1. No category

REQUEST FOR BIDS –N516390
FOR
“JANITORIAL SERVICES FOR NOAO CORPORATE HEADQUARTERS’’
Association of Universities for Research in Astronomy, Inc. (AURA)
Operating the
National Optical Astronomy Observatory
Tucson, Arizona
BIDS MUST BE RECEIVED BY
MONDAY, MARCH 30, 2015 AT 3:00 PM (MST)
Prepared by:
Deborah Gronet, Contracts Officer
Association of Universities for Research in Astronomy, Inc.
950 N. Cherry Avenue
Tucson, AZ 85719
9 March, 2015
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Janitorial Services for NOAO Corporate Headquarters
TABLE OF CONTENTS
I.
INSTRUCTIONS TO BIDDERS
II.
MANDATORY PRE-BID MEETING/SITE VISIT INFORMATION
III.
SCOPE OF WORK/TECHNICAL SPECIFICATIONS
IV.
SAMPLE FIXED PRICE SERVICES AGREEMENT
V.
CLAUSES INCORPORATED BY REFERENCE IN THE FIXED PRICE
SERVICES AGREEMENT
A. AURA General Provisions
VI.
CONTRACTOR’S BID DOCUMENTS (All documents listed below must be returned to
AURA with Contractor’s Bid)
A.
Contractor’s Bid for Fixed Price Services Agreement
B.
Qualification Package
C.
Mini-Audit Questionnaire
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SECTION I.
INSTRUCTIONS TO BIDDERS
ARTICLE 1.
DEFINITIONS
1.1
All definitions set forth in the General Provisions of the Sample Fixed Price Services Agreement and
attachments are applicable to these instructions to Bidders.
1.2
Bidding documents include: the Invitation to Bid or Request for Bids document, Instructions to Bidders,
the proposed Fixed Price Services Agreement, including its General Provisions and Scope of Work/Technical
Specifications, any amendments issued prior to receipt of bids, and the Contractor’s Bid Form.
1.3
Amendments are written or graphic instruments issued prior to the execution of the Fixed Price
Services Agreement which modify or interpret the bidding documents, including specifications, by additions,
deletions, clarifications or corrections. Amendments as issued will become part of the documents when the
Fixed Price Services Agreement is issued.
1.4
The "Fixed Price Services Agreement Documents" consist of the Request for Bid, Instructions to
Bidders, Contractor’s Proposal, Contractor's Bid, the written Fixed Price Services Agreement between AURA
and the Services Vendor, the Scope of Work/Technical Specifications, and all amendments and all
modifications incorporated in the documents before their execution.
1.5
The Association of Universities for Research in Astronomy, Inc. is an Arizona non-profit corporation,
hereinafter referred to as AURA. The term, "AURA," includes its authorized representatives.
1.6
The National Optical Astronomy Observatory (hereinafter “NOAO”) is divided up geographically into
“NOAO North” which refers to NOAO operations in the United States, and “NOAO South” which refers to
NOAO operations in Tololo, Chile. NOAO North includes the Kitt Peak National Observatory (hereinafter
KPNO) located near Tucson, Arizona, which is used for research in ground-based optical astronomy. The
NOAO South division includes the Cerro Tololo Inter-American Observatory located in Tololo, Chile, South
America (hereinafter “CTIO”). NOAO North and NOAO South are collectively referred to as NOAO, and are
operated by AURA under a cooperative agreement with the National Science Foundation. The term, "NOAO,"
includes its authorized representatives.
1.7
The National Science Foundation, hereinafter referred to as the Foundation, is an independent agency
of the United States of America created under the National Science Foundation Act of 1950. The term,
"Foundation," includes its authorized representatives.
1.8
The Services Vendor is the person or organization who/that submits a Bid and who/that proposes to
perform the work described in the Fixed Price Services Agreement. The term, "Services Vendor," refers to the
janitorial services firm or its authorized representative(s).
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1.9
The term, “Contractor,” refers to any person or organization who/that submits a Bid in accordance with
these Bid Instructions and Procedures. The term, “Contractor,” may be used in lieu of the term, “Services
Vendor,” throughout these Bid documents.
1.10 The term, “Subcontractor,” means a person or organization, who/that has a direct agreement with the
Services Vendor to furnish labor, or labor and materials, at the site of the work. The term also includes lower
tier Contractors of a Subcontractor, but it does not include suppliers who/that furnish materials not worked to a
special design according to the drawings and specifications.
a.
Nothing contained in the Fixed Price Services Agreement Documents shall be deemed or
construed to create any contractual relation between AURA and any Subcontractor as defined above.
ARTICLE 2.
DESCRIPTION OF WORK
2.1
AURA-NOAO-Tucson is seeking bids for janitorial services for its Tucson corporate headquarters. The
work involving the services described above is hereinafter collectively referred to as “the Janitorial Services.”
2.2.
The Janitorial Services are more particularly described in the Scope of Work and Technical
Specifications set forth in Section III of this RFB.
ARTICLE 3.
3.1
BIDDING PROCEDURES
Bids shall include the following:
a. Completed “Contractor’s Bid for Fixed Price Services Agreement Award”: Bidder
must complete in its entirety the contractor bid form labeled, “Section VI, Contractor’s Bid Documents,
A. Contractor’s Bid for Fixed Price Services Agreement Award” which will set forth Contractor’s bid on
the project. AURA seeks bids for one seven month period and two one year periods. Initially, a
contract will be signed with the successful Bidder through September 30, 2015. It is AURA’s intent
subject to being awarded a renewal cooperative agreement for operation of the National Optical
Astronomy Observatory as well as funding to pay for janitorial services, and provided further there is
satisfactory performance by the Contractor, to renew the initial contract on a one year basis for two
additional one-year periods.
b. Completed “Qualification Package”: Bidder shall fully complete the “Qualification
Package” forms which follow Section VI infra titled, “Contractor’s Bid Documents.” It is very important
that Bidder complete in detail the references form included in the Qualification Package. Bidder may
include in its written proposal (referenced above) a more detailed written description of the references
provided and the work performed for each referenced firm highlighting significant accomplishments
c. Completed Mini-audit Questionnaire”: Bidder shall fully complete the “Mini-audit
Questionnaire” which follow Section VI infra titled, “Contractor’s Bid Documents.”
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d. License Numbers and Corporate or LLC Resolution. The Bidder shall submit with its
Bid, any applicable Vendor’s License number(s) applicable to the work to be performed, and a copy of
a corporate or limited liability company resolution certified either by the Secretary of the Corporation or
a Member of the limited liability company that the copy of the resolution represents a resolution passed
at a meeting of the board of directors of the corporation or the members of the Limited Liability
Company, validly called, at which a quorum of board members or LLC members were present
indicating who within the Professional Vendor’s organization has authority to bind the Professional
Vendor organization on a contract.
3.2
a.
Prices quoted in the Bid(s) are to include all applicable federal, state and local taxes.
b.
Prices are to include the cost of all transportation, materials, equipment, tools, supplies, labor
and services necessary or proper for the performance and completion of the work, except such as may be
otherwise expressly provided for in the Bid Documents.
3.3
In the event of a discrepancy between the prices quoted in the Bid in words and those quoted in
figures, the words shall control.
3.4
Submission of the Bid. Subject to the following procedures and requirements, Bidder must submit the
documents described in Article 3.1 above electronically to [email protected] and an original set of
bid documents must be sent to AURA via U.S. Mail at the address listed below, postmarked no later than the
bid due date. The failure to timely submit these documents to AURA in accordance with these rules shall result
in the elimination of Bidder’s Bid from consideration. Bids shall be mailed to the following address:
Contracts Office
AURA, Inc.
950 N. Cherry Avenue
Tucson, AZ 85719
3.5
No oral, telegraphic, or telephonic Bids will be considered. No oral, telegraphic or telephonic
modifications to Bids will be considered. Modifications to Bids submitted must be made electronically on or
before the 3:00 o’clock P.M. Mountain Standard Time on the Bid due date.
3.6
A Bidder may withdraw its Bid(s), either personally or by written request, at any time prior to the
scheduled closing time for receipt of Bids.
3.7
A person, firm or organization who/that has submitted a sub-Bid to a Bidder, or who has provided a
quote on materials to a Bidder, is not disqualified from submitting a sub-Bid or providing quotes to other
Bidders.
3.8
Unless otherwise provided for in any addendum to these Bid Instructions, no Bidder may withdraw,
modify or cancel its Bid(s) for a period of ninety (90) days after the time designated for receipt of Bids.
ARTICLE 4.
COMMUNICATION AND QUESTIONS
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Any questions or requests for clarification of this proposal should be directed to:
Deborah Gronet, Contracts Officer
Association of Universities for Research in Astronomy, Inc.
950 N. Cherry Avenue
Tucson, AZ 85719
Ph: 520-318-8366
Fax: 520-318-8456
Email: [email protected]
Clarification or direction by other persons at AURA is not permitted during the RFB process.
General or procedural questions can be addressed by telephone. Technical or scientific questions must be
submitted by facsimile or email, and must be received at least three (3) business days before the due date for
the proposals. All questions and responses will be provided to all parties present at the site visits.
ARTICLE 5.
EXAMINATION OF DOCUMENTS
5.1
AURA reserves the right to make additions, deletions, or modifications to the Bid documents in writing
by amendment at any time prior to the closing date. If, in the opinion of the Contracts Officer (hereinafter CO),
any such change causes an increase in the time required for submission of Bids, the CO may, at her sole
discretion, adjust the closing date and time accordingly.
5.2
The Bidder shall examine the Bid documents carefully and, not later than three (3) days prior to the
date for receipt of Bids, make a request for interpretation or correction of any ambiguity, inconsistency, or error
which it may discover. All requests shall be made in writing; addressed to the AURA CO.
5.3
All interpretations and corrections shall be issued in writing by the AURA CO in the form of an
Amendment. The Bidder shall not rely on any interpretation or correction given by any other method.
5.4
Prior to receipt of Bids, addenda, if required, will be mailed to each Bidder who has requested and/or
has been sent the Bid documents.
5.5
The failure of any Bidder to receive or examine any form, instrument, amendment or other document,
or failure to acquaint itself with existing conditions shall not relieve the Bidder from obligations and
responsibilities with respect to its Bid or to the Fixed Price Services Agreement award. The submission of a
Bid shall be taken as prima facie evidence of compliance with this section.
ARTICLE 6.
REPRESENTATIONS
6.1
Each Bidder must attend the mandatory pre-bid/site visit meeting that is scheduled and visit the site
of work prior to submitting a bid. Information about the location, date and time of the mandatory pre-bid/site visit
meetings is set forth Section II of this RFB.
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Janitorial Services for NOAO Corporate Headquarters
6.2
By attending a pre-bid meeting, Bidder does hereby consent to AURA including its company name and
contact information on the Janitorial Services for NOAO Corporate Headquarters Pre-bid Meeting Attendee List
which will be published on the AURA Bid Opportunities Web site in conjunction with this RFB. If the
individual/company listed above does not want their name included in the Pre-Bid Meeting Attendee List,
please contact Deborah Gronet, Contracts Officer at [email protected]. Any sub-bidder requesting
the Pre-bid Meeting Attendee’ list will be directed to this Web site. A copy of the RFB and any applicable
amendments will also be available on this Web site.
6.3
By submitting a Bid, each Bidder represents that it is familiar with existing conditions under which the
work will be performed.
6.4
a.
The Bidder, by submitting its Bid, represents that it has read and understands the Bid
documents, and by submitting a Bid acknowledges acceptance of all of the Terms and Conditions of the Bid
Documents as defined in 1.2 of these Bid Instructions.
b.
Any exceptions to the Fixed Price Services Agreement Documents shall be stated on the
Services Vendor’s Letterhead, and submitted with its Bid. Exceptions shall be stated clearly and concisely.
The Bidder is required to provide alternative wording for consideration by the AURA CO.
c.
The Bidder, by submitting a Bid, certifies that either the Fixed Price Services Agreement
Documents, including the General Provisions have been reviewed and accepted by the Services Vendor, or
that the Services Vendor has noted its exceptions to the Fixed Price Services Bid Documents with its Bid.
ARTICLE 7.
COMPLETION TIME
7.1
The Bidder shall specify in its Bid the time required to complete the work described. The time of
performance shall be dated from receipt of the Services Vendor’s bid, and all costs included in the Bid shall be
for the work to be completed within that period.
ARTICLE 8.
EVALUATION OF BIDS
8.1
Bids will be opened and evaluated privately after the deadline for receipt of Bids.
8.2
Bids will be evaluated based on the following criteria:
Vendor’s Experience (includes the collective experience of the Contractor and, if applicable, all
designated subcontractors)
 Experience on similar projects
Vendor’s References
 How highly recommended they are from their references
 No outstanding complaints with the Better Business Bureau
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Janitorial Services for NOAO Corporate Headquarters

No filed complaints with the Better Business Bureau within past 5 years
Vendor’s Bid Price
 Results of price analysis
 Comparison with in-house estimate
 Comparison with other quotes
 Is price fair and reasonable?
Vendor Stability and Reliability
 Financial condition of Vendor
 Years in business
 Risks that may affect Vendor’s ability to perform services
 Vendor’s responses in qualification package
ARTICLE 9.
9.1
TIME PERIOD FOR EVALUATION OF BIDS; REJECTION OF BIDS;
IRREGULARITIES
AURA reserves the right to hold any or all Bids for a period of up to ninety (90) calendar days.
9.2
AURA shall have the right to take up to ninety (90) calendar days to evaluate the Bids submitted
and to make a decision.
9.3
AURA reserves the right to accept or reject any or all Bids or any combination thereof, to withhold an
award for any reason it may determine, or to waive any irregularities or informalities in the Bids or in the
submission of Bids.
ARTICLE 10.
FORM OF AGREEMENT
The form of agreement that will be used shall be a “Fixed Price Services Agreement.” A template of the Fixed
Price Services Agreement and the terms and conditions incorporated by reference into said agreement are
included for review. The final form of agreement presented to the Vendor selected to perform the work may
vary from the template format attached hereto, depending on the Bid documents submitted by Vendor and
other facts and circumstances deemed relevant by AURA.
ARTICLE 11.
LAW
The laws of the state of Arizona shall govern the construction and interpretation of these Bid Documents and
the construction and interpretation of the Fixed Price Services Agreement. The work performed by the
Services Vendor to whom the Fixed Price Services Agreement is awarded must comply with Arizona state law,
Pima County ordinances, federal law and any other laws and/or ordinances which may be applicable to the
work to be performed.
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ARTICLE 12.
CONTRACTING WITH SMALL BUSINESSES, MINORITY-OWNED FIRMS AND
WOMEN’S BUSINESS ENTERPRISES
AURA encourages small businesses, minority owned firms and women’s business enterprises to bid on AURA
jobs that they are qualified to bid on. If applicable, Contractors seeking to bid on the Project are encouraged to
utilize, as much as possible, small businesses, minority owned firms and women’s business enterprises as
subcontractors.
ARTICLE 13.
AURA WEB SITE DISPLAYING AURA BID OPPORTUNITIES; DUTY OF BIDDER TO
CHECK AURA WEBSITE; PARTICIPATION IN PREBID MEETING AND PUBLICATION
OF NAMES AND CONTACT INFORMATION OF ATTENDEES AT PRE-BID MEETINGS
ON AURA BID OPPORTUNITY WEB SITE
AURA has established a Web page to display AURA bid opportunities. The link to the webpage is:
http://auracas.aura-astronomy.org/?q=node/103
The AURA/CAS Bid Opportunities Web page will display all pending RFB, RFPs, etc., issued by the
AURA/Central Administrative Services as well as any amendments issued to such RFBs, RFP’s, etc. In
addition, AURA shall display the name and contact information for any company which attends a pre-bid
meeting on the AURA/CAS Bid Opportunities Web page for the purpose of apprising prospective
subcontractors and the public which firms attended the pre-bid meeting(s). This will enable interested
subcontractors to contact such firms for purposes of supplying subcontract prices. It shall be the Bidder’s
obligation to check the AURA/CAS Bid Opportunities Web page to view and obtain copies of amendments and
announcements related to the RFB they seek to bid on.
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SECTION II.
MANDATORY PRE-BID MEETING/SITE VISIT INFORMATION
There is a mandatory pre-bid meeting/site visit scheduled for one-thirty in the afternoon (1:30 P.M.)
on Monday, March 23, 2015 in the LaQuinta Conference Room in the AURA Central Administrative
Services Building located at 1715 East 2nd Street. (Please see the maps which immediately follow this
page.) Attendees will participate in a sit-down meeting to discuss the scope of work and the technical
specifications and will also be taken on a walking tour of the NOAO Corporate Headquarters to view the
offices and facilities and to discuss the janitorial services needed.
Contractors should notify the Contracts Office of the National Optical Astronomy Observatory at 3188366 prior to the meeting date, to provide confirmation of their attendance and to obtain directions, if
necessary. In lieu of telephoning to confirm attendance, a facsimile attendance confirmation form is attached
and may be used.
A very limited amount of parking is available in front of the National Optical Astronomy Observatory
headquarters building, located at 950 N. Cherry Avenue (see map). Metered parking is also available along 2nd Street.
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ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC.
NATIONAL OPTICAL ASTRONOMY OBSERVATORIES
FACSIMILE COVERSHEET
DATE:
FORWARD TO:
DEBORAH GRONET
Contracts Officer
FAX NUMBER: 520-318-8456
If you have any problems with the attached facsimile transmission, please contact:
Deborah Gronet
Tele: 520-318-8366
Email: [email protected]
From: ________________________________
________________________________
________________________________
________________________________
_______________________________
Project:

RFB-N516390 “Janitorial Services for NOAO Corporate Headquarters”
I intend to submit a bid on this project AND will attend the site visit on MONDAY, March 23, 2015 AT ONE
THIRTY P.M. (1:30 P.M.) Mountain Standard Time. The site visit will be conducted in the LaQuinta Conference
Room in the AURA Central Administrative Services Building located at 1715 East 2nd Street. More specific information relative to
where the meeting will be held is provided in Section II of the RFB.
I do not wish to submit a bid at this time, but would like to remain on the Bidders List for future projects with AURA.
FINAL BID DOCUMENTS ARE DUE ON MONDAY, MARCH 30, 2015
AT
3:00 PM MST
IMPORTANT: By submitting this facsimile cover sheet to confirm attendance at the Janitorial Services for NOAO Corporate
Headquarters pre-bid meeting and attending the pre-bid meeting listed, the individual/company listed above consents and agrees
to the publication of its name and contact information on the Janitorial Services for NOAO Corporate Headquarters Pre-bid Meeting
Attendee List which will be published on the AURA Bid Opportunities Web site. If the individual/company listed above does not want
their name included on the Pre-bid Meeting Attendee List, please check here ________.
The information contained in this facsimile may be privileged and confidential, and is intended only for the use of the individual(s) or
entity named above who has been specifically authorized to receive it. If you are not the intended recipient, you are hereby notified
that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication
in error, please notify us immediately by telephone and return all pages to the address indicated above. Thank you
NUMBER OF PAGES (including coversheet)
__________
SECTION III.
SCOPE OF WORK/TECHNICAL SPECIFICATIONS
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Janitorial Services for NOAO Corporate Headquarters
ATTACHMENT A
GENERAL SPECIFICATIONS

All labor, supplies, and equipment necessary to perform the basic sub-award services are to
be provided by the Contractor.

It shall be the responsibility of the Contractor to provide all cleaning supplies necessary to
perform the described services. The specific type and brand of cleaning supplies used is left
to the discretion of the Contractor. Acceptability will be based on ability to achieve the
desired results. The contractor shall make every effort to use environmentally safe (green)
cleaning supplies.

If requested, a lockable room of approximately 100 sq. ft. (room 168) will be made available
to the Contractor within the main building for storage of materials and/or as an office for the
foreman. Other storage areas and janitor’s closets throughout the facility will be made
available, as needed and agreed upon by both parties.

Service to all areas shall be performed during the hours from 4:30 pm to 6:00 am on Sunday
through Thursday. Changes to designated work days must be approved in advance with
AURA’s designated representative.

Some areas to be cleaned may require special access.
AURA’s designated representative.

Included in the bid package, the Contractor shall provide the names of five current clients
(and contact persons) for whom service has been provided continuously for at least one year.
The nature of the facilities and the range of services provided should be as similar as possible
to the scope of this contract.

Direct on-site supervision shall be provided by a qualified, trained, and experienced foreman.
This person shall be available at a specified time each day to meet with AURA’s designated
representative for special instructions, handling complaints, and accurate reporting of the
previous nights’ activities as required.

All employees assigned to this contract shall be screened for ability and reliability including
a security and Arizona employment check. Work on AURA premises shall be performed
only by permanently assigned employees during authorized working hours.

While on AURA premises, all employees of the custodial contractor shall be required to wear
picture identification badges provided by the contractor. It is preferred that custodial
employees also wear an identifiable uniform.

Extra services shall be requested at least 24 hours in advance by AURA and shall be
provided by the Contractor on an occasional special request basis. Any such services
performed shall be billed to AURA as a separate additional itemized charge on the
Contractor’s monthly invoice.
Instructions to be provided by

Base contract bid amount shall be stated as a monthly charge. Monthly invoices shall clearly
specify the month for which AURA is being billed.
The requirements described in the following custodial service schedules are included in the
basic contract (unless specifically excluded). In the floor plans that follow, these
requirements are keyed to the specific classification of space throughout the complex.
OFFICES, MEETING ROOMS, HALLWAYS, and LIBRARY
Type A spaces (approximately 72,800 sq. ft. total)
(roughly 50% of the Type A space is carpeted)
Daily (5 times per week)
 Empty all waste and recycle baskets, change receptacle liners as needed, and place trash in
dumpsters.
 Dust mop floors in corridors, common areas, and offices.
 Damp mop as needed for spillage.
 Wipe down conference tables.
 Spot clean furniture for obvious spillage or soiled surfaces.
 Clean drinking fountains.
 Clean glass on all doors and spot clean doors/doorframes.
 Damp wipe counters that are clear of materials, with special attention to kitchen areas.
 Wash walls as needed and spot clean around switches.
 Dust and spot clean partitions/walls.
 Clean/sweep inside and outside of entrances including floor mats.
 Clean/sweep/vacuum stairs and stairwells.
Weekly
 Clean and polish meeting tables.
 Where requested, clean chalk/whiteboards and trays.
 Dust/wipe down horizontal areas that are clear of materials.
 Wipe down ledges and sills.
 Vacuum or wet mop corridors, meeting rooms, and library, or more often as needed.
 Damp mop or vacuum office floors, or more often as needed.
 Spray/buff uncarpeted corridor floors.
 Remove scuff marks from corridor floors.
 Dust and vacuum furniture in offices.
 Clean windows and frames at lobby and patio entrances.
 Inspect executive offices (as identified on plan – rooms 122, 124, 128, 130, 155, and 157)
and perform any necessary cleaning of walls, floors, furniture, etc. for professional
appearance.
Monthly
 Clean exterior door frames, inside and outside.
 Dust window blinds.
Bi-Annually
 Strip and wax floors in hallways (normally scheduled around holiday periods, if possible).
Annually
 Strip and wax floors in hallways, offices, and meeting rooms (normally scheduled around
holiday periods, if possible).
 Shampoo carpets (normally scheduled around holiday periods, if possible).
 Wash entrance floor mats.
HIGH USAGE COMMON AREAS
Type A-1 spaces (approximately 3,800 sq. ft. total)
(roughly 75% of the Type A-1 space is carpeted)
These spaces are specified as: NOAO Lobby, CAS/La Quinta Lobby, Scientific Interaction
Room (136), Employee Lounge, and Conference Rooms (5, 180, 216, M-6, R-17, Q-2, B50A, B-53).
Daily (5 times per week)
 Empty all waste and recycle baskets, change receptacle liners as needed, and place trash in
dumpsters.
 Dust mop floors in common areas.
 Damp mop as needed for spillage.
 Wipe down conference tables and kitchen-style surfaces.
 Spot clean furniture for obvious spillage or soiled surfaces.
 Vacuum carpeted areas in front lobby and conference rooms.
 Clean glass on all doors, spot clean doors, and door frames.
 Damp wipe counters that are clear of materials, with special attention to kitchen areas.
 Wash walls, as needed, and spot clean around switches.
 Dust and spot clean walls.
 Clean/sweep inside and outside of entrances including floor mats.
Weekly
 Clean and polish meeting tables.
 Where requested, clean chalk/whiteboards and trays.
 Dust/wipe down horizontal areas that are clear of materials.
 Wipe down ledges and sills.
 Vacuum or wet mop areas, or more often as needed.
 Remove scuff marks from floors.
 Dust and vacuum furniture in areas.
 Clean windows and frames at lobby and patio entrances.
Monthly
 Clean exterior door frames inside and outside.
 Dust window blinds.
 Clean and polish meeting tables.
Bi-Annually
 Strip and wax floors (normally scheduled around holiday periods, if possible).
 Shampoo carpets (normally scheduled around holiday periods, if possible).
 Wash entrance floor mats.
SHOPS and LABORATORIES
Type B spaces (approximately 23,600 sq. ft. total)
Daily (5 times per week)
 Empty all waste and recycle baskets, change receptacle liners as needed, and place trash in
dumpsters.
 Sweep floors.
 Collect scrap metal shavings and filings in machine shop areas and deposit in on-site
containers, as directed.
 Damp mop floors of shops (Rooms 15, 16, 20, and 30) with clean water and approved
solution.
 Damp wipe all horizontal surfaces (except equipment) using approved solution.
 Clean glass on all doors and spot clean doors and doorframes.
 Dust and spot clean partitions.
 Clean drinking fountains.
Weekly
 Dust horizontal areas that are clear of materials.
 Dust, wipe, or vacuum furniture.
 Wet mop computer lab (Room 101) floor.
 Damp mop lab areas and shops not listed above for daily cleaning.
 Damp mop areas B-2 through B-8A, unless noted otherwise.
 At rooms B-2, B-7, B-8, B-13, B-50B, B-51, B-51A, and X-21, approved anti-static floor
maintenance products must be used following manufacturer’s instructions. Before entering
these areas, clean all equipment (buckets, wheels, ringers, and barrels).
Monthly
 Clean exterior door frames, inside and outside.
Annually
 Strip and wax floors.
 Clean floor mats.
The following laboratory areas are OFF LIMITS and require no service by the Contractor unless
specifically requested: 25, B-5 (clean room), B-8A, B-12, B-25, B-34, B-38, B-38A, B-39, B47, B-49, and B-49B. Trash removal from areas will still be required and arranged with
Contractor.
RESTROOMS/SHOWER FACILITY/WORK OUT AREA
Type C spaces (approximately 2,775 sq. ft. total)
(27 separate restrooms and 2 shower rooms)
Daily (5 times per week)
 Empty and wipe down all waste and recycle baskets, change receptacle liners as needed, and
place trash in dumpsters.
 Wet mop floors.
 Spot clean walls, partitions, and doors.
 Clean counters and mirrors.
 Wash sinks, toilet bowls, and urinals, inside and out.
 Clean dispensers and restock (toilet paper, paper towels, soap, etc.)
 Wipe down walls of shower stalls and remove calcium buildups.
Weekly
 Dust horizontal areas, high and low.
 Wash down walls, partitions, and doors.
 Spot clean furniture.
 Wipe down and disinfect exercise equipment.
Bi-Weekly
 Scrub floors.
 Clean window blinds.
 Disinfect and hose down ceiling, walls, and floor of shower facility (X-19).
Bi-Annually
 Strip and wax floors in restrooms and shower facilities (normally scheduled around holiday
periods, if possible).
 Shampoo carpets in work out area (normally scheduled around holiday periods, if possible).
EXTERIOR AREAS & GENERAL REQUIREMENTS
Daily
 Empty trash and recycle receptacles in patio areas and throughout the complex and deposit in
central exterior collection containers.
 Wipe down tables and chairs in all patio areas, if necessary.
As Required
 Sweep outside stairs and staircases.
 Wipe down tables and chairs in specific patio areas.
SPECIAL ADDITIONAL SERVICES (AS REQUESTED)




Vacuum all vents and registers.
Clean all windows not covered under basic contract inside and out.
Strip and wax tile floors (provide a per sq. ft. cost for areas to be done on special request
basis).
Shampoo and clean carpeted floors (provide a per sq. ft. cost for areas to be done on special
request basis).
TYPE A-1
High Usage Common Areas
TYPE B
Shops and Laboratories
OFF LIMITS AREA
Does not require service
TYPE C
Shower Facility/Work Out Area
Patios Requiring Custodial
Service
1/16” = 1’-0
FIRST FLOOR PLAN
TYPE A
Offices, Meeting Rooms, Library
Work to become effective
January 15, 2015
TYPE A
Offices, Meeting Rooms, Library
TYPE A-1
High Usage Common Areas
TYPE B
Shops and Laboratories
OFF LIMITS AREA
Does not require service
TYPE C
Shower Facility/Work Out Area
Patios Requiring Custodial
Service
SECTION IV.
SAMPLE FIXED PRICE SERVICES AGREEMENT
SAMPLE FIXED PRICE SERVICES AGREEMENT NO. N51693C-A
ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC.
FIXED PRICE SERVICES AGREEMENT NO. N51693C-A
THIS FIXED PRICE SERVICES AGREEMENT (“Agreement”) is made effective March 1, 2015
(“Effective Date”), by and between the ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN
ASTRONOMY, INC., an Arizona non-profit corporation, located at 950 North Cherry Ave., Tucson, AZ
85719, hereinafter referred to as “AURA,” and ____________ hereinafter referred to as “Contractor"
located at ___________________, Suite ____, __________, AZ __________.
Recitals:
A. Under Cooperative Agreement AST 0809409 between AURA and the United States of America
represented by the National Science Foundation, Cooperative Support Agreement AST-0950945, CFDA
#47.049, now in full force and effect, AURA, which operates the National Optical Astronomy Observatory
(NOAO) is engaged in the management, operation and maintenance of observatories and related activities
for research in the field of astronomy, and desires to enter into an agreement with Contractor to for the
performance of janitorial and custodial services at the headquarters for the National Optical Astronomy
Observatory.
B. 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
C. Contractor has the personnel and is willing and able to perform said work under the terms and
conditions set forth in this Fixed Price Services Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto
mutually agree as follows:
ARTICLE 1.
SCOPE OF WORK
a.
Contractor shall provide all services, labor, materials, equipment, supplies, transportation and
supervision necessary to provide janitorial and custodial services at NOAO Headquarters in Tucson in
accordance with the terms and conditions of this Agreement.
b.
The scope of Contractor's services shall comply with the "Scope of Work/Technical
Specifications" described in Attachment “A.” Contractor shall perform the work in accordance with the
Scope of Work and Technical Specifications set forth in Attachment A.
c.
The work shall be performed in accordance with: (i) the Articles of this Fixed Price Services
Agreement; (ii) the AURA Contract General Provisions set forth in Attachment B; (iii) the Scope of
Work/Technical Specifications set forth in Attachment A; and (iv) the Proposal from Contractor entitled:
“Contractor’s Bid Documents” and dated _____ set forth in Attachment C. The Attachments immediately
referred to above are attached to this Agreement and the provisions of such attachments are hereby
incorporated by reference into this Agreement as though each attachment is fully set forth herein.
ARTICLE 2.
PERIOD OF PERFORMANCE
a.
The period of performance of this Fixed Price Services Agreement shall be from the Effective Date to
September 30, 2015 inclusive and shall be extended beyond that date only by mutual agreement of the parties
in writing. Provided AURA receives continued funding from the NSF to pay for the cost of janitorial and
custodial services and provided further that Contractor provides all professional services, labor, materials,
equipment, supplies, transportation and supervision necessary to provide janitorial and custodial services
to maintain the NOAO Tucson headquarters in accordance with the terms of this Agreement, AURA will
renew this Agreement on an annual basis for two additional successive one year periods on the same
terms and conditions as set forth herein with the contract sum to be based on the Contractor’s Bid
Document set forth in Attachment C.
b.
Contractor shall commence performing the work promptly upon, but not before, receipt of a fully
executed original of this Agreement. Commencement of work prior to receipt of the fully executed Agreement
shall be at Contractor’s own risk.
ARTICLE 3.
CONTRACT SUM
AURA shall pay Contractor for performance of the work described in Article 1 above, the fixed price sum of
_____________ DOLLARS for a period of seven months (“Contract Sum”). This will be paid __________
dollars per month ($__________). This price covers all specifications listed in Attachment ‘A’ other than
the Special Additional Services (as requested). This amount includes all applicable federal, state and city
taxes.
Special Additional Services (as requested):
The Contractor shall perform extra services, upon request, as listed below:
SPECIAL SERVICES/REQUESTS:
Vacuum all vents and registers
Clean all windows not covered
Under the basic contract (inside and out)
Firm fixed price for entire facility:
$___________________________
Firm fixed price for the entire facility:
$___________________
Strip and wax tile floors
Price per square foot:
(Special request, in addition to regular Bi- $_____________________________
Annual/Annual schedule)
Carpet Cleaning
Price per square foot:
(Special request, in addition to regular Annual $_______________________________
schedule)
ARTICLE 4.
PAYMENTS
a. Contractor shall invoice AURA on a monthly basis and shall be paid upon submission of a proper
invoice, the prices stipulated herein for work delivered and/or performed and accepted, less any deduction,
if applicable.
b. Invoices shall contain at a minimum the following: (i) a reference to the AURA Fixed Price Services
Agreement No.N51693C-A, (ii) Invoice number; (iii) Invoice date; (iv) the dollar amount due from AURA; and
(v) an itemized description of the services performed. Invoices may be sent via e-mail or via U.S. Mail to
the appropriate addresses below.
Mail invoices to:
AURA, Inc.
Contracts Office
950 North Cherry Avenue
Tucson, AZ 85719
Via email to:
[email protected]
c.
Payment shall be made within thirty (30) days after AURA's receipt of Contractor's monthly
statement for services, prepared in such form and detail as AURA may specify.
ARTICLE 5.
CONTRACTUAL AUTHORITY OF AURA
a.
AURA’s Contracts Officers (COs), are the only personnel authorized to approve
changes in this Fixed Price Services Agreement and to perform post-award functions in administering and
enforcing this Fixed Price Services Agreement on behalf of AURA.
b.
The CO assigned to this project is Deborah Gronet. Any questions relating to the terms and
conditions of this Fixed Price Services Agreement should be brought to her attention at 520-318-8366 or by
e-mail to [email protected].
c.
The AURA CO may appoint, by written notification to Contractor, a technical representative, to act
on behalf of AURA for purposes of administering, and providing direction to Contractor related to the
detailed technical aspects of the Work. 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 AURA CO. 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 Statement of Work; (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 Agreement 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 she has
authority to enter into this Agreement on behalf of AURA.
ARTICLE 6. TECHNICAL REPRESENTATIVES FOR AURA
The AURA Technical Representatives (AURA “TR”) for this Agreement are Karen Ray and John Dunlop.
Any questions regarding technical performance of the work should be directed to Karen Ray at (520) 3188212, or email to [email protected], or John Dunlop at (520) 318-8284, or email to [email protected].
ARTICLE 7. CONTRACTUAL AUTHORITY OF CONTRACTOR
a.
The Contractor shall, promptly upon execution of this Agreement, appoint a designated on-site
supervisor and contact information to the AURA TR. The on-site supervisor shall be: (1) the primary contact
for Contractor in all matters related to this Agreement; and (2) shall be responsible for the administration,
coordination, and supervision of the Agreement and Work by the Contractor and employees.
b.
The Contractor shall, promptly upon execution of this Agreement, appoint a Contractual
Representative who shall be authorized to act on behalf of, sign for, and accept responsibilities on behalf of
the Contractor.
c.
The Contractor shall not replace or substitute the on-site supervisor or Contractual Representative
without the prior written consent of AURA. Email shall be an acceptable form for written notification and
approval.
d.
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 8.
CHANGES
a.
AURA may at any time, by issuance of a written Change Order to this Agreement, make changes
within the general scope of this Agreement in any one or more of the following: (i) tasks or Subtasks under
Article 1, where such change will expedite performance or enhance the level of services to be provided; (ii)
time or place of delivery and/or the period of performance. If any such change causes an increase or
decrease in the cost of, or time required for performance of this Agreement, the Contractor shall notify
AURA’s CO in writing requesting an equitable adjustment to the price, delivery schedule, or both. Upon
receipt, the AURA CO shall amend this Agreement accordingly. Any claim by the Contractor for adjustment
under this article must be asserted within fifteen (15) days from the date of the notification of change;
otherwise, the Contractor shall be deemed to have waived such claim. In no event shall AURA be
responsible or obligated for any increase in the price under this Agreement or revision in the delivery
schedule, unless the change in the Agreement giving rise to any price increase or revised delivery schedule
was in the first instance specifically ordered in writing by the AURA CO. Nothing in this clause shall excuse
the Contractor from proceeding with performance of the work under this Agreement as changed.
b.
AURA may, upon twenty-four hour notification to the Contractor, request the extra services
described and priced in Article 3 above.
c.
Changes to the scope of work, performance schedule, or any other change that materially affects
the Agreement, or changes that would alter the Agreement price are not valid unless signed in writing by
AURA’s CO. No payment for extras, overruns, or other changes shall be made, unless such extras are
authorized in writing by AURA’s CO.
ARTICLE 9.
DELAYS
Contractor shall notify AURA promptly, in writing, of any material delay in performance of specified
services. Notification shall include the proposed revised delivery date as soon as practicable after notice of
delay. Such notification shall not be construed as repudiation by the Contractor of its obligation under this
Agreement. Contractor shall not be liable for delays in performance or delivery due to causes beyond its
reasonable control, and not otherwise due to its fault or negligence. In the event of such delay, the date of
performance or delivery shall be extended for a period equal to the time lost by reason of said delivery on
written approval of AURA.
ARTICLE 10.
INDEPENDENT CONTRACTOR
a.
In performing the Work under this Agreement, Contractor shall be deemed an independent
Contractor and shall not act as nor be an agent or employee of AURA or AURA. The Contractor shall, as
an independent Contractor, be solely responsible for determining the means and methods for performing
the work described in Article 1, and shall have complete charge and responsibility for persons employed by,
or subcontracted by, Contractor and engaged in the performance of the specified work. Contractor is
hereby given notice of its responsibility for arrangements to guard against physical, financial, and other
risks as appropriate. Contractor shall comply with all applicable Federal, state and local laws, Federal and
state OSHA regulations, Executive Orders, ordinances, rules and regulations, which may be applicable to
Contractor’s performance of its obligations hereunder.
b.
AURA shall be responsible for providing a safe working environment while Contractor personnel
are working on AURA’s premises.
ARTICLE 11.
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 all 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, subcontractors, or agents while on
AURA’s premises. Accordingly, the Contractor agrees to take all measures necessary to prevent injury and/or
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, subcontractors, or any of its agents or employees. The
Contractor shall promptly repair, to the specifications of AURA, any damage that it, its subcontractors or its
employees or agents may cause to AURA’s property 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.
d.
Contractor shall comply with the Occupational Safety and Health Act of 1970 (OSHA), including all
applicable OSHA regulations.
e.
The Contractor agrees that, in the event of an accident of any kind, the Contractor will immediately
notify Tammie Lavoie, NOAO Safety Manager, at (520) 318-8211 or [email protected] and thereafter furnish a
full written report of such accident.
f.
The Contractor shall perform the services described in this Agreement without interfering in any way
with the activities of AURA.
ARTICLE 12.
USE OF AURA’S FACILITIES
The Contractor, its employees, subcontractors or agents shall have the right to use only those facilities at
AURA that are necessary to perform services under this Agreement and shall have no right to access of any
other facilities of AURA.
ARTICLE 13.
QUALITY OF SERVICES/WARRANTY
a.
Contractor agrees to perform his services with that standard of care, skill, and diligence normally
provided by a professional organization in the performance of similar services. It is understood that
Contractor must perform the services based, in part, on information furnished by AURA and Contractor
shall be entitled to rely on such information; however, Contractor is given notice that AURA will be relying
on the expertise of the Contractor and on the accuracy, competence, and completeness of Contractor’s
services in utilizing the results of such services.
b. The work or services specified in Article 1 shall be performed solely by Contractor, or its employees.
No other person or organization shall be engaged on such work or services by Contractor, unless the
written approval of AURA is obtained in advance for each instance of subcontracted work; provided,
however, that this paragraph shall not apply to secretarial, clerical, and similar incidental services needed
by Contractor to assist in performance under this Agreement.
c.
If any portion of the services supplied fails to comply with the specifications indicated in this
Agreement, AURA’s CO shall immediately notify the Contractor in writing of non-compliance. The
Contractor shall correctly perform such portion of the services at its own expense or, at AURA's option, will
refund the amount of the compensation paid for such portion of the work, or AURA may terminate this
Agreement in accordance with the terms set forth in Article 16 a.
ARTICLE 14.
INDEPENDENT CONTRACTOR
a.
In performing the services under this Fixed Price Services Agreement, Contractor shall be deemed
an independent contractor and shall not act as nor be an agent or employee of AURA. As an independent
contractor, Contractor will be solely responsible for determining the means and methods for performing the
services described in Article 1.
b.
All of Contractor's activities shall be at its own risk and Contractor is hereby given notice of its
responsibility for arrangements to guard against physical, financial, and other risks, as appropriate. Contractor
shall observe and abide by all applicable laws and regulations, including, but not limited to, those of AURA
relative to conduct on its premises, if applicable.
ARTICLE 15.
INDEMNIFICATION AND INSURANCE
a.
Contractor shall at all times keep AURA free and clear from all claims, liens, and encumbrances
asserted by any person or other entity for any reason whatsoever arising from the furnishing of services under
this Fixed Price Services Agreement. To the fullest extent permitted by law, Contractor shall indemnify,
defend and hold harmless AURA, its directors, officers, employees, agents, representatives and affiliates
(hereinafter collectively referred to as “Indemnified Parties”) for, from and against any and all claims,
demands, actions or causes of action, costs, damages, liabilities, injuries, expenses, or losses of any
nature whatsoever to which any of the Indemnified Parties may become subject under any theory of liability
whatsoever (“Claims”) insofar as such Claims (or actions in respect hereof) arise from, are connected with
or are related to: (i) any inaccuracy in or breach of any of Contractor’s representations and warranties set
forth in this Agreement; and (ii) any intentional misconduct, negligent acts, errors, mistakes or omissions of
Contractor, its officers, employees, agents or any tier of subcontractor in performing the obligations and the
work covered by this Fixed Price Services Agreement. To the fullest extent permitted by law, AURA shall be
responsible for its own negligent acts, omissions and mistakes, and that of its employees and sub-consultants.
Although Contractor shall defend AURA, in the event of a final determination of joint negligence or other breach
of duty between Contractor and AURA, Contractor’s total indemnity liability to AURA shall be the percentage
determined to be Contractor’s share of liability. Every obligation of this indemnification paragraph shall survive
the completion of the services hereunder and the termination of this Agreement.
b.
Accordingly, AURA shall promptly notify the Contractor in writing of any claim or action brought
against AURA for which the Contractor may be responsible under 15a. On such notification, the Contractor
shall promptly take over and defend any such claim or action.
c.
AURA shall have the right and option to represent itself in defense of any such claim or action at
any time if AURA, in its sole discretion, determines that its rights are not being appropriately defended by
Contractor.
d.
Contractor shall at its own expense, during the course of this Fixed Price Services Agreement,
maintain in force at all times the following minimum limits of insurance. The insurance carrier must be
approved by AURA, and have an A.M. Best rating of A- or better.

Workers' Compensation:
Statutory limits

Comprehensive General Liability:
$1,000,000 each occurrence/$3,000,000 annual aggregate
(Including contractual liability)
e)
These coverage amounts shall in no way limit the Contractor’s obligations or liability under this
Agreement.
f)
A Certificate of Insurance or self-insurance evidencing coverage shall be delivered to AURA within
fifteen (15) days following the date that the Contractor receives a fully executed original of this Fixed Price
Services Agreement. The Certificate of Insurance shall not be cancelled, materially changed, or allowed to
expire until forty-five (45) days after prior written notification has been given to AURA.
ARTICLE 16.
SUSPENSION OF THE WORK
Performance of the Work under this Agreement may be suspended by AURA in the event of a total or
partial government shut down or if funding for the Work or this Project is delayed or suspended. Such
suspension shall be considered temporary and in no way shall be deemed to be a breach or termination of
this Agreement.
ARTICLE 17.
a.
TERMINATION
TERMINATION FOR DEFAULT/CAUSE
(i) If Contractor refuses or fails to perform any of the provisions of this Agreement with such
diligence as will ensure its completion with in the time specified in this Agreement, AURA may
notify Contractor in writing of the non-performance, and if not promptly corrected within the time
specified, AURA may terminate the Contractor’s right to proceed with this Agreement or such part
of this Agreement as to which there have been delay or a failure to properly perform. Contractor
shall continue performance of this Agreement 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 Agreement.
(ii) AURA may withhold amounts due to Contractor as AURA deems to be necessary to reimburse
itself for the excess costs incurred in curing, completing or procuring similar goods and services
and excess costs incurred in AURA’s operation because of the breach.
(iii) If after termination of Contractor’s right to proceed under this clause, it is determined for any
reason that the Contractor 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.
b)
TERMINATION FOR CONVENIENCE
AURA or Contractor may terminate this Agreement in whole or in part, for convenience. Either
Party shall give written notice of termination specifying the part of the Agreement terminated or
when termination becomes effective. Upon receipt of the notice of termination, Contractor shall
incur no further obligations, except to the extent necessary to mitigate costs of performance. The
amount due to Contractor upon termination shall be calculated as described in Federal Acquisition
Regulations (FAR) 52.249-8 (Termination for Fixed Price Supply and Service). 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 Agreement plus a reasonable cost for settlement expenses.
ARTICLE 18.
SURRENDER OF PREMISES AND EQUIPMENT
Upon termination or expiration of this Agreement, the Contractor shall vacate all parts of AURA’s premises
occupied by it and shall restore the same (together with all equipment furnished) to AURA in the same
condition as when originally made available to the Contractor, reasonable wear and tear excepted. The
Contractor and AURA’s CO shall jointly conduct a closing inventory and the Contractor shall replace or repair
all lost, damaged, or destroyed AURA-supplied equipment to make up any deficiency between opening and
closing inventories. Surrendered premises and equipment shall be left in a clean, orderly state satisfactory to
AURA’s SACO.
ARTICLE 19.
FORCE MAJEURE
Contractor 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, 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. Contractor may
request an extension for the time period of the delay from AURA. If an extension is not granted, Contractor
may, in consultation with AURA, terminate any order or remaining part thereof without liability by giving
notice of such termination. All costs, including fee, incurred by Contractor 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 20.
SMALL AND SMALL DISADVANTAGED SUBCONTRACTING
It is AURA Policy that small business concerns and small socially and economically disadvantaged
business concerns be given the maximum practicable opportunity to compete for Subcontracts in order to
assure maximum small business participation consistent with fulfilling AURA’s contractual obligations in an
efficient and economical manner.
ARTICLE 21. NON-EXCLUSIVE AGREEMENT
The services to be provided under this Agreement are not limited to this Agreement. AURA reserves the
right to perform the same or similar services or to contract with others for the same or similar services.
Nothing in this Agreement shall be construed as granting Contractor exclusive rights to perform the
services.
ARTICLE 22. ASSIGNMENT
This Agreement shall inure to the benefit of and shall be binding upon the respective successors and
assigns of the parties hereto, but may not be voluntarily assigned in whole or in part by either party without
the prior written consent of the other party. Provided, however, that AURA may assign this Agreement to the
United States of America without the permission of the Contractor. Provided, further, that unless this
Agreement is assigned to the Government, it does not bind or purport to bind the National Science
Foundation or the United States of America.
ARTICLE 23.
AUDIT AND AVAILABILITY OF RECORDS
AURA is responsible for ensuring that Contractor 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 Contractor 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 Agreement, the records and financial statements of Contractor
shall be made available upon request, at the Contractor's regular place of business, for examination by AURA
or their duly authorized representative(s).
ARTICLE 24.
ARBITRATION
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled
by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules,
and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof. All matters within the scope of the Federal Arbitration Act of the United States (9 U.S.C. §§1 et
seq.) shall be governed by it. The place of arbitration shall be Tucson, Arizona. The arbitrator shall have
the right to award or include in its award any relief which it deems proper in the circumstances, including
without limitation, money damages (with interest on unpaid amounts from date due), specific performance,
and injunctive relief provided that the arbitrators shall not have the authority to award exemplary, punitive or
special damages. The award and decision of the arbitrator shall be conclusive and binding upon all parties
hereto and judgment upon the award may be entered in any court of competent jurisdiction.
Notwithstanding anything to the contrary contained herein, each party hereto shall have the right in a
proper case to obtain temporary restraining orders and temporary or preliminary injunctive relief from a
court of competent jurisdiction, provided, however, that the parties agree to contemporaneously submit
their dispute for arbitration on the merits as provided herein.
Both parties shall share the cost of the dispute resolution process equally although personal attorneys and
witnesses or specialists are the direct responsibility of each party and their fees and expenses shall be the
responsibility of the individual parties.
ARTICLE 25.
SURVIVAL
The provisions set forth in Articles 3, 4, 15, 23, 24, 26 and 31 of this Agreement shall survive the
termination or expiration of the term of this Agreement.
ARTICLE 26.
ORDER OF PRECEDANCE
In the event of conflict among the provisions of any of the documents described in Article 1, interpretation of
this Agreement shall be governed in the following descending order of priority: 1) the Articles of this
Agreement; 2) the AURA Contract General Provisions set forth in Attachment B; 3) the Statement of
Work/Technical Specifications set forth in Attachment A; and 4) the Proposal from Vendor dated _____, set
forth in Attachment C.
ARTICLE 27.
SEVERABILITY
The invalidity in whole or in part of any provision of this Agreement 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 28.
ENTIRE AGREEMENT
This Agreement, together with any addenda and amendments relating hereto constitutes the 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 hereto to be
effective.
ARTICLE 29. AUTHORITY
The persons executing this Agreement represent and warrant that they have the full power and authority to
enter into this Agreement on behalf of the entities they are signing on behalf of.
ARTICLE 30.
INTEGRATION
This Agreement, together with any addenda and amendments relating hereto, sets forth the entire
understanding between the parties and supersedes all prior or contemporaneous agreements,
representations and understandings between the parties with respect to the subject matter of this
Agreement. This Agreement may only be amended in a writing signed by both parties hereto.
ARTICLE 31.
NOTICES
Any notices required or permitted to be given hereunder shall be given in writing and shall be deemed
given upon: (a) delivery in person; (b) three business days after being sent by certified mail, postage
prepaid, return receipt requested; (c) one business day after being sent via facsimile; (d) one business day
after being sent by email; or (e) the next business day after being sent by a commercial overnight courier
that guarantees next day delivery and provides a receipt. All such notices shall be addressed as follows:
If to AURA:
Deborah Gronet
Contracts Officer
AURA, Inc.
950 North Cherry Avenue
Tucson, AZ 85719
Telephone: 520.318.8265
Fax: 520.318.8456
Email: [email protected]
If to Contractor:
______________________
______________________
______________________
______________________
Telephone: 520._________
Fax: 520._________
Email: __________________
or to such other address as either party may from time to time specify in writing to the other party.
ARTICLE 32. APPLICABLE LAW
a.
This Agreement shall be governed, interpreted and construed in accordance with the laws of the
State of Arizona without regard to its conflict of law rules.
b.
The work performed by the Vendor must comply with applicable federal law and any other laws and/or
ordinances which may be applicable to the work to be performed.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below to
be effective on the date first set forth above.
ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC.
_________________________________________________________________________
Contracts Officer
Date
CONTRACTOR
_________________________________________________________________________
Name of Contractor
Signature of Authorized Representative
_________________________________
Date
_________________________________________________________________________
Title
ATTACHMENT A
SCOPE OF WORK AND TECHNICAL SPECIFICATIONS
12
ATTACHMENT B
AURA GENERAL PROVISIONS
13
ATTACHMENT C
CONTRACTOR’S PROPOSAL
14
SECTION V.
CLAUSES INCORPORATED BY REFERENCE IN THE FIXED PRICE SERVICES AGREEMENT
A. AURA General Provisions
ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC.
AURA GENERAL TERMS AND CONDITIONS
1. DEFINITIONS……………………………………………………………………………………………………………………..2
2. COMMUNICATION……………………………………………………………………………………... …………………….. 2
3. TECHNICAL DIRECTION……………………………… ………………………………………………………………………2
4. LABOR DISPUTES …………………………………………………………….……………….................................2
5. INTELLECTUAL PROPERTY……………………………………………………………………………………………….....2
5.1 COPYRIGHTABLE MATERIAL .................................................................................. 2
5.2 PATENT INFRINGEMENT, USE AND CONSENT .................................................... 3
5.3 PATENT RIGHTS (APRIL, 1992) ............................................................................... 3
6. COMPUTATION OF TIME……………………………………………………………….…………………………………….6
7. U. S. STATUTORY
REQUIREMENTS………………………………………………………………......................................................6
7.1 APPLICABLE FEDERAL STANDARDS AND REQUIREMENTS ............................. 6
7.2 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL…………………….6
7.3 EQUAL OPPORTUNITY ............................................................................................ 7
7.4 CLEAN AIR AND WATER.......................................................................................... 8
7.5 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT –............................ 8
7.6 DEBARMENT ............................................................................................................ 9
7.7 BYRD ANTI-LOBBYING AMENDMENT .................................................................... 9
8. FLY AMERICA ACT ………………………………………………………………………………………………….9
Terms & Conditions
1
ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC.
GENERAL PROVISIONS
1. DEFINITIONS
(a) “AURA” refers to the Association of Universities for Research in Astronomy, Inc., an Arizona Corporation.
(b) “NSF” refers to the National Science Foundation.
(c) "Work Locations" are, collectively, any and all locations at which the Work will be performed by Contractor or any of its subContractors or suppliers, including, but not limited to, design and drafting facilities, fabrication and machine shops, welding
facilities, painting and coating facilities, assembly facilities, packaging facilities, and all other locations at which the Work will
be performed.
(d) “CO” refers to the Contracts Officer.
(e) “Agreement” refers to the Agreement of which this document is made a part.
(f) “Contractor” refers to the Contractor designated in the Agreement of which this document is made a part.
2. COMMUNICATION
All communication concerning administration of this Agreement must be furnished solely to the CO at the address indicated in this
Agreement. Communication of a technical nature only may be directed to the Technical Representative designated in the
Agreement.
3. TECHNICAL DIRECTION
The Technical Representative identified by the CO is authorized to provide technical information required by the Contractor, but is
not authorized to direct Contractor to do anything that will affect the price or schedule of the Work. If the Technical Representative
gives the Contractor any direction that will result in a price or schedule change, the Contractor shall not implement the direction,
but shall instead contact the CO and request guidance on how to proceed.
4. LABOR DISPUTES
If the Contractor has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance
of this Agreement, the Contractor shall immediately give notice, including all relevant information, to AURA. This provision shall
be included in all subcontracts issued by Contractor related to the Work.
5. INTELLECTUAL PROPERTY
5.1 COPYRIGHTABLE MATERIAL
(a) The term "Subject Writing" refers to any copyrightable material which is produced by Contractor in the course of performing
the Work under this Agreement or which otherwise arises out of the Work and which is either delivered to AURA or is
distributed to any persons other than Contractor’s personnel and agents. Subject Writings include such items as reports,
books, journal articles, software, databases, sound recordings, photographs, artwork, and videotapes.
(b) Except as otherwise specified in this Agreement, the Contractor may own or permit others to own the copyright in all
Subject Writings. Contractor agrees that if it or anyone else does own copyright in a Subject Writing, then for each Subject
Writing: AURA, and any subsequent organization operating AURA, shall have nonexclusive, transferable, irrevocable, royaltyfree license to exercise throughout the world all rights provided by copyright for research purposes. These licenses, however,
will not include the right to sell copies of the copyrighted works to the public.
(c) Contractor agrees to acquire, through written agreement or an employment relationship, the ability to comply with the
requirements of the preceding paragraphs. The Contractor further agrees that any transfer of copyright or any other rights to
a Subject Writing, by it or anyone whom it has allowed to own such rights, will be made subject to the requirements of this
section.
(d) Any and all Information furnished to Contractor by or on behalf of AURA shall remain the sole property of AURA and
shall be used by Contractor only in connection with Contractor's performance of Work under this Agreement. Contractor shall
not, without the prior express written consent of AURA, disclose or reveal such Information or any portion thereof to any
person not employed by Contractor in performance under this Agreement (except designated authorized representatives of
AURA) or utilize such Information for any purpose other than such performance; provided, however, that such restriction on
disclosure shall not apply to Information which: (1) was or becomes part of the public domain otherwise than through any act
or omission on the part of Contractor; (2) was already in the possession of the Contractor at the time of its receipt of such
Information without any restrictions on disclosure; or (3) was acquired by Contractor from a third party (other than from a
representative of AURA) without any undertaking of confidentiality imposed on or by the disclosing party. Contractor shall
take all precautions reasonably desirable and necessary to safeguard the Information and comply with the provisions of the
preceding sentence. Upon the earlier of termination of this Agreement for any reason, or as requested by AURA at any time,
Contractor shall promptly deliver all Information to AURA that has been provided to Contractor by or on behalf of AURA.
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2
(e) Subject to the provisions of Section 5.2, below, Contractor may retain the entire right, title, and interest of any and all
Information first developed, acquired, or produced by Contractor related to the Work or this Agreement; provided, however,
that with respect to any Information in, which Contractor retains title: (1) AURA, or any organization that succeeds it as the
Managing Organization, shall have a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on
their behalf, for all purposes throughout the world, and (2) each of the Parties shall have a non-exclusive, non-transferable,
irrevocable, paid-up license to use or have used on their behalf such Information throughout the world for research purposes.
AURA, any organization that succeeds it as the Managing Organization, may translate, duplicate, reproduce, distribute and
disclose in any manner and for any purpose all of such Information.
(f) Proprietary information acquired, developed or produced by Contractor prior to the date of this Agreement that was not
acquired, developed or produced by Contractor for any purposes related to this project, shall not be deemed to be
"Information" under this Agreement. To the extent that Contractor incorporates any Proprietary Information into the Work,
Contractor hereby grants AURA a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on their
behalf, for all purposes, such Proprietary Information throughout the world. Information shall only be considered ”Proprietary
Information" if it is clearly marked as such by Contractor. Unless otherwise specified in this Agreement, AURA, any
organization that succeeds it as the Managing Organization, may translate, duplicate, reproduce, distribute and disclose in
any manner and for any purpose all of such Proprietary Information.
5.2 PATENT INFRINGEMENT, USE AND CONSENT
(a) Contractor shall report to the CO, promptly and in reasonable written detail, each notice or claim of patent or copyright
infringement based on the performance of this Agreement of which the Contractor has knowledge. In the event of any claim
or suit against AURA on account of any alleged patent or copyright infringement arising out of the performance of the Work
or out of the use of any supplies furnished or Work performed hereunder, Contractor shall furnish to AURA, when requested
by the CO, all evidence and information in possession of the Contractor pertaining to such suit or claim.
(b) The Government of the United States has given its authorization and consent for all use and manufacture of any invention
described in and covered by a patent of the United States in the performance of this Agreement or any part hereof or any
amendment hereto or any sub-contract hereunder (including any lower-tier subcontract).
(c) Contractor shall pay all royalties and license fees related to this Agreement.
5.3 PATENT RIGHTS (APRIL, 1992)
(a) Definitions.
1. INVENTION means any invention or discovery, which is or may be patentable or otherwise protectable under Title 35
of the USC, to any novel variety of plant, which is or may be protected under the Plant Variety Protection Act (7 USC §§2321
et seq.).
2. SUBJECT INVENTION means any invention of the Contractor conceived or first actually reduced to practice in the
performance of Work under this sub-award.
3. PRACTICAL APPLICATION means to manufacture in the case of a composition or product, to practice in the case of
a process or method, or to operate in the case of a machine or system; and, in each case, under such conditions as to
establish that the invention is being utilized and that its benefits are to the extent permitted by law or Government regulations
available to the public on reasonable terms.
4. MADE when used in relation to any invention means the conception or first actual reduction to practice of such
invention.
5. NON-PROFIT ORGANIZATION means a domestic university or other institution of higher education or an organization
of the type described in Section 501(c)(3) of the Internal Revenue Code of 1954 (26 USC §501(c)) and exempt from taxation
under Section 501(a) of the Internal Revenue Code (26 USC §501(a)) or any domestic non-profit scientific or educational
organization qualified under a State non-profit organization statute.
6. NSF means the National Science Foundation, an agency of the federal government of the United States of America.
(b) Allocation of Principal Rights. The Contractor may retain the entire right, title, and interest throughout the world to each
subject invention subject to the provisions of this Patent Rights clause and 35 USC §203. With respect to any subject
invention in which the Contractor retains title, the Federal Government shall have a non-exclusive, nontransferable,
irrevocable, paid-up license to practice or have practiced for or on behalf of the U.S. the subject invention throughout the
world. With respect to any subject invention in which the Contractor retains title, AURA shall have a non-exclusive,
nontransferable, irrevocable, paid-up license to practice or have practiced on their behalf the subject invention throughout the
world for research purposes.
(c) Invention Disclosure, Election of Title and Filing of Patent Applications by Contractor.
1. The Contractor will disclose each subject invention to NSF within two months after the inventor discloses it in writing
to Contractor personnel responsible for the administration of patent matters. The disclosure to NSF shall be in the form of a
written report and shall identify the agreement under which the invention was made, and the inventor(s). It shall be sufficiently
complete in technical detail to convey a clear understanding of the nature, purpose, operation, and, to the extent known, the
physical, chemical, biological or electrical characteristics of the invention. The disclosure shall also identify any publication,
on sale or public use of the invention and whether a manuscript describing the invention has been submitted for publication
and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to NSF, the
Terms & Conditions
3
Contractor will promptly notify NSF of the acceptance of any manuscript describing the invention for publication or of any on
sale or public use planned by the Contractor.
2. The Contractor will elect in writing whether or not to retain title to any such invention by notifying NSF within two
years of disclosure to NSF. However, in any case where publication, on sale, or public use has initiated the one-year statutory
period wherein valid patent protection can still be obtained in the U. S., the period for election of title may be shortened by
NSF to a date that is no more than 60 days prior to the end of the statutory period.
3. The Contractor will file its initial patent application on an invention to which it elects to retain title within one year after
election of title or, if earlier, prior to the end of any statutory period wherein valid patent protection can be obtained in the U.
S. after a publication, on sale, or public use. The Contractor will file patent applications in additional countries or international
patent offices within either ten months of the corresponding initial patent application, or six months from the date when
permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications when such filing has
been prohibited by a Secrecy Order.
4. Requests for extension of the time for disclosure to NSF, election, and filing under subparagraphs 1, 2, and 3, may,
at the discretion of NSF, be granted.
(d) Conditions When the Government May Obtain Title. The Contractor will convey to NSF, upon written request, title to
any subject invention:
1. if the Contractor fails to disclose or elect the subject invention within the times specified in paragraph c. above, or
elects not to retain title; provided that NSF may only request title within 60 days after learning of the failure of the Contractor
to disclose or elect within the specified times;
2. in those countries in which the Contractor fails to file patent applications within the times specified in paragraph (c) 1
above, but prior to its receipt of the written request of NSF, the Contractor shall continue to retain title in that country; or
3. in any country in which the Contractor decides not to continue the prosecution of any application for, to pay the
maintenance fees on, or defend in a reexamination or opposition proceeding on, a patent on a subject invention.
(e) Minimum Rights to Contractor.
1. The Contractor will retain a non-exclusive royalty-free license throughout the world in each subject invention to
which the Government obtains title, except if the Contractor fails to disclose the subject invention within the times specified in
paragraph c. above. The Contractor's license extends to its domestic subsidiaries and affiliates, if any, within the corporate
structure of which the Contractor is a party and includes the right to grant sublicenses of the same scope to the extent the
Contractor was legally obligated to do so at the time the Contractor Agreement was awarded. The license is transferable only
with the approval of NSF except when transferred to the successor of that part of the Contractor's business to which the
invention pertains.
2. The Contractor's domestic license may be revoked or modified by NSF to the extent necessary to achieve
expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in
accordance with applicable provisions at 37 CFR §404. This license will not be revoked in that field of use or the geographical
areas in which the Contractor has achieved practical application and continues to make the benefits of the invention
reasonably accessible to the public. The license in any foreign country may be revoked or modified at discretion of NSF to
the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in
that foreign country.
3. Before revocation or modification of the license, NSF will furnish the Contractor a written notice of its intention to
revoke or modify the license, and the Contractor will be allowed thirty days (or such other time as may be authorized by NSF
for good cause shown by the Contractor) after the notice to show cause why the license should not be revoked or modified.
The Contractor has the right to appeal, in accordance with applicable regulations in 37 CFR §404 concerning the licensing of
Government-owned inventions, any decision concerning the revocation or modification of its license.
(f) Contractor Action to Protect Government's Interest.
1. The Contractor agrees to execute or to have executed and promptly deliver to NSF all instruments necessary to: (i)
establish or confirm the rights the Government has throughout the world in those subject inventions for which the Contractor
retains title; and (ii) convey title to NSF when requested under paragraph d. above, and to enable the Government to obtain
patent protection throughout the world in that subject invention.
2. The Contractor agrees to require, by written agreement, its employees, other than clerical and non-technical
employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and
in a format suggested by the Contractor each subject invention made under this Contractor Agreement in order that the
Contractor can comply with the disclosure provisions of paragraph c. above, and to execute all papers necessary to file patent
applications on subject inventions and to establish the Government's rights in the subject inventions. The disclosure format
should require, as a minimum, the information requested by paragraph c. 1. above. The Contractor shall instruct such
employees through the employee agreements or other suitable educational programs on the importance of reporting
inventions in sufficient time to permit the filing of patent applications prior to U. S. or foreign statutory bars.
3. The Contractor will notify NSF of any decision not to continue prosecution of a patent application, pay maintenance
fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the
expiration of the response period required by the relevant patent office.
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4
4. The Contractor agrees to include, within the specification of any U. S. patent application and any patent issuing thereon
covering a subject invention, the following statement: "This invention was made with Government support under (identify the
Contractor agreement) awarded by the National Science Foundation. The Government has certain rights in this invention. "
5. The Contractor or its representative will complete, execute and forward to NSF a confirmation of a License to the U.
S. Government and the page of a United States patent application that contains the Federal support clause within two months
of filing any domestic or foreign patent application.
(g) Subcontracts. The Contractor will include this Patent Rights clause, suitably modified to identify the parties, in all
subcontracts, regardless of tier, for experimental, developmental or research work. The subcontractor will retain all rights
provided for the Contractor in this Patent Rights clause, and the Contractor will not, as part of the consideration for awarding
the subcontract, obtain rights in the subcontractor's subject inventions.
(h) Reporting on Utilization of Subject Inventions. The Contractor agrees to submit on request periodic reports no more
frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being
made by the Contractor or its licensees or assignees. Such reports shall include information regarding the status of
development, date of first commercial sale or use, gross royalties received by the Contractor and such other data and
information as NSF may reasonably specify. The Contractor also agrees to provide additional reports in connection with any
march-in proceeding undertaken by NSF in accordance with paragraph j. of this Patent Rights clause. As required by 35
USC §202(c)(5), NSF agrees it will not disclose such information to persons outside the Government without the permission
of the Contractor.
(i) Preference for United States Industry. Notwithstanding any other provision of this Patent Rights clause, the Contractor
agrees that neither it nor any assignee will grant to any person the exclusive right to use or sell any subject invention in the
U. S. unless such person agrees that any products embodying the subject invention or produced through the use of the
subject invention will be manufactured substantially in the U. S. However, in individual cases, the requirement for such an
agreement may be waived by NSF upon a showing by the Contractor or its assignee that reasonable but unsuccessful
efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture
substantially in the U. S. or that under the circumstances domestic manufacture is not commercially feasible.
(j) March-in Rights. The Contractor agrees that with respect to any subject invention in which it has acquired title, NSF has
the right in accordance with procedures at 37 CFR §401.6 and NSF regulations at 45 CFR §650.13 to require the
Contractor, an assignee or exclusive licensee of a subject invention to grant a non-exclusive, partially exclusive, or
exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasonable under the
circumstances and if the Contractor, assignee, or exclusive licensee refuses such a request, NSF has the right to grant such
a license itself if NSF determines that:
1. such action is necessary because the Contractor or assignee has not taken or is not expected to take within a
reasonable time, effective steps to achieve practical application of the subject invention in such field of use;
2. such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Contractor,
assignee, or their licensees;
3. such action is necessary to meet requirements for public use specified by Federal regulations and such
requirements are not reasonably satisfied by the Contractor, assignee, or licensee; or
4. such action is necessary because the agreement required by paragraph i. of this Patent Rights clause has not been
obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the U. S. is in breach
of such agreement.
(k) Special Provisions for Contracts with Non-profit Organizations. If the Contractor is a non-profit organization, it agrees
that:
1. rights to a subject invention in the U. S. may not be assigned without the approval of NSF, except where such
assignment is made to an organization which has as one of its primary functions the management of inventions, provided
that such assignee will be subject to the same provisions as the Contractor;
2. the Contractor will share royalties collected on a subject invention with the inventor, including Federal employee coinventors (when NSF deems it appropriate) when the subject invention is assigned in accordance with 35 USC §202(e) and
37 CFR §401. 10;
3.the balance of any royalties or income earned by the Contractor with respect to subject inventions, after payment of
expenses (including payments to inventors) incidental to the administration of subject inventions, will be utilized for the
support of scientific or engineering research or education; and
4. it will make efforts that are reasonable under the circumstances to attract licensees of subject inventions that are
small business firms and that it will give preference to a small business firm if the Contractor determines that the small
business firm has a plan or proposal for marketing the invention which, if executed, is equally likely to bring the invention to
practical application as any plans or proposals from applicants that are not small business firms; provided that the Contractor
is also satisfied that the small business firm has the capability and resources to carry out its plan or proposal. The decision
whether to give a preference in any specific case will be at the discretion of the Contractor. However, the Contractor agrees
that the Secretary of Commerce may review the Contractor’s licensing program and decisions regarding small business
applicants, and the Contractor will negotiate changes to its licensing policies, procedures or practices with the Secretary when
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the Secretary's review discloses that the Contractor could take reasonable steps to implement more effectively the
requirements of this paragraph k. 4.
(l) Communications. All communications required by this Patent Rights clause should be sent to:
Patent Assistant
Office of the General Counsel
National Science Foundation
4201 Wilson Boulevard
Arlington, VA 22230
6. COMPUTATION OF TIME
Except as expressly provided otherwise in this Contractor Agreement, references to “days” or “weeks” or “months” shall mean
calendar days, weeks or months, respectively, and time periods specified in this Contractor Agreement shall be measured in
calendar days, weeks and months. Whenever the date for the exercise of any right, privilege, remedy or the discharge of any
duty under this Contractor Agreement falls upon a Saturday, Sunday or any public or legal holiday, the party having the right,
privilege, remedy or duty shall have the time extended until 5:00 p.m., MST on the next succeeding day that is not a Saturday,
Sunday or holiday.
7. U. S. STATUTORY REQUIREMENTS
7.1 APPLICABLE FEDERAL STANDARDS AND REQUIREMENTS
(a) By signing this Agreement, Contractor certifies that it will comply with all applicable clauses from the National Science
Foundation Cooperative Agreement Financial & Administrative Terms and Conditions dated December 26, 2014; these
articles may be found at http://www.nsf.gov/pubs/policydocs/cafatc/cafatc_1214.pdf. Contractor shall comply with the
applicable provisions of the “OMB Uniform Guidance: Administrative Requirements, Cost Principles & Audit Requirements
for Federal Awards,” which can be found in 2 CFR 200 et seq, is incorporated by amendment into the NSF prime award and
subsequently incorporated by amendment into this Agreement.
(b) Contractor shall ensure that the following articles of the National Science Foundation Cooperative Agreement Financial &
Administrative Terms and Conditions (FATC’s) dated December 26, 2014, if applicable, are appropriately addressed and flow
down to all subcontractors: Articles 5, 7, 9, 10, 11, 12, 17, 18, 25, 26, 27, 28, 29, 30, 31, 34, 35, 36, 37, 38, 39, 40, 41, 42, 46, 47,
48, 49, 50 and 51. If the Contractor issues subcontracts exceeding $2,000 for construction, alteration or repair that are
within the scope of the Acts found in 2 CFR § 215 Appendix A “Contract Provisions,” the appropriate clauses applicable to
construction activities also will be included in applicable subcontracts.” Contractor shall ensure that the appropriate
provisions of the Uniform Guidance are appropriately addressed and are flowed down to all subcontractors.
7.2 EXAMINATION OF RECORDS BY COMPTROLLER GENERAL
(a) This Section 7.2 is applicable if the amount of this Contractor Agreement exceeds $100,000. Contractor agrees that the
CO, the Director of the NSF, and the Comptroller General of the United States, or any of their duly authorized representatives,
shall, until the expiration of three (3) years after final payment under this Contractor Agreement, have access to and the right
to examine any directly pertinent books, documents, papers, and other records of the Contractor involving transactions related
to this Contractor Agreement. Contractor further agrees to include in all its subcontracts hereunder a provision to the effect
that the subcontractor agrees that the CO, the Director of the NSF, and the Comptroller General of the United States, or any
of their duly authorized representatives, shall, until the expiration of three (3) years after final payment under the subcontract,
have access to and the right to examine any directly pertinent books, documents, papers, and records of such subcontractor
involving transactions related to the subcontract. The term "subcontract" as used here excludes: (1) purchase orders and
subcontracts not exceeding $100,000; and (2) subcontracts or purchase orders for public utility services at rates established
for uniform applicability to the general public. Such periods of access and examination, for records which relate to: (i) litigation
or settlement of claims arising from the performance of this Contractor Agreement; or (ii) costs and expenses of this Contractor
Agreement as to which exception has been taken by the Comptroller General of the United States, or any duly authorized
representative from the General Accounting Office of the United States, shall continue until such appeals, litigation, claims,
or exceptions have been disposed of. Contractor shall reimburse AURA for any and all amounts paid to Contractor which are
used to perform the Work which are subsequently determined to be a “disallowed” cost in accordance with OMB Circular A21or the new Omni-Circular, as applicable.
(b) Financial records, supporting documents, statistical records, and other records pertinent to this Contractor Agreement
shall be retained by the Contractor for a period of three (3) years after final payment under this Contractor Agreement, or for
such longer periods, if any, as is required by applicable statutes or by other provisions of this Contractor Agreement. Records
that relate to audits, appeals, litigation, or settlement of claims arising out of the performance of the Work under this Contractor
Agreement shall be retained until such audits, appeals, litigation, or claims have been disposed of. Records relating to
intellectual property shall be retained by the Contractor for three (3) years after final payment under this Contractor Agreement.
Unless court action or audit proceedings have been initiated, Contractor may substitute microfilm copies of original records.
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6
(c) The CO, the Director of the NSF, and the Comptroller General of the United States, or any of their duly authorized
representatives, shall have access to any pertinent books, documents, papers, and records of Contractor, to make audits,
examinations, excerpts and transcripts of all direct and indirect costs of whatever nature claimed and reimbursed under this
Contractor Agreement. Such records shall be made available, upon request and during normal business hours, at
Contractor’s regular place of business. Contractor shall reimburse AURA for any and all amounts paid to Contractor which
are used to perform the Work which are subsequently determined to be a “disallowed” cost in accordance with OMB Circular
A-21or the new Omni-Circular, as applicable.
Further, any negotiated subcontract in excess of $100,000 made by Contractor shall include a provision to the effect that the
CO, the Contractor, the Director of the NSF, and the Comptroller General of the United States, or any of their duly authorized
representatives, shall have access to pertinent records for similar purposes.
(d) In the event that this clause is or may not be enforceable as a result of Contractor or any of its subcontractors being
foreign entities not located within the United States, Contractor shall cooperate to affect the intent of this Contractor Agreement
by permitting an auditing agency of the Government of any foreign nation having jurisdiction over Contractor or such
subcontractor to exercise all rights provided the Director of the NSF and the Comptroller General of the United States under
this Section 7.2.
7.3 EQUAL OPPORTUNITY
During the performance of this Contractor Agreement, Contractor agrees as follows:
(a) Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex
or national origin.
(b) Contractor shall take affirmative action to ensure that applicants are employed, and the employees are treated during
employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to, (1)
employment, (2) upgrading, (3) demotion, (4) transfer, (5) recruitment or recruitment advertising, (6) layoff or termination (7)
rates of pay or other forms of compensation, and (8) selection for training, including apprenticeship.
(c) Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be
provided by AURA that explain this clause.
(d) Contractor shall, in all solicitations or advertisement for employees placed by, or on behalf of Contractor, state that all
qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
(e) Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining
agreement or other Contractor agreement or understanding, the notices to be provided by AURA advising the labor union or
workers' representative of Contractor's commitments under this clause, and the union shall post copies of the notice in
conspicuous places available to employees and applicants for employment.
(f) Contractor shall comply with Executive Order 11246, as amended, by E.O. 11375, “Amending Executive Order 11246
Relating to Equal Employment Opportunity”, and as supplemented by regulation at 41 CFR part 60, “Office of Federal Contract
Compliance Program, Equal Employment Opportunity, Department of Labor”.
(g) Contractor shall furnish to the National Science Foundation all information required by Executive Order 11246, as
amended, and by the rules, regulations, and orders or the Secretary of Labor. Standard Form 100 (EEO-1), or any successor
form, is the prescribed form to be filed within 30 days following the date of the Contractor Agreement, unless filed within 12
months preceding the date of the Contractor Agreement.
(h) Contractor shall permit access to its books, records and accounts by the NSF or the Office of Federal Contract
Compliance Programs (OFCCP) for the purposes of investigation to ascertain Contractor's compliance with the applicable
rules, regulations, and orders.
(i) If the OFCCP determines that Contractor is not in compliance with this clause or any rule, regulation, or order of the
Secretary of Labor, the Contractor Agreement may be canceled, terminated, or suspended in whole or in part and the
Contractor may be declared ineligible for further Government contracts under the procedures authorized in Executive Order
11246, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in
Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided
by law.
(j) Contractor shall include the terms and conditions of this Section 7.3 in every subcontract or purchase order that is not
exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so
that these terms and conditions will be binding upon each subcontractor or Contractor.
(k) Contractor shall take such action with respect to any subcontract or purchase order as the NSF may direct as a means
of enforcing these terms and conditions, including sanctions for noncompliance; provided, that if Contractor becomes involved
in, or is threatened with, litigation with a subcontractor or Contractor as a result of any direction, Contractor may request the
United States to enter into the litigation process to protect the interests of the United States.
(l) Notwithstanding any other clause in this Contractor Agreement, disputes related to this Section 7.3 will be governed by
the procedures in 41 CFR 60-1.1.
7.4 CLEAN AIR AND WATER
(a) This clause is applicable only to Work conducted within the United States. Contractor agrees as follows: (1) To comply
with all the requirements of Section 114 of the Clean Air Act, as amended (41 USC 7414, Et. Seq.) and Section 308 of the
Terms & Conditions
7
Clean Water Act (33 USC 1318, as amended by P.L. 92-500), relating to inspection, monitoring, entry, reports and information,
as well as other requirements specified in Section 114 and Section 308 of the Air Act and the Water Act, respectively, and all
regulations and guidelines issued there under before the award of this Contractor Agreement; (2) That no portion of the Work
required by this Contractor Agreement will be performed in a facility listed on the Environmental Protection Agency list of
violating facilities on the date when this Contractor Agreement was awarded, unless and until the EPA eliminates the name
of such facility or facilities from such listing; (3) To use its best efforts to comply with Clean Air Standards and Clean Water
Standards at the facilities in which the Contractor Agreement is being performed; and (4) To insert the substance of the
provisions of this clause into any non-exempt subcontract, including this clause 13.3(a)(4).
(b) The terms used in this Section 7.4 have the following meanings: (1) The term "Air Act" means the Clean Air Act, (42 USC
7401 Et. Seq.); (2) The term "Water Act" means Clean Water Act, (33 USC 1251 Et. Seq.); and (3) The term "Clean Air
Standards" means any enforceable rules, regulations, guidelines, standards, limitations, orders, controls, prohibitions, or other
requirements which are contained in, issued under, or otherwise adopted pursuant to the Air Act or Executive Order 11738,
an applicable implementation plan as described in Section 110(d) of the Air Act (42 USC 7410(d)), an approved
implementation procedure or plan under Section 111(c) or Section 111(d), respectively, of the Air Act (42 USC 7411(c) or (d)),
or an approved implementation procedure under Section 111 (d) of the Air Act (42 USC 7412(d)); (4) The term "Clean Water
Standards" means any enforceable limitation, control, condition, prohibition, standard, or other requirement which is
promulgated pursuant to the Water Act or contained in a permit issued to a discharger by the Environmental Protection Agency
or by a State under an approved program, as authorized by Section 402 of the Water Act (33 USC 1842), or by a local
government to ensure compliance with pretreatment regulations as required by Section 307 of the Water Act (33 USC 1317);
(5) The term "compliance" means compliance with Clean Air Standards or Clean Water Standards. Compliance shall also
mean compliance with a schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental
Protection Agency, or an air or water pollution control agency in accordance with the requirements of the Air Act or Water Act
and related regulations; (6) The term "facility" means any building, plant, installation, structure, mine, vessel or other floating
craft, location, or site of operations, owned, leased, or supervised by the Contractor or a subcontractor utilized in the
performance of the Contractor Agreement or any subcontract. When a location or site of operations includes more than one
building, plant, installation, or structure, the entire location shall be deemed to be a facility except when the Administrator, or
a designee, of the Environmental Protection Agency, determines that independent facilities are co-located in one geographical
area.
7.5 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT – OVERTIME COMPENSATION (Mar 1986)
If this Agreement involves (a) payment(s) to Contractor in excess of $2,000.00, Contractor and its subcontractors shall comply
and cause its subcontractor to comply with sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40
USC 327-333) as supplemented by the Department of labor Regulations (29 CFR part 5). This Contractor Agreement and
any subcontract made by Contractor to the extent that it is of a character specified in the Contract Work Hours and Safety
Standards Act (40 U.S.C. 327-333) (the Act), is subject to the following terms and all other applicable provisions and
exceptions of the Act and the regulations of the Secretary of Labor.
(a) Neither Contractor, nor any subcontractor contracting for any part of the Work which may require or involve the
employment of laborers or mechanics (see Federal Acquisition Regulation (FAR) 22.300), shall require or permit any such
laborers or mechanics in any workweek in which the individual is employed on such work to work in excess of 40 hours in
such workweek unless such laborer or mechanic receives compensation at a rate not less than 1 1/2 times the basic rate of
pay for all hours worked in excess of 40 hours in such workweek.
(b) In the event of any violation of the provisions set forth in paragraph 7.5 (a), Contractor and any subcontractor responsible
therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractors shall be liable to AURA for
liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic
employed in violation of the provisions set forth in paragraph 7.5 (a) in the sum of $10 for each calendar day on which such
individual was required or permitted to work in excess of the standard workweek of 40 hours without payment of the overtime
wages required by provisions set forth in paragraph 7.5 (a).
(c) AURA may, upon its own action or upon written request of an authorized representative of the Department of Labor,
withhold or cause to be withheld, from any moneys payable on account of work performed by Contractor or subcontractors
under the Contractor Agreement or any other Federal Contractor agreement with the Contractor, or any other Federally
assisted Contractor Agreement subject to the Contract Work Hours and Safety Standards Act which is held by AURA, such
sums as may be determined to be necessary to satisfy any liabilities of Contractor or any subcontractor for unpaid wages and
liquidated damages as provided in the provisions set forth in paragraph 7.5 (b).
(d) Contractor or its subcontractors shall maintain payrolls and basic payroll records during the course of the Work and shall
preserve them for a period of three (3) years from the completion of the Contractor Agreement for all laborers and mechanics
working on the Contractor Agreement. Such records shall contain the name and address of each such employee, social
security number, correct classifications, hourly rates of wages paid, daily and weekly number of house worked, deductions
made, and actual wages paid. Nothing in this paragraph shall require the duplication of records required to be maintained for
construction work by Department of Labor regulations at 29 CFR 5.5(a)(3) implementing the Davis-Bacon Act. The records
to be maintained under this paragraph 9.4(d) shall be made available by Contractor or subcontractor for inspection, copying
Terms & Conditions
8
or transcription of authorized representatives of AURA and the Department of Labor. Contractor or its sub-subcontractors
shall permit such representatives to interview employees during working hours on the job.
(e) Contractor and its subcontractors shall insert in any subcontracts the provisions set forth in paragraphs 7.5 (a) through
7.5 (d) and also a clause requiring the subcontractor to include these provisions in any lower tier subcontract. Contractor
shall be responsible for compliance by any subcontractor or lower tier subcontractor with the provisions set forth in paragraphs
7.5 (a) through 7.5 (d).
7.6 DEBARMENT
No part of the Work shall be subcontracted to parties listed on the General Services Administration's List of Parties Excluded
from Federal Procurement or Nonprocurement Programs in accordance with E.O.s 12549 and 12689, "Debarment and
Suspension." By signing this Contractor Agreement or performing the Work the Contractor certifies that neither it nor any of
its principle employees is on this debarred list. Contractor shall require a similar certification from all firms awarded
subcontracts over $25,000.
7.7 BYRD ANTI-LOBBYING AMENDMENT
By signing this Contractor Agreement, Contractor certifies that it will not and has not used Federal appropriated funds to pay
any person or organization for influencing or attempting to influence an officer or employee of AURA, any agency, a member
of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining this
contract or any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier of subcontractors shall certify
that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a Member of Congress, Officer or employee of Congress or an employee or
member of Congress in connection with obtaining any federal contract, grant or other award covered by 31 U.S. C. 1352.
Such disclosures are forwarded from tier to tier up to AURA.
7.8 RIGHTS TO INVENTIONS MADE BY NON-PROFIT ORGANIZATIONS AND SMALL BUSINESS FIRMS.
To the extent that this Agreement requires the performance of experimental, developmental or research work, Contractor
agrees that the Federal government and AURA shall have rights in any resulting invention in accordance with 37 CFR part
401, "Rights to Inventions Made by Non-profit Organizations and small business firms under government Grants, Contracts
and Cooperative Agreements," and any implementing regulations issued by the Federal agency from which AURA received
financial assistance to carry out the work contemplated by this Agreement.
8. FLY AMERICA ACT
The following shall be applicable to Contractor and its subcontractors.
1. In accordance with the Fly America Act (49 USC 40118), any air transportation to, from, between, or within a country
other than the U.S. of persons or property, the expense of which will be assisted by NSF funding, must be performed by or
under a code-sharing arrangement with a U.S.-flag air carrier if service provided by such a carrier is available (see
Comptroller General Decision B-240956, dated September 25, 1991). Tickets (or documentation for electronic tickets) must
identify the U.S. flag air carrier’s designator code and flight number.
2. For the purposes of this requirement, U.S.-flag air carrier service is considered available even though:
(a) comparable or a different kind of service can be provided at less cost by a foreign-flag air carrier;
(b) foreign-flag air carrier service is preferred by, or is more convenient for, NSF or traveler; or
(c) service by a foreign-flag air carrier can be paid for in excess foreign currency.
3. The following rules apply unless their application would result in the first or last leg of travel from or to the U.S. being
performed by a foreign-flag air carrier:
(a) a U.S.-flag air carrier shall be used to destination or, in the absence of direct or through service, to the farthest
interchange point on a usually traveled route.
(b) if a U.S.-flag air carrier does not serve an origin or interchange point, a foreign-flag air carrier shall be used only to the
nearest interchange point on a usually traveled route to connect with a U.S. flag air carrier.
d. Use of Foreign-Flag Air Carriers
There are certain circumstances under which use of a foreign-flag air carrier is permissible.
These circumstances are outlined below:
1. Airline "Open Skies" Agreements:
A foreign flag air carrier may be used if the transportation is provided under an air transportation agreement between the
United States and a foreign government, which the Department of Transportation has determined meets the requirements of
the Fly America Act. For information on "open skies" agreements in which the United States has entered, please refer to the
General Services Administration’s (GSA) website at http://www.gsa.gov/portal/content/103191.
Note on U.S./European Union Open Skies Agreement
In 2007, the U.S. entered into an “Open Skies” Agreement with the European Union (“EU”). This agreement was modified in
June 2010. The current Agreement gives European Community airlines (airlines of Member States) the right to transport
passengers and cargo on flights funded by the U.S. government, when the transportation is between: (1) any two points
outside the United States; or (2) a point in the United States and any point outside the United States that the EU airline is
Terms & Conditions
9
authorized to serve under the “Open Skies” Agreement. As of 2011, two significant changes have been made to the
U.S./EU Open Skies Agreement. First, EU airlines are now granted the right to transport civilian agency-funded passengers
who are NOT eligible to travel on GSA Airline City Pair Contract fares (e.g., grantees) between a point in the United States
and a point outside the United States even if there is a GSA Airline City Pair Contract fare in effect between the origin and
destination points. An individual, however, who is traveling on a route for which there is a City Pair Contract fare in effect,
and who is eligible for such a fare (e.g., Federal employee), will be required to fly on a U.S. carrier, absent another
applicable exception. Second, under the amended Agreement, EU airlines are now authorized to transport
passengers between points in the United States and points outside the EU if the EU airline is authorized to serve the route
under the Agreement. This includes flights that originate, arrive, or stop in the EU. Prior to this change, EU airlines were
limited to flying passengers between points in the U.S. and points in the EU.
2. Involuntary Rerouting: Travel on a foreign-flag carrier is permitted if a U.S.-flag air carrier involuntarily reroutes the
traveler via a foreign-flag air carrier, notwithstanding the availability of alternative U.S.-flag air carrier service.
3. Travel To and From the U.S. on non-European Community Airlines
Use of a non-European Community foreign-flag air carrier is permissible if the airport abroad is:
(a) the traveler's origin or destination airport, and use of U.S.-flag air carrier service would extend the time in a travel status
by at least 24 hours more than travel by a foreign-flag air carrier; or
(b) an interchange point, and use of U.S.-flag air carrier service would increase the number of aircraft changes the traveler
must make outside of the U.S. by two or more, would require the traveler to wait four hours or more to make connections at
that point, or would extend the time in a travel status by at least six hours more than travel by a foreign-flag air carrier.
4. Travel Between Points Outside the U.S. on non-European Community Airlines
Use of a non- European Community foreign-flag air carrier is permissible if:
(a) travel by a foreign-flag air carrier would eliminate two or more aircraft changes en route;
(b) travel by a U.S.-flag air carrier would require a connecting time of four hours or more at an overseas interchange point;
or
(c) the travel is not part of the trip to or from the U.S., and use of a U.S.-flag air carrier would extend the time in a travel
status by at least six hours more than travel by a foreign-flag air carrier.
5. Short Distance Travel. For all short distance travel, regardless of origin and destination, use of a foreign-flag air carrier is
permissible if the elapsed travel time on a scheduled flight from origin to destination airport by a foreign-flag air carrier is
three hours or less and service by a U.S.-flag air carrier would double the travel time.
Terms & Conditions
10
SECTION VI.
CONTRACTOR’S BID DOCUMENTS
A. CONTRACTOR'S BID FOR FIXED PRICE SERVICES AGREEMENT AWARD
TO:
DATE:_______________________
Contracts Office
National Optical Astronomy Observatory
950 N. Cherry Avenue
P. O. Box 26732
Tucson, AZ 85726-6732
1. By submitting this Bid, the Undersigned accepts all of the terms and conditions of the Bidding
Documents as defined in 1.2 of the Instructions to Bidders.
2. In compliance with AURA's Request for Bid No. N516930 and Instructions to Bidders, the Undersigned hereby
proposes to furnish all labor, materials, equipment and supplies to provide janitorial services for AURA/NOAO
corporate headquarters in accordance with the Scope of Work/Technical Specifications and pertinent Fixed Price
Services Agreement Documents.
3. The Undersigned hereby proposes to accomplish the work described above for the total of (This amount
includes all applicable federal, state and city taxes):
BID ITEM A:
BASIC CONTRACT SERVICES
Contractor proposes to perform the custodial services described in Section III titled, “Scope of Work and Technical
Specifications,” of this RFB which includes offices, conference rooms, hallways/lobbies, lounges, library, shops,
laboratories, restrooms, shower rooms and exterior areas for the sum of (for a period of one year):
2015 PARTIAL YEAR THROUGH SEPTEMBER 30, 2015:
_________________________________________________ DOLLARS ($_________) per month.
includes all applicable federal, state and city taxes.
This amount
Please provide a proposal for each of the following two years, the continuation of services to be subject to
National Science Foundation (NSF) renewal of the NOAO Cooperative Agreement with AURA, continued NSF
funding and satisfactory performance by contractor.
YEAR TWO:
__________________________________________________ dollars ($_________) per month. This amount includes
all applicable federal, state and city taxes.
YEAR THREE:
________________________________________________ dollars ($_________) per month. This amount includes all
applicable federal, state and city taxes.
BID ITEM B: SPECIAL ADDITIONAL SERVICES
Contractor proposes to perform the extra services requested by AURA on an occasional special request basis for the
following sums:
SPECIAL SERVICES:
Vacuum all vents and registers
Firm fixed price for entire facility: $___________________________
Clean all windows not covered
Firm fixed price for the entire facility: $___________________
Under the basic contract (inside and out)
Strip and wax tile floors
Price per square foot: $_____________________________
Carpet Cleaning
Price per square foot: $_______________________________
____________________________________________________
(Legal Name of individual, firm or Corporation Bidding)
____________________________________________________
____________________________________________________
(Complete Business Address)
_____________________________________________________
(Signature)
___________________________________________________
(Title)
B. Qualification Package (including “Definitions,” “Instructions” and parts “A through O” below)
ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC.
CONTRACTOR QUALIFICATIONS
This form is used to obtain information from Contractors about their qualifications. The information that is used to
evaluate Contractors is taken from this form as well as from other sources, including but not limited to the proposal
submitted by Contractor, performance evaluations, any additional data requested by the Association of Universities
for Research in Astronomy, Inc., outside research and interviews with the most highly qualified Contractors and
their references.
GENERAL INSTRUCTIONS
This form presents the qualifications for a specific contract. Carefully comply with instructions when preparing and
submitting this form. Be as concise as possible and provide all information pertaining to this project and contract.
DEFINITIONS
Association of Universities for Research in Astronomy, Inc. (AURA): AURA is a consortium of universities,
and educational and other non-profit institutions that operates world-class astronomical observatories that AURA
terms "centers." AURA’s members are 34 U.S. institutions and 6 international affiliates. AURA views itself as acting
on behalf of the science communities that are served by its centers, and as a trustee and advocate for the centers'
missions.
Discipline: Primary technical capabilities of key personnel, as evidenced by academic degree, professional
registration, certification, and/or extensive experience.
Contractor: A company providing goods and/or services required for a program or project.
Key Personnel: Individuals who will have major contract responsibilities demonstrated through unusual or unique
expertise, e.g. architects, engineers).
National Optical Astronomy Observatory (NOAO): The National Optical Astronomy Observatory (hereinafter
“NOAO”) is divided up geographically into “NOAO North” which refers to NOAO operations in the United States, and
“NOAO South” which refers to NOAO operations in Tololo, Chile. NOAO North includes the Kitt Peak National
Observatory (hereinafter KPNO) located near Tucson, Arizona, which is used for research in ground-based optical
astronomy. The NOAO South division includes the Cerro Tololo Inter-American Observatory located in Tololo, Chile,
South America (hereinafter “CTIO”). NOAO North and NOAO South are collectively referred to as NOAO, and are
operated by AURA under a cooperative agreement with the National Science Foundation. The term, "NOAO," includes
its authorized representatives.
Vendor: A vendor is broadly defined to include a dealer, distributor, merchant, professional firm, consulting firm, or
other business that: (i) offers and sells goods and/or services (including professional services) to businesses; (ii)
offers and sells similar goods and/or services to many purchasers; and (iii) offers and sells goods and/or services
which are otherwise ancillary to the operation of a federal program.
SPECIFIC INSTRUCTIONS
Contract-Specific Qualifications
Section A.
Contract Information.
1.
Title and Location. Enter the title and location of the contract for which this form is being
submitted, exactly as shown in the public announcement or AURA/NOAO request document.
2.
Public Notice Date (complete this only if you obtained bid information from a public source). Enter
the posted date of the notice on the Web site provided by Shirley’s Plan Service, or other form of public
announcement for this contract, if any.
3. RFB Number. Enter the RFB solicitation number and/or project number, if applicable, exactly as shown
in the public announcement for this contract or in the RFB solicitation.
Section B.
Contractor Point of Contact.
4 - 8. Name, Title, Name of Contractor, Telephone Number, Fax (Facsimile) Number and E-mail
(Electronic Mail) Address. Provide information for a representative of the contractor that AURA may contact for
additional information.
Section C.
Contractor Information.
9 - 11. First, list the company then, if applicable, list any subcontractors. Check one, if prime contractor or
subcontractor. Provide Company name, address, and role in this contract. Then provide the firm’s name, full mailing
address, and a brief description of the role of each firm’s performance activities in this contract. The named
subcontractors and outside associates or consultants must be used. Any changes warrant approval by the
AURA/NOAO contracting officer. If needed, attach an additional sheet in the same format as Section C.
Section D (1). Business References Chart
12. Complete the Business References Chart in full, as directed in the instructions below.
Section E. Example Projects Which Best Illustrate Proposed Staff's Qualifications for This
Contract.
Select projects where multiple staff members worked together, if possible, that demonstrates the contractor’s
capability to perform work similar to that required for this contract. Complete the following blocks for each project:
13.
Title and Location. Title and location of project or contract. For an indefinite delivery contract, the
location is the geographic scope of the contract.
14.
Year Completed. Enter the year the project was completed. If any of the projects is not complete,
leave “Year Completed” blank and indicate the status in “Brief Description of Project and Relevance to This
Contract” (block 16).
15a. Project Owner. Insert name of project owner, such as a government agency or installation, an
institution, a corporation or private individual.
15b. Point of Contact Name. Provide the name of a person associated with the project owner or the
organization who is very familiar with the project and the contractor’s performance.
15c.
Point of Contact Telephone Number.
16.
Brief Description of Project and Relevance to this Contract. Indicate scope, size, cost, principal
elements and special features of the project. Discuss the relevance of the example project to this contract. Enter
any other information requested for each example project.
17
Company listed in Section C Involved with the Project. Indicate which company was involved in the
example project, and what their role was in this project. Please list in the same order as Section C.
Section F.
Mini-Audit Questionnaire
Contractor must complete, sign and provide to AURA, the Mini-Audit Questionnaire which appears as Part C of
Contractor’s Bid Documents. Contractor must also provide to AURA a copy of Contractor’s most recent financial
statement for the most recent fiscal year that ended.
Section G.
Representations and Certifications
The Contractor is requested to check the appropriate boxes making the Representations and Certifications of
the project a formal part of its pre-qualification. Failure to provide this information will prevent your company from being
pre-qualified.
18.
Buy American Act. The Contractor is required to certify each end product is a domestic source end
product as defined in the General Provisions of the Buy American Act, with the exception of end products listed in this
section that have unknown origins and have been considered to have been mined, produced, or manufactured outside
the United States.
19.
Small Business and Small Disadvantaged Business Contracting Program. AURA/NOAO
maintains a Small Business and Small Disadvantaged Business Contracting Program. Check Business Size as Small
or Large as defined. Check as many that apply under the Business Classification. Check one under Business Status,
for IRS reporting requirements.
20.
Identification Numbers. Enter appropriate D-U-N-S Number and Federal Employee Identification
Number and (Central Contractor Registration Number) (or Social Security Number, if appropriate).
Section H.
Debarment/Suspension Status
The Contractor is required to read and certify the understanding of the debarment procedure and process.
21- 22 Signature and Date: Signature and Date of an authorized representative attests that the information
provided is current and factual.
23 - 24. Name, Title, and Address.
Section I.
Byrd Anti-Lobbying Amendment Certification
The Contractor is required to read and certify that it has not used federal appropriated funds to pay anyone
for influencing an agency or a member or employee of Congress in connection with the award of any federal
contracts, grants, loans or agreements.
25-27 Signature, Date and Title: Signature and title of an authorized representative who certifies to the
truthfulness of the statements set forth therein.
Section J.
Qualification of Corporate Signature
Signature of the qualified person authorized, empowered, and directed on behalf of the Contractor to make
and execute bids, offers, and contracts is required.
28 - 29. Signature and Date: Signature and Date of Contractor’s officer to attest that the officer signing the
Bid Documents is authorized to make and execute bids, offers, and contracts binding upon this corporation for the
offer and sale of goods and/or services by this corporation in the course of its business in an amount specified in
the Contractor’s Bid Document.
30 - 31. Name, Title, and Address.
Section K.
Qualification of Limited Liability Company Signature
Signature of the qualified person authorized, empowered, and directed on behalf of the Contractor to make
and execute bids, offers, and contracts is required.
32 - 33. Signature and Date: Signature and Date: Signature and Date of Contractor’s member/
manager/officer to attest that the individual signing the Bid Documents is authorized to make and execute bids,
offers, and contracts binding upon this limited liability company for the offer and sale of goods and/or services by
this limited liability company in the course of its business in an amount specified in the Contractor’s Bid Document.
34 - 35. Name, Title, and Address.
Section L.
Certification that no Conflict of Interest Exists.
The Contractor is required to read and certify that no organizational conflict of interest exists as defined in
the certification form.
36-38 Signature of authorized representative, date and printed name of authorized representative and title
of authorized representative.
Section M.
Additional Information
Use this section to provide additional information specifically requested or to address selection criteria not
covered by the information provided.
Section N.
Declarations
39. Signature and Date: Signature and Date of Contractor’s officer to attest that the information contained
in the Bid Documents is true and correct and to confirm that the Contractor understands its statements in the Bid
Documents are subject to investigation and that dishonest answers may be grounds for disqualification and may
subject the Contractor and its representative to criminal and civil liability.
CONTRACTOR QUALIFICATIONS
A. CONTRACT INFORMATION
1.
TITLE AND LOCATION (City and State):
2.
PUBLIC NOTICE DATE:
3.
SOLICITATION OR PROJECT NUMBER:
B. CONTRACTOR POINT OF CONTACT
4.
NAME AND TITLE:
5.
NAME OF COMPANY:
6.
TELEPHONE NUMBER:
7.
FAX NUMBER:
8.
E-MAIL ADDRESS:
C. CONTRACTOR INFORMATION
(Complete this section for the prime contractor and all key subcontractors if applicable.)
9a.
PRIME CONTRACTOR (CHECK HERE):
9a.
COMPANY NAME:
10a.
ADDRESS:
11a.
ROLE IN THIS CONTRACT:
***********************************************************************************************************************************
9b.
SUB-CONTRACTOR (CHECK HERE):
9b.
COMPANY NAME:
10b.
ADDRESS:
11b.
ROLE IN THIS CONTRACT:
***********************************************************************************************************************************
9c.
SUBCONTRACTOR (CHECK HERE):
9c.
COMPANY NAME:
10c.
ADDRESS:
11c.
ROLE IN THIS CONTRACT:
***********************************************************************************************************************************
9d.
SUB-CONTRACTOR (CHECK HERE):
9d.
COMPANY NAME:
10d.
ADDRESS:
11d.
ROLE IN THIS CONTRACT:
***********************************************************************************************************************************
9e.
SUB-CONTRACTOR (CHECK HERE):
9e.
COMPANY NAME:
10e.
ADDRESS:
11e.
ROLE IN THIS CONTRACT:
***********************************************************************************************************************************
9f.
SUB-CONTRACTOR (CHECK HERE):
9f.
COMPANY NAME:
10f.
ADDRESS:
11f.
ROLE IN THIS CONTRACT:
***********************************************************************************************************************************
D. BUSINESS REFERENCES:
12. List five customers for whom your business is currently providing the same or similar services as those covered
in the scope of work/technical specifications described in Section III of this RFB. Include all information requested
below.
NAME OF BUSINESS
NAME OF
CONTACT AND EMAIL ADDRESS
ADDRESS
PHONE
You may include any other information or documentation that may assist AURA in evaluating your
qualifications.
FAX
E.
EXAMPLE PROJECTS WHICH BEST ILLUSTRATE PROPOSED CONTRACTOR’S
QUALIFICATIONS FOR THIS CONTRACT (If applicable)
(Present as many projects as requested by AURA, or 5 projects, if not specified.)
13.
TITLE AND LOCATION (City and State):
14.
YEAR CONSTRUCTION COMPLETED:
15a.
PROJECT OWNER'S INFORMATION - PROJECT OWNER:
15b.
PROJECT OWNER'S INFORMATION - POINT OF CONTACT NAME:
15c.
PROJECT OWNER'S INFORMATION - POINT OF CONTACT TELEPHONE NUMBER:
______
16.
BRIEF DESCRIPTION OF PROJECT AND RELEVANCE TO THIS CONTRACT (Include scope, size, and
cost):
17.
COMPANIES FROM SECTION INVOLVED WITH THIS PROJECT (if applicable):
(1) COMPANY NAME
F.
(2) LOCATION (City and State)
(3) ROLE
COMPLETION OF MINI-AUDIT QUESTIONNAIRE
Contractor must complete and sign Part C of the Contractor’s Bid Documents which is the Mini-Audit Questionnaire
which appears at the end of these qualification documents.
G.
REPRESENTATIONS AND CERTIFICATIONS
The contractor by checking the appropriate boxes makes the following Representations and Certifications as a part
of its bid (proposal). Submitted in response to the request identified above:
18.
Buy American Act.
The Contractor hereby certifies that each end product, except the end products listed below, is a domestic source
end product (as defined in the General Provisions clause entitle “Buy American Act”) and that components of
unknown origin have been considered to have been mined, produced, or manufactured outside the United States:
Excluded End Product
Country of Origin
(If additional space is required, contractor should attach separate sheet(s) to this form.)
19.
Small Business/Small Disadvantaged Business Contracting Program
AURA/NOAO maintains a “Small Business” and a “Small Disadvantaged Business” Contracting Program. Please
check the appropriate circles below.
Business Size (check one)
Small
A domestic concern that is independently owned and operated, is not dominant in the field
of its operations, qualifies under the criteria covering annual receipts set forth in Section 3
of the Small Business Act and does not employ more than 500 employees.
Large
A domestic concern which, including domestic and foreign divisions and affiliates, normally
employs 500 or more persons, is independently or publicly owned or controlled and
operated, and which may be division of another domestic or foreign concern.
Business Classification (check as many as are applicable)
Minority
51% of business is owned by one or more socially and economically-disadvantaged
individuals and whose management and daily business operations are controlled by one or
more of such individuals.
Socially and economically disadvantaged individuals including, Black Americans, Hispanic
Americans, Native Americans, Asian-Pacific Americans, Asian-Indian Americans, and
other minorities, or any other individual found to be disadvantages pursuant to Section 8(a)
of the Small Business Act.
Native Americans include American Indians, Eskimos, Aleuts, and Native Hawaiians.
Asian-Pacific Americans include United States citizens whose origins are Guam, the U.S.
Trust Territories of the Pacific, Northern Marianas, Laos, Cambodia, and Taiwan.
For assistance in determining your business size and socially and economically
disadvantaged status, contact the nearest office of the Small Business Administration.
Women-Owned
A business that is at least 51% owned, controlled and operated by a woman or women.
Note: “Controlled” is defined as exercising the power to make policy decisions. “Operated”
is defined as actively involved in the day-to-day management.
Non-Profit
A business or organization that has received non-profit status under IRS Regulation
501(c)(3).
Public
An agency of the Federal or State Government Sector or a municipality.
Sheltered
A sheltered workshop or other equivalent business basically employing the handicapped.
Handicapped
A business that is owned, controlled, and operated by a handicapped person(s).
Foreign
A concern which is not incorporated in the United Stated or an unincorporated concern
having its principal place of business outside the United States.
Business Status (check one) – For IRS Reporting Requirements
20.
Corporation
A business entity that is registered with a state in the United States as a corporation,
including non-profit corporations but excluding professional corporations.
Other
An individual , or other business entity, that is not a registered corporation. This includes
limited liability companies, partnerships, limited partnerships, limited liability partnerships,
independent contractors, and the like.
Indicate your:
D-U-N-S No. __ __ __ __ __ __ __ __ __ __
and
Federal Emp. ID No. __ __ - __ __ __ __ __ __ __
and
Central Contractor Registration (CCR) (Yes or No) __ __ __ __ __
or (if applicable)
Social Security No. __ __ __ - __ __ - __ __ __ __
WARNING: Failure to provide this information will prevent Contractor from being qualified and being
considered for the work covered by this RFB.
H.
DEBARMENT/SUSPENSION STATUS
Contractor certifies to the best of its knowledge and belief that it and its principals:
(a) are not presently debarred, suspended proposed for debarment, declared ineligible, or voluntarily
excluded from a covered transaction by any Federal department or agency;
(b) have not within a three year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to
obtain, or performing a public (Federal, state or local) transaction or contract under a public transaction; violation of
Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction
of records, making false statements, or receiving stolen property;
(c) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal,
State or local) with commission of any of the offenses enumerated in paragraph b of this certification; and
(d) have not within a three year period preceding this proposal for bid had one or more public transactions
(Federal, state or local ) terminated for cause or default.
The Contractor agrees to provide immediate notice to the AURA/NOAO/NSO Contracting Officer in the
event of being suspended, debarred, or declared ineligible by any department or Federal Agency, or upon receipt of
a notice of proposed debarment that is received after the submission of the bid or offer, but prior to the award of the
purchase order or contract.
CERTIFICATION
The Contractor hereby certifies that he or she has read the above Debarment/Suspension Status requirements and
that he or she understands and will comply with these requirements.
Please advise this facility as soon as possible when the status of your company changes from that indicated above.
21.
SIGNATURE OF AUTHORIZED REPRESENTATIVE:
22.
DATE SIGNED:
23.
NAME AND TITLE OF SIGNER (PRINT OR TYPE):
24.
ADDRESS:
I.
BYRD ANTI-LOBBYING AMENDMENT CERTIFICATION (31 U.S.C. §1352) (To be signed with each bid
or offer exceeding $100,000.00)
Contractor certifies, to the best of its knowledge and belief that:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or
employee of congress, or an employee of a Member of congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant,
loan or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing
or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or
cooperative agreement, the undersigned shall complete and submit Standard Form LLL, “Disclosure of Lobbying
Activities,” in accordance with its instructions to the [as amended by “Government wide Guidance for New
Restrictions on Lobbying, “61 Fed. Reg. 1413 (1/19/96). Note Language in paragraph (2) herein has been modified
in accordance with Section 10 of the lobbying disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S. C. 1601
et seq.)].
(3) Contractor shall require that the language of this certification be included in the award documents for all
subawards at all tiers including subcontracts, subgrants, and contracts under grants, loans, and cooperative
agreements and that all subrecpients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by 31 U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file
the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for
each such expenditure or failure.
CERTIFICATION
Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if
any. In addition, contractor understands and agrees that the provisions of 31 U.S.C. A 3801 et seq., apply to this
certification and disclosure, if any.
25.
SIGNATURE OF AUTHORIZED REPRESENTATIVE:
26.
DATE SIGNED:
27.
NAME AND TITLE OF SIGNER (PRINT OR TYPE):
J.
QUALIFICATION OF CORPORATE SIGNATURE
(To be completed if Contractor is a corporation.)
, incorporated in the
(Name of Corporation)
State of
.
RESOLVED THAT:
,
(Name)
(Title)
of this corporation is hereby authorized, empowered, and directed, for and on behalf of this corporation and its
corporate name, to make and execute bids, offers, and contracts binding upon this corporation for the offer and sale
of goods and/or services by this corporation in the course of its business in an amount up to:
DOLLARS ($
)
CERTIFICATION
I hereby certify that I am a/the duly elected and qualified
, of the above
named corporation, that the forgoing is a true and correct statement of a resolution adopted at a meeting of the
Board of Directors of said corporation, and that the foregoing resolution is in full force and effect, and has not been
withdrawn, repealed, amended, or canceled.
IN WITNESS WHEREOF I have hereto set my hand on behalf of said corporation.
28.
SIGNATURE OF OFFICER:
29.
DATE SIGNED:
30.
NAME AND TITLE OF SIGNER (PRINT OR TYPE):
31.
ADDRESS:
K.
QUALIFICATION OF LIMITED LIABILITY COMPANY SIGNATURE
(To be completed if Contractor is a limited liability company.)
, organized in the
(Name of Limited Liability Company)
State of
.
RESOLVED THAT:
,
(Name)
(Title)
of this limited liability company is hereby authorized, empowered, and directed, for and on behalf of this limited
liability company and its limited liability name, to make and execute bids, offers, and contracts binding upon this
limited liability company for the offer and sale of goods and/or services by this limited liability company in the course
of its business in an amount up to:
DOLLARS ($
)
CERTIFICATION
I hereby certify that I am (i) a member or (ii) a/the duly elected and qualified/appointed
, of the above named limited liability company, that the forgoing is a true and correct statement of a
resolution adopted at a meeting of the members/managers of said limited liability company, and that the foregoing
resolution is in full force and effect, and has not been withdrawn, repealed, amended, or canceled.
IN WITNESS WHEREOF, I have hereto set my hand on behalf of said limited liability company.
32.
SIGNATURE OF MEMBER/MANAGER/OFFICER:
33.
DATE SIGNED:
34.
NAME AND TITLE OF SIGNER (PRINT OR TYPE):
35.
ADDRESS:
L.
CONFLICTS OF INTEREST CERTIFICATION
(a) Contractor warrants that to the best of its knowledge and belief, and except as otherwise disclosed, it does not
have any organizational conflict of interest which is defined as a situation in which the nature of work under a
proposed contract and the prospective contractor’s organizational, financial, contractual or other interest are such
that:
(i) award of the contract may result in or be the result of an unfair competitive advantage;
(ii) the Contractor’s objectivity in performing the contract work may be impaired; or
(iii) that the Contractor has disclosed all relevant information and requested AURA to make a determination
with respect to this Contract.
(b) Contractor agrees that if, after award, it discovers an organizational conflict of interest with respect to this
Contract, it shall make an immediate and full disclosure in writing to the AURA Contracts Officer which shall include
a description of the action which the Contractor has taken or intends to take to eliminate or neutralize the conflict.
The AURA Contracts Officer may, however, terminate the contract for the convenience of AURA, if it would be in
the best interests of AURA to do so.
(c ) In the event the Contractor was aware of an organizational conflict of interest before the award of this contract
and intentionally did not disclose the conflict to the AURA Contracts Officer, the Contracts Officer may terminate the
Contract for default.
(d) Contractor shall require a conflict of interest disclosure or representation from subcontractors and consultants
who may be in a position to influence the advice or assistance rendered to AURA and shall include any necessary
provisions to eliminate or neutralize conflicts of interest in such consultant agreements or subcontracts involving
performance or work under this Contract.
I declare under penalty of perjury that all statements and information contained in this document and any
accompanying documents are true and correct, with full knowledge that all statements made in this document and
any accompanying documents are subject to investigation and that any false or dishonest answer to any question
may be grounds for disqualification from this solicitation or termination of any award and expose me and the
represented organization to both civil and criminal liability.
36.
_____________________________________________________
37.
____________________________________________________
Signature of Authorized Officer/Member/Representative
Printed Name and Title
38.
Date: ________________________________________________
N.
ADDITIONAL INFORMATION
PROVIDE ANY ADDITIONAL INFORMATION AS REQUESTED. ATTACH ADDITIONAL SHEETS AS NEEDED.
[The remainder of this page is intentionally left blank.]
O.
DECLARATION
39. I declare under penalty of perjury that all statements and information contained in this document and any
accompanying documents are true and correct, with full knowledge that all statements made in this document any
accompanying documents are subject to investigation and that any false or dishonest answer to any question may
be grounds for disqualification from this solicitation and expose me and the represented organization to both civil
and criminal liability.
________________________________________________ ______________
SIGNATURE OF AUTHORIZED REPRESENTATIVE
Date
_______________________________________________________________
Print Name
C. Mini-Audit Questionnaire
The Association of Universities for Research in Astronomy, Inc. (AURA)
Mini-Audit Questionnaire for Commercial, For-Profit Entities
(No ARRA provisions)
Name of Organization: ________________________________________________________________________
________________________________________________________________________ (“your organization”)
Date Questionnaire Completed: ________________________________________________________________
Purpose and Instructions: The purpose of this questionnaire is to help AURA evaluate your firm and its ability to
comply with the main federal requirements associated with the receipt of federal funds. The following questions
should be answered in writing by your firm’s Independent Auditor (CPA) or the Chief Financial Officer of your
organization. Please provide a written response to all questions and return this completed questionnaire to AURA
with the Contractor’s Bid Documents.
A. General Information
1. Does your organization have its financial statements reviewed by an independent public accounting firm? Yes
_____ No _____
If so, please enclose a copy of your most recent audited financial statements with your response.
If not, please provide a set of financial statements (balance sheet and income statement) as of the end of the
organization’s most recent fiscal year prepared by an outside accountant or the organization’s internal accountant.
2. Are the duties in your organization separated so that no one individual has complete authority over an entire
financial transaction? Yes ____ No_____
Please describe how duties are separated.
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
3. Does your organization have controls in place to prevent expenditure of funds in excess of approved, budgeted
amounts for individual contracts? Yes ______ No ______
4. Other than financial statements, has any aspect of your organization’s activities been audited within the last two
years by a governmental agency or by an independent public accountant?
Yes_____ No ______
If the answer is “yes,” please explain.
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
5. Does your organization keep supporting documentation for allowable and unallowable expenditures?
Yes _____ No ______
6. Does your organization reconcile all bank accounts monthly?
Yes _____ No ______
7. What system does your organization use to ensure that employee time is billed to the correct contract?
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
B. Procurement
1. Does your organization have written procedures to ensure that procurements are obtained by competition or by
best value?
Yes ____ No _____
2. Does your organization have a system in place for authorization and approval of capital equipment and travel
expenditures?
Yes ______ No _____
C. Property Management
1. Does your organization keep detailed records of individual capital assets and is this balanced with the general
ledger accounts?
Yes _____ No ______
2. Does your organization have written procedures for the authorization and accounting for disposal of property and
equipment?
Yes _____ No ______
3. Does your organization have detailed property records that are periodically checked by physical inventory?
Yes _____ No _______
D. Indirect Costs
1. Does your organization have an indirect cost allocation plan or a negotiated indirect cost rate? Please explain.
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
E. Compliance
1. Does your organization engage in any lobbying or partisan political activity which is charged, directly or indirectly,
to a federally funded project?
Yes _____ No ______
If you answered “yes,” please explain.
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
2. Does your organization have a formal system for complying with the Davis-Bacon Act? (Answer this question,
only if you are bidding on a contract for construction services).
Yes _____ No ______
3. Does your organization have a formal policy of nondiscrimination and a formal system for complying with federal
civil rights requirements?
Yes _____ No ____
4. What was the total dollar value of federally funded contracts awarded to your organization during your last fiscal
year?
F. Project Completion, Disputes, Claims, Litigation and Bankruptcy.
Please answer the following questions. If your company answers “yes” to any question, please attach a detailed
explanation on your company’s letterhead.
1. Has your organization failed to complete any project or work under any contract in the last three (3) years?
Yes ______ No ____.
2. Within the last year, has anyone threatened to make or file any claim, action, lawsuit, arbitration proceeding
against your organization?
Yes _____ No _____
3. Are there any judgments, claims, arbitration proceedings or suits pending or outstanding against your
organization or against its officers or directors?
Yes _____ No _____.
4. Has your organization filed any lawsuits or requested arbitration with regard to a contract in the last five years?
Yes _____ No ______
5. Are there any actual or potential issues or problems which your organization currently faces or may face in the
future which would prevent your organization from fulfilling its obligations under the terms of a contract (if one were
entered into) with AURA?
Yes _____ No ______
6. Has your organization ever filed for bankruptcy within the last ten years?
7. Have any of the officers of your organization ever been an officer of a corporation or limited liability company that
filed for bankruptcy protection within the last ten years?
If you answered “yes” to any of the foregoing questions, please provide a written explanation below or on a
separate sheet of paper attached to this Questionnaire.
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
____________________________________________________________________________________________
Please insert the name of your organization below and have the individual who prepared answers to the
foregoing questions sign this questionnaire. Return this completed questionnaire to the Association of
Universities for Research in Astronomy, Inc.
Name of Organization: _____________________________________________________________________
Signature of Chief Financial Officer: __________________________________________________________
Printed name of Chief Financial Officer: _______________________________________________________
OR
Name of CPA Firm/Accounting Firm:
__________________________________________________________________________________________
Signature of CPA/Accountant answering the questionnaire:
___________________________________________________________________________________________
Printed name of CPA/Accountant answering the questionnaire: _____________________________________
____________________________________________________________________________________________