Remote Office Building Construction Contract

Transcription

1 ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC. PROFESSIONAL SERVICES SUB-AWARD CONTRACT NO. C22400 Remote Office Building Construction Contract PROFESSIONAL SERVICES SUB-AWARD CONTRACT NO. C22400 Heather Marshall, Project Engineer Harvey S. Bass, Contract Officer, 2016 C22400

2 CONTENTS ARTICLE 1.0 DEFINITIONS... 2 ARTICLE 2.0 SCOPE OF WORK... 2 ARTICLE 3.0 PERIOD OF PERFORMANCE... 3 ARTICLE 4.0 SUB-AWARD FUNDING and TRACKING... 3 ARTICLE 5.0 PAYMENTS... 3 ARTICLE 6.0 CONTRACTUAL AND TECHNICAL AUTHORITY... 4 ARTICLE 7.0 NOTICES... 4 ARTICLE 8.0 INDEPENDENT CONTRACTORS... 5 ARTICLE 9.0 QUALITY OF SERVICE... 5 ARTICLE 10.0 THIS SECTION INTENTIONALLY LEFT BLANK... 5 ARTICLE 11.0 RESPONSIBILITY AND INSURANCE... 5 ARTICLE 12.0 DELAYS... 6 ARTICLE 13.0 THIS SECTION INTENTIONALLY LEFT BLANK... 6 ARTICLE 14.0 AMENDMENTS AND CHANGE ORDERS... 7 ARTICLE 15.0 TERMINATION... 7 ARTICLE 16.0 TERMINATIONS DUE TO BANKRUPTCY... 7 ARTICLE 17.0 GC S KEY PERSONNEL... 8 ARTICLE 18.0 FORCE MAJEURE... 8 ARTICLE 19.0 STATUTORY AND ADMINISTRATIVE REQUIREMENTS... 8 ARTICLE 20.0 THIS SECTION INTENTIONALLY LEFT BLANK... 8 ARTICLE 21.0 APPLICABLE LAW... 9 ARTICLE 22.0 ORDER OF PRECEDENCE... 9 ARTICLE 23.0 SEVERABILITY... 9 ARTICLE 24.0 ASSIGNMENT OF SUB-AWARD... 9 ARTICLE 25.0 AUDIT AND AVAILABILITY OF RECORDS ARTICLE 26.0 SURVIVAL ARTICLE 27.0 THIS SECTION INTENTIONALLY LEFT BLANK ARTICLE 28.0 DISPUTE RESOLUTION ARTICLE 29.0 SPECIAL TERMS, CONDITIONS OR REQUIREMENTS ARTICLE 30.0 ENTIRE AGREEMENT Page 1 of 11

3 This Professional Services Sub-Award Contract ( Sub-Award ), entered into on the latest date affixed hereto, by and between the ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, an Arizona non-profit corporation, located at 950 North Cherry Ave., Tucson, AZ 85719, hereinafter referred to as AURA, and, hereinafter referred to as the General Contractor ( GC ) or Contractor. GC and AURA are referred to herein collectively as the Parties or individually, a Party. W I T N E S S E T H: WHEREAS, under Cooperative Agreement AST between AURA and the United States of America represented by the National Science Foundation (NSF), and now in full force and effect, AURA, who operates the National Solar Observatory (NSO), is engaged in managing, operating and maintaining observatories and related activities for research in the field of astronomy, and desires to enter into a Professional Services Sub-Award with the GC for the performance of services for NSO in support of the Advanced Technology Solar Telescope (ATST); and WHEREAS, AURA desires that the GC make available their services, or those of its employees and consultants, as specified in this document, in support of AURA s efforts in those areas in which the GC has special professional and/or technical qualifications; and WHEREAS, the GC is willing and able to provide said services under the terms and conditions set forth in this document; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1.0 DEFINITIONS 1.1 AURA shall mean the ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, an Arizona non-profit corporation, located at 950 North Cherry Ave., Tucson, AZ NSO shall mean the National Solar Observatory. 1.3 GC or Contractor shall mean the General Contractor who shall provide the services and materials necessary to execute this Sub-Award as described in the Construction Specifications and Drawings. 1.4 ATST shall mean the Advanced Technology Solar Telescope project aka DKIST (Daniel K. Inouye Solar Telescope) and may be used interchangeably. 1.5 Site shall mean the set aside location for the Remote Office Building in Makawao, which is on the island of Maui, Hawai i, USA. 1.6 Sub-Award shall mean the Sub-Award Contract for Remote Office Building development work for the DKIST. 1.7 Work shall mean all activities called out in the Construction Specifications and Construction Drawings (Attachment 1). 1.8 Architect shall mean Clifford Planning & Architecture, LLC. 55 Merchant Street, Suite 3020 Honolulu, HI ARTICLE 2.0 SCOPE OF WORK 2.1 The GC shall provide all labor, equipment and supplies necessary to perform the work required by the Construction Specifications and Construction Drawings.. Page 2 of 11

4 2.2 The scope of the CG s services shall comply with the Construction Specifications and Construction Drawings (Attachment 1), and any addenda issued prior to contract signature, which are hereby incorporated by reference. 2.3 The work shall be performed in accordance with: a) the Articles of this Sub-Award; b) Cooperative Agreement (CA) AST (Attachment 2a), Cooperative Agreement Financial & Administrative Terms and Conditions (CA-FATC) Effective December 26, 2014, (Attachment 2b), Supplemental Financial & Administrative Terms and Conditions for Managers of Federally Funded Research and Development Centers (FFRDC) Effective December 26, 2014, (Attachment 2c); Cooperative Support Agreement(CSA) AST (Attachment 2d); Attachments 2a, b, c, and d of this Sub-Award are hereby incorporated by reference. ARTICLE 3.0 PERIOD OF PERFORMANCE The period of this Sub-Award shall be from the latest date affixed hereto to Months thereafter, inclusive and shall be extended beyond that date only by mutual agreement of the parties in writing. The schedule for provision of the ID s services shall be as outlined in the Project Schedule and as detailed in the Schedule of Values with Work commencing on or about. ARTICLE 4.0 SUB-AWARD FUNDING and TRACKING 4.1 Funds authorized by the National Science Foundation will be used for this Sub-Award. Consequently, the reporting requirements for this Sub-Award may change, including re-certification, per government regulations. The GC will be notified of any changes via an amendment. 4.2 AURA is funded to compensate the GC for performance of the work described in Article 2.0 the fixed price sum of dollars ($ USD). 4.3 The GC shall supply the Architect and AURA a detailed schedule (in Microsoft Project, Primavera, or similar enterprise scheduling application) representing the contracted Work. The schedule status shall be updated and reported monthly to the Architect and AURA as part of the Pay Application and include the Physical Assessment of Percent Complete, the respective actual and expected finish dates for the tasks, and overall project finish. Note: the Physical Assessment of Percent Complete is an assessment by the respective subject matter expert/project manager. It is not the amount of hours reported on time cards. ARTICLE 5.0 PAYMENTS 5.1 The GC shall be paid amounts submitted via invoice work delivered and/or services rendered and accepted, less applicable deductions, if any, as provided herein. The Parties agree that acceptance of the Work shall be determined in accordance with the criteria provided in Construction Specifications As a prerequisite for payments, the GC shall provide in a form satisfactory to the Owner and Architect, partial lien or claim waivers in the amount of the application for payment and affidavits covering its subcontractors and suppliers for completed Contract and Subcontract Work. Such waivers may be conditional upon payment. In no event shall the GC be required to provide an unconditional waiver of lien or claim, either partial or final, prior to receiving payment or in an amount in excess of what it has been paid Upon payment by the Owner, the GG shall promptly pay its subcontractors and suppliers the amounts to which they are entitled. In the event the Owner has reason to believe that labor, material or other obligations incurred in the performance of the Work are not being paid, the Owner may give written Page 3 of 11

5 notice of a potential claim or lien to the GC and may take any steps deemed necessary to assure that progress payments are utilized to pay such obligations. 5.2 The GC shall submit invoices or vouchers not later than sixty (60) days after the expense(s) cited in that invoice have been incurred. 5.3 The GC s format for invoices or vouchers is acceptable provided that invoices or vouchers shall: (i) reference AURA Sub Award Contract No. C22400 and (ii) cite date(s) of performance during which expenses were incurred; and (iii) provide sufficient detail to enable AURA to clearly identify the costs of work delivered and/or services rendered, according to the Schedule of Values, for which payment is being requested. 5.4 Payment, if approved, shall be made Net 30 days, after AURA's receipt of the Architect s Certified GC invoices, provided such invoices comply with Articles 5.1, 5.2 and 5.3 herein. ARTICLE 6.0 CONTRACTUAL AND TECHNICAL AUTHORITY 6.1 The Contracts Officer (CO) is the sole and exclusive individual authorized to approve changes in this Sub- Award or perform post-award functions in the administration and enforcement this Sub-Award on behalf of AURA. 6.2 The AURA CO on this project is Mr. Harvey S. Bass. Any questions relating to the terms and conditions of this Sub-Award shall be brought to his attention at (520) or by to hbass@noao.edu. 6.3 Ms. Heather Marshall is designated as the Contract Officer s Technical Representative (COTR), or Owner s Representative, to act on behalf of the CO for the purpose of overseeing the expenditure of funds, and to provide advice and responses to requests for information that do not alter the terms of the Sub- Award. Any questions regarding the technical performance of this Sub-Award should be directed to her by to hmarshall@noao.edu. 6.4 In no event, however, shall AURA be bound by any understanding, agreement, modification, change order, or other matter deviating from the provisions of this Sub-Award unless formalized by appropriate written contractual documents executed by the CO. Technical direction by the COTR is only valid if: (1) it is issued in writing and is consistent with the description of the Work contained in the Statement of Work; and (2) it does not constitute a basis for any change in the Sub-Award express terms, conditions, price, extension of time for completion of the Work, or an increase or decrease in consideration to either AURA or the GC. 6.5 The GC shall be notified, in writing, regarding a change in the CO s or COTR s identity, duties or responsibilities. ARTICLE 7.0 NOTICES Where notice(s) is (are) required or permitted under this agreement, the notice(s) shall be sent by first class mail, return receipt requested or personally delivered to the receiving Party at the following address: For AURA: Harvey S. Bass ATST Contracts Officer AURA Inc. Page 4 of 11

6 For GC For Administrative matters: TBD For Technical matters: TBD 950 North Cherry Avenue Tucson, AZ (520) ARTICLE 8.0 INDEPENDENT CONTRACTORS 8.1 In performing the services under this Sub-Award, the GC shall be deemed an independent contractor and shall not act as nor be an agent or employee of AURA. As an independent contractor, the GCs shall be solely and exclusively responsible for determining the means and methods for performing the services described in Article All of the GC s activities shall be at its own risk and the GC is hereby given notice of its responsibility for arrangements to guard against physical, financial, and other risks as appropriate. The GC shall observe and abide by all applicable federal, state and local laws and regulations, including, but not limited to, those of AURA, relative to conduct on its premises, if applicable. 8.3 AURA, from time to time, may submit, either orally or in writing, input to the GC regarding the means and methods for performing the services described in Article 2. It is understood and agreed by the Parties that such input is not binding on the GC nor shall such input be construed as direction by AURA to the GC to perform the services in the means or manner described therein. ARTICLE 9.0 QUALITY OF SERVICE The GC agrees to perform the services with that standard of professional care, skill, and diligence normally provided by a professional organization performing similar services. ARTICLE 10.0 THIS SECTION INTENTIONALLY LEFT BLANK ARTICLE 11.0 RESPONSIBILITY AND INSURANCE 11.1 The GC shall be responsible for damages or injury caused by the its agents, officers, and its employees in the course of their employment, to the extent that ID s liability for such damage or injury has been determined by a court or otherwise agreed to by the GC and the GC shall pay for such damages and injury to the extent permitted by law. AURA shall be responsible for damages or injury caused by its officers, employees and agents in the course of their employment, to the extent that the agency s liability for such damage or injury has been determined by a court or otherwise agreed to by AURA, and AURA shall pay for such damages and injury to the extent permitted by law Accordingly, a party shall promptly notify the other party in writing of any claim or action brought against the notifying party for which the other party may be responsible under Article Page 5 of 11

7 11.3 In addition to the insurance requirements of the construction documents, the GC shall maintain in force at all times the following minimum limits of insurance during the period of performance of this Sub-Award as identified in Article 3.0 Comprehensive General Liability: $1,000,000 each occurrence $2,000,000 annual aggregate (Including contractual liability) 11.4 THIS SECTION INTENTIONALLY LEFT BLANK THIS SECTION INTENTIONALLY LEFT BLANK 11.6 These coverage amounts shall in no way limit the ID s obligations or liability under this agreement THIS SECTION INTENTIONALLY LEFT BLANK Surety, Performance, and Payment Bonds The Contractor shall provide for AURA s approval a Surety Bond, a Performance Bond, and Payment Bond (collectively known as Bonds ) within ten (10) days after the start of this Sub-Award The Bonds shall be provided by an insurance or bonding company that is approved by AURA AURA will provide the Contractor with a written notice of either acceptance or rejection within ten (10) days of recipt of the Bonds The Contractor s failure or inability to furnish the Bonds within sixty (60) days of the start of this Sub-Award shall be prima facie evidence of a material breach of this Sub-Award. AURA may then terminate this Sub-Award, consistent with the terms of Article 15 of this Sub-Award. ARTICLE 12.0 DELAYS 12.1 The GC shall notify AURA within _five (5) calendar days, in writing, of any delay in the performance of specified services not subject to Article 18 of this Sub-Award. AURA, at its sole discretion, shall determine if the cause of the delay is reasonable and what, if any, relief may be granted. The ID s notification of delay shall not be construed as repudiation by GC of its obligations under this Sub-Award The Contracts Officer may order the GC to suspend, delay, or interrupt all or any part of the Work for such period of time as he may determine to be appropriate for the convenience of AURA. Any Such order shall be made in writing. Upon receipt of such writing, the GC shall immediately suspend all work per the terms of the notice. AURA will subsequently issue a Restart notice to inform the GC to resume the Work AURA shall make an equitable adjustment to the Work schedule and compensation if the order results in an increase in the time and cost required to perform the Work. If the work covered is terminated pursuant to Article 15.2 of this Sub-Award, AURA will allow reasonable costs resulting from the order in arriving at termination settlement price. ARTICLE 13.0 THIS SECTION INTENTIONALLY LEFT BLANK Page 6 of 11

8 ARTICLE 14.0 AMENDMENTS AND CHANGE ORDERS 14.1 Express terms, conditions, price, extension of time for completion of the Work, or an increase or decrease in consideration to either AURA or the GC, may not be modified except by submitting a written Change Request and executed via an amendment signed by the ATST Contracts Officer and the GCs Contracts Administrator. Oral agreements to modify or add work are unenforceable A Change Request shall contain: a description of the modification to the scope of work; the price or consideration, if any, associated with modification; and an itemization of labor hours (by worker category, if applicable) and purchased goods/services An amendment describing the modification and the agreed consideration adjustment and shall be signed by both the ATST Contracts Officer and the ID s Contracts Administrator. ARTICLE 15.0 TERMINATION 15.1 TERMINATION FOR DEFAULT/CAUSE If the GC refuses or fails to perform any of the provisions of this Sub-Award with such diligence as will ensure its completion within the time specified in this Sub-Award, AURA may notify the GC in writing of the non-performance, and if not promptly corrected within 30 days or as otherwise mutually agreed upon time frame, AURA may terminate the Contractor s right to proceed with this Sub-Award or such part of this Sub-Award as to which there has been delay or a failure to properly perform. The GCs hall continue performance of the Sub-Award to the extent it is not terminated, and shall be liable for excess costs incurred in re-procuring similar goods or services elsewhere and excess costs incurred in AURA s operation because of any resulting delay. Payment for completed services performed and accepted shall be at the price(s) provided in this Sub-Award If, after termination of the GC s right to proceed under this clause, it is determined for any reason that the GC was not in default under the provisions of this clause, or that the delay was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the termination for convenience clause, TERMINATION FOR CONVENIENCE AURA may terminate this Sub-Award in whole or in part for convenience upon submittal of a written notice to the GC not less than thirty (30) days from the anticipated day of termination. Upon receipt of the notice of termination, the GC shall incur no further obligations, except to the extent necessary to mitigate costs of performance. Regardless of any other provisions, the amount of the termination liability under this paragraph shall not exceed the amount of the price provided in this Sub-Award plus a reasonable cost for settlement expenses. ARTICLE 16.0 TERMINATIONS DUE TO BANKRUPTCY 16.1 AURA may at any time by notice in writing summarily terminate the Sub-Award to the GC Contractor in the event of the GC s bankruptcy under Chapters 7 or 11 of the U.S. Bankruptcy Code. Or 16.2 Provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall accrue thereafter to AURA. Page 7 of 11

9 ARTICLE 17.0 GC S KEY PERSONNEL The following individuals are considered key personnel for the ID. TBD, Project Manager TBD, Superintendent TBD, Quality Control TBD, Safety In the event any of the GC s key personnel are unable to perform or support the Work for any reason, the GC will notify the CO and COTR in writing of such inability of the key personnel and include in said notification the name(s), educational and professional background(s) of the individual(s) replacing the key personnel for AURA s concurrence. Should AURA determine that the replacement personnel do not possess the same level of education, experience or skill to perform or support the Work as did the key personnel, AURA reserves the right, at its sole discretion, to terminate the Sub-Award for convenience. ARTICLE 18.0 FORCE MAJEURE The GC shall not be liable for failure to fulfill its obligations herein or for delays in delivery due to causes beyond its reasonable control, including, but not limited to, acts of God, acts or inactions of AURA, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. The GC may request an extension for the time period of the delay from AURA. If an extension is not granted, the GC may terminate any order or remaining part thereof without liability by giving notice of such termination. All costs, including fee, incurred by the GC as a result of such termination shall be reimbursable including, without limitation, all non-reimbursable costs and non-cancelable commitments incurred prior to the receipt of the termination notice. ARTICLE 19.0 STATUTORY AND ADMINISTRATIVE REQUIREMENTS 19.1 By signing this Agreement, the GC certifies that it will comply with all applicable clauses from the Cooperative Agreement (CA) AST (Attachment 2a), Cooperative Agreement Financial & Administrative Terms and Conditions (CA-FATC) Effective December 26, 2014, (Attachment 2b), Supplemental Financial & Administrative Terms and Conditions for Managers of Federally Funded Research and Development Centers (FFRDC) Effective December 26, 2014 (Attachment 2c); Cooperative Support Agreement(CSA) AST (Attachment 2d); 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) as incorporated herein The GC shall ensure that the applicable clauses of AST , CA-FATC s, FFRDC s, and AST (Attachments 2 a, b, c, and d); and 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), are appropriately addressed and flow down to all subcontractors. ARTICLE 20.0 THIS SECTION INTENTIONALLY LEFT BLANK Page 8 of 11

10 ARTICLE 21.0 APPLICABLE LAW 21.1 U.S. Federal law governs this Sub-Award for all purposes, including, but not limited to, determining the validity of the Sub-Award, the meaning of its provisions, and the rights, obligations and remedies of the parties Each party expressly agrees to abide by any and all applicable federal and/or state laws and regulations governing their obligations under this Sub-Award, including without limitation, and to the extent applicable, state and federal rules governing non-discrimination, immigration, Title 7 of the Civil Rights Act of 1964, the Equal Employment Opportunity Act of 1972, the Age Discrimination and Employment Act of 1967, the Equal Pay Act of 1963, the National Labor Relations Act, the Fair Labor Standards Act, the Rehabilitation Act of 197, and the Occupational Safety and Health Act of 1970, as may be from time to time modified or amended During the construction phase(s) of the Statement of Work, this is Sub-Award is subject to the requirements of the Davis-Bacon Act (40 USC 3141 et seq.) and the Contract Work Hour and Safety Standards Act, as Amended (40 USC 3701 et seq.). The clauses set forth at 29 CFR 5.5, Section (a) and Section (b), are hereby incorporated by reference into this award in their entirety. In accordance with 29 CFR 5.5(a) (3) (ii) of the Davis-Bacon Act (DBA), the Contractor shall submit a weekly copy of all payrolls to AURA, accompanied by a signed "Statement of Compliance" indicating that the payrolls are correct and complete and that each laborer or mechanic has been paid not less than the proper DBA prevailing wage rate for the work performed under this award As required by 29 CFR 5.5(a) (1), the following wage determination(s) of the Secretary of Labor are hereby attached and made a part of this Sub-Award: State: Hawaii County: Maui Construction Type: Building, Heavy (Heavy and Dredging), Highway and Residential General Decision Number and Date: HI /27/2009 HI1 Copies of all identified wage determinations can be obtained from the following website: ARTICLE 22.0 ORDER OF PRECEDENCE In any conflict between the foregoing Articles of this Sub-Award and other documents incorporated herein, the Articles shall govern. In any conflict between the foregoing Articles and the Construction Specifications, the Articles shall govern. In any conflict between the Construction Specifications and any other support documents, the Construction Specifications shall govern. ARTICLE 23.0 SEVERABILITY The invalidity in whole or in part of any provision of this Sub-Award shall not affect the validity of other provisions. AURA s failure to enforce a right hereunder promptly shall not be deemed a waiver of such right, and no waiver of right under a provision shall constitute a waiver of any other right under such provision or any other provision. ARTICLE 24.0 ASSIGNMENT OF SUB-AWARD The Sub-Award shall not be assignable by either party hereto without the prior written permission of the other party. However, AURA may assign this Sub-Award to the United States of America without the permission of the GC. Provided, further, that unless this Sub-Award is assigned to the Government, it does not bind or purport to bind the National Science Foundation or the United States of America. Page 9 of 11

11 ARTICLE 25.0 AUDIT AND AVAILABILITY OF RECORDS AURA is responsible for ensuring that the GC is in compliance with applicable laws and regulations and other award conditions. Financial reports, supporting documents, and other records pertinent to this agreement, shall be retained by the GC for a period of three (3) years from the date of final payment except that records related to audits, appeals, litigation or the settlement of claims arising out of performance of this agreement shall be retained until such audits, appeals, litigation or claims have been resolved. Notwithstanding any other conditions of this Sub- Award, the records and financial statements of the GCs hall be made available upon request, at the GC s regular place of business, for examination by AURA or their duly authorized representative(s). ARTICLE 26.0 SURVIVAL The terms, conditions, and representations contained in this Sub-Award shall survive the termination or expiration of services and payment of compensation. ARTICLE 27.0 THIS SECTION INTENTIONALLY LEFT BLANK ARTICLE 28.0 DISPUTE RESOLUTION Neither AURA nor the GC will institute litigation in any court concerning a dispute arising under this Agreement, unless that party has used good faith efforts to resolve the dispute on a timely basis through negotiation with the other party. A dispute may be submitted to mediation or arbitration upon mutual agreement of the parties. In the event that the parties cannot negotiate a timely settlement of a dispute, then either party may institute appropriate court action. Any non-litigation form of dispute resolution shall take place in Tucson, Arizona, USA and be conducted in the English language. ARTICLE 29.0 SPECIAL TERMS, CONDITIONS OR REQUIREMENTS 29.1 THIS SECTION INTENTIONALLY LEFT BLANK 29.2 Liquidated Damages The GC hereby agrees that if t h e G C fails to complete the work, deliver or provide materials, and/or services that are the subject matter of this CONTRACT within the time period required by this Contract, GC shall pay liquidated damages to AURA in the amount of One Hundred United States Dollars (USD $500.00) per day in addition to any and all other damages or additional expenses reasonably needed to complete this Contract Project Labor Agreement The Contractor shall comply with all provisions of the Project Labor Agreement dated 17 December 2010 (Appendix 3). The Project Labor Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The Contractor shall sign and return to AURA the Project Labor Agreement Acknowledgement (Appendix 3A). Both Appendices 3, in its entirety, and 3A are hereby incorporated by reference Public Announcements The Contractor shall not release any information about this Purchase Order without written approval of the AURA Contracts Officer. All public announcements relating to this Purchase Order, including but not Page 10 of 11

12 limited to oral, print, telecommunication, or other forms of electronic or social media, shall be submitted to the AURA Contracts Officer for approval at least ten (10) days prior to the scheduled release or announcement Kulamalu Town Center Covenants, Conditions, and Restrictions The Kulamalu Town Center Covenants, Conditions, and Restrictions, as restated June 23, 2004 are incorporated by reference. ARTICLE 30.0 ENTIRE AGREEMENT This Sub-Award constitutes the complete and entire agreement of the Parties, and there are no other representations, promises, agreements, conditions or understandings, either oral or written, between the Parties other than as set forth herein. Any amendments, alterations or modifications to this agreement must be in writing and signed by the Parties of this agreement to be effective. The persons executing this Sub-Award represent and warrant that they have the full power and authority to enter into this Sub-Award on behalf of the entities on whose behalf they are signing. IN WITNESS WHEREOF, the parties hereto have executed this Sub-Award as of the date last set forth below. TO BE DETERMINED ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC. Name: Date Name: Harvey S. Bass Date Title: Title: Contracts Officer Name: Suzanne Baron Helming Date Title: Procurement Manager Name: Dr. Thomas Rimmele Date Title: DKIST Project Director Name: Dr. Charles M. Mountain Date Title: President, AURA, Inc. Page 11 of 11