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Attachment B

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8 Mar 2010Draft Feasibility Report, Months from the Effective Date. Final Feasibility Report, Months from the Effective Date

    Appendix C-1

    Task Order 10-1

    Between

    And the Massachusetts Clean Energy Center Collaborative

     This Task Order 10-1 dated , 2010, between the Massachusetts Clean Energy Center (―MassCEC‖) 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 10-1 shall have the meanings ascribed to such

    terms in the General Term and Conditions. In the event of any conflict between this Task Order 10-1 and

    the General Terms and Conditions, this Task Order 10-1 shall govern.

     Whereas, MassCEC as administrator of the Renewable Energy Trust Fund (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. 23J, and MassCEC’s Strategic Plan;

    Whereas, Grantee, a , with a at

    Address>, has submitted an application for funding to (the ―Project‖); and

    Whereas, MassCEC’s Board of Directors approved the release of funds to Grantees under the

    Commonwealth Wind: Community Scale initiative on March 8, 2010.

    Now therefore, pursuant to the terms and conditions of the Agreement and this Task Order 10-1,

    MassCEC and Grantee agree as follows:

    1. Term

    The term of this Task Order 10-1 shall commence on the date of the last signature hereto (the

    Effective Date‖) and shall expire months thereafter.

    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 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 MassCEC and Grantee have designated the following Persons to serve as Project Manager

    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: , Project Manager ( @masscec.com) (617-315- )

    Sara Jayanthi, Project Administrator, (sjayanthi@masscec.com) (617-315-9355)

    For Grantee: , Project Manager ( ) ( )

    For invoicing purposes: ( ) ( )

    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 10-1 (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

    a) Deliverables. Grantee shall provide the MassCEC Project Manager and Project Administrator

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    Task Order 10-1: (insert grantee’s name)

    with the deliverables set forth in the Project Plan (the ―Deliverables‖) using the templates provided

    at Attachments 3 and 4. Submission of Deliverables by electronic means is preferable.

    b) Schedule. 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 by the

    MassCEC Project Manager in writing in advance (electronic mail acceptable), and shall be

    accepted without need for a formal amendment to this Agreement provided that such changes

    shall not exceed the Term of this Agreement as set forth in Section 1 hereof.

    5. Other Requirements

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

    and its 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 Sharing. In the event the Grantee is a non-public entity, 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 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. In addition, Grantee may claim direct labor and general and administrative expenses as

    Cost Share, provided such costs are no greater than five (5%) percent of the total Project costs.

    The sources and amount of Grantee’s Cost Share are set forth in the Project Budget. In the

    event 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 requirements set forth in Attachment 3. Grantee must complete the Final Feasibility

    Study within 21 months of the Effective Date set forth in Section 1 if installing a meteorological

    tower and within 9 months of the Effective Date set forth in Section 1 if not installing a

    meteorological tower. MassCEC will not provide any additional time to complete the Final

    Feasibility Study.

    6. The Grant

    The Grantee shall be compensated on a reimbursement basis for direct costs incurred in the

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

    incurred shall not exceed Dollars ($ ). 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.

    7. Payments and Invoices

    The Grantee will follow Generally Accepted Accounting Principles (―GAAP‖) as well as any applicable

    accounting standards related to 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, whichever is less;

    2. 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;

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    Task Order 10-1: (insert grantee’s name)

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

    amount 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 amount set forth in the Project Budget. (e.g., postage, telephone,

    publications, graphics, etc.); and

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

    incidental expenses incurred by Grantee’s staff, 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 &

    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 line

    items associated with each category. Grantee may also shift funds between categories provided

    that (i) Grantee provides documentation justifying the transfer together with its invoice (see

    Section 7(d)(ii)) or as otherwise requested by MassCEC; (ii) the total grant set forth in the Project

    Budget is not exceeded; (iii) the minimum 20% cost share requirement is met; and (iv) no more

    than ten (10%) percent of the Grant is affected. The 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 and/or 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 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 MassCEC in an amount not to exceed $15,000; and (2) upon MassCEC’s receipt

    and acceptance of the Final Report as set forth in Section 4(b), MassCEC 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.

    ii. Invoices shall be addressed to MassCEC’s Project Administrator and Project Manager set

    forth in Section 3(a) above. The invoice shall make reference to the Task Order Number set

    forth above, set forth total Project costs incurred, and , and shall identify the individual to be

    contacted for questions and/or clarification of charges. These shall be broken down into

    MassCEC’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;

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    Task Order 10-1: (insert grantee’s name)

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

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

    MassCEC; 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 MassCEC.

    6. 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) Will be decreasing its system size nameplate capacity by more than 10%;

    b) Will be changing the Project Site (as defined in the solicitation documents for Commonwealth

    Solar: Community Scale); or

    c) Will be moving the proposed turbine(s) to a location for which the wind resources have not been

    thoroughly modeled.

    7. Insurance

    Grantee shall obtain and maintain in effect through the term of this Task Order 10-1 appropriate

    insurance coverage for its activities under this Task Order 10-1, including, but not limited to,

    comprehensive general liability insurance (bodily injury and property damage). At MassCEC’s

    request, Grantee will provide MassCEC with copies of the certificates of insurance evidencing such

    coverage. Each policy of insurance required by this Task Order 10-1 shall contain a provision

    endorsed to MassCEC 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 MassCEC.

    MassCEC shall be an additional insured on such policy or policies. The carrying of any of the

    insurance required hereunder shall not be interpreted as relieving the Grantee of any responsibility to

    MassCEC. The Grantee shall assist and cooperate with any insurance company in the adjustment or

    litigation of all claims arising under this Task Order 10-1.

    8. Affirmation of Warranties and Certifications Grantee hereby represents and warrants that, as of the date of this Task Order 10-1, 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 MassCEC and Grantee.

    9. Amendments, Entire Agreement and Attachments All conditions, covenants, duties and obligations contained in this Task Order 10-1 may be amended

    only through a written amendment signed by the Grantee, MassCEC. Except for the General Terms

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

    Order 10-1 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 10-1:

    i. Attachment 1 Project Plan, Deliverables and Schedule

    ii. Attachment 2 Project Budget

    iii. Attachment 3 Feasibility Study Requirements

    iv. Attachment 4 Minimum Technical Requirements

    Massachusetts Clean Energy Center

    By: By:

    Name: Patrick Cloney Name:

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    Task Order 10-1: (insert grantee’s name)

    Title: Executive Director Title: Date: Date:

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-02 Page 5

    Task Order 10-1: (insert grantee’s name)

    Attachment 1

    Project Plan, Deliverables and Schedule

Summary

Schedule

    Task/ Milestone Milestone Completed by:

    Obtain Building Permit months from the Effective Date

    Draft Feasibility Report Months from the Effective Date

    Final Feasibility Report Months from the Effective Date Payments

    The Grant shall be disbursed in one payment upon MassCEC’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 MassCEC in an

    amount not to exceed $15,000; and (2) upon MassCEC’s receipt and acceptance of the Final Report as

    set forth in Section 4(b), MassCEC 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.

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-02 Page 6

    Task Order 10-1: (insert grantee’s name)

    Attachment 2

    Project Budget

Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-02 Page 7

    Task Order 10-1: (insert grantee’s name)

    Attachment 3

    Feasibility Study Goals, Deliverables and Required Components

A Wind Project feasibility study should provide the potential Design & Construction Applicant with all of

    the necessary information to decide whether to pursue construction of a Wind Project. For example, a

    complete and thorough feasibility study should recommend a specific turbine size, and provide a realistic

    budget and schedule for construction. In addition, a complete feasibility study should identify and examine

    all potential fatal flaws to a Wind Project, and outline exactly how each of those fatal flaws can be

    overcome.

The feasibility study team should achieve the following goals:

    1. Address technical, environmental and regulatory aspects of the Project.

    2. Identify potential wind plant configuration options.

    3. Provide a comprehensive but cursory evaluation of issues that may affect the ability to install wind

    turbine(s) at the project site, i.e. mitigation plan for fatal flaws identified and may identify topics to

    be investigated further by the grantee, e.g. a detailed acoustic study.

    4. Throughout the study process, interact with customer in order to educate them about wind project

    development

    5. Be completed by deadlines indicated below.

Feasibility Study Deliverables

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

    information. For a feasibility study being submitted for a Design & Construction grant, the study must

    meet the requirements stated below. However, for all feasibility studies that were previously funded

    through the MTC, MRET, or MassMassCEC (under LORI, Community Wind Collaborative, etc.), the

    feasibility study requirements of the associated program at the time will serve as the minimum

    requirements for the submitted feasibility study if the following requirements are not met.

    Component Tasks 1. Prepare an executive ? Summarize the results of the study summary ? Provide a summary of all recommendations, risks, and uncertainties.

    2. Evaluate the site wind Provide a wind resource profile based on one of the following wind

    resource as documented by data collection methods:

    data collected at the site, and (1) 12 months of MET tower data, available from other sources (2) 12 months of SODAR data, (3) 12 months of LIDAR data, or

    (4) Commercially available virtual MET tower data, if

    appropriate.

    For methods (1) (3), data should be collected within 1 mile of the

    site according to the requirements outlined in Attachment 1 to this

    document. For data not collected directly at the turbine site, the

    data must be horizontally extrapolated according to industry

    standards. Data from methods (1) (3) must also be historically

    adjusted using a long-term data source according to the

    requirements outlined in Attachment 1 of this document.

    For the wind resource assessment and energy analysis,

    MassMassCEC requires the use of a commercially available

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

    WAsP, or a comparable package.

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-02 Page 8

    Task Order 10-1: (insert grantee’s name)

    For the utilized wind data, provide the following information:

    Measurement Site (for methods (1) (3))

    ? Background on measurements:

    o Measurement period

    o Measurement data recovery and quality

    o Measurement specifications (sensor heights,

    sensor type, etc.)

    ? Results:

    o Average annual wind speed at all measured

    heights

    o Calculated wind shear, including overview of

    calculation methodology

    o Measured turbulence intensity at highest height

    available

    Long-Term Wind Conditions

    ? What method, if any, was used to estimate the long-term

    wind conditions?

    ? What long-term reference data was used? From where and

    for how long?

    ? What are the specifications of this reference data (i.e.

    sensor height, elevation, location, data quality, etc.)? ? Provide detailed information on long-term historical

    correlation and prediction procedure utilized ? Vertical Extrapolation: Estimate average annual wind speed

    at hub height(s) at project site

    o Summarize extrapolation methodology, including:

    ? Utilized wind shear

    ? Utilized lower level wind speeds (i.e., what

    data from what height)

    ? State the average annual wind speeds at

    hub height(s)

    ? Compile a wind resource profile for the site, including

    o Wind rose

    o Diurnal average wind speed profile

    o Seasonal average wind speed profile

    o Frequency distribution of site wind speeds (tabular

    preferred)

    o Estimated turbulence intensity

    o Estimated wind shear

    ? Identify any obstructions or characteristics at the site and

    detail their impact on the wind resource at the site ? For multi-turbine projects, address issues of interactive

    resource loss or wake-added turbulence ? Characterize the overall viability of the site from a wind

    resource perspective

    ? Make recommendations regarding additional wind resource

    monitoring or validation

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-02 Page 9

    Task Order 10-1: (insert grantee’s name)

    For the project site, complete a risk and uncertainty analysis for the wind resource:

    ? Identify sources and values of uncertainty in wind and/or

    energy production, which could include:

    o Wind measurement error

    o Long-term correlation error

    o Error in vertical extrapolation

    o Error in horizontal extrapolation

    o Fluctuation of yearly annual wind speeds

    o Uncertainty of shifting average wind speeds due to

    climate change

    o Any additional uncertainty

    ? Based on identified sources of uncertainty, provide estimate

    of total uncertainty in average annual wind speed ? For average annual wind speed, provide estimates at

    o P50 (the expected value) and

    o P90 (the low-side estimate expected to be

    exceeded with 90% probability) ? Identify any risks related to the site’s wind resource, which

    could include:

    o Excessive site wind shear

    o Excessive site wind turbulence ? Other potential risks (including inflow angle, extreme wind

    conditions, etc.)

    ? If available, provide the average wind speed for the year

    coincident with the measurement period as well as the long

    term average

Project/Turbine Site

    ? Horizontal Extrapolation, if necessary (i.e. how do you

    arrive at project site wind speed from measurement site

    wind speed?):

    o What methodology was used to estimate site wind

    speeds at the project site (WAsP, MS-Micro, CFD,

    etc.)

    o What roughness values generally characterize

    terrain surrounding the project and measurement

    sites?

    3. Evaluate characteristics of the ? Provide a general description of the site vicinity, inhabitants, site vicinity (area within and typical activities approximately ? mile of the ? Identify key visual and noise receptors and characterize the site) including: type and potential level of impact proximity of neighbors, typical ? Identify all operating airports and air navigation facilities within activities (recreation, 10 nautical miles of the project site, and any potential airspace commerce, industry, air traffic), restrictions; File for and receive a Determination of No Hazard nearby historic or scenic sites (DNH) from the Federal Aviation Administration (FAA) ? Identify all electronic communications facilities within 3 miles of

    the project site (radio, microwave, cellular), and any potential

    electronic interference issues associated with these facilities

    Commonwealth Wind Incentive Program: Community Scale Solicitation No. 2010-CWIPCS-02 Page 10

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