Appendix B-1 Feasibility Study Task Order Template
Task Order <Insert No.> between <Grantee> and the Massachusetts Clean Energy Technology Center This Task Order <Insert No.> dated <Insert Date> (the Effective Date ) between Massachusetts Clean Energy Technology Center ( MassCEC ) and <Insert Name of Grantee> ( Grantee ) incorporates by reference the General Terms and Conditions (the Agreement ) agreed to by Grantee as part of its application for funding. Capitalized terms used and not otherwise defined in this Task Order shall have the meanings ascribed to such terms in the General Term and Conditions. In the event of any conflict between this Task Order and the General Terms and Conditions, this Task Order shall govern. Whereas, Grantee, a <Insert type of entity>, with a <principal place of business OR residing> at <Insert Address>, has submitted an application for funding to <Insert project description> (the Project ); and Whereas, MassCEC approved the release of funds to Grantee for the Project on <Insert Date>. Now therefore, pursuant to the terms and conditions of the Agreement and this Task Order, MassCEC and Grantee agree as follows: 1. Term The term of this Task Order shall commence upon the Effective Date and shall expire on <Insert Date>. 2. Performance of the Work Grantee shall perform the work in accordance with the Project Plan in Attachment 1 ( Project Plan ) and the Project Budget in Attachment 3 ( Project Budget ). Grantee is solely responsible for all Project decisions, the preparation of all plans and specifications, and for developing the Project in accordance with the Project Plan. 3. Project Personnel a) Both MassCEC and Grantee have designated the following personnel to support effective communication between MassCEC and Grantee and to report on the Project s progress. Each party will endeavor to maintain the continuity of its respective Project Personnel. For MassCEC: Amy Barad, Project Manager (abarad@masscec.com) (617-315-9310) Karen Kao, Project Administrator, (kkao@masscec.com) (617-315-9331) For Grantee: (<email address>) (<telephone no.>) b) Any notice hereunder shall be in writing and shall be sent either (i) by facsimile or other electronic transmission, (ii) by courier, or (iii) by first class mail, postage prepaid, addressed to the Project Manager listed in Section 3(a) at the address indicated in the preamble of this Agreement (or to such other address as a Party may provide by notice to the Party pursuant to this Section 3(b)), and shall be effective (i) when dispatched if sent by facsimile or other electronic transmission, (ii) if sent by courier, one day after dispatch, (iii) if sent by first class mail, five days after its date of posting. 4. Deliverables and Schedule a) Deliverables. Grantee shall provide MassCEC s Project Manager with the following Deliverables as set forth in the Project Plan (the Deliverables ). Submission of Deliverables by electronic means is preferable. i. Draft Final Feasibility Study. Grantee shall provide MassCEC with an electronic draft version of the Feasibility Study. The study shall be written in accordance with the Feasibility Study Outline appended hereto as Attachment 2. Grantee must review
consultant work products and ensure that its comments have been addressed prior to submission to MassCEC. The text of the document shall be submitted in an editable Word format. ii. Final Feasibility Study: Grantee shall review any comments by MassCEC on the Draft Final Feasibility Study and make any appropriate modifications. Grantee shall provide MassCEC with the final version of the study in electronic PDF or Word file format. b) Schedule. A schedule for submission of deliverables is included in the Project Plan. Any changes to the schedule must be approved by MassCEC s Project Manager in writing in advance, and shall be accepted without need for a formal amendment to this Task Order provided that such changes shall not exceed the Term of this Task Order as set forth in Section 1 hereof. Failure to meet project milestones may result in forfeiture of the grant. 5. Other Requirements a) Program Evaluation. Grantee agrees to support MassCEC's program evaluation activities, and MassCEC's goal to disseminate information regarding Grantee s experiences. To this end, the Grantee agrees that its key personnel and contractors working on the Project will be available at reasonable times with advance notice to be interviewed by MassCEC or its authorized representatives for purposes of program evaluation or case study development. This paragraph shall survive this Task Order for three years beyond the date the final deliverable is submitted. b) Cost Reimbursement and Cost Sharing. Grantee shall be compensated based on completion of milestones and provision of the required Deliverables in the performance of the Project Plan. As a condition of the Grant, Grantee shall share the costs for performance of the Project Plan in an amount that is equal to at least [PERCENTAGE COST SHARE: percent ( %)] of the Allowable Expenses incurred (the Cost Share ). The Cost Share can be cash or Grantee s direct labor valued at current hourly pay rates (excluding benefits) and subject to the limitation that direct labor represents no more than 50% of Allowable Expenses. The sources and amount of Grantee s Cost Share are set forth in the Project Budget. Grantee shall submit with the invoice for payment the Expenditure and Cost Share Certification Statement attached in Attachment 4. c) Project Requirements. It is Grantee s responsibility to ensure that the Project (i) proceeds in a timely fashion; (ii) adheres to the schedule set forth in the Project Plan and (iii) follows the Feasibility Study Outline set forth in Attachment 2. Grantee must complete the Draft Final Feasibility Report within 12 months of the Effective Date set forth in Section 1, and the Final Feasibility Report within 15 months of the Effective Date. MassCEC will not provide any additional time to complete the Final Feasibility Study, and grants may be rescinded if these timelines are not met. d) Notification of Non-Viability of Project. Grantee shall promptly notify MassCEC if, during the course of the feasibility study, Grantee or its consultants determine that the project being studied features flaws that would preclude the subject facility from being constructed or achieving commercial operation. Upon such notification, MassCEC will determine the appropriate documentation to be submitted and equitable reimbursement for work performed to date, and the Grantee shall forfeit the remainder of the grant. The purpose of this provision is to avoid the unnecessary expenditure of MassCEC and Grantee resources on a project that clearly will not be pursued. e) Records Retention. Grantee shall retain records relating to the expenditures made and funds received in the performance of the project for seven years following submission of the final invoice, and shall make such records available to MassCEC or its agents in the conduct of any financial audits. 6. Tax Forms and Grant Taxability Grantee shall provide the MassCEC with a properly completed United States Internal Revenue Service Tax Form W-9 (the W-9 ). Failure to provide the W-9 shall be grounds for withholding grant payments until such W-9 is received. W-9s should be emailed to the email address finance@masscec.com. Page 2
Grants may be considered taxable income by the U.S. Internal Revenue Service and the Massachusetts Department of Revenue. All parties are strongly encouraged to consult with a tax professional to determine the federal and/or state tax implications of receipt of a grant. MassCEC will issue a Form 1099 to each Grantee who receives funds. A template W-9 Form and instructions will be provided for the Grantee to complete and return to MassCEC s finance department. 7. The Grant In consideration of the various obligations to be undertaken by Grantee pursuant to this Task Order and the Agreement, MassCEC shall pay to Grantee a maximum amount of Dollars ($ ) (the Grant ). The Parties agree that this is a maximum authorization, and MassCEC is under no obligation to transfer the full amount to Grantee, or any amount, in the event Grantee does not satisfy the requirements upon it to be completed prior to disbursement. In executing this Task Order, Grantee acknowledges and agrees that its receipt of the Grant does not create any rights of preferences for Grantee to receive subsequent funding from MassCEC for design and/or construction or otherwise. Throughout the duration of this Agreement, Grantee s Cost Share shall not be lower than the percentage specified in Section 5(b). Subject to Section 5(b) and subsection (c) below, MassCEC s final Grant Installment may be modified or reduced such that aggregate Grant Installments shall not be more than [ ] percent of overall costs of the Project based on the Expenditure and Cost Share Certification Statement. Grantee agrees that MassCEC shall have the right to reduce or rescind the Grant if, as determined by MassCEC in its sole discretion, the Grantee: a) substantially changes the purpose or scope of the study without prior approval of the MassCEC project manager; b) changes key subcontractors or consultants without prior approval of the MassCEC Project Manager; or c) fails to meet Cost Share requirements or misrepresents or provides inaccurate information on the Expenditure and Cost Share Certification Statement. Please note that the Grant may be reduced to ensure that the Cost Share requirement is met. 8. Allowable Expenses and Grant Disbursement a) Budget Adjustments. Allowable Expenses are those expenses that are identified in the Project Budget. The foregoing notwithstanding, the parties acknowledge that the costs listed in the Project Budget are estimates. Therefore, within each category identified in the Budget (e.g. Direct Labor, Subcontractors/Consultants), Grantee may shift funds between the line items listed, or from Direct Labor to Subcontractors/Consultants. However, Grantee may shift funds from Subcontractors/Consultants to Direct Labor only with the prior written permission of the MassCEC Project Manager. b) Invoice and Payment i. The Grant shall be disbursed in one payment upon MassCEC s receipt and acceptance of the Final Report and an appropriately documented invoice, including the Expenditure and Cost Share Certification Statement that certifies that the cost share requirement has been met, based upon Allowable Expenses incurred and payments made by Grantee. The disbursement shall be based on actual Allowable Expenses incurred, the Cost Share requirements, and the maximum commitment as set forth in Section 7. MassCEC shall ensure that Grantee is reimbursed for no more than percent ( %) of the actual costs incurred. ii. Invoices shall be addressed to MassCEC s Project Manager and Project Administrator set forth in Section 3(a) above. The signed invoice on Grantee s letterhead, shall make Page 3
iii. 9. Insurance reference to the Task Order Number set forth above and shall identify the individual to be contacted for questions and/or clarification of charges. The invoice shall set forth the total Allowable Expenses incurred, broken down into the cost categories set forth in the Project Budget, (i.e., Direct Labor, Subcontractors/Consultants, Direct Materials, and Other Direct Costs), and shall identify the amounts paid to each. The invoice shall be submitted electronically to the MassCEC personnel listed in Section 3(a), above. Upon satisfying the foregoing, within forty-five (45) days after receipt of an invoice, MassCEC will pay a Grant Installment to Grantee. MassCEC recommends that Grantee purchase and maintain adequate insurance coverage until completion of the Project. GRANTEE ACKNOWLEDGES THE SUFFICIENCY OF THE TYPES AND AMOUNTS OF INSURANCE COVERAGE MAINTAINED AND THE APPROPRIATENESS OF THOSE COVERAGES FOR THE DURATION OF PROJECT. The carrying of any of the insurance required hereunder shall not be interpreted as relieving the Grantee of any responsibility to MassCEC, and the amount and type of insurance coverage will in no way be construed as limiting the scope of indemnification under the Agreement, as incorporated herein. In addition, to the fullest extent permitted by law, Grantee shall indemnify and hold harmless the Covered Persons from and against all Damages sustained, incurred or suffered by or imposed upon any Covered Person arising out of or relating to Grantee s performance or failure to perform pursuant to this Section 10. 10. Affirmation of Warranties and Certifications Grantee hereby represents and warrants that, as of the date of this Task Order, all of the representations, warranties and certifications of Grantee set forth in the General Terms and Conditions are true and correct and Grantee is in compliance with all of Grantee s obligations under the General Terms and Conditions and each other Task Order between MassCEC and Grantee. 11. Amendments, Entire Agreement and Attachments All conditions, covenants, duties and obligations contained in this Task Order may be amended only through a written amendment signed by Grantee and MassCEC. Except for the General Terms and Conditions incorporated herein by reference, the parties understand and agree that this Task Order supersedes all other verbal and written agreements and negotiations by the parties regarding the Project set forth herein. The following are attached and incorporated into this Task Order: i. Attachment 1 Project Plan, and Milestone Requirements Table ii. Attachment 2 Feasibility Study Outline iii. Attachment 3 Project Budget iv. Attachment 4 Expenditure and Cost-Share Certification Statement 12. Counterparts This Task Order may be executed in two or more counterparts, and by different parties hereto on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. [Remainder of Page Intentionally Blank] Page 4
In witness whereof, the parties hereto set their hands as a document under seal: Massachusetts Clean Energy Technology Center <Grantee> By: Name: Stephen Pike By: Name: Title: Interim Chief Executive Officer Title: Date: Date: Page 5
Attachment 1 Project Plan, Deliverables and Schedule Summary <Insert description> Schedule Milestone/Deliverable Milestone Completed by: Maximum Grant Installment Kick-off Meeting Draft Final Feasibility Study Submitted to MassCEC Final Feasibility Study Submitted to MassCEC [will be scheduled upon execution of award] N/A N/A [ ] Payment The Grant shall be disbursed in one payment upon MassCEC s receipt and acceptance of the Final Feasibility Study. Invoice for payment must be accompanied by Grantee s W-9, a signed letter stating requested amount, and the Expenditure and Cost Share Certification. Page 6
Attachment 2 Feasibility Study Outline for <Insert Project Name> [Note: It is the responsibility of the Applicant/Grantee to ensure that all topics relevant to their particular project are included. Draft Final version must be submitted as an editable Word document to facilitate comment by MassCEC.] Page 7
Attachment 3 Project Budget Page 8
Attachment 4 Expenditure and Cost-Share Certification Statement Grantee Name: Date Submitted: Requested Grant Amount: This Expenditure and Cost Share Certification is subject to the Task Order, by and between Grantee and MassCEC. By signing below, the undersigned certifies that: 1. S/he is authorized to sign on behalf of the Grantee; 2. Exhibit A* attached hereto sets forth a complete and accurate detailed summary of the Allowable Expenses incurred by and the payments made by Grantee, in connection with Grantee s completion of the Payment Milestone; 3. Exhibit A, including but not limited to the calculation of the amount payable to grantee, complies in all respects with the Cost Share requirements set forth in Section 5(b) of the Task Order; and 4. Grantee will use the grant funds to promptly pay its vendors for any amounts incurred but not yet fully paid. By: Name: Title: *Please complete an Expenditure and Cost Share Summary table, and attach to this certification for submission. (Note that any formulas in any electronic version of the worksheet provided by MassCEC are for Grantee s convenience only and are not to be relied upon by Grantee for certification purposes.) Page 9