OTE 201210 Sample Feasibility TO by GY53Q45

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									                                          Task Order 13-1
                                     between (GRANTEE NAME)
                        and the Massachusetts Clean Energy Technology Center


        This Task Order 13-1 (the “Task Order”) dated September 1, 2012 (the “Effective Date”) between
the Massachusetts Clean Energy Technology Center (“MassCEC”) and the (GRANTEE NAME)
(“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 (TYPE OF ENTITY), with a (wastewater treatment plant/food processing
facility/farm/etc.) at (SITE ADDRESS), has submitted an application for funding to conduct a feasibility
study (the “Project”); and
        Whereas, MassCEC approved the release of funds to Grantee for the Project on September 1,
2012,
      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 November
    30, 2013.
2. Performance of the Work
    The 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”). The 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 the 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)
                     Amanda Treat, Project Administrator, (atreat@masscec.com) (617-315-9319)
        For Grantee: John Doe, Director (JDoe@email.com) (508-555-1234)

   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(c)),
       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 the MassCEC’s Project Manager with the following
       Deliverables, as set forth in the Project Plan (the “Deliverables”):

          a. Community Engagement Report. Report on public outreach activities and stakeholder
             engagement as described in Attachment 1.
                                      Task Order 13-1: GRANTEE NAME



         b. Draft Feasibility Study. Electronic draft version of the Feasibility Study in the form of an
            editable Word document. The study shall be written in accordance with the Feasibility
            Study Outline appended hereto as Attachment 2.

         c.   Final Feasibility Study: Final version of the study in both hard copy and electronic PDF or
              Word file. This must be accompanied by an invoice as set forth in Section 7.

   b) Schedule. A schedule for submission of Deliverables is included in the Project Plan. Any
      changes to the schedule must be approved by the 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.
   b) Cost Reimbursement and Cost Sharing. Grantee shall be compensated on a cost-reimbursement
      basis for actual direct costs incurred 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 __ percent (X%) of the actual costs incurred for eligible cost elements (the “Cost Share”).
      The sources and amount of Grantee’s Cost Share are set forth in the Project Budget.
   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 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.

   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.
6. Tax Forms and Grant Taxability

   Grantee shall provide 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 secure
   email address Finance@masscec.com.

   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

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                                       Task Order 13-1: GRANTEE NAME



   In consideration of this Task Order and the Agreement, and as full compensation for MassCEC’s
   share of the costs for the performance of all work and in respect of all other direct and indirect costs,
   charges or expenses incurred in connection therewith, MassCEC shall pay to the Grantee a
   maximum amount of ___Dollars ($xxxxx) for the cost elements identified in the Project Budget to be
   funded with MassCEC funds, subject to the provisions and restrictions contained herein. 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.

   The Grantee shall be compensated on a cost-reimbursement basis for actual costs incurred in the
   performance of the Project Plan. The foregoing notwithstanding, MassCEC’s share of the actual
   costs incurred shall not cause the Grantee’s Cost Share to be lower than the amount specified in
   Section 5.b.

8. Payments and Invoices
   The Grantee shall follow Generally Accepted Accounting Principles (“GAAP”) as well as any
   applicable accounting standards related to the Grantee’s receipt of other federal or state funds. If
   there is not an applicable standard for Grantee, Grantee shall follow Part 31 of the Federal
   Acquisition Regulations.
   a) Allowable Charges.
           i. Direct Costs. The Grantee shall be reimbursed for direct costs incurred in the performance of
              the Project Plan and as specified on a line item of the Project Budget, as follows:
              1. Subcontractors/Consultants: services provided by Grantee’s subcontractors/ consultants,
                 including their travel, at the actual cost paid for Project services which shall not exceed
                 the amount set forth in the Project Budget;
              2. Direct Materials: the cost of direct materials purchased which shall not exceed the
                 amount set forth in the Project Budget; and
              3. Other Direct Costs: the cost of other direct materials purchased or costs incurred which
                 shall not exceed the amount set forth in the Project Budget. (e.g., postage, telephone,
                 publications, graphics, etc.).
   b) Budget Adjustments. The foregoing notwithstanding, the parties acknowledge that the costs
      listed in the Project Budget are estimated. Therefore, within each category mentioned above
      (e.g., Subcontractors/Consultants, Direct Materials), Grantee may shift funds between the line
      items listed, provided that the totals for each category as set forth in the Project Budget are not
      exceeded. Additionally, Grantee may, with the prior written permission of the MassCEC Project
      Manager, shift funds between categories. Grantee may not, however, increase the hourly rates
      as listed in the Project Budget.
   c) Payment Terms. MassCEC shall pay the Grantee within forty-five (45) days after receipt of a
      properly documented invoice, unless MassCEC should determine that any such payment or any
      part thereof is otherwise not properly payable pursuant to the terms of this Agreement or the
      Project Budget.
   d) Invoices/Payment Schedule
      i.      The Grant shall be disbursed in one payment upon MassCEC’s receipt and acceptance of the
              Final Report and an appropriately documented invoice. The payment shall be based on
              actual costs incurred subject to the Cost Share requirements and the maximum commitment
              as set forth in Section 6. MassCEC shall ensure that the Grantee is reimbursed for no more
              than ___percent (XX%) of the actual costs incurred.
     ii.      Invoices shall be addressed to MassCEC’s Project Administrator set forth in Section 3(a)
              above. The invoice shall make 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 total Project costs incurred. These shall be broken down into
              MassCEC’s funding share and Grantee’s Cost Share. They shall be in a format consistent


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                                      Task Order 13-1: GRANTEE NAME



           with the cost categories set forth in the Project Budget. Invoices shall provide reasonable
           documentation to provide evidence of actual costs incurred, including:
                (a) Subcontractors/Consultants: copies of invoices for such subcontractors/ consultants
                    which have been reviewed and approved by Grantee prior to submission to
                    MassCEC and proof of payment (i.e. cancelled checks); and
                (b) Direct Materials/Other Direct Costs: all direct materials and other direct costs shall be
                    itemized on the invoice and supported by documentation such as vendor invoices,
                    expense receipts and proof of payment (e.g., cancelled checks) or other
                    documentation as required by MassCEC.

9. Conditions of Grant
   Grantee agrees that MassCEC shall have the right to rescind this award 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; or
   b) Changes key subcontractors or consultants without prior approval of the MassCEC project
      manager.

10. Insurance
    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.

11. 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.

12. 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 the 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:
           a.   Attachment 1 – Project Plan, Deliverables, and Schedule
           b.   Attachment 2 – Feasibility Study Outline
           c.   Attachment 3 – Project Budget
           d.   Attachment 4 – Notice of Confidential Information Cover Letter

13. 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.



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                                     Task Order 13-1: GRANTEE NAME



14. Public Records
   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 the MassCEC from Grantee 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, including the limited exemption at Massachusetts General Laws Chapter
   23J, Section 2(k) regarding confidential information submitted to MassCEC by an applicant for any
   form of assistance. Specifically, materials that fall under one of the following categories may be
   determined to be not public records and thus not subject to disclosure:
       • Information, documents, or data that consist of trade secrets;

       • Information, documents, or data that consist of commercial or financial information regarding the
            operation of any business conducted by Grantee; and

       • Information, documents, or data regarding Grantee’s competitive position in a particular field of
            endeavor.
   Grantee may assert a claim of confidentiality for these categories of materials by clearly identifying
   the documents, reports, or other information for which it wishes to receive confidential treatment and
   by completing and attaching the confidentiality cover letter shown in Attachment 4.




                                [Remainder of Page Intentionally Blank]




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                                     Task Order 13-1: GRANTEE NAME




In witness whereof, the parties hereto set their hands as a document under seal:


Massachusetts Clean Energy Technology Center           (GRANTEE NAME)



By:                                                    By:

Name: Alicia Barton McDevitt                           Name: John Doe

Title:   Chief Executive Officer                       Title:   Director

Date:                                                  Date:




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                                       Task Order 13-1: GRANTEE NAME


                                               Attachment 1

                                Project Plan, Deliverables and Schedule

Summary
A feasibility study will be conducted for the (GRANTEE NAME) to (PROJECT DESCRIPTION: explore the
addition of an anaerobic digestion system that can process source-separated organics and generate
electric and/or heat energy. )


Deliverables

Feasibility Milestone #1 – Community Engagement Report
       Report on public outreach activities and stakeholder engagement, addressing types of
        stakeholders identified (e.g., abutters, local environmental committee, elected officials, Board of
        Health, etc., as appropriate), how the feasibility process was communicated to them, how
        comments and concerns were solicited and what they were, and the actions to be taken to
        address the community’s concerns throughout the remainder of the feasibility study
Feasibility Milestone #2 – Draft Report:
       Draft feasibility study addressing the subjects outlined in Attachment 2. The study shall include,
        either as an appendix or within relevant sections of the report, discussion of actions taken to
        address community concerns. The draft submitted to MassCEC should reflect Grantee’s prior
        review with the consultant and should be in an editable Word format.
Feasibility Milestone #3 – Final Report:
       Final feasibility study, addressing MassCEC’s comments, if any, provided on the draft feasibility
        study. Submit one hard copy and one electronic Word or PDF file.
       Invoice with backup documentation
       W-9 submitted to finance@masscec.com with subject line “W-9 for Commonwealth Organics-to-
        Energy” (do NOT include a copy with other deliverables)


Schedule

               Milestone/Deliverable                Milestone Completed by:
                                                [will be scheduled upon
        Kick-off Meeting
                                                execution of award]
        Feasibility Milestone #1
                                                December 1, 2012
        Community Engagement Report
        Feasibility Milestone #2
                                                September 1, 2013
        Draft Report
        Feasibility Milestone #3
                                                November 1, 2013
        Final Report


Payments
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 and a signed letter stating
requested amount.




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                                    Task Order 13-1: GRANTEE NAME



                                           Attachment 2
                          Feasibility Study Outline for (GRANTEE NAME)

(Outline will be specific to project)




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Task Order 13-1: GRANTEE NAME




       Attachment 3
    PROJECT BUDGET




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                                      Task Order 13-1: GRANTEE NAME




                                              Attachment 4

                  Notice of Confidential Information Cover Letter

This cover letter notifies MassCEC as to the confidentiality of information submitted by the
applicant for support indicated below. If this cover letter is not included with information
submitted to MassCEC when the information is received by MassCEC, then such information may
be made publicly available without further notice to you. All confidentiality claims are subject to
verification by MassCEC.

POLICY: 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, or created by MassCEC, 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, including the limited exemption at Massachusetts General Laws
Chapter 23J, Section 2(k) regarding confidential information submitted to MassCEC by an applicant for
any form of assistance.
PROCEDURE: In order to make a claim of confidentiality for these categories of materials that may be
exempt from disclosure, you must:
     (1) Complete all fields below;
     (2) Submit this cover letter with any information for which you are requesting confidential treatment.
         Please submit a separate cover letter with each separate submission;
     (3) Prominently mark each page containing confidential information “CONFIDENTIAL”; and
     (4) Submit a copy of all non-confidential information (including any redacted versions of partially
         confidential documents) separate from all materials for which you request confidential treatment.

  Name:                                               Address:



  Category (check all that apply):
      Information, documents, or data that consist of trade secrets
      Information, documents, or data that consist of commercial or financial information regarding
  the operation of the business conducted
      Information, documents, or data regarding the applicant’s competitive position in a particular
  field or endeavor


  If substantial harm would result from disclosure, state what those harmful effects would be and
  their causal connection to disclosure of the information:




  Period of time for which confidential treatment is desired (e.g., until a certain date, until the
  occurrence of a specific event, or permanently):


  Date:                               Signature:


 Application Number (if               Printed Name (and title, if applicable):
 applicable):


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