PROJECT LABOR AGREEMENT

ARTICLE I

PURPOSE This Project Labor Agreement (hereinafter, “Agreement”) is entered into this 15th day of July, 2011, by and between Association of Universities for Research in Astronomy, Inc. (hereinafter “AURA”) on behalf of the National Solar Observatory (NSO) located at 950 North Cherry Avenue, Tucson, Arizona 85719, its successors and/or assigns (“Project Contractor”), the member trades unions of the Hawaii Building and Construction Trades Council (hereinafter “HBCTC”) whose offices are located at 560 North Nimitz Hwy., Box 50, Honolulu, Hawaii 96817 or other Unions who are signatory to this Agreement, as evidenced on attached Signature Page and as listed on Attachment B of this Agreement, acting on their own behalf and on behalf of their respective affiliates and members whose names are subscribed hereto and who have, through their duly authorized officers, executed this Agreement, (hereinafter collectively called the “Union or Unions”), with respect to the construction of the Advanced Technology Solar Telescope (hereinafter “ATST”) , (hereinafter “Project”), at the summit of Haleakala on the island of Maui, Hawaii. The term “Contractor” shall include all construction contractors and subcontractors of whatever tier engaged in onsite construction work within the scope of this Agreement, including the Project Contractor when it performs construction work within the scope of this Agreement. The Parties to this Agreement acknowledge that the construction of the ATST is important to the development of the economy and to providing for the advancement of science and astronomy. The Parties recognize the need for the timely completion of the Project without interruption or delay. This Agreement is intended to enhance this cooperative effort through the establishment of a framework for labor-management cooperation and stability. The Parties to this Agreement recognize that under Cooperative Agreement AST 0946422 CFDA No. 47.049, between AURA and the United States of America represented by the National Science Foundation (NSF) and now in full force and effect, AURA, which operates the NSO, desire that the Unions make available their members’ services as specified in this Agreement, in support of AURA’s efforts with respect to the construction of the ATST as described herein. The Parties to this Agreement agree that for the purposes of fulfilling the terms of this Agreement, the term “Core Employee” shall mean an employee that has worked for the Contractor an aggregate of six months during the preceding five years. And that the term “Covered Employee” shall mean an employee who is working on the Project as an

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employee of the Contractor pursuant to this Project and who’s work is covered by this Agreement, and further whose work is not excluded in Article II Section 5f.

Further, the Parties agree that AURA may designate an individual to serve as “Agreement Administrator”. The Agreement Administrator shall serve as the point of contact with the Unions and the Contractors regarding the administration of this Agreement and is hereby authorized to appoint designee(s) in the disposition of it’s duties.

The Contractor(s) and the Unions agree that the timely construction of this

Project will require substantial numbers of employees from construction and supporting crafts possessing skills and qualifications that are vital to its completion. They will work together to furnish skilled, efficient craft-workers for the construction of the Project. Further, the Parties desire to mutually establish and stabilize wages, hours and working conditions for the craft-workers on this construction project, to encourage close cooperation between the Contractor(s) and the Unions to the end that a satisfactory, continuous and harmonious relationship will exist between the parties to this Agreement. Therefore, in recognition of the special needs of this Project and to maintain a spirit of harmony, labor-management peace, and stability during the term of this Agreement, the parties agree to abide by the terms and conditions in this Agreement, and to establish effective and binding methods for the settlement of all misunderstandings, disputes or grievances which may arise. Further, the Contractor(s) and all contractors of whatever tier, agree not to engage in any lockout, and the Unions agree not to engage in any strike, slow-down, or interruption or other disruption of or interference with the work covered by this Agreement.

ARTICLE II

SCOPE OF AGREEMENT Section 1. This Agreement shall apply and is limited to the recognized and accepted historical definition of new construction work under the direction of and performed by the Contractor(s), of whatever tier, which may include the Project Contractor, who have contracts awarded for such work on the Project. Such work shall include site preparation work and dedicated off-site work. It is agreed that the Project Contractor shall require all Contractors of whatever tier who have been awarded contracts for work covered by this Agreement, to accept and be bound by the terms and conditions of this Agreement by executing the Letter of Assent (Attachment A) prior to commencing work. The Project Contractor shall assure compliance with this Agreement by the Contractors. It is further agreed that, where there is a conflict, the terms and conditions of this Project Agreement shall supersede

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and override terms and conditions of any and all other national, area, local collective bargaining agreements, or pre-existing agreements covering this Project, except for all work performed under the NTD Articles of Agreement, the National Stack/Chimney Agreement, the National Cooling Tower Agreement, all instrument calibration work and loop checking shall be performed under the terms of the UA/IBEW Joint National Agreement for Instrument and Control Systems Technicians, and the National Agreement of the International Union of Elevator Constructors, with the exception of Article IV,VI, and VII of this Agreement, which shall apply to such work. If any collective bargaining agreement contains provisions that are not covered by this Agreement, such collective bargaining agreement provisions shall bind the parties to the collective bargaining agreement and the employees covered thereby. It is understood that this is a self-contained, stand alone, Agreement and that by virtue of having become bound to this Agreement, neither the Project Contractor nor the Contractors will be obligated to sign any other local, area, or national agreement.

Section 2. Nothing contained herein shall be construed to prohibit, restrict or interfere with the performance of any other operation, work, or function which may occur at the Project site or be associated with the development of the Project. Section 3. This Agreement shall only be binding on the signatory parties hereto and shall not apply to their parents, affiliates or subsidiaries. Section 4. The Owner and/or the Project Contractor have the absolute right to select any qualified bidder for the award of contracts on this Project without reference to the existence or non-existence of any agreements between such bidder and any party to this Agreement; provided, however, only that such bidder is willing, ready and able to become a party to and comply with this Project Agreement, should it be designated the successful bidder. Section 5. Items specifically excluded from the scope of this Agreement include but are not limited to the following:

a. Work by employees of AURA, contract employees of AURA and/or consultants of AURA associated with the Project.

b. Work for any Contractor by an employee who is not a Covered Employee.

c. All non-construction support services, contracted by AURA or its Contractors of any tier that are unrelated to construction work, even if the support services are contracted for or in connection with the Project. d. All off-site manufacturers of materials, equipment and machinery, including handling and delivery of materials, equipment and machinery for the Project. This exclusion shall not apply to any offsite manufacturing facility located on the island Maui that is dedicated primarily to the work for a Construction Contract for this Project. Vendors of construction materials on the island of Maui are excluded.

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e. Startup, testing and commissioning personnel employed by a Contractor or AURA for specialty testing or inspections not ordinarily performed by Unions. f. All employees, sub-consultants and agents of the design team or any other consultants of AURA for specialty testing, architectural/engineering design and other professional services.

g. In addition, there will be work of a specialized nature that will require the use of employees or others with unique skills whose work will not be covered by the Agreement or collective bargaining agreements. Set forth below is an extract from the Project work breakdown structure, which notes those areas of work that generally will be covered by this Agreement and those that will be excluded: Excluded 1.0 Telescope Assembly Excluded 2.0 Wavefront Correction Excluded 3.0 Instrumentation Excluded 4.0 High Level Controls and Software Excluded 5.0 Telescope Enclosure 6.0 Support Facilities and Buildings 6.1 Site Infrastructure Excluded 6.1.1 Geotechnical testing Included 6.1.2 Demolition and Clearing Included 6.1.3 Major Earthwork Included 6.1.4 Roads and Driveways Included 6.1.5 Utilities Included 6.1.6 Utility chase Included 6.1.7 Soil and Reinforcement Included 6.1.8 Construction Infrastructure 6.2 Building Included 6.2.1 Support and Operation Building Included 6.2.2 Utility Building Included 6.2.3 Lower Enclosures Included 6.2.4 Telescope Pier Assembly 6.3 Equipment Excluded 6.3.1 General Outfitting & Furnishings Excluded 6.3.2 Environmental Monitoring Included 6.3.3 Generator Included 6.3.4 Uninterruptible Power Supplies Excluded 6.3.5 Tools and Special Equipment Excluded 6.3.6 Facility Control System 6.4 Coating and Cleaning Facilities Excluded 6.4.1 Cleaning Station Fixtures, Tooling Excluded 6.4.2 Coating Chamber 6.5 Handling Equipment (Non- Construction) Excluded 6.5.1 Platform Lift

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Excluded 6.5.2 Handling Cranes Excluded 6.5.3 Personnel Access Control 6.6 Interconnects and Services Excluded 6.6.1 System Interconnects Excluded 6.6.2 IT Infrastructure Excluded 6.6.3 Grounding and Lighting 6.7 Facility Thermal Systems Excluded 6.7.1 Facility Plant Equipment Excluded 6.7.2 Thermal Sub-systems Excluded 6.7.3 Facility Management System Excluded 6.7.4 Facility Control System The Parties acknowledge and agree that the foregoing extract is a higher level list and there may be items within an included section that are of a specialized nature and the work pertaining thereto excluded from this Agreement. Alternately, there may be items within an excluded section that are considered Work covered by the Agreement. h. If AURA and/or Project develops a Remote Operation Building off the summit, the work associated with that portion of the Project will be bound by the terms and conditions of this Agreement. Any Contractor that performs work on that portion of Project will be bound by the terms and conditions of this Agreement. Section 6. The provisions of this Project Agreement shall not apply to AURA, and nothing contained herein shall be construed to prohibit or restrict AURA or its employees from performing work not covered by this PLA on the Project site. As areas and systems of the Project are inspected and construction tested by the Project Contractor or Contractors and accepted by the Owner, the PLA will not have further force or effect on such items or areas, except when the Project Contractor or Contractors are directed by the Owner to engage in repairs, modifications, check-out, and warranty functions required by its contract with the Owner during the term of this Agreement. Section 7, It is understood that the liability of any employer and the liability of the separate unions under this Agreement shall be several and not joint. The unions agree that this Agreement does not have the effect of creating any joint employer status between or among the Owner, Contractor(s) or any employer.

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ARTICLE III

TERM; TERMINATION AND CONSIDERATION

Section 1. The term of this Agreement shall be from the commencement of construction, as evidenced by a notice to proceed and will continue for the duration of the Project construction work as described in Article II regardless of whether corresponding collective bargaining agreements expire. All wages, and benefits and terms and conditions of employment shall continue for the duration of this Project regardless of whether corresponding collective bargaining agreements expire. In the event any collective bargaining agreements expire without timely agreement by the parties, wages will thereafter be increased in accord with the applicable wage rate as determined annually by the Davis-Bacon and related Acts.

Section 2. Construction of any phase, portion, section or segment of this Project shall be deemed complete when such phase, portion, section or segments has been turned over to AURA by the Contractor as evidenced by AURA’s acceptance of such phase, portion, section or segment. As areas and systems of the Project are inspected and construction tested and/or approved and accepted by AURA, this Agreement shall have no further force or effect on such items or areas, unless construction or renovation covered by this Agreement is subsequently performed. Final termination of all obligations, rights and liabilities and disagreements shall occur, except for the processing and disposition of any then- pending grievances, upon delivery to Contractor and Unions of a notice from AURA stating that acceptance by AURA has occurred for the final phase of the Construction Contract for the Project

Section 3. It is agreed and understood that AURA, at its sole option, may terminate, delay and/or suspend any or all portions of the Project at any time.

Section 4. There shall be no financial consideration tendered by one party to any other party under this Agreement.

ARTICLE IV

UNION RIGHTS AND OBLIGATIONS

Section 1. The Contractors recognize the signatory Unions as the sole and exclusive bargaining representatives of all craft employees within their respective jurisdictions working on the Project within the scope of this Agreement. Section 2. The Union(s), their applicable Local Union(s) or any employee(s) thereof, shall not engage in any strike, slow-down, picketing, work stoppages, slow downs, other disruptive activity or other such interruption of or interference with the Work covered by this Agreement absent the existence of a civil defense emergency that would impede, delay, hinder or otherwise prevent the Project’s completion on schedule.

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Section 3. The Union(s), their applicable Local Union(s) or any employee(s) thereof shall not sanction, aid or abet, encourage or continue any strike, slow-down, picketing, work stoppages, slow downs, other disruptive activity or other such interruption of or interference with the Work covered by this Agreement at any location, including the Project Site and shall undertake all reasonable means to prevent, mitigate or to terminate any such activity.

Section 4. No employee of a Union or its applicable Local Union shall engage in activities which violate this Agreement. Any employee who participates in or encourages any activities which interfere with the normal operation of the Project shall be subject to disciplinary action, including discharge, and if justifiably discharged for the above reasons, shall not be eligible for rehire on the Project.

Section 5. Failure of any Union, Local Union or any employee thereof to cross any picket line established at the Project site is a violation of this Agreement.

Section 6. Neither the Union(s) nor their applicable Local Union(s) shall be liable for acts of employees for whom it has no responsibility. The International Union General President or Presidents will immediately instruct, order and use the best efforts of their office to cause the Local Union or Unions to cease any violations of this Agreement. An International Union complying with this obligation shall not be liable for unauthorized acts of its Local Union. The principal officer or officers of a Local Union will immediately instruct, order and use the best efforts of his office to cause the employees the Local Union represents to cease any violations of this Agreement. A Union complying with this obligation shall not be liable for unauthorized acts of employees it represents. The failure of the Contractor to exercise its right in any instance shall not be deemed a waiver of its right in any other instance.

ARTICLE V

MANAGEMENT/OWNER’S RIGHTS AND OBLIGATIONS

Section 1. The Project Contractor and Contractors of whatever tier retain full and exclusive authority for the management of their operations. Except as otherwise limited by the terms of this Agreement, or applicable collective bargaining agreement, the Contractors shall direct their working forces at their prerogative, including, but not limited to hiring, promotion, transfer, lay-off or discharge for just cause, the selection of foremen and general foreman; the assignment and scheduling of work; the requirement of overtime work; the determination of when work will be done; and the number and identity of employees engaged to perform such work. No rules, customs, or practices shall be permitted or observed which limit or restrict production, or limit or restrict the working efforts of employees. The Contractors shall utilize the most efficient method or techniques of construction, tools, or other labor saving devices. There shall be no limitations upon the choice of materials or design, nor shall there be any limit on production by workers or restrictions on the full use of tools or equipment. There shall

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be no restriction, other than may be required by safety regulations, on the number of employees assigned to any crew or to any service. Section 2. The Contractors and all of their subcontractors agree to notify the Union(s) of all opportunities for employment on the Project. Nothing in this Agreement shall be deemed to limit a Contractor's or its subcontractor's right to reject proposed employees or to use their own Core Employees. Such core employees shall report to the appropriate Union for registration and referral, which shall be conducted without discrimination. Except for the one foreman, the number of Core Employees shall be limited to four (4) in each craft, and for each Core Employee, one employee must be obtained by referral from the Union(s) before another Core Employee is utilized. A Contractor may elect to hire one "core" employee to be a foreman. Should a Contractor elect the use of Core Employee (s) as defined in Article I, the Union (s) will register and refer one such Contractor’s Core Employee, then one from the Union (s) according to the respective union’s referral system, and shall repeat the process, one and one, until such Contractor’s crew requirements are met or until such Contractor has hired a maximum of four (4) Core Employees, whichever comes first. Thereafter, the applicable union referral system shall be utilized for all additional other employees. The Contractor and its subcontractors shall have the right to determine the competency of all employees, the number of employees required, the duties of such employees within their craft jurisdictions, and select employees to be laid off. A probationary period of ten (10) working days shall be established for all new employees; during such time period such named employees may be summarily discharged and such discharge is not subject to the grievance and arbitration process. The Contractor and its subcontractors shall also have the right to reject any applicant referred by a union for any lawful nondiscriminatory reason provided it complies with this Article V.

Section 3. In the event that a Union is unable to fulfill a request for qualified employees within forth-eight (48) hours after such request is made by a Contractor (Saturdays, Sundays and Holidays excepted), the Contractor may employ applicants from any other available source.

Section 4. At the Contractor’s discretion, apprentices may be utilized. If utilized, apprenticeship pay scales and ratios shall be governed by the appropriate joint labor-management apprenticeship standards of the applicable apprenticeship program registered with the State of Hawaii.

Section 5. The Contractor(s) shall not engage in any lockout of the Union(s), applicable Local Union(s) or any employee(s).

Section 6. The Contractor(s) shall not engage in any discriminatory practice against any employee or applicant for employment because of his or her membership or non-membership in the Union(s) or based upon race, creed, color, sex, age or national origin of such employee or applicant.

Section 7. With the exception of those excluded items listed in Article II Section 5f above, AURA agrees that neither it nor any of its Contractors will contract any Work to

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be done on the Project except to a person, firm or corporation who is or agrees to become party to this Agreement. Any Contractor working on the Project shall, as a condition to working on said Project, become signatory to a Letter of Assent and perform all Work under the terms of this Agreement.

Section 8. Contractor-Employer shall observe and comply with all applicable provisions of the Davis Bacon Act, 40 U.S.C. Sec. 276a et seq., relating to wages and hours, including fringe benefits. The Contractor shall pay all Covered Employees according to the applicable collective bargaining agreements, in no instance less than the prevailing wage rate in conformance with applicable federal and State laws.

Section 9. The Contractor(s) agrees to deduct dues and fees in the amount designated by a particular Union, subject to applicable law, provided that the Covered Employee has executed a written assignment calling for such a deduction, which is provided to the Contractor, and provided further that the form of the written assignment is that form that is used for all operations by the particular Union for its members in the State. The Contractor will remit to the Union once a month, the dues and fees deducted on or before the fifteenth (15th) day of each month following the month in which the deduction was made, as agreed upon between each Union and Contractor at the pre-job conference. All Covered Employees of Contractor who are not members of any Union shall pay dues and uniform assessments in accordance with the requirements of the applicable Union and applicable law. Any employee failing to meet the above condition of employment shall upon written notice by the Union be discharged by the Contractor within five (5) working days.

Section 10. The Contractor(s) shall be required to pay contributions to applicable union employee benefit trust funds for non-union employees only if the employee benefits accrue (subject to fund vesting requirements) to the direct benefit of such employees and do not require membership in the union. The term, “jurisdiction of the collective bargaining agreement” as specified in section 4203(b)(2)(B)(i) of the Employee Retirement Income Security Act will not be defined as anything other than the Scope of this Agreement as delineated in Article II herein.

Section 11. This Agreement shall not unlawfully deprive, nor shall it be construed to unlawfully deprive, any non-union or union employee of his or her rights under the federal and State laws.

ARTICLE VI

DISPUTES AND GRIEVANCES Section 1. This Agreement is intended to provide close cooperation between management and labor. Each of the Unions will assign a representative to this Project for the purpose of completing the construction of the Project economically, efficiently, continuously, and without interruptions, delays, or work stoppages.

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Section 2. The Contractors, Unions, and the employees, collectively and individually, realize the importance to all parties to maintain continuous and uninterrupted performance of the work of the Project, and agree to resolve disputes in accordance with the grievance-arbitration provisions set forth in this Article. Section 3. Any question or dispute arising out of and during the term of this Project Agreement (other than trade jurisdictional disputes) shall be considered a grievance and subject to resolution under the following procedures: Step 1. (a) When any employee subject to the provisions of this Agreement feels he or she is aggrieved by a violation of this Agreement, he or she, through his or her local union business representative or job steward, shall, within five (5) working days after the occurrence of the violation, give notice to the work-site representative of the involved Contractor stating the provision(s) alleged to have been violated. The business representative of the local union or the job steward and the work-site representative of the involved Contractor and the Project Contractor shall meet and endeavor to adjust the matter within three (3) working days after timely notice has been given. The representative of the Contractor shall keep the meeting minutes and shall respond to the Union representative in writing (copying the Project Contractor) at the conclusion of the meeting but not later than twenty-four (24) hours thereafter. If they fail to resolve the matter within the prescribed period, the grieving party may, within forty-eight (48) hours thereafter, pursue Step 2 of the Grievance Procedure, provided the grievance is reduced to writing, setting forth the relevant information concerning the alleged grievance, including a short description thereof, the date on which the grievance occurred, and the provision(s) of the Agreement alleged to have been violated. (b) Should the Local Union(s) or the Project Contractor or any Contractor have a dispute with the other party and , if after conferring, a settlement is not reached within three (3) working days, the dispute may be reduced to writing and proceed to Step 2 in the same manner as outlined herein for the adjustment of an employee complaint. Step 2. The Union Representative and the involved Contractor shall meet within seven (7) working days of the referral of a dispute to this second step to arrive at a satisfactory settlement thereof. Meeting minutes shall be kept by the Contractor. If the parties fail to reach an agreement, the dispute may be appealed in writing in accordance with the provisions of Step 3 within seven (7) calendar days thereafter. Step 3. (a) If the grievance has been submitted but not adjusted under Step 2, either party may request in writing, within seven (7) calendar days thereafter, that the grievance be submitted to an Arbitrator mutually agreed upon by them. The Contractor and the involved Union shall attempt mutually to select an arbitrator, but if they are unable to do so, they shall request Dispute Prevention and Resolution, Inc to provide them with a list of arbitrators from which the Arbitrator shall be selected. The rules of Dispute Prevention and Resolution, Inc. shall govern the conduct

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of the arbitration hearing. The decision of the Arbitrator shall be final and binding on all parties. The fee and expenses of such Arbitration shall be borne equally be the Contractor and the involved Local Union(s). (b) Failure of the grieving party to adhere to the time limits established herein shall render the grievance null and void. The time limits established herein may be extended only by written consent of the parties involved at the particular step where the extension is agreed upon. The Arbitrator shall have the authority to make decisions only on issues presented to him or her, and he or she shall not have authority to change, amend, add to or detract from any of the provisions of this Agreement. Section 4. The Project Contractor and Owner shall be notified of all actions at Steps 2 and 3 and shall, upon their request, be permitted to participate in all proceedings at these steps.

ARTICLE VII

JURISDICTIONAL DISPUTES Section 1. The assignment of work will be solely the responsibility of the Contractor performing the work involved; and such work assignments will be in accordance with the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry (the “Plan”) or any successor Plan. Section 2. All jurisdictional disputes on this Project, between or among all Unions signatory to this Agreement and Contractors of all tiers, shall be settled and adjusted according to the present Plan established by the Building and Construction Trades Department or any other plan or method of procedure that may be adopted in the future by the Building and Construction Trades Department. Decisions rendered shall be final, binding and conclusive on the Contractors and Unions signatory to this Agreement.

a. For the convenience of the parties, and in recognition of the expense of travel between Hawaii and Washington D.C., at the request of any party to a jurisdictional dispute under this Agreement an Arbitrator shall be chosen by the procedures specified in Article V, Section 5, of the Plan from a list composed of John Kagel, Thomas Angelo, Robert Hirsch, and Thomas Pagan, and the Arbitrator’s hearing on the dispute shall be held at a mutually acceptable location within the state of Hawaii. All other procedures shall be specified in the Plan.

Section 3. All jurisdictional disputes shall be resolved without the occurrence of any strike, work stoppage, or slow-down of any nature, and the Contractor’s assignment shall be adhered to until the dispute is resolved by agreement or arbitration award

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covering all employees who are involved. Individuals violating this section shall be subject to immediate discharge. Section 4. Each Contractor will conduct a pre-job conference with the appropriate Building and Construction Trades Council and all Unions signatory to this Agreement prior to commencing work. The Project Contractor and the Owner will be advised in advance of all such conferences and may participate if they wish.

ARTICLE VIII

HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS: OBLIGATIONS OF

CONTRACTORS AND UNIONS

Section 1. The standard workweek shall be Monday through Saturday, inclusive. Variations to the standard work week are only permissible to ensure the Project is delivered on-time and on-budget. All variations to the standard work week shall comply with the Davis Bacon Act.

Section 2. The Contractor who has the Construction Contract with AURA may establish work schedules to optimize the number of work hours at the Project Site each day. It is permissible for Work to commence thirty (30) minutes after sunrise and end thirty (30) minutes before sunset. Work schedules may include multiple shifts, flexible hours, alternative schedules, shift overlap, etc. to maximize daily work effort at the Project Site.

Section 3. The daily start and end times for the Construction Contract work shall be established by the Contractor prior to the start of the Construction Contract work and, once established, shall not be changed except by written mutual agreement of the affected Parties. All hours of work shall comply with the directive and requirements of the Contractor who has the Construction Contract with AURA.

Section 4. Overtime, at the rate of one-and-one-half (1-1/2) times the straight time hourly rate shall be paid for all hours worked under the following circumstances.

a. Based on the specific conditions and limitations on the work imposed by the site conditions including but not limited to the altitude, weather, environmentally sensitive surroundings, the protection of wildlife, and National Park Service requirements and therefore not to serve as a precedent, all hours worked in excess of ten (10) hours in any work day (excluding any applicable travel time that is compensable by law) and forty (40) hours in the standard work week;

b. Contractor will provide a designated parking area and free transportation to and from the site. There will be no compensation for travel time, except that a

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driver that is a Covered Employee shall be paid at the driver’s applicable rate of pay.

c. All hours worked by Covered Employees before their regularly scheduled starting time and after their regularly scheduled quitting time, provided the Covered Employee commenced work at the regularly scheduled starting time of the shift and worked the entire shift;

d. All work performed on Sundays; and

e. All work performed on Holidays described in this Agreement.

Section 5. Overtime hours shall be calculated at 1/10th of an hour, i.e., six (6) minute increments and otherwise comply with all applicable federal and State laws.

Section 6. Whenever two or more overtime or premium rates are applicable to the same hour or hours worked, there shall be no pyramiding or adding together of such rates and only the higher of the applicable rates shall be applied.

Section 7. Covered Employees shall be afforded a meal period of at least thirty (30) minutes, which will begin within the period from the third (3rd) through the fifth (5th) hour of a shift. Covered Employees required to work more than five (5) hours without starting a meal period, shall be paid at the applicable overtime rate for all time worked after the fifth (5th) hour or until such time as Covered Employees are afforded the opportunity to eat. Thereafter, when working overtime an additional meal period will be provided after the 10.5 hours of work with the meal provided by employer.

Section 8. Covered Employees ordered to report to work at a job site or designated parking area at which no employment is provided shall be entitled to one (1) hour’s pay unless prevented from working for reasons beyond the control of the Contractor Employer (including inclement weather).

The Contractor may require or request a Covered Employee to remain on the job for up to thirty (30) minutes past the covered employee’s normal starting time pending possible abatement or cessation of inclement weather, or other cause which is preventing work from starting, without paying show up time to the employee. Should such requirement or request extend beyond thirty (30) minutes past the covered employee’s normal starting time, the Covered Employee shall be entitled to show up time pay equal to one (1) hour’s pay, unless such employee quits, voluntarily lays off, or is suspended or discharged prior to the completion of a one (1) hour period. If the Contractor causes the Covered Employee to start work pursuant to such requirement or request, the Covered Employee will be entitled to a minimum of one (1) hour show up time unless such employee quits, voluntarily lays off, or is suspended or discharged prior to the completion of the one (1) hour period.

Show-up time shall not be considered as hours worked for purposes of making the Contractor contributions to any applicable benefits program; provided however, that if, after remaining on the job as provided above, Covered Employees are then put to work,

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show-up time shall be counted as hours worked for the purpose of making Contractor contributions to any applicable benefits program.

Section 9. Covered Employees called out to perform emergency work and who so report at the time specified, shall be paid at the applicable overtime rate for all hours worked on such emergency call-out. Such Covered Employees shall receive a minimum of two (2) hours work, or if two (2) hours work is not furnished, a minimum of two (2) hours pay.

The minimum pay requirement referenced herein, shall not apply if a Covered Employees quits, voluntarily lays off or is suspended or discharged prior to the completion of the two (2) hour period. Also, the minimum pay requirement shall not apply, if the emergency work for which Covered Employees are called out continues up to the covered employees’ normal starting time. In such situations, Covered Employees shall be paid at the overtime rate only for the actual number of hours worked (excluding any applicable travel time that is compensable by law) up to the covered employees’ normal starting time.

Section 10. Nothing in this Article 7 shall be construed as guaranteeing any Covered Employee eight (8) hours of work per day or forty (40) hours of work per week.

Section 11. Holidays recognized on this Project shall be the holidays recognized by the State. In the event a holiday falls on Sunday, the following day, Monday, shall be observed as such holiday. In the event a holiday falls on Saturday, the preceding day, Friday, shall be observed as such holiday.

Section 12. Any Covered Employee who reports for work and for whom no work is provided shall receive one (1) hours pay provided the Covered Employee remains available for work. Any Covered Employee who reports for work and for whom work is provided shall be paid for actual time worked but not less than four (4) hours provided the employee remains available for work. Procedures for prior notification of work cancellation shall be determined at the Contractor’s pre-job conference.

Section 13. The parties reaffirm their policy of a fair day’s work for a fair day’s wage. There shall be no pay for time not worked unless the Covered Employee is otherwise engaged at the direction of the Contractor. Covered Employees shall be at their place of work at the starting time and shall remain at their place of work, as designated by the Contractor, performing their assigned functions until the end of the covered employee’s shift. The place of work shall be defined as the gang or tool box, or equipment at the covered employee’s assigned work location or the place where the foreman gives instructions.

Section 14. It shall not be a violation of this Agreement or a breach of any provision in the Agreement, when AURA or Contractor determines it necessary to shut down work in whole or in part to avoid the possible loss of human life, because of an emergency situation that could endanger the life and safety of an employee. In such cases, Covered Employees will be compensated only for the actual time worked. In the case

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of a situation described above whereby the Contractor- Employer requests Covered Employees to stand by, the Covered Employees will be compensated for the “stand by time.”

Section 15. In the event the Contractor deems it necessary, in keeping with Article V Section 1, it may in its sole discretion develop systems for Covered Employees to check in and out of the Project.

Section 16. Covered Employees shall be paid not later than quitting time on Friday of each week; provided, however, that in no event shall more than one (1) calendar week’s wages be withheld at any one time. In the event Friday falls on any holiday (whether recognized under this Agreement or not) on which local banks will be closed, the Contractor will make every effort to provide the employees with their paychecks by Thursday of that week. Contractors will make arrangements for Covered Employees to cash payroll checks at a local Hawaii bank or financial institution. Covered Employees discharged for cause shall be paid all wages due at the time of discharge. However, if the discharge occurs at a time and under conditions that prevent the Contractor from making immediate payment, then all wages due must be paid to the Covered Employees no later than the working day following the discharge. Covered Employees who quit shall be paid all wages due no later than the next regular pay day, either through regular pay channels or, if requested by the covered employee, by mail.

Section 17. Any employee who is laid off, or who's work day is ended prior to the completion of a regularly scheduled shift, or is suspended or discharged during a regularly scheduled shift, shall be promptly transported to the parking area by the Contractor, in no case leaving the site more than one half (1/2) hour after the completion of paid time."

ARTICLE IX

GENERAL WORK RULES: OBLIGATION OF CONTRACTORS AND UNIONS

Section 1. Slowdowns, standby crews and featherbedding practices will not be tolerated.

Section 2. It is understood that AURA may establish reasonable project rules that will be uniformly applied and adhered to by all Contractors, the Unions and all employees. These rules will be provided by AURA to all Contractors for the Contractor’s pre-job conference and made available in writing to their Covered Employees. These rules shall be provided to the Unions.

Section 3. Further, Contractors may also establish reasonable work rules that will be uniformly applied and adhered to by all employees employed by the Contractor on the Project. These rules shall be provided by the Contractor at its pre-job conference, to the Unions and AURA, and made available to the Covered Employees, in writing. If any rule or change in rules conflicts with this Agreement, the Agreement shall prevail. Any

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disputes regarding rules shall be subject to Article(s) IV, V VI and/or VII herein respectively.

Section 4. Security procedures for the control of tools, equipment and materials are the responsibility of the Contractor. Contractors will be responsible for the establishment of reasonable security measures for the protection of personal, company and AURA property.

Section 5. The selection of a craft foreman and general foreman and the number of same required shall be entirely the right and responsibility of the Contractor. It is understood that in the selection of such individuals the Contractor will give primary consideration to the qualified individuals available in the State of Hawaii. If none are available, the Contractor is free to pick foremen/general foreman from out of the area.

Section 6. The Contractor has the sole and exclusive right to assign specific Covered Employees and/or crews to perform overtime work when such overtime work is necessary to accomplish the job. The overtime work shall be assigned to Covered Employees and/or crew(s), to the extent needed, who performed the work involved during the regular work day or work shift.

ARTICLE X

SAFETY, ENVIRONMENTAL AND HEALTH

Section 1. It shall be the responsibility of the Contractor (s) to ensure safe working conditions and employee compliance with any safety rules established by AURA, and in accordance with applicable federal or State laws and regulations.

Section 2. Covered Employees shall be bound by the safety, security and site access rules established by AURA and Contractors for the Project. These rules will be published and given to each employee as part of their new-hire orientation, as well as posted throughout the Project. A violation of these rules shall constitute just cause subject to termination under this Agreement. If justifiably discharged for the above reason, the Covered Employee shall not be eligible for rehire on the Project for a period of not less than ninety (90) days.

Section 3. The Contractor(s) shall conduct safety “tool box” meetings on a regular basis (and not less than once a week) for all Covered Employees. The meetings will cover such topics as Project safety and health, environmental protection, fire prevention and emergency procedures. Such mandatory meetings will be conducted on paid time. Attendance at such meetings is mandatory and employees who do not attend may be subject to disciplinary action.

Section 4. Covered Employees shall use, maintain and care for personal protective equipment and other health and safety equipment issued or assigned them. Proper use

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of the equipment is mandatory, and failure to do so may result in disciplinary action up to and including discharge.

Section 5. To further the health, safety and security of the work place, the Contractor- and Unions agree to implement a uniform written policy covering drugs and other controlled substances. Pending the implementation of such a policy, the Substance Abuse Policy and related forms, contained as a part of the Master Agreement for the Carpenters Union, will be applicable to all Parties.

ARTICLE XI

AMENDMENTS

Any modification to this Agreement shall be executed in writing and signed by

the contractual representative of each Party. Any modification that creates an additional or reduced commitment for either Party must be incorporated by amendment and signed by the contractual representative of both Parties.

ARTICLE XII

NOTICES

Section 1. Where notice is required or permitted under this Agreement, such notice shall be sent by first class mail, return receipt requested, or personally delivered to the Parties at the following address:

For Union: See Attachment B. For AURA/NSO: AURA Inc.

950 N. Cherry Avenue Tucson, AZ 85719 Attn:

Telephone: Email:

For Contractor: Contractor Office Street City, State ZIP Attn:

Telephone: Email:

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Section 2. In the alternative, valid written notice shall be deemed to have been given if it is sent to a Party via email or facsimile and that Party responds to that email or facsimile indicating receipt of the written notice.

ARTICLE XIII

ASSIGNMENT

This Agreement is not assignable by either Party without the prior written

consent of the other Party, except that AURA/NSO may assign this Agreement to the United States Government.

ARTICLE XIV

DAMAGES

Section 1. Damages and injunctive relief shall be the sole and exclusive remedies available under this Agreement. In no event shall the liability of the Parties for direct damages whether in contract, warranty, tort (including negligence or strict liability) or otherwise for the performance or breach of the Agreement or anything done in connection therewith exceed the amount of actual damages incurred. This Agreement does not waive any rights individual employees may have to bring third-party claims.

Section 2. In no event shall either party be liable to the other party for consequential, incidental, special (including multiple or punitive) or any damage deemed to be of an indirect or consequential nature arising under this Agreement, whether based upon breach of contract, warranty, or grounded in tort or other theories of liability, including negligence and strict liability.

Section 3. The liability of any employer and the liability of the separate Unions under this Agreement shall be several and not joint.

ARTICLE XV

SUBCONTRACTING

The Project Contractor agrees that neither it nor any of its contractors or subcontractors will subcontract any work to be done on the Project except to a person, firm or corporation who is or agrees to become party to this Agreement. Any contractor or subcontractor working on the Project shall, as a condition to working on said Project, become signatory to and perform all work under the terms of this Agreement.

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ARTICLE XVI

HELMETS TO HARDHATS Section 1. The Employers and the Unions recognize a desire to facilitate the entry into the building and construction trades of veterans who are interested in careers in the building and construction industry. The Employers and Unions agree to utilize the services of the Center for Military Recruitment, Assessment and Veterans Employment (hereinafter “Center”) and the Center’s “Helmets to Hardhats” program to serve as a resource for preliminary orientation, assessment of construction aptitude, referral to apprenticeship programs or hiring halls, counseling and mentoring, support network, employment opportunities and other needs as identified by the parties. Section 2. The Unions and Employers agree to coordinate with the Center to create and maintain an integrated database of veterans interested in working on this Project and of apprenticeship and employment opportunities for this Project. To the extent permitted by law, the Unions will give credit to such veterans for bona fide, provable past experience.

ARTICLE XVII

SEVERABILITY

The invalidity or unenforceability in whole or in part of any provision of this Agreement shall not affect the validity of any other provisions. AURA’s or Contractor’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 XVIII

RELATIONSHIP OF THE PARTIES

Nothing herein contained shall be deemed or construed by any Party as creating

the relationship of principal and agent or of partnership, joint employers or joint venture by or between or among AURA, any Contractor(s) or any employer hereto.

ARTICLE XIX

CHOICE OF LAW

This Agreement shall be governed by the laws of the State of Hawaii, excluding

its choice of law rules or provisions.

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ARTICLE XX

ENTIRE AGREEMENT; AMENDMENTS

This Agreement, together with any amendments relating hereto, sets forth the

complete and 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. No waiver, modification, or amendment of any of the terms or conditions hereof shall be effective unless set forth in writing and duly executed by the authorized representatives of both Parties.

ARTICLE XXI

AUTHORITY TO EXECUTE AGREEMENT

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 Party they represent and that the terms of this Agreement do not conflict with any other contracts or arrangements of the Parties.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute but one and the same agreement, notwithstanding the fact that all parties are not signatories to the original, or the same counterpart. Facsimile and e-mailed signatures will be accepted as original signatures.

Separate Signature Page

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date last set forth below. ASSOCIATION OF UNIVERSITIES FOR RESEARCH IN ASTRONOMY, INC. By:_________________________________________________Date:_____________

Name:_______________________________________________

Title:________________________________________________ Contractor By:_________________________________________________Date:_____________

Name:_______________________________________________

Title:________________________________________________ Boilermakers, Iron Shipbuilders Union, Local 627 By:_________________________________________________Date:_____________

Name:__Gary Aycock_________________________________

Title:________________________________________________

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District Council 50 International Union of Painters & Aliied Craft Workers, Local 1791 Glaziers, Architectural Metal & Glass Workers, Local 1889 Carpet, Linoleum & Softile, Local 1926 Drywallallers, Tapers & Finishers, Local 1944

By:_________________________________________________Date:_____________

Name:_Lynn Kinney___________________________________

Title:________________________________________________ Elevator Constructors, Local 126 By:_________________________________________________Date:_____________

Name:_Thaddeus Tomei_______________________________

Title:________________________________________________ Hawaii Regional Council of Carpenters By:_________________________________________________Date:_____________

Name:_Ronald Taketa_________________________________

Title:________________________________________________ Hawaii Teamsters and Allied Workers, Local 996 By:_________________________________________________Date:_____________

Name:_Ronald Kozuma________________________________

Title:________________________________________________

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International Association of Heat & Frost Insulators & Asbestos Workers, Local 132

By:_________________________________________________Date:_____________

Name:_Douglas Fulp__________________________________

Title:________________________________________________ International Brotherhood of Electrical Workers, Local 1186 By:_________________________________________________Date:_____________

Name:_Damien Kim_________________________________

Title:________________________________________________ International Union of Bricklayers & Allied Craft Workers, Local 1 By:_________________________________________________Date:_____________

Name:_Nolan Moriwaki________________________________

Title:________________________________________________ Iron Workers, Local 625 By:_________________________________________________Date:_____________

Name:_Joseph O’Donnell______________________________

Title:________________________________________________

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Laborers’ International Union of North America, Local 368 By:_________________________________________________Date:_____________

Name:_Peter Ganaban________________________________

Title:________________________________________________

Operating Engineers, Local 3 By:_________________________________________________Date:_____________

Name:_Pane Meatoga_________________________________

Title:________________________________________________ Operative Plasterer’s & Cement Masons International Association, Local 630 By:_________________________________________________Date:_____________

Name:_Nolan Moriwaki________________________________

Title:________________________________________________ Plumbers & Fitters, Local 675 By:_________________________________________________Date:_____________

Name:_Reginald Castanares____________________________

Title:________________________________________________

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Roofers, Waterproofers & Allied Workers United Union of Roofers, Local 221 By:_________________________________________________Date:_____________

Name:_Vaughn Chong________________________________

Title:________________________________________________ Sheet Metal Workers, Local 293 By:_________________________________________________Date:_____________

Name:_Arthur Tolentino________________________________

Title:________________________________________________

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ATTACHMENT A

FORM OF LETTER OF ASSENT

____________________

AURA Inc.

950 N. Cherry Avenue

Tucson, AZ 85719

Attention:____________

Re: Project Labor Agreement for the Construction of the Advanced Technology

Solar Telescope at the summit of Haleakala on the island of Maui, Hawai’i

Dear Sir or Madam,

This is to certify that the undersigned Contractor has examined a copy of the Project Labor

Agreement (PLA) dated ________________, between the Association of Universities for

Research in Astronomy, Inc. (“AURA”) and the signatory unions. The undersigned Contractor

hereby agrees to comply with all of the terms and conditions of the PLA as such PLA may, from

time to time, be amended or interpreted pursuant to its terms.

It is understood that the signing of the Letter of Assent shall be as binding on the undersigned

Contractor as though the undersigned Contractor had signed the above-referenced PLA. The

Contractor agrees that all its subcontractors, of whatever tier, shall execute the Letter of Assent

and agree to be bound by the PLA for all work within the scope of the Construction Contract

covered under the Project definition in the PLA.

This Letter of Assent shall become effective and binding upon the undersigned Contractor on

this ___ day of ________________, and shall remain in full force and effect until the completion

of the above-identified Contractor Construction Contract. Upon signing this Letter of Assent,

Contractor shall issue notice to the parties to the PLA including the unions at the addressed set

forth in Attachment B to the PLA, providing the Contractor’s address at which notice is to be

provided when notice to the Contractor is required under the provisions of the PLA.

Sincerely,

Contractor

By: __________________

Its: _____________

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ATTACHMENT B

UNION ADDRESSES

Gary Aycock Boilermakers, Ironship Builders, Local 627 1414 Dillingham Blvd. #206 Honolulu,Hawaii 96817-4818 808-832-1563 Lynn Kinney District Council 50 Painters & Allied Trades, Local 1791 2240 Young Street Honolulu, Hawaii Phone: 808-941-0991 Fax: 808-955-9091 Lynn Kinney District Council 50 Glaziers & Glass Workers, Local 1889 1001 Dillingham Blvd, Room 317 Honolulu, HI 96817 Phone: (808) 946-3329 Lynn Kinney District Council 50 Carpet, Linoleum, & Soft Tile, Local 1296 2240 Young Street Honolulu, Hawaii Phone: 808-942-3988 Fax: 808-946-6667 Lynn Kinney- District Council 50 Drywall, Tapers, & Finishers, Local 1944 2240 Young Street Honolulu, Hawaii Phone: 808-848-7766 Fax: 808-848-0429 Thaddeus Tomei Elevator Constructors, Local 126 707 Alakea Street, Suite 105 Honolulu, HI 96813 (808) 536-8653 FAX (808) 537-3779

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UNION ADDRESSES-Continued Ronald Taketa Hawaii Regional Council of Carpenters 1311 Houghtailing St. Honolulu, Hawai`i 96817 Phone: (808) 847-5761 Fax: (808) 841-0300 Ronan Kozuma Hawaii Teamsters and Allied Workers, Local 996 1817 Hart Street Honolulu, Hawaii 96819 Phone: (808) 847-6633 Doug Fulp International Asbestos Workers, Heat & Frost Insulators, Local 132 1019 Lauia Street, Bay #4 Kapolei, HI 96707 Phone: (808) 521-6405 Damien Kim International Brotherhood of Electrical Workers, Local 1186 1935 Hau Street, Room 400 Honolulu, HI 96819 Phone: (808) 847-5341 Nolan Moriwaki International Union of Bricklayers & Ceramic Tile Setters Local 1/ Plasterers & Cement Masons Local 630 2251 N. School Street Honolulu, HI 96819 Telephone: 841-0491 Joseph O’Donnell Iron Workers Local 625 94-497 Ukee Street Waipahu, HI 96797 Phone: (808) 671-4344 Fax: (808) 676-1144 Peter Ganaban Laborer’s International Union Local 368 1617 Palama Street Honolulu, HI 96817 Phone: (808) 841-5877 Fax: (808) 847-7829

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UNION ADDRESSES-Continued Pane Meatoga Operating Engineers Local 3 1432 Middle St. Honolulu, Hawaii 96819 Phone: (808) 845-7871 Fax: (808) 842-6438 Reginald Castanares Plumbers & Fitters Local 675 1109 Bethel Street Honolulu, Hawaii 96813 Telephone: (808) 536-5454 Fax: (808) 528-2629 Vaughn Chong Roofers, Waterproofers & Allied Workers United Union of Roofers Local 221 2045 Kam IV Road, Room 203 Honolulu, HI 96819 Ph: 808-847-5757 Fax: 848-8707

Arthur Tolentino Sheetmetal Workers I.A. Local 293 1405 N. King Street, 4th Floor Honolulu, HI 96817 Telephone: 841-5078