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Attachment B

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Draft Feasibility Study. Grantee shall provide the Trust with a draft version of the Feasibility Draft Feasibility Report. Final Feasibility Report

     Task Order 09-1

    Between

    And the Massachusetts Technology Collaborative

     This Task Order 09-1 dated , 2009, between Massachusetts Technology Collaborative (―MTC‖), as contracting entity for the Massachusetts Renewable Energy Trust (the ―Trust‖)

    and (―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 09-1 shall have the meanings ascribed to such terms in the General Term and

    Conditions. In the event of any conflict between this Task Order 09-1 and the General Terms and

    Conditions, this Task Order 09-1 shall govern.

     Whereas, the Trust is offering financial assistance in the form of grants to entities which have

    submitted a request for funding consistent with the statutory goals set forth in M.G.L. c.40J, and the

    Trust’s Direction Statement and Operating Plan;

    Whereas, Grantee, a , with a principal place of business at , has submitted an

    application for funding to (the ―Project‖); and

    Whereas, the Trust’s Governing Board approved the release of funds to Grantee for the Project

    on .

    Now therefore, pursuant to the terms and conditions of the Agreement and this Task Order 09-1,

    MTC, the Trust and Grantee agree as follows:

    1. Term

    The term of this Task Order 09-1 shall commence (the ―Effective Date‖), and shall expire on

     .

    2. Performance of the Work

    The Grantee shall perform the work, or cause the work to be performed, in accordance with the

    Project Plan in Attachment 1 (―Project Plan‖) and the Project Budget in Attachment 2 (―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 the Trust and Grantee have designated the following Persons to serve as Project Manager

    to support effective communication between the Trust 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 the Trust:

     , Project Administrator, ( @masstech.org) (508-870-0312 ext )

    For Grantee:

    b) Any notice hereunder shall be in writing and shall be sent either (i) by facsimile, (ii) by courier, or

    (iii) by first class mail, postage, prepaid, addressed to the Project Personnel listed in Section 3(a)

    at the addresses of such Persons indicated in the preamble of this Task Order 09-1 (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) if dispatched by facsimile and delivery is electronically confirmed by said

    media, the day such electronic confirmation is received, (ii) if sent by courier, one business day

    after dispatch, (iii) if sent by first class mail, five business days after its date of posting.

    4. Deliverables

    Grantee shall provide the Trust’s Project Administrator with the following Deliverables as set forth in

    the schedule in the Project Plan. The parties acknowledge that the dates listed in the schedule in the

    Project Plan are estimates and subject to change. Any changes to the schedule must be approved

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-01

     by the Trust’s Project Manager in writing in advance, and shall be accepted without need for a written

    amendment to this Task Order 09-1 provided that such changes shall not exceed the Term of this

    Task Order 09-1 as set forth in Section 2 hereof.

    b) Draft Feasibility Study. Grantee shall provide the Trust with a draft version of the Feasibility

    Study. The Feasibility Study shall be created in accordance with the Feasibility Study

    Requirements appended hereto as Attachment 3.

    c) Final Feasibility Study: Grantee shall provide the Trust with the final version of the Feasibility

    Study. This must be accompanied by a final invoice as set forth in Section 7.

    3. Other Requirements

    a) Program Evaluation. The Grantee agrees to support the Trust's program evaluation activities,

    and the Trust'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 the Trust or its authorized

    representatives for purposes of program evaluation or case study development.

    b) Cost Reimbursement and Cost Sharing. As a condition of the Grant, Grantee shall share at least

    fifteen percent (15%) of the costs for performance of the Project Plan. In the event the Grantee is

    a non-public entity, Grantee shall share the costs for performance of the Project Plan in an

    amount that is equal to at least twenty percent (20%) of the actual costs incurred (the ―Cost

    Share‖). The Cost Share must be in the form of cash only. For purposes of satisfying the Cost

    Share requirement, Grantee may provide evidence of payments to subcontractors/ consultants,

    direct materials and/or costs and travel. The sources and amount of Grantee’s Cost Share are set

    forth in the Project Budget. In the event that the Grantee is a Public Entity, no Cost Share shall

    be required.

    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) meets the

    minimum technical requirements set forth in Attachment 4. Grantee must complete the Final

    Feasibility Study within 20 months of the Effective Date set forth in Section 2 if installing a

    meteorological tower and within 9 months of the Effective Date set forth in Section 2 in not

    installing a meteorological tower. The Trust will not provide any additional time to complete the

    Final Feasibility Study.

    6. The Grant

    The Grantee shall be compensated on a cost-reimbursement basis for actual costs incurred in the

    performance of the Project Plan. The foregoing notwithstanding, the Trust’s share of the actual costs

    incurred shall not exceed seventy-five percent of the actual costs incurred, subject to a maximum of

     Dollars ($ ).

    7. 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. Direct Labor: services performed by Grantee’s employees under the terms of this

    Agreement at the actual labor rate per hour for each employee or the rate set forth in the

    Project Budget for the employee, whichever is less;

    2. Subcontractors/Consultants: services provided by Grantee’s subcontractors/ consultants

    at the actual cost paid for Project services which shall not exceed the amount set forth in

    the Project Budget;

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     3. Direct Materials: the cost of direct materials purchased which shall not exceed the

    amounts set forth in the Project Budget;

    4. Other Direct Costs: the cost of other direct materials purchased or costs incurred which

    shall not exceed the amounts set forth in the Project Budget. (e.g., postage, telephone,

    publications, graphics, etc.); and

    5. Travel: he reasonable and necessary costs incurred for travel, lodging, meals and

    incidental expenses, as set forth in the Project Budget. Reimbursement for the use of

    personal vehicles shall be limited to the Internal Revenue Service business standard

    mileage rate.

    ii. Indirect Costs. The Grantee shall be reimbursed for such indirect costs (e.g., General and

    Administrative Overhead) at their government-approved rate or at the Grantee’s actual

    indirect cost rate calculated in accordance with Part 31 of the Federal Acquisition Regulations

    which shall not exceed the rate set forth in the Project Budget. Unless otherwise agreed

    between the parties, General and Administrative Overhead may be calculated as a

    percentage of the Direct Labor costs only. Therefore, Grantee shall not be reimbursed for

    any overhead charges or mark-up charges on any consultant/subcontractor invoices, travel

    expenses, or direct costs, material or other.

    b) Budget Adjustments. The foregoing notwithstanding, the parties acknowledge that the costs

    listed in the Project Budget are estimated. Therefore, Grantee may, shift funds between the cost

    categories as set forth in the Project Budget. Grantee may not, however, increase the hourly

    rates as listed in the Project Budget.

    c) Payment Terms. MTC shall pay the Grantee within forty-five (45) days after receipt of a properly

    documented invoice, unless the Trust 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 the Trust’s receipt and acceptance of the

    Final Report as set forth in Section 4(b) (the ―Final Payment‖).

    --OR

    The Grant shall be disbursed in two payments as follows: (1) upon the installation of the

    Meteorological Tower and Equipment, Grantee shall submit an appropriately-documented

    invoice to MTC in an amount not to exceed $15,000; and (2) upon MTC’s receipt and

    acceptance of the Final Report as set forth in Section 4(b), MTC shall pay to the Grantee the

    final payment (the ―Final Payment‖) based on actual costs incurred and consisting of the total

    amount payable less all payments previously made to the Grantee with respect thereto and

    subject to the required Cost Share and the maximum commitment as set forth in Section 6.

    ii. Invoices shall be addressed to the Trust’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

    set forth total Project costs incurred. These shall be broken down into MTC’s funding share

    and Grantee’s cost-share. They shall be in a format consistent with the cost categories set

    forth in the Project Budget. Invoices shall provide reasonable documentation to provide

    evidence of actual costs incurred, including:

    1. Direct Labor: for each employee, the name, title, and number of hours worked or, if

    supported by an appropriate allocation method, the percentage of effort expended;

    2. Subcontractors/Consultants: copies of invoices for such subcontractors/consultants

    which have been reviewed and approved, in writing, by Grantee prior to submission to

    MTC; and

    3. Direct Costs/Travel: all direct costs and travel expenses shall be itemized on the invoice

    and supported by documentation such as vendor invoices, travel vouchers, expense

    receipts or other documentation as required by MTC.

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     8. Insurance

    Grantee shall obtain and maintain in effect for the term of this Task Order 09-1 appropriate insurance

    coverage for its activities under this Task Order 09-1, including, but not limited to, comprehensive

    general liability insurance (bodily injury and property damage) and worker’s compensation. Grantee

    shall be responsible, at its own expense, for any insurance on the property obtained with Grant funds.

    At MTC’s request, Grantee will provide MTC with copies of the certificates of insurance evidencing

    such coverage. Each policy of insurance required by this Task Order 09-1 shall contain a provision

    endorsed to MTC that the insurance provided therein may not be canceled or materially modified (e.g.,

    non-renewed or reduced) without thirty (30) days prior written notice to MTC. Cancellation for non-

    payment shall have a ten (10) day notice requirement. MTC shall be an additional insured on the

    General Liability policy. The carrying of any of the insurance required hereunder shall not be

    interpreted as relieving the Grantee of any responsibility to MTC. The Grantee shall assist and

    cooperate with any insurance company in the adjustment or litigation of all claims arising under this

    Task Order 09-1. Grantee shall also require that all contractors meet and maintain the Minimum

    Insurance Requirements as set forth in the Attachment F-1 of the Commonwealth Wind Incentive

    Program: Community Scale solicitation.

    9. Affirmation of Warranties and Certifications

    Grantee hereby represents and warrants that, as of the date of this Task Order 09-1, 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 MTC and Grantee.

    10. Amendments, Entire Agreement and Attachments

    All conditions, covenants, duties and obligations contained in this Task Order 09-1 may be amended

    only through a written amendment signed by the Grantee, the Trust and MTC. Except for the General

    Terms and Conditions incorporated herein by reference, the parties understand and agree that this

    Task Order 09-1 supersedes all other verbal and written agreements and negotiations by the parties

    regarding the Project set forth herein. The following are incorporated into this Task Order 09-1:

    i. Attachment 1 Project Plan, Deliverables and Schedule

    ii. Attachment 2 Project Budget

    iii. Attachment 3 Feasibility Study Requirements

    Massachusetts Renewable Energy Trust

    By: By:

Name: Carter Wall Name:

Title: Executive Director l Title:

Date: Date:

    The Massachusetts Technology Park Corporation

    d/b/a Massachusetts Technology Collaborative By: Name: Mitchell Adams Title: Executive Director

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-01 - 4 -

Date:

Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-01 - 5 -

     Attachment 1

    Project Plan, Deliverables and Schedule

    Project Summary

Deliverable/Payment Schedule:

    Task/ Milestone Milestone Completed by:

    Project Kick Off Meeting

    Draft Feasibility Report

    Final Feasibility Report Payments

    The Grant shall be disbursed in one payment upon MTC’s receipt and acceptance of the Final Report as

    set forth in Section 4(b) (the ―Final Payment‖). --OR

    The Grant shall be disbursed in two payments as follows: (1) upon the installation of the Meteorological

    Tower and Equipment, Grantee shall submit an appropriately-documented invoice to MTC in an amount

    not to exceed $15,000; and (2) upon MTC’s receipt and acceptance of the Final Report as set forth in

    Section 4(b), MTC shall pay to the Grantee the final payment (the ―Final Payment‖) based on actual costs

    incurred and consisting of the total amount payable less all payments previously made to the Grantee

    with respect thereto and subject to the required Cost Share and the maximum commitment as set forth in

    Section 6 above.

    Attachment 2

    Project Budget

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     Attachment 3

    Feasibility Study Deliverables

    Feasibility Study Grantees are required to complete a feasibility study that includes the following information.

    Design & Construction Applicants will be required to submit a feasibility study that addresses all of the

    information outlined below, as well.

    Component Tasks 1. Prepare an ? Summarize the results of the study

    executive summary ? Provide a list of all recommendations

2. Evaluate the site ? Provide a wind resource profile using one of the following methods:

    wind resource as (1) 12 months of onsite MET tower data, (2) 12 months of onsite

    documented by data SODAR data, (3) 12 months of onsite LIDAR data, (4) commercially

    collected at the site, available virtual MET tower data, (5) long term data extrapolation

    and available from meeting the requirements outlined in Attachment 1 to this document.

    other sources ? Estimate wind turbine output potential, using a commercially available

     software package, such as WindFarmer, Wind Pro, Wind Farm,

    WAsP, or a comparable package. The estimate should:

    ? Identify any obstructions or characteristics at the site and detail

    their impact on the wind resource at the site

    ? Compile a wind resource profile for the site (annual average wind

    speed, average wind power density, wind rose, and diurnal

    profile)

    ? Estimate the potential site wind resource at hub height

    ? Provide site wind resource estimates at both P50 and P90

    exceedance levels

    ? Estimate the long-term wind resource by correlation to other sites

    ? Characterize the overall viability of the site from a wind resource

    perspective

    ? Make recommendations regarding additional wind resources

    monitoring or validation

    3. Evaluate ? Provide a general description of the site vicinity, inhabitants, and

    characteristics of the typical activities

    site vicinity (area ? Identify key visual and noise receptors and characterize the potential within approximately level of impact ? mile of the site) ? Identify all operating airports and air navigation facilities within 10 including: type and nautical miles of the project site, and any potential airspace proximity of restrictions; File for and receive a Determination of No Hazard (DNH) neighbors, typical from the Federal Aeronautics Administration activities (recreation,

    commerce, industry, ? Identify all electronic communications facilities within 3 miles of the

    air traffic), nearby project site (radio, microwave, cellular), and any potential electronic

    historic or scenic interference issues associated with these facilities

    sites ? Evaluate the anticipated level of community acceptance

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    Component Tasks 4. Evaluate installation ? Provide a general description of site physical characteristics

    site physical ? Describe current and anticipated uses of the site, e.g. recreational, characteristics, commercial, conservation including: ? Identify and describe infrastructure on or near the site, e.g. buildings, topography, land towers, roads, underground cables and pipes cover, land use,

    access roads, ? Evaluate the suitability of potential wind turbine locations from safety

    buildings and operational viewpoints

     ? Describe the spatial separation of turbine sites from buildings, known

    property lines (i.e. survey not required), and pedestrian or vehicular

    traffic

    ? Evaluate the ability to deliver wind turbine components and

    installation equipment to the site 5. Evaluate installation ? Identify potential interconnection locations site electrical ? Assess the feasibility of interconnecting the wind turbine to the infrastructure, existing electrical infrastructure, i.e. indicate whether 3-phase power including existing is currently available or will be available before project is complete. transmission and/or ? Identify opportunities for use of wind turbine electrical output on site distribution system

    line locations and ? Characterize the load profile and electric rate structure of on-site

    voltages facilities

6. Identify and ? Provide a description of flora and fauna expected to be found at the

    evaluate Project Site, as well as wetland resources environmental ? Assess the likelihood that the proposed turbine will have concerns, including unacceptable environmental impacts, or that environmental permitting the likely presence will be overly contentious and time consuming of rare or

    endangered species

    and wetlands,

    through a cursory

    site inspection and

    publicly available

    databases

    7. Identify and ? Provide a Permitting Plan: evaluate required a. Identify site zoning designation and any known development reviews, permits and restrictions approvals, including b. Identify existing or planned bylaws relating to wind federal, state local, development and utility c. Identify and list required permits and approvals interconnection

    requirements d. Identify additional research that must be completed prior to

    filing for permits and approvals

    e. Estimate the required timeframe for securing permits and

    approvals

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-01 - 8 -

    Component Tasks

    8. Prepare a ? Identify and describe appropriate candidate wind turbines for the site

    conceptual wind (e.g. manufacturer, anticipated IEC class, tower height, rotor

    plant configuration, diameter, generator rating)

    including number, ? Identify recommended ―assumed turbine characteristics‖ for size and location of subsequent energy production and financial analyses wind turbines ? Identify up to three potential wind plant configurations and recommend one

    ? Identify potential locations for wind turbines; provide a preliminary

    recommendation for a specific location for installation of the turbines,

    ancillary equipment, and electrical interconnection

    ? Describe the spatial separation between potential turbine locations

    and (a) key on-site facilities (e.g. buildings, high-use areas) and (b)

    key off-site visual and noise receptors

    ? Determine potential shadow flicker impacts

    ? Determine potential acoustic impacts

    ? Evaluate the overall appropriateness and community impact of the

    proposed turbine locations

     9. Prepare a schematic

    project site plan with

    preliminary layout of

    turbine, components

    and interconnection

    point

    10. Estimate wind plant ? Estimate annual energy production of conceptual wind plant

    energy production configuration(s) at both P50 and P90 exceedance probability levels

    ? Estimate percentage of annual energy production that can be

    consumed behind the meter

    ? Describe any anticipated performance degradation over time

    11. Estimate wind plant ? Identify assumed capital, reserve, operating, and maintenance costs

    costs for three wind plant configurations and recommend one configuration

    12. Estimate project ? Identify the assumed value of power used on-site and sold and/or net revenues metered

    (Note: MRET is not ? Identify the assumed value of RECs sold over life of the project requesting a Pro ? Estimate the potential value of wind-generated electricity Forma analysis that

    assumes a ? Estimate project cash flows (energy, capacity, RECs) particular ownership

    and financing

    strategy.)

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    Component Tasks 13. Prepare a project ? Identify major assumptions, including sources and amounts of debt

    financial analysis for and equity, interest rate(s) for debt, debt coverage ratios, hurdle rates

    each conceptual for return on equity, applicability of tax credits

    wind plant ? Estimate the life-cycle cost of energy for each wind plant configuration configuration (Note: The financial ? Estimate rates of return for financial participants (e.g. equity investor, analysis may site owner), both with and without an assumed a Commonwealth assume alternative Wind grant ownership and

    financing ? Characterize the overall viability of each wind plant configuration from

    strategies.) a financial perspective; Provide a sensitivity analysis for the

    recommended wind plant configuration that varies cost + or 20%

    and electricity production + or 20%

    Business Planning Deliverables (for Public Projects Only):

    Component Details

    Services may include one or more of the following: Technical assistance to

    support a formal Public (a) technical analysis to support selection of a wind plant configuration, Entity decision to evaluation of development models, selection of a procurement strategy, proceed with a specific and selection of a management and operations strategy; these services project and ownership may include a study of project acoustics, flicker, or other items of interest structure to the public entity.

    (b) project pro forma economic analysis, e.g. evaluation of project financial

    risks or ownership strategies

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-01 - 10 -

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