Massachusetts Clean Energy Center (MassCEC) Request For Proposals (RFP): Contractor to Provide Interim General Counsel Services Release Date: May 31, 2016 1 1 SUMMARY The Massachusetts Clean Energy Center ( MassCEC ) is requesting proposals from qualified firms and/or individuals that are able to provide interim general counsel services for a minimum 120 days to assist with organizational legal matters. Through this Request for Proposals ( RFP ), MassCEC seeks the legal services of one full-time attorney with 10 or more years of corporate law experience that would work mostly on-site at MassCEC s main office in downtown Boston beginning in August 2016 until January 2017. 2 BACKGROUND AND GOALS MassCEC is a quasi-public entity created under the Massachusetts Green Jobs Act of 2008 that is dedicated to accelerating the success of clean energy technologies, companies, and projects in Massachusetts while creating high-quality jobs and long-term economic growth for the people of Massachusetts. MassCEC has three main divisions: The Renewable Energy Generation Division provides grants and planning assistance to communities, businesses, and residents seeking to construct clean energy projects including solar, wind, biomass, hydro, water, and organics-to-energy technologies. The Innovation and Industry Support Division works with clean energy businesses to grow their operations, provides training and workforce development, advances industry reports and sector analysis, and acts as a facilitator across the clean energy ecosystem from academia and incubators to entrepreneurs and investors. The Investments in Clean Technology Division provides strategic and early-stage equity investments to growing clean energy companies in order to promote the development of innovative technologies, leverage private capital, and create jobs in the Commonwealth. MassCEC also owns and operates the Wind Technology Testing Center (WTTC), located in Charlestown. WTTC offers a full suite of certification tests for turbine blades up to ninety meters in length. WTTC
also offers the latest wind turbine blade testing and prototype development methodologies to help the wind industry deploy the next generation of land-based and offshore wind turbine technologies. Last, MassCEC manages the Marine Commerce Terminal in New Bedford, which completed construction in 2015. The Marine Commerce Terminal in New Bedford is a multi-purpose facility designed to support the construction, assembly and deployment of offshore wind projects, as well as handle bulk, break-bulk, container and large specialty marine cargo. The Terminal is among highest loading capacity ports on the East Coast. MassCEC s affairs are directed and governed by a 12-member Board of Directors, seven of whom are ex officio, with the remainder including members from the private and public sector appointed by the Governor. MassCEC employs roughly 60 full-time employees who focus on a wide variety of projects, tasks and initiatives within the organization. Employees at MassCEC come from diverse backgrounds and sector experience. More information about MassCEC and the organizational structure can be found at masscec.com. The selected service provider will be provided with more detailed information upon request. Currently, MassCEC s General Counsel is serving as the Interim CEO, and the Deputy General Counsel is serving as the Acting General Counsel. The rest of the legal department consists of an Associate General Counsel and a Director of Governmental Affairs. MassCEC also engages with outside counsel on specific topic areas, including but not limited to, equity investments and employment law. The Deputy General Counsel will be going out on parental leave and so senior management is working to add a general counsel resource to the legal team from roughly late August 2016 until late January 2017, as MassCEC manages through these transitions. The ideal interim counsel will have extensive experience in providing interim general counsel legal services in an in-house corporate setting, and a proven track record of seamlessly transitioning into the interim role and delivering high-quality legal advice and service. Please contact Rebecca Deusser (Chief of Staff), for all questions at rdeusser@masscec.com or (617) 315-9354. For emailed questions, Interim General Counsel Services should appear in the subject line. 2.1. ESTIMATED TIMELINE OF PROCESS RFP Release Tuesday, May 31, 2016 Proposals Due Tuesday, June 14, 2016 Anticipated Selection Date July 1, 2016 Anticipated Start Date August 1, 2016 2
3 PERFORMANCE AND CONTRACT SPECIFICATIONS 3.1. SCOPE OF WORK The selected interim counsel will be required to assist the organization with a variety of legal matters including but not limited to: Provide clear and concise legal advice as requested or required; Negotiate, review and draft all contracts, grants, loans, and some investments entered into by the MassCEC; Review all program documentation and solicitation documents and review all vendor solicitations; Draft materials for the Board of Directors and subcommittee meetings and attending those board meetings; Work with other state and federal agencies to help structure business deals that leverage the use of MassCEC funds; Manage the Associate General Counsel and assign tasks and provide relevant feedback; Supervise and direct some outside legal counsel employed by MassCEC; Oversee legal matters pertaining to the operation of the Wind Technology Testing Center and Marine Commerce Terminal in New Bedford; and Other tasks as directed by the CEO, CFO or Chief of Staff 3.2. ANTICIPATED TIMELINE OF CONTRACT A final contract is subject to successful negotiation of a final budget and scope of services. MassCEC s selection of an interim counsel pursuant to this RFP does not mean that MassCEC accepts all aspects of the proposal, modifications to which may be requested and agreed to during contract negotiations. It is anticipated that the contract will commence in August 2016 and continue until roughly the end of January 2017. The contract will be reviewed during its course and may be extended at the sole discretion of MassCEC. 4 PROPOSAL AND REVIEW PROCESS 4.1. PROPOSAL REQUIREMENTS It is strongly preferred that the entire Proposal is no longer then three (3) pages in length, not including the required attachments. Information required for the Proposal includes the following: 3
RFP No. 2016 531- Interim General Counsel Services Proposal: All responses must include a statement of qualifications, experience and description of the applicant firm and/or individual and project leaders. Please describe the applicant s current and historical expertise in providing the services identified in this RFP, including experience working with government/quasi-public entities. Using the Scope of Work provided above, submit a proposed work plan and budget. References (One Page): All responses must include reference contacts from at least three clients of the applicant, and preferably clients who are similar to MassCEC. Please provide a description of the services provided. Rate sheet submission (One Page): Please include rate options for potential team members that would provide the interim services. Authorized Applicant s Signature and Acceptance Form It is the sole responsibility of the applicant to ensure that its Proposal is complete and properly submitted. At its discretion, MassCEC may request supplemental materials from the applicant and such materials must be submitted within five (5) days of the request or the Proposal may be rejected without further review. The completed Proposal and all other documentation should be submitted to Rebecca Deusser at rdeusser@masscec.com. Please send the minimum number of files possible. Interim General Counsel Services must appear in the email subject line. Proposals must be received no later than Tuesday, June 14, 2016 at noon EST. 4.2. EVALUATION CRITERIA The desired interim counsel will have significant experience providing hands on General Counsel services, and the relevant team member will have the necessary perspective and expertise to achieve all aspects of the Scope of Work described above. MassCEC will evaluate proposals to determine if the interim counsel has: Experience working in-house and/or with government and quasi-public entities, as well as knowledge of administering grant and investment programs; Ability to work with MassCEC s internal senior management team, junior associates, program teams and outside counsel; Ability to fill this interim legal role in an uninterrupted way and seamlessly transition upon the return of legal staff to their permanent positions; Experience with entity and departmental management and maintenance; Strong experience with contracts, corporate transactions, and corporate governance; 4
RFP No. 2016 531- Interim General Counsel Services Energy background a plus, but is not required. Demonstrated aptitude to understand complex and new products, systems, innovations and business concepts as well as market opportunities and challenges is required; Experience with venture capital deals is preferred, but not required; Demonstrated ability to obtain and review complex information and clearly articulate conclusions and associated recommendations; Excellent oral and written communication skills; and Demonstrated ability to manage multiple priorities effectively. 5 GENERAL RFP CONDITIONS 5.1. NOTICE OF PUBLIC DISCLOSURE General Statement As a public entity, MassCEC is subject to Massachusetts Public Records Law, codified at Chapter 66 of the Massachusetts General Laws. Thus, any documentary material, data, or other information received by MassCEC from an Applicant is a public record subject to disclosure. Materials that fall under certain categories, however, may be exempt from public disclosure under a statutory or common law exemption. Applicant agrees and acknowledges that it shall not submit any confidential information to MassCEC. 5.2. DISCLAIMER This RFP does not commit MassCEC to award any funds, pay any costs incurred in preparing an application, or procure or contract for services or supplies. MassCEC reserves the right to accept or reject any or all applications received, negotiate with all qualified applicants, cancel or modify the Mini- Bid in part or in its entirety, or change the application guidelines, when it is in its best interests. Checklist Proposal Rate Sheet References Attachment A: Authorized Applicant s Signature and Acceptance Form 5
ATTACHMENT A - AUTHORIZED APPLICANT S SIGNATURE AND ACCEPTANCE FORM Request For Proposals (RFP): Contractor to Provide Interim General Counsel Services RFP No. 2016 531-Interim General Counsel Services Applicant Name (as shown on your income tax return) Applicant Business Name, if different than above Applicant Address (number, street, apt. or suite no., city, state and ZIP) Applicant Main Contact/s for the purpose of this Proposal (name, title, phone and email. Include address if different than above) The undersigned is a duly authorized representative of the applicant listed below. The applicant has read and understands the RFP requirements. The undersigned acknowledges that all of the terms and conditions of the RFP are mandatory. The applicant understands that, if selected by MassCEC pursuant to this RFP, the applicant will detail and execute a contract that outlines the respective roles and responsibilities of the parties. The applicant understands that all materials submitted as part of the application are subject to disclosure under the Massachusetts Public Records Law, as explained in the RFP, and acknowledges and agrees that MassCEC has no obligation, and retains the sole discretion to fund or choose not to fund the application set forth herein, and that MassCEC s receipt of the application does not imply any promise of funding at any time. I certify that the statements made in this application, including all attachments and exhibits, are true and correct to the best of my knowledge. Applicant: (Printed Name of Applicant) By: (Signature of Applicant or Authorized Representative) Title: Date: 6