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Commonwealth Hydropower Round 8

Appendix A

Feasibility Study Grant Reference Materials

This Appendix contains:

1. Sample Feasibility Study Outline (1 page)

2. Energy Modeling Guidelines (2 pages)

3. Budget Instructions (3 pages)

4. Sample Feasibility Study Grant Agreement

Commonwealth Hydropower Solicitation 2017-CH-R8

Sample Feasibility Study Outline

[Note: This is a sample only. It is the responsibility of the Applicant/Grantee to ensure that all topics relevant to their particular project are included and other elements deleted.]

I. Executive Summary II. Technical Feasibility Analysis

a. Site Evaluation i. Site characteristics ii. Suitability and/or condition of existing structures

1. Identification of repairs needed in next 20 years iii. Site accessibility

b. Resource assessment i. Head and flow ii. Seasonal issues, including habitat, wildlife, recreation, etc.

c. Project elements and options i. Technology and equipment ii. Infrastructure modification and/or repair iii. Potential impacts to flows, habitat, and species iv. Options to enhance ecological values v. Estimated energy production of candidate configuration(s) – see Energy Modeling

Guideline in Reference Materials vi. Interconnection needs

d. On-site energy use opportunity i. Description of current energy facilities ii. Current (or future) energy profiles and loads

e. Regulatory analysis i. FERC license or amendment, other permits, interconnection

1. approval processes 2. timeframes

ii. MA Renewable Portfolio Standard qualification 1. Evaluation of Low Impact Hydropower Institute certification criteria

f. Summary of technical analysis and comparison of options

III. Financial Feasibility Analysis a. Project development, construction and management costs of candidate options b. Project revenue flows for energy and RECs, including assumptions for long term contracts,

as appropriate c. Project financing options d. Preliminary project pro-forma(s) for recommended option (or alternatives) -- under

alternative financing options, if any

IV. Feasibility Study Summary and Recommendations a. Narrative summary of recommended project b. Issues requiring resolution or further study c. Recommendations for action and next steps


Energy Modeling Guidelines for Estimating Incremental Generation

I. STANDARD MODEL – FOR USE AT SITES WITH DAMS ON RIVERS (NOT CONDUITS)

Develop a numerical model, preferably Excel-based o Preferred: Daily dispatch using average daily gauge flows for the period of record o Alternative for simple projects (single unit or multiple identical units) with no seasonal

changes in operation: Flow duration analysis may be acceptable Hydrology

o Prefer 30-yr period of record – longer, if available o Prorated to drainage area of the project o If river/stream is ungauged or period of record is less than 20 years – consider two or more

surrogate gauges with 30+ years of record to synthesize flow data Headwater and tailwater relationship as a function of flow

o If not available, assume tailwater rises twice as fast as headwater Environmental requirements, known or best estimates for:

o Minimum flow releases o Fishery releases o Operating restrictions o Other

Model each hydro-turbine generating unit, existing and proposed o Operating range for each turbine o Equipment efficiencies (turbines, speed increasers, generators & transformers) o Develop a dispatch table (priority and loading of units on and off) o Headlosses (canal, intake, racks, penstock, pressure case, draft tube & tailrace) as a function

of flow. Calculate headlosses, measure net head or conservatively estimate full load headloss and then develop relationship for headloss as a function of turbine flow squared.

o Exception: For simple projects with a single unit or multiple identical units, it may be possible to model the entire plant as a single unit.

Calibration o If baseline conditions include existing units, calibrate modeled generation to historic

production o Take into account outages and station service losses o If period of record is short, consider calibrating on a monthly basis o If there are no historic data to calibrate to, consider one or more additional steps

Have a qualified party perform a second, independent model study (ideal, but not required by MassCEC)

Have a qualified party independently confirm key model inputs (headwater, tailwater, flows, efficiencies, headlosses, etc.) and the energy calculations

Perform an annual flow duration analysis with 100 data points and compare results to daily dispatch model

Run calibrated model over the period of record and calculate annual average to establish baseline production

Revise the calibrated model to simulate upgraded plant conditions and run over period of record to establish production of upgraded facility

Compare average annual production of upgraded facility to baseline production


II. CONDUIT ENERGY MODEL – FOR USE WITH CONDUITS ONLY

Numerical, Excel-based daily dispatch model (capture the difference in flows: weekdays, weekends & holidays)

Daily flow data for period of record of the conduit o Develop trend line of average daily flow to help identify long term changes in conduit

usage Head/flow relationship Equipment parameters

o Flow range o Equipment efficiencies o Headlosses as a function of flow

Calibration, ‘hand calculations’ to verify and check model results

Commonwealth Hydropower 2017-CH-R8

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Instructions for Completing Feasibility Budget Form

Each application must contain a detailed budget (cost proposal), identifying all Allowable Expenses associated with activities required to achieve project goals. Expenses not identified in the budget may not be eligible for subsequent reimbursement. MassCEC reserves the right to reject any application without further review if the budget is not prepared in compliance with the following instructions.

GENERAL INSTRUCTIONS

1. The budget must be completed using MassCEC's Standard Feasibility Budget Form (an Excel workbook) and should be submitted as a functional Excel file.

2. Indicate in the top portion of the form the Applicant's name, the facility name, and a brief descriptive title of the proposed project (e.g., “Trash rack replacement feasibility study”).

3. White and green cells are entry cells; yellow cells are calculation cells. In general, do not edit yellow cells unless entering lump-sum costs for services.

4. Do not include any expenses that may be incurred prior to the award of a grant by MassCEC, as they will not be eligible for reimbursement.

All budget information must be described in reasonable detail. Use the Supporting Schedule tab in the Excel file to provide detail on budget items (e.g., explanation of labor rate escalation; proposed vendor, quantity needed, unit cost, basis for cost for Direct Materials). Each of the instruction sections below corresponds to a section of the budget form.

SECTION A: DIRECT LABOR AND RELATED‐PARTY LABOR

This section is for project costs related to labor performed by employees of the Applicant or employees of Related Parties (see Solicitation for definition of Related Party). The individuals, categories, or types of labor shown on this worksheet should correspond with the team described in the Application.

1. List each task or role and the individual, or type of labor category (e.g., Senior Engineer, Geologist) that will be required to complete the task. Identify employees of related parties, where applicable.

2. Indicate the number of hours expected of each individual, category, or type of labor. 3. Enter the actual labor rate for each individual, category, or type of labor. Labor must be valued at

fair market value. Hourly rates may include gross wages, Employers Responsibility Federal Insurance Contributions Act (ER FICA) taxes, Employers’ Responsibility Medicare taxes, State Unemployment Insurance (SUI), and Federal Unemployment Tax Act (FUTA) taxes. Hourly rates should not include fringe benefits, other overhead expenses, or a profit margin.

4. If an escalation in labor rates is anticipated, enter additional lines for the labor to be worked at the higher rates.

5. Direct and Related-Party Labor is limited to a combined 50% of total project costs for Feasibility Study Grants. Note that this percentage will be auto-calculated in the Budget Summary section.

Note: If audited, Grantee may be required to provide MassCEC with a copy of the payroll register which coincides with direct labor paid. It should include the title or labor category, and the hourly rate, for each employee who worked on the project.


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SECTION B: CONTRACTORS/CONSULTANT

This section is for project costs related to project services provided to the Applicant on a contract basis by individuals, organizations or companies who are contractors or consultants to the Applicant.

1. List each task or role and the individual, or type of labor category (e.g., Senior Engineer, Geologist) that will be required to complete the task.

2. Enter the contractor/consultant quoted or anticipated rate per hour and number of hours for each consultant. If no quoted rate is available, or if the contractor/consultant has proposed a lump sum for the service, enter the lump sum or estimated total cost of the service in the last column (yellow cell).

3. No more than 20% of the Allowable Expenses for a Feasibility Study may consist of legal fees.

If contractor/consultant services entail travel expenses, enter these expenses as lump sums on separate lines for each travelling consultant and provide detail on the Supporting Schedule.

SECTION C: OTHER DIRECT COSTS

This category is for other direct project costs related to project administration and management. These items may include printing, postage, publications, graphics, etc. Include the basis for these costs in the Supporting Schedule.

Travel expenses associated with Direct Labor are not allowable for purposes of this budget.

Note: MassCEC does not allow for the inclusion of general and administrative expenses, overhead, or mark-up on any project expenses.

SECTION D: BUDGET SUMMARY

1. Check that the percentage of Direct and Related Party Labor does not exceed 50%. 2. In the green cell in this section, enter (in dollars) the requested Grant amount for the project.

Refer to Section 4.1 of the Solicitation for information on the maximum amount you may request. 3. Check that the Grantee Share as a percentage of total project costs is at least 10% for studies of

conduit facilities, or at least 20% of total project costs for all other types of studies. 4. Note that the Applicant’s (Grantee’s) share of costs can be met with Applicant's cash, loans, third-

party contributions, in-kind services, or a combination of these. In-kind services (Direct Labor or Related Party services) must be included in the Direct Labor section of the budget. Grants from other entities such as federal or state agencies or charitable foundations are also permitted as part of the cost share. However, consultants to the Grantee may not incur any part of the Grantee’s cost share on Grantee’s behalf.


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Table 1: Summary of Allowable Expenses and Budget Categories

Item Allowable Expense? Category on Standard

Budget Excel Spreadsheet

Administrative Expenses No N/A

Community Outreach Expenses, including Meetings and Room Rental

Yes Other Direct Costs

Contractors & Consultants Yes, excluding mark-up by Grantee Contractor/Consultant Costs

Direct Labor Yes, subject to the limitations described in Sections 4.1 and 5.1 of the Solicitation.

Direct Labor

Low Impact Hydropower Institute certification fees

Yes Other Direct Costs

Mark-Ups (either on invoices from Grantee or invoices paid by Grantee

for consultants) No N/A

Overhead No N/A

Postage, Printing Yes Other Direct Costs

Related Party Labor

Yes, if approved, and subject to limitation. Hourly rates only, without fringe benefits.

MassCEC must approve the use of any Related Party in writing prior to awardee using MassCEC funds to pay for the expenses associated with such Related Party

Direct Labor

Telephone No N/A

Travel Allowable for consultants only Contractor/Consultants Cost

Updated August 2017

Grant Agreement 18-# between <Grantee>

and the Massachusetts Clean Energy Technology Center

This Grant Agreement 18-# (the “Agreement”) is effective as of <date> (the “Effective Date”) by and between the Massachusetts Clean Energy Technology Center (“MassCEC”) an independent public instrumentality of the Commonwealth of Massachusetts with a principal office and place of business at 63 Franklin Street, 3rd Floor, Boston, MA 02110, and <Grantee> with a principal office and place of business at <Grantee address> (“Grantee”) (each a “Party,” together the “Parties”).

Whereas, MassCEC is offering financial assistance in the form of grants to entities that have submitted a request for funding consistent with the requirements of the Commonwealth Hydropower program; and

Whereas, Grantee has submitted an application for funding of <Description of project> (the “Project”); and

Whereas, MassCEC desires to provide requested funding.

Now therefore, in consideration of the recitals, the mutual promises and covenants contained in this Agreement, and other good and valuable considerations, the receipt, adequacy, and sufficiency of which are hereby acknowledged, MassCEC and Grantee agree as follows:

1. Performance of the Work

a. The Grantee shall conduct the Project and provide the deliverables (the “Deliverables”) described in the Scope of Work set forth in Attachment 1 (the “Scope of Work”).

b. The Grantee is solely responsible for all Project decisions, the preparation of all plans and specifications, and performing the Project in accordance with the Scope of Work. Grantee agrees and acknowledges that MassCEC shall have the right to reduce or rescind the Grant if, as determined by MassCEC in its sole discretion, the Grantee substantially changes the purpose or scope of the study without prior approval of the MassCEC Project Manager.

2. Term

The term of this Agreement shall commence on the Effective Date, and shall expire on <date>. 3. Grant Amount and Payment

a. Total Funds. In consideration of the various obligations to be undertaken by Grantee pursuant to this Agreement, MassCEC agrees to provide Grantee with funds in an amount not to exceed <Dollar amount in words and numbers> (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. Grantee acknowledges and agrees that the receipt of this Grant does not create any rights of preferences to receive subsequent funding from MassCEC.

b. Cost Reimbursement and Cost Sharing. Grantee agrees to meet and maintain a minimum <10% conduit/20% other [__%]> cost share (“Grantee Cost Share”) for the Project. MassCEC and Grantee will share in any cost savings that result from project expenses that are less than the amount identified in the Agreement budget by maintaining the minimum Grantee Cost Share. Grantee agrees and acknowledges that direct labor can count toward Grantee Cost Share (valued at hourly pay rates, excluding overhead, benefits or other markup), subject to the limitation that total of direct labor and Related Party labor, as defined in Section 9, represent no more than 50% of Allowable Expenses. Grantee agrees and acknowledges that Grantee Cost Share can be cash, documented grants from other parties (such as other state or federal agencies or charitable organizations), or a combination thereof. Consultants or subcontractors performing work on the Project may not provide any Grantee Cost Share.

<Grantee>, Grant Agreement 18-#

2 Updated August 2017

c. Invoicing. Invoices shall be addressed to MassCEC’s Project Personnel listed in Section 6(a), reference the Grant Agreement number set forth above, and identify the individual to be contacted for questions and/or clarification of charges. Each Grant Installment shall be paid within forty-five (45) days of receipt of the corresponding, approved deliverables and conforming invoice. The signed invoice on Grantee’s letterhead, 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 the total Allowable Expenses incurred, broken down into the cost categories set forth in the Project Budget, (i.e., direct labor, Related Party, subcontractors, consultants, and vendors), and shall identify the amounts paid to each.

d. Payment of Funds. Grant funds will be paid by MassCEC to Grantee in one payment, per the payment schedule described in Attachment 1. Grantee may submit an invoice (only electronic invoices and associated documentation accepted) for payment upon achievement of the final Milestone and submission of all Deliverables set forth in the Scope of Work (Attachment 1). Each invoice shall be accompanied by the Expenditure and Cost Share Certification (Attachment 4) 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 this Section 3.

4. Allowable Expenses and Adjustments

a. Allowable Expenses. For purposes of calculating Grantee Cost Share and Grant Installments payable by MassCEC, only expenses identified in the Project Budget (Attachment 2) shall be considered Allowable Expenses, unless otherwise approved in writing by MassCEC. Further, Allowable Expenses shall be only those expenses uniquely associated with the Project and incurred directly in the completion of identified tasks, and shall not include general administration, overhead, mark-ups (either by Grantee or by subcontractors to Grantee), travel by Grantee, or general purpose facilities, equipment, materials, or software. If direct labor is included, only gross wages, Employers Responsibility Federal Insurance Contributions Act (“ER FICA”) taxes, Employers’ Responsibility Medicare taxes, State Unemployment Insurance (“SUI”), and Federal Unemployment Tax Act (“FUTA”) taxes may be included; fringe benefits on direct labor may not be included. Legal expenses may not exceed twenty percent (20%) of Allowable Expenses.

b. Budget Adjustments. 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, provided the amount of direct labor as a percentage of total costs does not exceed the maximum specified in Section 3(b).

5. Deliverables and Schedule

a. Deliverables. Grantee shall provide the MassCEC’s Project Manager with the Deliverables set forth in the Scope of Work (Attachment 1). Deliverables shall be submitted by electronic means.

(1) 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.

(2) 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. The parties acknowledge that the dates listed in the schedule in the Project Schedule and Deliverables in the Scope of Work (Attachment 1) are deadlines. Any extensions to the schedule must be approved by the MassCEC Project Manager in writing in advance (electronic mail acceptable), and may be accepted without need for a written amendment to this Grant Agreement provided that such changes shall not exceed the Term of this Grant Agreement as set forth in Section 2 hereof. Extensions to the schedule are made at MassCEC’s sole discretion.

6. 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 progress.

For MassCEC: Rachel Ackerman, Project Manager ([email protected], 617-315-9326) Anna Hagadorn, Project Administrator ([email protected], 617-765-0011) For Grantee: <Name, title, email address, phone number>

b. Each Party will endeavor to maintain the continuity of its Project Personnel, and Grantee shall be required to obtain prior written approval from MassCEC in order to make any change to its Project Personnel. For the avoidance of doubt, MassCEC may update the Project Personnel listed without the need to amend this Agreement, if done in writing to the Grantee and in compliance with the notice provisions of Section 7.

7. Notice

Any notice hereunder shall be in writing and shall be sent either (i) by facsimile, email, or other electronic transmission, (ii) by courier, or (iii) by first class mail, postage prepaid, addressed to the Project Manager listed in Section 6(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 7 and shall be effective (i) at dispatch, if sent by facsimile, email, or other electronic transmission, (ii) if sent by courier, upon receipt as recorded by courier, (iii) if sent by first class mail, five days after its date of posting.

8. Publicity; Use of Name

a. Grantee shall collaborate directly with MassCEC to prepare any public statement, media strategy or announcement relating to or bearing on the work performed or data collected under this Agreement or to prepare any press release or for any news conference in which MassCEC is concerned or discussed (each, a “Public Statement”) and shall in no event be permitted to publish, release, or otherwise disseminate any such Public Statement without MassCEC’s prior written consent. In addition to the foregoing, Public Statement includes, but is not limited to, any media pitches, interviews, embargoed materials, photo opportunities, blogs, guest columns, media events or editorial boards which relates to this Agreement or MassCEC.

b. Grantee agrees that MassCEC shall have the right to make use of and disseminate, in whole or in part, all work products, reports, and other information produced in the course of the Project, and to use the information therein contained to produce summaries, case studies, or similar information resources.

9. Other Requirements

a. Program Evaluation. Grantee agrees to support MassCEC’s Project 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 Project evaluation



or case study development. The terms in this paragraph shall survive this Agreement for three (3) years from the date the final deliverable is submitted.

b. 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 twelve (12) months of the Effective Date, and the Final Feasibility Report within fifteen (15) months of the Effective Date. MassCEC will not provide any additional time to complete the Final Feasibility Study, and the grant may be rescinded if this timeline is not met.

c. 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.

d. Related Parties. Grantee will procure services from contractors using commercially-reasonable procurement mechanisms, and to the greatest extent practicable, using competitive procurement procedures. Furthermore, Grantee is required to notify MassCEC in the event that it intends to or has entered into an agreement for goods or services for the Project with a Related Party. For purposes of this Agreement, a Related Party is an entity that shares any common ownership with the Grantee. To the extent such goods and/or services are properly identified in the Project Budget and specifically approved in writing by MassCEC, Grantee may use the Grant to pay for such goods and/or services.

e. Ability to Carry Cash Balance. Grantee must be financially able to carry the necessary cash balance for the Project during the period between paying its consultants, vendors, or other contractors, and receiving the Grant payment.

f. Grant Administration. Grantee shall use the Grant only for the activities described in the approved Scope of Work. Grantee shall maintain financial records relating to the receipt and expenditure of all funds received as Grant Installments in accordance with the terms set forth under this Agreement.

g. Grant Expenditure. All costs incurred by Grantee before the Effective Date of this Agreement are incurred voluntarily, at the Grantee’s risk and upon its own credit and expense. MassCEC will not approve Grant payments for costs incurred prior to the Effective Date of this Agreement.

10. Termination

a. This Agreement may be terminated by either MassCEC or Grantee at any time for a material breach of any term of the Agreement. In the event of such termination, compensation shall be paid to the Grantee for the actual costs of allowable expenses incurred for work performed and the reasonable and necessary actual direct costs incurred in the performance of the work made pursuant to this Agreement prior to the effective date of the termination.

b. MassCEC may terminate this Agreement in the event of loss of availability of sufficient funds for the purposes of this Agreement or in the event of an unforeseen public emergency or other change of law mandating immediate MassCEC action inconsistent with performing its obligations under this agreement.

c. The rights and obligations of each of the Parties under Sections: 7, 8(b), 9(a), 10, 12, 13, 16, 17, 20, 21, 23, 24, and 26 of this Agreement shall survive and remain in effect after the termination or expiration of this Agreement.



11. Tax Forms and Grant Taxability

a. Grantee shall provide MassCEC with a properly completed United States Internal Revenue Service Tax Form W-9 (the “W-9”) and returned to MassCEC’s finance department. 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 [email protected].

b. Grants may be considered taxable income by the U.S. Internal Revenue Service and the Massachusetts Department of Revenue. All parties are strongly urged to consult with a tax professional to determine the federal and/or state implications of a receipt of a grant. MassCEC will issue a Form 1099 to each Grantee. For all tax-exempt entities (including government entities), a tax-exemption certificate or IRS tax-exemption determination letter must be emailed to [email protected].

12. Access and Use

Grantee agrees to license or otherwise make available to MassCEC in perpetuity, without charge, the Grantee’s interest in and copyright (if any) to all non-confidential materials prepared and produced for the Project, including, without limitation, all plans, specifications, and analyses developed in connection with the Project and specified as being for MassCEC’s use and public dissemination, provided, however, that any and all inventions that are conceived or first reduced to use during the course of the Project shall be the sole property of Grantee (except that if jointly invented, title shall flow in accordance with US patent law), and any licensing requests for such inventions shall be subject to good faith negotiations between the parties hereto.

13. Audit

At any time prior to the completion of the Project and as otherwise provided in this Section, MassCEC will have the right to audit Grantee’s or its other agents’ records to confirm the use of the Grant awarded under this Agreement. If such audit reveals that any portion of such funds was utilized for purposes not permitted under the Agreement (a “Nonconformance Event”), then Grantee shall refund to MassCEC the amount determined by such audit to have been improperly used within thirty (30) days of Grantee’s receipt of such audit and demand. In the event such audit reveals a “Nonconformance Event”, MassCEC shall be permitted to immediately terminate this Agreement and discontinue disbursing Grant Installments to Grantee effective as of the date the audit is completed, subject to any limitations set forth by Section 10. Grantee shall maintain books, records, and other compilations of data pertaining to the funds paid under the Agreement to the extent and in such detail as shall properly substantiate use of such payments. All such records shall be kept for a period of seven (7) years, starting on the first day after final payment under the Agreement (the “Retention Period”). If any litigation, claim, negotiation, audit, or other action involving the records is commenced prior to the expiration of the Retention Period, all records shall be retained until completion of the audit or other action and resolution of all issues resulting therefrom, or until the end of the Retention Period, whichever is later. MassCEC or the Commonwealth or any of their duly authorized representatives shall have the right at reasonable times and upon reasonable notice, to examine and copy at reasonable expense, the books, records, and other compilations of data of the Grantee which pertain to the provisions and requirements of this Agreement. Such access may include on-site audits, review, and copying of records. The terms in this paragraph shall survive this Agreement for length of the Retention Period.

14. Assignment and Subcontracting

Grantee shall not assign or in any way transfer any interest in funds awarded by this Agreement or in the Agreement without the prior written consent of MassCEC, including subcontracting any services except as otherwise included in the Scope of Work.

15. Compliance with Laws

Grantee agrees to comply, in the performance of the Project, with all applicable Federal and State statutes, rules, and regulations, including, but not limited to, all laws promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for



employment nor shall any qualified employee be demoted, discharged, or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits, or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation, or for exercising any rights afforded by law.

16. Indemnification (use for non-public entities)

a. To the fullest extent permitted by law, Grantee shall indemnify and hold harmless the Commonwealth, MassCEC, and each of their respective agents, officers, directors and employees (together with the Commonwealth and MassCEC, the "Covered Persons") from and against any and all liability, loss, claims, damages, fines, penalties, costs and expenses (including reasonable attorney's fees), judgments and awards (collectively, "Damages") sustained, incurred or suffered by or imposed upon any Covered Person resulting from (i) any breach of this Agreement or false representation of Grantee, its employees, agents, or assigns (together, the “Participant”) under this Agreement, or (ii) any negligent acts or omissions or reckless misconduct of Grantee. Without limiting the foregoing, Grantee shall indemnify and hold harmless each Covered Person against any and all Damages that may arise out of or are imposed because of the failure to comply with the provisions of applicable law by Grantee or any of its agents, officers, directors, employees or subcontractors.

b. In no event shall either Party be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever (including but not limited to lost profits or interruption of business) arising out of or related to Participant’s performance of the Project under this Agreement.

17. Public Records and Open Checkbook

As a public entity, MassCEC is subject to Massachusetts' Public Records Law, codified at Chapter 66 of the Massachusetts General Laws ("Public Records Law"). Grantee acknowledges and agrees that any documentary material, data, or other information submitted to MassCEC are presumed to be public records. An exemption to the Public Records Law may apply to certain records, including materials that fall under certain categories under a statutory or common law exemption, including the limited exemption at Massachusetts General Laws Chapter 23J, Section 2(k) regarding certain types of confidential information submitted to MassCEC by an applicant for any form of assistance. Thus, MassCEC urges Grantee to carefully consider what documents, materials, data and other information are submitted to MassCEC in connection with this Agreement.

In line with Public Records Law requirements, MassCEC generally considers the following types of information as confidential:

• The financial terms contained in leases, power or REC purchase agreements, or service contracts with other parties

• Project pro-formas and statements regarding financial thresholds • Personal information (Social Security numbers should NOT be provided to MassCEC)

Grantee agrees and acknowledges that MassCEC shall have the right to disclose the name of Grantee and/or payee, the amount of the payment under the Agreement, and any other information it may deem reasonably necessary on Open Checkbook, the Commonwealth of Massachusetts’ online database of state spending, or any other applicable state spending website.

18. Insurance

Grantee shall obtain and maintain in effect through the term of this Agreement appropriate insurance coverage for its activities under this Agreement. GRANTEE ACKNOWLEDGES THE SUFFICIENCY OF THE TYPES AND AMOUNTS OF INSURANCE COVERAGE MAINTAINED AND THE APPROPRIATENESS OF THOSE COVERAGES FOR THE DURATION OF THE TERM. At MassCEC’s request, Grantee will provide MassCEC with copies of the certificates of insurance evidencing such coverage. The carrying of any of the insurance required hereunder shall not be interpreted as relieving the Grantee of any responsibility to MassCEC.



19. Conflict of Interest

Grantee acknowledges that all MassCEC employees are subject to the Massachusetts Conflict of Interest statute, codified at Chapter 268A if the Massachusetts General Laws.

20. Lobbying

No funds awarded by this Agreement may be used to pay for or otherwise support any activities intended to influence any matter pending before the Massachusetts General Court or for activities covered by the law and regulations governing “legislative agents” or “executive agents” set forth in the Massachusetts Lobbying Law, M.G.L. c.3, § 39.

21. Choice of Law and Forum; Arbitration; Equitable Relief

a. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. Any dispute arising out of or relating to this Agreement or the breach, termination or invalidity hereof, whether before or after termination hereof, if not resolved by negotiation among the parties within thirty (30) days after such dispute is raised by either Party in writing, will be settled by binding arbitration by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction over this Agreement. Any such arbitration will be conducted in or near Boston, Massachusetts. The prevailing Party shall be entitled to receive from the other Party its reasonable attorney’s fees and costs incurred in connection with any action, proceeding or arbitration hereunder.

b. This Section shall not be construed to limit any other legal rights of the parties. Each Party acknowledges and agrees that any breach or threatened breach of this Agreement by the other Party may result in substantial, continuing and irreparable damage to the first Party. Therefore, before or during any arbitration, either Party may apply to a court having jurisdiction for a temporary restraining order or preliminary injunction, where such relief is necessary to protect its interests pending completion of the arbitration proceedings.

22. Force Majeure

Neither Party shall be liable to the other, or be deemed to be in breach of this Agreement, for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include, but are not limited to, acts of God or of a public enemy, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, or unusually severe weather. Dates or times of performance including the Term of this Agreement may be extended to account for delays excused by this Section, provided that the Party whose performance is affected notifies the other promptly in accordance with the requirements of Section 5 of the existence and nature of such delay.

23. Independent Status

Nothing in this Agreement will be construed or deemed to create a relationship of employer and employee, partner, joint venture, or principal and agent between MassCEC and Grantee, its employees, agents, or officers.

24. Waivers

Conditions, covenants, duties, and obligations contained in this Agreement may be waived only by written agreement between the Parties. Forbearance or indulgence in any form or manner by a Party shall not be construed as a waiver, nor in any way limit the remedies available to that Party.



25. Counterparts

This Agreement 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.

26. Amendments, Entire Agreement, and Attachments

All conditions, covenants, duties, and obligations contained in this Agreement may be amended only through a written amendment signed by the Grantee and MassCEC. The Parties understand and agree that this Agreement supersedes all other verbal and written agreements and negotiations by the Parties regarding the Project set forth herein. The following are attached and incorporated to this Agreement:

a. Attachment 1—Scope of Work b. Attachment 2—Feasibility Study Outline c. Attachment 3—Project Budget d. Attachment 4—Expenditure and Cost-Share Certification Statement

[Remainder of Page Intentionally Blank]



In witness whereof, the Parties have caused this Agreement to be executed as a document under seal as of the Effective Date set forth in the first paragraph hereof.

Massachusetts Clean Energy Technology Center <Grantee> By: By: Name: Name: Title: Title: Date: Date:

Federal Tax ID No.:



Attachment 1 SCOPE OF WORK

Project Summary

[description of the project] Milestone and Grant Installment Schedule The following table summarizes the Milestone deadlines and associated Grant Installments. Please refer to the Project Deliverable Requirements by Milestone on the following page for a detailed description of deliverables to be submitted to demonstrate completion of each Milestone.

SAMPLE – will be customized for each Project; Applicants should refer to Solicitation for further details

Milestone Due Maximum Grant Installment

Kick-Off Meeting Scheduled upon execution of Grant Agreement 0%

Draft final feasibility study submitted to MassCEC

12 months from effective date of Grant Agreement 0%

Final feasibility study submitted to MassCEC

15 months from effective date of Grant Agreement 100%

Note: Due dates are deadlines; deliverables and invoices may be submitted earlier and will be reviewed when received.



Attachment 2 FEASIBILITY STUDY OUTLINE for <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.



Attachment 3 PROJECT BUDGET



Attachment 4

EXPENDITURE AND COST-SHARE CERTIFICATION For submission with each invoice for a Grant Installment

Grantee Name: ______________________________________

Grant Agreement Number: ______________________________________

Date Submitted: ______________________________________

Grant Milestone: ______________________________________

Requested Amount: $______________________________________

This Expenditure and Cost Share Certification is subject to the Grant Agreement, 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 Grant 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 3(b) of the Grant Agreement; and

4. Grantee will use the Grant funds to promptly pay its vendors for any amounts outstanding.

By: ______________________________________ (signed, not typed)

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.)



Exhibit A ACTUAL EXPENDITURES AND COST-SHARE SUMMARY

Instructions to Grantee: Upon completion of final and approved study, fill in the table below with actual allowable expenses incurred, date(s) incurred, amounts paid to vendors or consultants to date, and date(s) of payment. Note: The minimum Grantee Cost Share required can be found in Section 3.b of the Grant Agreement. MassCEC requires that the amount paid to vendors and consultants in the aggregate meet the minimum cost share requirement, per the Grant agreement; the cost share requirement does not need to be met for each line-item expense individually.

Consultant/Vendor Expenses Incurred

Date(s) Incurred

Date Paid by Grantee

Amt Grantee Paid

Consultant/Vendor Total $0.00 $0

Direct or Related-Party Labor Expenses Incurred

Date(s) Incurred

Date Paid by Grantee

Amt Grantee Paid

Direct/Related-Party Labor Total $0.00 $0

Grand Total $0.00 $0 Direct /Related-Party Labor as %

of Grand Total %

Grantee Cost Share (total Amt Grantee Paid/Total Incurred) %

Payment Request $ Minimum Grantee Cost Share

(from Grant Agreement) % MassCEC Share

(based on Payment Request and Total Expenses Incurred) % Cost-Share Met? (yes/no)

Appendix A Feasibility Study Grant Reference Materialsfiles.masscec.com/Appendix A - Feasibility Reference Materials 8... · Sample Feasibility Study Outline ... items may include

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