ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC.
CONTRACTOR AGREEMENT NO. N567090C
Professional Services Agreement
THIS PROFESSIONAL SERVICES AGREEMENT is made effective this ___ day of ____, 2015 by and between the Association of Universities for Research in Astronomy (hereinafter “AURA”), an Arizona non-profit corporation, at 670 N. A’ohoku Place, Hilo, Hawaii 96720 and xxxxxxxxxxxxxxxxx, (hereinafter the “Contractor”), located at _xxxxxxxxxxxx, _xxxxxx, xx, xxxxx. AURA and the Contractor are collectively referred to herein as the “Parties.”
- Under Cooperative Agreement AST 0525280 between AURA and the United States of America represented by the National Science Foundation, Cooperative Support Agreement AST-06457970, CFDA #47.049, now in full force and effect, AURA, which operates the Gemini Observatory (Gemini), is engaged in the management, operation, and maintenance of observatories and related activities for research in the field of astronomy, and requires, from time to time, architectural and engineering services.
- Contractor has special professional and/or technical qualifications and capabilities, and is willing and able to perform said work under the terms and conditions set forth in this Professional Services Agreement.
- AURA desires that Contractor make available its services, or those of its employees, as specified in this document, in support of AURA's efforts in those areas in which Contractor has special professional and/or technical qualifications; and
NOW, THEREFORE,in consideration of the mutual covenants contained herein the parties do mutually agree as follows:
ARTICLE 1. SCOPE OF WORK
Contractor shall provideprofessional structural engineering analysis and design services for critical projects anticipated to require several hundred hours of architectural, structural, and/or design engineering effort. Gemini seeks to pursue additional projects upon successful completion of the first project at the Gemini North support building located on the summit of Mauna Kea, Hawaii, in accordance with the project drawings and specifications set forth in the Statement of Work attached to this Agreement. Additionalprojects would be conducted pursuant to agreed-upon service requests, based on hourly rates agreed to by the parties and outlined below in Article 3.
Contractor shall provide professional services to AURA as described in more detail below (collectively, the "Services"). Contractor shall not accept task assignments from any other person at AURA, and shall not initiate new or modified tasks without a signed Service Request from the Technical Representative or Contracts Officer. Contractor shall report to the Technical Representative on the status of the Services upon request. Contractor agrees to perform the Services with that standard of care, skill, and diligence normally provided by a professional in the performance of similar services.
a. The first project (Service Request 1) to be completed will support the fabrication of critically needed storage space on the mezzanine levels of the facility. Contractor will develop design plans, in accordance with the attached Mezzanine Concept Drawings and design specifications (See Attachment A). Contractor will collaborate with Gemini engineers to successfully complete a Preliminary Design Review and Critical Design Review leading to fabrication and installation of the storage system by the end of 2015.
b. The Work shall be performed in accordance with:1) the Articles of this Agreement; 2) the AURA Professional ServicesAgreement Terms and Conditions contained herein; 3) the Scope of Work/Technical Specifications set forth in Attachment A; and 4) the Quote from Contractorentitled: “Contractor’s Quote Document” and received on xxxx, 2015,set forth in Attachment B. The Attachments immediately referred to above are attached to this Contractor Agreement and the provisions of such attachments are hereby incorporated by reference into this Contractor Agreement as though each attachment is fully set forth herein.
ARTICLE 2.PERIOD OF PERFORMANCE
This Agreement shall be in force effective upon execution by both parties and remain in force until December 31, 2015. The foregoing time period (“period of performance”)may be extended beyond the Agreement termination date specified only by the mutual agreement of the parties, in writing.
ARTICLE 3.CONTRACT SUM
For each Service Request, Contractor shall submit a good faith estimate of cost, based on the Billing Rate Schedule and to include a “not to exceed” cost. For satisfactory performance and completion of all service requests AURA shall pay Contractor in accordance with the agreed upon billing rates and expenses subject to a payment limit of USD xxxxx. In no event shall AURA's total payments to Contractor under this contract exceed this “Payment Limit.”
Billing Rate ScheduleLabor Category / Hourly Rate
(b) Charges for travel time. Contractor shall not charge AURA for travel time or any other non-productive time except as specifically allowed below. Contractor may charge AURA for travel time for travel authorized in advance and in writing by the Technical Representative. When Contractor personnel are on travel status for this contract,Contractor may charge for the travel time of its personnel between their lodgings and the site where work is being performed.
(c) Reimbursement of travel expenses. In addition to the Contract Price, AURA will pay for travel expenses incurred in performing the Services which are authorized by the Technical Representative in writing and in advance. To insure compliance with regulations governing travel expenses imposed by the National Science Foundation, Contractor shall make all travel arrangements using the Gemini travel office. For travel that is authorized in writing in advance by the Technical Representative Gemini will reimburse Contractor personnel directly for their actual travel costs, or provide travel items, in accordance with the same policies and procedures used to reimburse Gemini staff for travel expenses. It is expected that the major travel expenses (airfare, hotel, and rental car) will be paid by Gemini directly, and Contractor personnel will only need to be reimbursed for expenses such as meals and parking. Information on the Gemini travel expense reimbursement policies is available on request.
(d)Reimbursement of Expenses. AURA will reimburse Contractor for the actual direct cost of purchased materials, equipment, or services if such purchases are authorized in advance and in writing by the Technical Representative. All purchased items shall be subject to the GOVERNMENT PROPERTY provision in the Terms and Conditions.
(f) No Hawaii General Excise Tax. AURA believes that Contractor does not have to charge Hawaii General Excise Tax on the Services as explained in the NO HAWAII GENERAL EXCISE TAX provision of the Terms and Conditions.
ARTICLE 4.SUBMISSION OF INVOICES AND PAYMENT (Sample. Specific schedule to be determined once contractor is selected)
(e) Invoicing. Contractor shall invoice AURA each month for the work performed in the previous calendar month. Each invoice shall: (1) include the number of this Contract; (2) state what time period the invoice covers; (3) state the number of hours worked by Contractor during the invoice period; (4) set forth the expenses incurred during the invoice period for which Contractor is claiming reimbursement; (5) include a detailed time sheet itemizing the time spent by Contractor performing the Services (broken down by date), rounded to the nearest tenth of an hour, and giving a brief description of the actual tasks or steps accomplished during such time; and (6) include copies of all receipts for expenses to be reimbursed.
a. Contractor shall be paid in, upon invoice, upon completion of the installation for work completed and accepted, minus deductions, if any, as provided herein. Invoices shall contain sufficient detail to enable AURA to clearly identify the costs for which payment is being requested.
b. Only a complete invoice shall be processed for payment. To be considered complete, the invoice shall: (1) reference AURA Contractor Agreement No. N567090; (2) state what time period the invoice covers; (3) state the number of hours worked by Contractor during the invoice period; (4) set forth the expenses incurred during the invoice period for which Contractor is claiming reimbursement; (5) include a detailed time sheet itemizing the time spent by Contractor performing the Services (broken down by date), rounded to the nearest tenth of an hour, and giving a brief description of the actual tasks or steps accomplished during such time; and (6) include copies of all receipts for expenses to be reimbursed.
c. Each invoice presented for payment must bear the following certification:
"We acknowledge that the above statement is just and correct to the best of our knowledge and belief; that payment therefore has not been received; that it has been prepared from the books of account and records of the Contractor and unencumbered title to the material and work completed represented herein rests in the Contractor."
Invoices should be sent to Karen Godzyk, Contracts Officer, via email at:
Invoices may also be sent via US Mail to:
Karen Godzyk, Contracts Officer
950 North Cherry Avenue
Tucson, AZ 85719
d. Payment shall be made within thirty (30) days after AURA's receipt of Contractor's statement for services, prepared in such form and detail as AURA may specify.
ARTICLE 5.CONTRACTUAL AUTHORITY OF AURA
a. The AURA Contracts Officer(s) is/are the only person(s) authorized to approve changes in this Agreement and perform post-award functions in administering and enforcing this Agreement on behalf of AURA.
b.The Contracts Officer assigned to this project is Karen Godzyk. Any questions relating to terms and conditions of this Agreement should be brought to her attention at 520-318-8357.
c. The Technical Representative authorized to act on behalf of AURA for purposes of administering and providing direction to Contractor related to the detailed technical aspects of the Work is designated in Article 11 below. In no event, however, shall AURA be bound by any understanding, agreement, modification, change order, or other matter deviating from the provisions of this Agreement unless formalized by appropriate written contractual documents executed by the Contracts Officer. Technical direction by the Technical Representative is only valid if: (1) it is issued in writing and is consistent with the description of the work contained in the Scope of Work/Technical Specifications; (2) it does not constitute a new assignment of work nor change the express terms, conditions, or specifications of this Agreement; and (3) it does not constitute a basis for any increase in the contract price or extension of time for completion of the Work.
d. The person executing this Agreement on behalf of AURA hereby warrants and represents that he or she has authority to enter into this Agreement on behalf of AURA.
ARTICLE 6. CONTRACTUAL AUTHORITY OF CONTRACTOR
a. Promptly upon execution of this Agreement by Contractor, Contractor shall appoint a Project Manager acceptable to AURA, who shall be: (1) the primary contact for Contractor in all matters related to this Agreement; (2) responsible for the administration, coordination, and supervision of the Agreement and Work by Contractor; and (3) authorized to act on behalf of, sign for, and accept responsibilities on behalf of, Contractor. Contractor shall notify AURA of such appointment in writing, and shall not replace the Project Manager without the prior written consent of AURA.
b. The person executing this Agreement on behalf of Contractor hereby warrants and represents that he or she has authority to enter into this Agreement on behalf of Contractor.
ARTICLE 7.PRESENCE ON AURA PREMISES
a. The Contractor agrees that all persons working for or on behalf of the Contractor whose duties bring them upon AURA’s premises shall obey the rules and regulations that are established by AURA and shall comply with the reasonable directions of AURA’s officers.
b. The Contractor shall be responsible for the acts of its employees, subcontractor(s), or agents while on AURA’s premises. Accordingly, the Contractor agrees to take all necessary measures to prevent injury and loss to persons or property located on AURA’s premises. The Contractor shall be responsible for all damages to persons or property caused by the Contractor, its subcontractors, or any of its agents or employees. The Contractor shall promptly repair, to the specifications of AURA, any damage that it, its subcontractor(s), or its employees or agents may cause to AURA’s premises or equipment. If the Contractor fails to repair such damage, AURA may repair or have repaired the damage, and the Contractor shall reimburse AURA promptly for the cost of the repair. Alternatively, AURA may deduct the cost of the repair from any amounts owed to Contractor under this Agreement and seek reimbursement for any unpaid amount of the cost of repair from Contractor.
c. Contractor must comply with Safety Regulations as promulgated by the Occupational Safety and Health Act of 1970 as amended.
d. The Contractor agrees that, in the event of an accident of any kind,Contractor will immediately notify the Technical Representative designated herein and thereafter furnish a full written report of such accident.
e. The Contractor shall perform the services described in this Agreement without interfering in any way with the activities of AURA.
ARTICLE8. GEMINI MAUNA KEA FACILITY SITE INFORMATION (To apply any time Contractor or Contractor’s staff work on the summit of Mauna Kea)
a. Locationand Altitude. The Gemini Mauna Kea Facility is located at an elevation of 13,800 feet above sea level, which means that there are reduced oxygen levels at the Site that may cause some people mild to severe health problems and that may substantially reduce worker efficiency, especially before workers are acclimatized. Contractor shall thoroughly investigate the special challenges posed by working at this altitude and take all appropriate measures to deal with the issues raised by working at this altitude. AURA shall in no event be responsible for any delays, additional costs, or health problems related to the high altitude of the Site.
b. Weather on Summit. Weather on the summit of Mauna Kea is substantially colder and more severe than at sea level in Hawaii, and winter blizzards and/or extremely high winds requiring evacuation of the summit occur a number of times each winter.
c. Access. Access to the summit of Mauna Kea involves unpaved roads with steep grades. Four wheel drive vehicles are recommended, especially in winter due to the possibility of snowstorms.
d. Transportationto Site.Contractor shall be responsible for providing all transportation for its staff and equipment to and from the Site unless otherwise arranged with the Technical Representative in advance.
e. Compliance with Invasive Species, Inspections of Equipment, Materials, and Vehicles. The University of Hawaii Office of Mauna Kea Management (OMKM) has requires certain equipment, vehicles, and materials to be inspected before traveling to the summit of Mauna Kea to reduce the spread of invasive species. Contractor shall read and comply with the attached "Vehicle, Equipment, & Delivery - Interim Invasive Species Guidance" document, which is attached to this contract as Attachment C.
f. ThirtyMinutes Acclimatization and Free Breakfast at Hale Pohaku. When traveling to the summit of Mauna Kea,Contractor personnel shall stop for at least thirty (30) minutes at Hale Pohaku to acclimatize before proceeding to the summit. AURA will provide Contractor personnel with breakfast for free at Hale Pohaku.
g. WorkHours and Free Lunch at Summit. All work to be conducted during normal work days for the Site, which are from 9:00 am and 4:30 pm with a half-hour unpaid break for lunch. AURA will provide Contractor personnel working at the Site with lunch for free.
h.Coordination of Work. All Services will be coordinated with and directed by the Technical Representative. Work will vary on a day-by-day basis. Daily planning of Services will take place on site and be led by the Technical Representative. Gemini Observatory guidelines will be applied for each aspect of the work, especially those that imply risk to personnel or equipment.
i.Tools and Equipment. Contractor will provide all tools and equipment needed to perform the work. AURA will not provide any tools, facilities, support services, scaffolding, lifts, lighting, equipment, power distribution cords, or any other materials, supplies, or equipment, except as specifically provided otherwise in this Contract. Before starting work at the Site,Contractor shall provide the Technical Representative with a list of any equipment (other than hand tools) they will use to perform the Services, and for each piece of equipment provide evidence of inspection during the previous 30 days. Contractor shall obtainadvance written permission from the Technical Representative for any rentals or purchases of tools or equipment not identified in Contractor's Bid.
j. Cleaning. At the end of each work day the Contractor will make sure that all rubbish and other discarded materials are properly disposed of. It is imperative that observatory areas and equipment at the end of each work day are left in a clean and ready to operate mode. The Technical Representative will conduct final end of day checks to assure there is compliance with this requirement.
k.Disposal of Liquid and Hazardous Wastes.Contractor shall be responsible for disposing of all liquid and hazardous wastes generated, while performing the Services, away from the Site and in a manner that is in compliance with all laws and regulations. Contractor may not dispose of such wastes in the wastewater system at the Site.
l. Disposal of Solid, Non-hazardous Waste.Contractor may dispose of solid and non-hazardous wastes in trash receptacles at the Site specified by the Technical Representative.
(i)Contractor shall be responsible for all safety aspects related to performance of the Work, which shall include adequate safety precautions to protect all personnel employed by Contractor and its subcontractors as well as all third parties whomay be present at the Site, provided, however, that the provisions of this section are not intended to, and shall not, extend to the benefit of any such personnel or parties as third party beneficiaries under this Contract. Contractor shall prepare and implement an adequate safety program that complies with recognized safety standards and all applicable laws, statutes, rules, and regulations, including those of OSHA, ANSI, and the NFPA. Contractor shall ensure that all personnel engaged in the Work are familiar with all pertinent aspects of the Contractor's safety program. Nothing contained in this section shall be construed to limit, waive, or terminate the provisions of this Contract thatrequire Contractor to carry insurance.