for hire." All such material shall be delivered
to the
STATE upon expiration or termination of this Contract. The STATE, in its
sole
discretion, shall have the exclusive right to copyright any product, concept,
or
material developed, prepared, assembled, or conceived by the PROVIDER pursuant
to this Contract.
2.3 Records
Retention.
The PROVIDER and any subcontractors shall maintain the books and records
that
relate to the Contract, and any cost or pricing data for three (3) years
from
the date of final payment under the Contract. In the event that any litigation,
claim, investigation, audit, or other action involving the records retained
under this provision arises, then such records shall be retained for three
(3)
years from the date of final payment, or the date of the resolution of
the
action, whichever occurs later. During the period that records are retained
under this section, the PROVIDER and any subcontractors shall allow the
STATE
free and unrestricted access to such records.
3.
Relationship between Parties
3.3
Coordination
of Services by
the STATE. The STATE shall coordinate the services to be provided by the
PROVIDER in order to complete the performance required in the Contract.
The
PROVIDER shall maintain communications with the STATE at all stages of
the
PROVIDER'S
AG
Form
103F (9/06)
General
Conditions
Competitive
Page
3
CONTRACT
NO. DHS-08-MQD-5129
work,
and
submit to the STATE for resolution any questions which may arise as to
the
performance of this Contract.
3.2 Subcontracts
and
Assignments. The PROVIDER may assign or subcontract any of the PROVIDER'S
duties, obligations, or interests under this Contract, but only if (i)
the
PROVIDER obtains the prior written consent of the STATE and (ii) the PROVIDER'S
assignee or subcontractor submits to the STATE a tax clearance certificate
from
the Director of Taxation, State of Hawai'i, and the Internal Revenue Service
showing that all delinquent taxes, if any, levied or accrued under state
law
against the PROVIDER'S assignee or subcontractor have been paid. Additionally,
no assignment by the PROVIDER of the PROVIDER'S right to compensation under
this
Contract shall be effective unless and until the assignment is approved
by the
Comptroller of the State of Hawai'i, as provided in section 40-58,
HRS.
3.3 Change
of Name. When
the PROVIDER asks to change the name in which it holds this Contract, the
STATE,
shall, upon receipt of a document acceptable or satisfactory to the STATE
indicating such change of name such as an amendment to the PROVIDER'S articles
of incorporation, enter into an amendment to this Contract with the PROVIDER
to
effect the change of name. Such amendment to this Contract changing the
PROVIDER'S name shall specifically indicate that no other terms and conditions
of this Contract are thereby changed, unless the change of name amendment
is
incorporated with a modification or amendment to the Contract under paragraph
4.1 of these General Conditions.
3.4 Independent
Contractor
Status and Responsibilities, Including Tax
Responsibilities.
3.4.1
Independent
Contractor. In the performance of services required under this Contract,
the PROVIDER 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 PROVIDER in compliance with this
Contract.
3.4.2 Contracts
with Other
Individuals and Entities. Unless otherwise provided by special condition,
the STATE shall be free to contract with other individuals and entities
to
provide services similar to those performed by the PROVIDER under this
Contract,
and the PROVIDER shall be free to contract to provide services to other
individuals or entities while under contract with the STATE.
3.4.3 PROVIDER'S
Employees and
Agents. The PROVIDER and the PROVIDER'S employees and agents are not by
reason of this Contract, agents or employees of the State for any purpose.
The
PROVIDER and the PROVIDER'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. Unless specifically authorized in writing by the STATE, the
PROVIDER
and the PROVIDER'S employees and agents are not authorized to speak on
behalf
and no statement or admission made by the PROVIDER or the PROVIDER'S employees
or
AG
Form
103F (9/06)
General
Conditions
Page
4
Competitive
CONTRACT
NO. DHS-08-MQD-5129
agents
shall be attributed to the STATE, unless specifically adopted by the STATE
in
writing.
3.4.4 PROVIDER'S
Responsibilites. The
PROVIDER shall be responsible for the accuracy, completeness, and adequacy
of
the PROVIDER'S performance under this Contract.
Furthermore,
the PROVIDER intentionally, voluntarily, and knowingly assumes the sole
and
entire liability to the PROVIDER'S employees and agents, and to any individual
not a party to this Contract, for all loss, damage, or injury caused by
the
PROVIDER, or the PROVIDER'S employees or agents in the course of their
employment.
The
PROVIDER shall be responsible for payment of all applicable federal, state,
and
county taxes and fees which may become due and owing by the PROVIDER 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
PROVIDER also is responsible for obtaining all licenses, permits, and
certificates that may be required in order to perform this
Contract.
The
PROVIDER 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 PROVIDER shall obtain a tax clearance
certificate from the Director of Taxation, State of Hawai'i, and the Internal
Revenue Service showing that all delinquent taxes, if any, levied or accrued
under state law against the PROVIDER have been paid and submit the same
to the
STATE prior to commencing any performance under this Contract. The PROVIDER
shall also be solely responsible for meeting all requirements necessary
to
obtain the tax clearance certificate required for final payment under section
103-53, HRS, and these General Conditions.
The
PROVIDER is responsible for securing all employee-related insurance coverage
for
the PROVIDER and the PROVIDER'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.
3.5 Personnel
Requirements.
3.5.1 Personnel.
The
PROVIDER shall secure, at the PROVIDER'S own expense, all personnel required
to
perform this Contract, unless otherwise provided in this
Contract.
3.5.2 Requirements.
The
PROVIDER shall ensure that the PROVIDER'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.
AG
Form
103F (9/06)
General
Conditions
Competitive
Page
5
4. Modification
and Termination of Contract
4.1 Modifications
of
Contract.
4.1.1 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 PROVIDER and
the
STATE.
4.1.2 No
Oral Modification.
No oral modification, alteration, amendment, change, or extension of any
term,
provision or condition of this Contract shall be permitted.
4.1.3 Tax
Clearance. The
STATE may, at its discretion, require the PROVIDER to submit to the STATE,
prior
to the STATE'S approval of any modification, alteration, amendment, change,
or
extension of any term, provision, or condition of this Contract, a tax
clearance
from the Director of Taxation, State of Hawai'i, and the Internal Revenue
Service showing that all delinquent taxes, if any, levied or accrued under
state
and federal law against the PROVIDER have been paid.
4.2 Termination
in
General This Contract may be terminated in whole or in part for a
reduction in funds available to pay the PROVIDER, or when, in its sole
discretion, the STATE determines (i) that there has been a change in the
conditions upon which the need for the Required Services was based, (ii)
that
the PROVIDER has failed to provide the Required Services adequately or
satisfactorily, or (iii) that other good cause for the whole or partial
termination of this Contract exists. Termination under this section shall
be
made by a written notice sent to the PROVIDER ten (10) working days prior
to the
termination date that includes a brief statement of the reason for the
termination. If the Contract is terminated under this paragraph, the PROVIDER
shall cooperate with the STATE to effect an orderly transition of services
to
clients.
4.3 Termination
for Necessity or
Convenience. If the STATE determines, in its sole discretion, that it is
necessary or convenient, this Contract may be terminated in whole or in
part at
the option of the STATE upon ten (10) working days' written notice to the
PROVIDER. If the STATE elects to terminate under this paragraph, the PROVIDER
shall be entitled to reasonable payment as determined by the STATE for
satisfactory services rendered under this Contract up to the time of
termination. If the STATE elects to terminate under this section, the PROVIDER
shall cooperate with the STATE to effect an orderly transition of services
to
clients.
4.4 Termination
by
PROVIDER. The PROVIDER may withdraw from this Contract after obtaining
the written consent of the STATE. The STATE, upon the PROVIDER'S withdrawal,
shall determine whether payment is due to the PROVIDER, and the amount
that is
due. If the STATE consents to a termination under this paragraph, the PROVIDER
shall cooperate with the STATE to effect an orderly transition of services
to
clients.
4.5 STATE'S
Right
of
Offset. The STATE may offset
against any monies or other obligations that STATE owes to the PROVIDER
under
this Contract, any amounts owed to the State of Hawai'i by the PROVIDER
under
this Contract, or any other contract, or pursuant to any law or other obligation
owed to the State of Hawai'i by the PROVIDER, including but not limited
to
the
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payment
of any taxes or levies of any kind or nature. The STATE shall notify the
PROVIDER in writing of any exercise of its right of offset and the nature
and
amount of such offset. For purposes of this paragraph, amounts owed to
the State
of Hawai'i shall not include debts or obligations which have been liquidated
by
contract with the PROVIDER, and that are covered by an installment payment
or
other settlement plan approved by the State of Hawai'i, provided, however,
that
the PROVIDER shall be entitled to such exclusion only to the extent that
the
PROVIDER is current, and in compliance with, and not delinquent on, any
payments, obligations, or duties owed to the State of Hawai'i under such
payment
or other settlement plan.
5.
Indemnification
5.1 Indemnification
and
Defense. The PROVIDER shall defend, indemnify, and hold harmless the
State of Hawai'i, the contracting agency, and their officers, employees,
and
agents from and against any and all liability, loss, damage, cost, expense,
including all attorneys' fees, claims, suits, and demands arising out of
or in
connection with the acts or omissions of the PROVIDER or the PROVIDER'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.
5.2 Cost
of Litigation.
In case the STATE shall, without any fault on its part, be made a party
to any
litigation commenced by or against the PROVIDER in connection with this
Contract, the PROVIDER shall pay any cost and expense incurred by or imposed
on
the STATE, including attorneys' fees.
6.
Publicity
6.1 Acknowledgment
of State
Support. The PROVIDER shall, in all news releases, public statements,
announcements, broadcasts, posters, programs, computer postings, and other
printed, published, or electronically disseminated materials relating to
the
PROVIDER'S performance under this Contract, acknowledge the support by
the State
of Hawai'i and the purchasing agency.
6.2 PROVIDER'S
Publicity Not
Related to Contract. The PROVIDER shall not refer to the STATE, or any
office, agency, or officer thereof, or any state employee, or to the services
or
goods, or both provided under this Contract, in any of the PROVIDER'S publicity
not related to the PROVIDER'S performance under this Contract including
but not
limited to commercial advertisements, recruiting materials, and solicitations
for charitable donations.
7.
Miscellaneous Provisions
7.1 Nondiscrimination.
No person
performing work under this Contract, including any subcontractor, employee,
or
agent of the PROVIDER, shall engage in any discrimination that is prohibited
by
any applicable federal, state, or county law.
7.2 Paragraph
Headings.
The paragraph headings appearing in this Contract have been inserted for
the
purpose of convenience and ready reference. They shall not be used to define,
limit, or extend the scope or intent of the sections to which they
pertain.
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7.3 Antitrust
Claims. The
STATE and the PROVIDER recognize that in actual economic practice, overcharges
resulting from antitrust violations are in fact usually borne by the purchaser.
Therefore, the PROVIDER hereby assigns to the STATE any and all claims
for
overcharges as to goods and materials purchased in connection with this
Contract, except as to overcharges which result from violations commencing
after
the price is established under this Contract and which are not passed on
to the
STATE under an escalation clause.
7.4 Governing
Law. The
validity of this Contract and any of its terms or provisions, as well as
the
rights and duties of the parties to this Contract, shall be governed by
the laws
of the State of Hawai'i. Any action at law or in equity to enforce or interpret
the provisions of this Contract shall be brought in a state court of competent
jurisdiction in Honolulu, Hawai'i.
7.5 Conflict
between General
Conditions and Procurement Rules. In the event of a conflict between the
General Conditions and the Procurement Rules or a Procurement Directive,
the
Procurement Rules or any Procurement Directive in effect on the date this
Contract became effective shall control and are hereby incorporated by
reference.
7.6 Entire
Contract. This
Contract sets forth all of the contracts, conditions, understandings, promises,
warranties, and representations between the STATE and the PROVIDER relative
to
this Contract. This Contract supersedes all prior agreements, conditions,
understandings, promises, warranties, and representations, which shall
have no
further force or effect. There are no contracts, conditions, understandings,
promises, warranties, or representations, oral or written, express or implied,
between the STATE and the PROVIDER other than as set forth or as referred
to
herein.
7.7 Severability.
In the
event that any provision of this Contract is declared invalid or unenforceable
by a court, such invalidity or unenforceability shall not affect the validity
or
enforceability of the remaining terms of this Contract.
7.8
Waiver.
The failure
of the STATE to insist upon the strict compliance with any term, provision,
or
condition of this Contract shall not constitute or be deemed to constitute
a
waiver or relinquishment of the STATE'S right to enforce the same in accordance
with this Contract. The fact that the STATE specifically refers to one
provision
of the Procurement Rules or one section of the Hawai'i Revised Statutes,
and
does not include other provisions or statutory sections in this Contract
shall
not constitute a waiver or relinquishment of the STATE'S rights or the
PROVIDER'S obligations under the Procurement Rules or
statutes.
7.9
Execution
in
Counterparts. This Contract may be executed in several counterparts, each
of which shall be regarded as an original and all of which shall constitute
one
instrument.
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SPECIAL
CONDITIONS
Provider
acknowledges that in executing this Contract with the State, it agrees
that the
rates set forth under this Contract are fair and reasonable consideration
for
the services to be provided by the Provider. Prior to execution of this
Contract, Provider has performed its own due diligence and analysis to
ensure
that it is in agreement with such rates. Provider, in signing this Contract,
agrees that is has performed such due diligence and analysis and that it
will
not subsequently bring suit for any allegation that the rates to be paid
under
this Contract are not actuarially sound.
