ATTACHMENTF
INSTRUCTIONS FOR USE OF
GENERAL SERVICES MASTER AGREEMENT
THIS FORM MASTER AGREEMENT MAY BE USED TO CONTRACT FOR ALL GENERAL SERVICES, EXCLUDING PROFESSIONAL AND CONSULTING SERVICES, I.E. ENGINEERING, ARCHITECTURAL, ANALYTICAL SERVICES, ETC.
IF THE COMPANY IS SEEKING PROFESSIONAL AND/OR CONSULTING SERVICES, THE “CONSULTING SERVICES AGREEMENT” SHOULD BE USED.
ALL INFORMATION HIGHLIGHTED IN YELLOW AND BRACKETED MUST BE FILLED OUT PRIOR TO FINALIZING THE CONTRACT.
GSMA (October 2013)
1
SERVICE ORDER NO. ______
CONTRACT NO. ______
GENERAL SERVICES MASTER AGREEMENT
THIS GENERAL SERVICES MASTER AGREEMENT (the "Master Agreement" or “Agreement”) is made on ______, 20___, by and between[Choose: HAWAIIAN ELECTRIC COMPANY, INC. or HAWAII ELECTRIC LIGHT COMPANY, INC. or MAUI ELECTRIC COMPANY, LIMITED] (hereinafter "Company"), a Hawaii corporation, and ______(hereinafter "Contractor"), a ______corporation, whose principal place of business is ______, ______, and whose mailing address is ______, doing business in Hawaii. Company and Contractor may be referred to individually as a “Party” and collectively as the “Parties” to this Agreement.
W I T N E S S E T H :
WHEREAS, Company is in the business of generation, transmission, and distribution of electrical power in Hawaii; and
WHEREAS, Company requires certain services to be accomplished in order to maintain reliable electrical power for its customers; and
WHEREAS, Contractor represents that it is equipped and has the expertise and qualifications (including required licenses, if any) necessary to perform the particular Work (as defined herein) required under this Master Agreement; and
NOW, THEREFORE, in consideration of these premises and of the mutual promises herein contained, Company and Contractor hereby agree that Contractor will perform the Work for Company under the following terms and conditions:
I.APPLICATION OF THE MASTER AGREEMENT
1.1Purpose of Master Agreement - The purpose of this Master Agreement is to set forth the terms and conditions applicable to the Workto be provided by Contractor pursuant to Work Authorizations issued hereunder. However, Company shall have no obligation to issue any Work Authorization under this Master Agreement
1.2Term of Master Agreement - This Master Agreement shall terminate on ______, 20___; provided, however, that said Master Agreement shall continue to be effective as to any outstanding Work under a Work Authorization issued prior to that date unless otherwise terminated pursuant to the terms of such Work Authorization or this Master Agreement.
II.SPECIFIC CONTRACTS; WORK AUTHORIZATION PROCESS
2.1Request for Quote - During the term of this Master Agreement, the Company may from time to time issue a Request for Quote in the form of Appendix A, Section I for certain Work to be performed by Contractor under the terms and conditions contained herein.
2.2Contractor's Proposal - If Contractor desires to do the requested Work, Contractor will fill out Section II of Appendix A, and propose a price or price structure for the Work. Such a price quote shall constitute an affirmative representation by Contractor that it is equipped and has the expertise and qualifications (including required licenses, if any) necessary to perform the Work requested in the Request for Quote.
2.3Work Authorization - If Company desires to have the Work done by Contractor, Company will issue a Work Authorization by executing Section III of Appendix A and delivering it to Contractor.
2.4Specific Contract - Each executed Work Authorization shall constitute a specific contract, which shall be governed by the particular Work Authorization terms and this Master Agreement. In addition, Company's request for Work under a Verbal Work Authorization and the start of Work thereunder by Contractor shall also constitute a specific contract and all Work thereby performed shall be governed by the terms and conditions of this Master Agreement.
2.5Authority to Issue - The following are the only Company individuals authorized to sign Section III of Appendix A and thereby issue Work Authorizations hereunder and may do so only up to the stated limits for each Work Authorization:
Manager - (Up to $100,000)
Officer - (Up to $250,000)
Two Officers -(Greater than $250,000)
2.6Verbal Work Authorizations - In emergency or other similar time-critical situations, Work may be authorized by Company under a verbal Work Authorization by an individual listed in Section 2.5 above; provided that a written Work Authorization (Appendix A) is completed for such Work within 24 hours of the start of such Work; and, provided further, that Contractor invoices Company no more than the amount it would charge its best customer for the same Work.
2.7Company-Generated Purchase Orders – For Work to be performed for $10,000 or less only, the Work may be authorized by delivery of a Company-generated Purchase Order issued with express reference to this Master Agreement, provided that the scope and pricing for the Work is included in the Purchase Order or an Appendix thereto. The Purchase Order shall be signed by Contractor to signify acceptance (however, Contractor hereby agrees that its performance or beginning of performance of any Work with respect to a Purchase Order issued hereunder shall constitute acceptance of the Purchase Order and the applicability and governance of these Master Agreement to the Work even if the Purchase Order was not signed by Contractor). Each Purchase Order issued under this section shall constitute a separate contract which shall be governed by the terms of this Master Agreement. For purposes of applying this Master Agreement to Work performed in accordance with this paragraph, the term "Work Authorization" as used herein shall be construed as including such Purchase Orders.
III.SCOPE OF WORK
3.1Work Description - Contractor agrees to furnish all labor, tools, materials, equipment, transportation, and supervision necessary to complete the work and tasks described in Section I of each executed Work Authorization ("Work").
3.2Schedule of Work - The Work in each Work Authorization shall start and be completed as provided therein.
3.3Change of Scope – No change in the scope of Work shall be effective unless documented in a written Amendment to the applicable Work Authorization duly executed by both Parties. A sample of the form that may be used for such an amendment is attached hereto as Appendix B.
IV.COMPENSATION
4.1Price - Compensation for Work performed and expenses incurred under each Work Authorization shall be as set forth in such Work Authorization. Unless otherwise agreed, Company shall only pay travel expenses consistent with its Standard Business Travel and Expense Terms.
4.2Invoicing - For each Work Authorization, Contractor shall submit its invoice for all Work rendered as set forth therein or on a monthly basis (the "billing period"). Failure to submit invoices on a timely basis shall be grounds to deny payment of such invoices. Such invoice shall be in a form approved by Company and shall at a minimum show: (a) the total hours of Work for the applicable billing period by each Contractor employee; (b) the hourly rate for each Contractor employee; (c) a description of the Work performed; and (d) an itemized list of all allowable expenditures made during the month. Upon request by Company, Contractor shall provide supporting documentation, including but not limited to invoices and receipts, as evidence of such expenditures. The invoice shall reference the Company's Designated Representative, the Company's purchase or service order number, if any, the Contract Number, the Work Authorization Number and any additional information required as part of the Scope of Work hereunder. All invoices should be addressed as follows:
[USE FOR HAWAIIAN ELECTRIC COMPANY, INC. ONLY]
Hawaiian Electric Company, Inc.
P. O. Box 2750
Honolulu, Hawaii 96840-0001
Attention: Accounts Payable
Service Order No. ______
Contract No. ______
[USE FOR HAWAI‘I ELECTRIC LIGHT COMPANY, INC. ONLY]
Hawaii Electric Light Company, Inc.
P.O. Box 2750
Honolulu, Hawaii 96840-0001
Attention: Accounts Payable
Service Order No. ______
Contract No. ______
[USE FOR MAUI ELECTRIC COMPANY, LIMITEDONLY]
Maui Electric Company, Limited
P.O. Box 2750
Honolulu, Hawaii 96840-0001 Attention: Accounts Payable
Service Order No. ______
Contract No. ______
NOTE:Do not include the name of the Company's Designated Representative in the address. The ORIGINAL invoice, without Appendices, must be sent directly to the Accounts Payable address listed above. ALL REQUIRED SUPPORTING DOCUMENTATION must be sent SEPARATELY to the Company’s Designated Representative. Failure to follow this procedure may cause a delay in payment.
4.3Payments - Payment to Contractor shall be made as follows:
4.3.1 - Electronic Payments – For Contractors participating in Company’s electronic payment program, Company’s will pay properly submitted invoices within fifteen (15) days after receipt and approval.
4.3.2 - Manual Payments – For Contractors not participating in Company’s electronic payment program, Company will pay properly submitted invoices within thirty (30) days after receipt and approval.
Regardless of the payment method, Company may withhold from each such payment a retention of ten percent (10%) of the amount invoiced (“Retained Amounts”) until such time as the Final Payment is made. Company may require partial lien releases, in the form attached as Appendix C, as a condition of payment of Contractor’s invoices.
4.4Final Payment - Final payment of all remaining amounts due Contractor, including any and all Retained Amounts, shall be paid within sixty (60) days after all Work is completed, Acceptance of the Work by Company, and a proper final invoice and request for final payment and release of claims forms submitted; provided, however, that payment shall be made within thirty (30) days if Company is satisfied by bond or otherwise that there are no outstanding claims against the Work.
4.5Withholding of Payments; Set-off - All payments, including the final payment, are subject to adjustment during or after termination of the Work on the basis of any final accounting which may be made by Company. Company may withhold from any payment, including the final payment: (1) any amount incorrectly invoiced; (2) any amount in dispute either because Company has found the invoice excessive, or the Work performed unacceptable; or (3) an amount sufficient to completely protect Company from any loss, damage or expense arising out of assertions by other Parties of any claim or lien against Company because of Contractor's performance of this Agreement. Company further reserves the right to set-off any amounts due from Contractor to Company against any amounts payable at any time by Company in connection with this Master Agreement or any Work Authorization issued hereunder.
4.6Acceptance – For purposes of this Agreement, “Acceptance” shall be considered to occur upon completion of all of the Work to the reasonable satisfaction of the Company, including any and all punch list items or previously unaccepted Work, the submittal of documentation and as-built drawings, and any other requirements as required by the Work Authorization, and when the Work covered by the Work Authorizationshall have been approved in writing by the Company for final payment. Final payment shall not itself be deemed to constitute Acceptance.
Acceptance of the Work and final payment by Company shall not waive any rights and remedies which Company has or may have under the “Warranty” and other applicable provisions of this Contract or under the law or in equity.
V.STATUS OF THE PARTIES
5.1Independent Contractor - Contractor shall act solely as an independent contractor of Company, and not as Company's agent or servant for any purpose, maintaining complete control over and responsibility for its own employees and operations and those of its subcontractors.
5.2Subcontracts and Assignment – The Contractor shall not sell, assign, transfer, or subcontract any of the Contractor’s duties, obligations, or interests under this Master Agreement or any Work Authorization issued hereunder, either by power of attorney or otherwise, without the prior written consent of Company, and any such sale, assignment, transfer or subcontracting, without such consent of the Company, shall be voidable at the option of the Company. Contractor shall ensure that the general terms and conditions of this Master Agreement, any Work Authorization issued hereunder, and any amendments thereto regarding the Work to be performed are incorporated into and attached to any subcontract or assignment. Contractor shall indemnify and hold Company harmless from any loss caused by a failure of Contractor to comply with the provisions of this Section 5.2. Notwithstanding Company’s consent granted under this section, Contractor shall remain responsible for all Work, and Contractor shall be as fully responsible to Company for the acts and omissions of its subcontractors, their agents, representatives and persons directly or indirectly employed by them as it is for the acts and omissions of Contractor’s own employees.
VI.POINTS OF CONTACT
6.1Company's Designated Representative - A "Company's Designated Representative" shall be appointed for each Work Authorization. The Company’s Designated Representative shall be the point of contact for and have the authority to speak on behalf of Company concerning all matters related to such Work Authorization, except that the Company’s Designated Representative shall not have the authority to amend this Master Agreement or Work Authorization.
6.2Contractor's Designated Representative - A "Contractor's Designated Representative" shall be appointed for each Work Authorization. Such Representative shall be the point of contact for and have the authority to speak on behalf of Contractor concerning all matters related to the Work Authorization, except that he shall not have the authority to amend this Master Agreement or the Work Authorization.
VII.PERFORMANCE STANDARDS
7.1Performance Standards - In selecting employees to undertake the Work under a Work Authorization, Contractor shall select only those persons who are qualified by the necessary education, training and experience to provide high quality performance of the particular Work for which each such employee is responsible. Contractor shall accomplish all Work in a professional and workmanlike manner and to the reasonable satisfaction of Company. Unless a higher standard is specified in an applicable Work Authorization, Contractor's personnel shall exercise that degree of skill and care required in accordance with the generally accepted standards for such Work in Contractor's field.
7.2Technological Developments and Remedies - Contractor shall promptly advise Company of all reasonably available technological advances and remedies which are known or become known to Contractor over the course of performance of its obligations under the applicable Work Authorization which would likely result in the Work having added value (i.e. better performance, design, material, longer useful life, etc.) to Company. Should Company elect to incorporate such advances it shall do so pursuant to an amendment to the Work Authorization mutually agreeable to the Parties.
7.3Materials and Equipment - All materials and equipment used by Contractor in the performance of Work under a Work Authorization shall be guaranteed by Contractor to be fit for the specific purpose for which the materials and equipment are used.
7.4Warranty; Correction of Defective or Substandard Work- Contractor acknowledges its absolute responsibility for insuring that the materials, equipment and procedures used in the performance of each Work Authorization are sufficient to satisfactorily accomplish the Work, and that review and approval by Company of any drawings, specifications or other documents prepared by Contractor in the performance of the Work shall not relieve Contractor or any of its subcontractors or vendors of its professional responsibility for the Work. Contractor agrees that it shall promptly correct or replace without expense to Company all defective or substandard materials, equipment or workmanship furnished by Contractor and correct any failures of materials, equipment or workmanship to meet the standards established in this Article VII. Contractor shall make such corrections of defective Work upon written notice thereof anytime such defects appear within one (1) year of Company's Acceptance of the Work performed hereunder (“Warranty Period”), even after the termination of this Master Agreement. Contractor shall also remedy and make Company whole with respect to any consequences of Contractor’s defective or substandard work.
The Company will give the Contractor prompt written notice of any defective Work following discovery of such defective Work. The Contractor shall commence corrective work within twenty-four (24) hours following notification and shall continuously and vigorously pursue correction of such work to completion without expense to Company until such Work is completed to the reasonable satisfaction of Company. In addition to any other rights granted to Company hereunder, if the Contractor fails to perform corrective work in the manner and within the time stated, the Company may take over the Work and perform the same to completion at Contractor’s expense, by contract or otherwise, and may take possession of, and utilize in completing the Work, the materials and equipment as may be on the work site. The Company shall be entitled to recover from Contractor any and all costs for corrective work as well as reasonable attorneys’ fees, consultants’ fees, and costs necessarily incurred by Company in relation to the Contractor’s refusal to complete the Work.
7.5Right to Reject - Due to the critical nature of Company's operations, Contractor agrees that if Company, in its sole discretion and after reasonable consultation with Contractor, determines that any Contractor employee or subcontractor provided under a Work Authorization is unsuitable for the performance of the Work, or that the continued presence of such employee on Company property is not consistent with the best interests of Company, then in such an instance Company may request that Contractor remove such employee or subcontractor from the Work and Contractor shall forthwith comply with such request. Contractor will then immediately replace such person with a person who fully meets the standards under this Master Agreement and applicable Work Authorization and will do so at no additional cost to Company.
7.6Performance Bond – If required by Company, Contractor shall provide a Performance Bond for the Work in an amount specified in the applicable Work Authorization. The Performance Bond shall be in a form and be issued by a surety acceptable to Company and shall guarantee Contractor’s full compliance with the warranty and other provisions of this Master Agreement and the Work Authorization.
VIII. INSURANCE AND INDEMNITY
8.1Workers’ Compensation – (a)Contractor and anyone acting under its direction or control or on its behalf shall at its own expense procure and maintain in full force at all times during the term of each Work Authorization, Workers’ Compensation and other similar insurance required by state or federal laws. In the event that Contractor fails to maintain such insurance as required by law, Contractor acknowledges and agrees that it will not seek or be entitled to any coverage under Owner's insurance. Permissible self-insurance will be acceptable subject to submission of a copy of appropriate governmental authorization and qualification by Contractor.