Common use of Task Work Orders Clause in Contracts

Task Work Orders. All projects conducted under this Agreement will be defined by written Task Work Orders as outlined in Task Work Order Plans as described below. The Contractor will not be compensated for time spent in the preparation of Task Work Order Plans. The following steps will be followed for all Task Work Orders: (a) For Task Work Orders that are greater than $250,000, NYSERDA's Project Manager will prepare a Task Work Order Request outlining a specific project within the scope of this Statement of Work and issue the Task Work Order Request by mini-bid to all eligible contractors in the categories defined under Section 2 above. Contractors may be asked to assist in describing the elements of the project, but final determination of the parameters of the project is at ▇▇▇▇▇▇▇'s discretion. (b) In those instances where the total budget for the Task Work Order will be $250,000 or less, the NYSERDA Project Manager has the option, but not the obligation, to issue a Task Work Order Request only to the top ranked contractor as determined in the RFQL 5856 review process. The Contractor is the top ranked contractor under Category above. If the top ranked contractor is unavailable, or the response is unsatisfactory and if the Project Manager is unable to modify the proposal to make it acceptable, the Project Manager has the option to reissue the Task Work Order Request to all contractors approved under a category above. For Task Work Orders that are greater than $250,000, the Project Manager will always issue a mini-bid as described above. (c) The request prepared by NYSERDA will outline the services and work products to be provided and the time frame, if known, within which the project must be completed. NYSERDA’s project request will include the date by which the Contractors shall respond to the request. (d) In response to ▇▇▇▇▇▇▇'s request, the Contractor shall prepare a written statement declining to submit a Task Work Order Plan for the work or agreeing to perform the project outlined in the Task Work Order Request. Acceptance of the project should be accompanied by a proposed Task Work Order Plan, which shall include the following, as appropriate: • The goals and objectives of the project. • The approach that will be taken and the tasks that must be accomplished to achieve the goals and objectives of the project. • Project deliverables, services, and work products associated with the project. • Project time frame and reporting and reimbursement schedule. • The names and titles of individuals to be assigned to work on the project, and, if requested by ▇▇▇▇▇▇▇, a description of the experience and qualifications of the assigned individuals. • The total not-to-exceed cost of the project, including a breakout by task and by title, hourly rate, hours, and non-labor costs in accordance with Exhibit E. (e) NYSERDA shall review the Contractor's proposed Task Work Order Plan in conjunction with the Task Work Order Plans of the other eligible Contractors responding in the affirmative to NYSERDA’s Task Work Order Request and shall select one or more contractors to perform the work on the project. NYSERDA also reserves the right to not proceed with a Task Work Order if none of the Task Work Order Plans is considered acceptable. NYSERDA shall review responses to the Task Work Order Request based on the criteria set forth in the request. If the Contractor’s Task Work Order Plan is selected, based on the criteria identified below, NYSERDA will issue a Task Work Order incorporating the terms of the Task Work Order Plan. If the Contractor’s Task Work Order Plan is not acceptable, NYSERDA has the option to request that the Contractor make changes to the Task Work Order Plan and resubmit it. (f) Once the Contractor has been selected pursuant to the process outlined in 3(e) above, NYSERDA has the discretion to select another contractor to complete the work identified in the Task Work Order Request, if NYSERDA determines that the parties will be unable to reach agreement on the terms of the Task Work Order Plan. (g) When NYSERDA selects the Contractor pursuant to the process outlined in 3 (e) and (f) above and agreement has been reached on the terms of the Task Work Order Plan, NYSERDA will issue a Task Work Order, following which the Contractor shall carry out the work pursuant to the requirements of the Task Work Order. The work set forth in the Task Work Order shall, upon its issuance by NYSERDA, constitute the Work to be performed by the Contractor under this Agreement. (h) Task Work Orders may be issued at any time during the Project Period stated in Item 5 of Page One of this Agreement. (i) The Contractor shall not commence work prior to issuance by NYSERDA of a Task Work Order for such work, except at its own financial risk. (j) If NYSERDA determines that a Task Work Order must be modified subsequent to issuing the Task Work Order, NYSERDA may issue a Task Work Order Modification Request. The Contractor shall then prepare a modification to the Task Work Order Plan. If the Contractor's modified Task Work Order Plan is acceptable to NYSERDA, then NYSERDA may issue a Task Work Order Modification incorporating the terms of the Contractor's modified Task Work Order Plan. (k) When agreed to by the Contractor and NYSERDA, progress payments may be made upon completion of deliverables in an approved Task Work Order. (l) NYSERDA will review and approve all work products associated with the project to ensure that all items included in the Task Work Order are satisfactorily completed within the prescribed time frame. The Contractor shall not be held accountable for delays caused by NYSERDA. (m) The Contractor shall not be responsible for follow-up activities not specified in the Task Work Order nor in Section 4 (Contractor Responsibilities). If additional follow up activities should be required, a separate Task Work Order Plan will be developed to cover the activities.

Task Work Orders. All projects conducted under this Agreement will be defined by written Task Work Orders as outlined in Task Work Order Plans as described below. The Contractor will not be compensated for time spent in the preparation of Task Work Order Plans. Preparation of Task Work Order Plans is considered covered by the Contractor’s overhead expenses. The following steps will be followed for all Task Work Orders: (a) For Task Work Orders NYSERDA will, at its discretion, pursue either of the following options: Option 1) Issue a Project Request to the consultant that are greater than $250,000has been approved as having a specialized capability under a specified Support Area, NYSERDA's or; Option 2) Issue a Project Manager will prepare Request to all consultants retained under a Task Work Order Request outlining specified Support Area by engaging in a specific project within the scope of this Statement of Work and issue the Task Work Order Request by mini-bid to all eligible contractors in the categories defined under Section 2 above. Contractors may be asked to assist in describing the elements of the project, but final determination of the parameters of the project is at ▇▇▇▇▇▇▇'s discretionprocess. (b) In those instances where Under Option 1, the total budget for contractor shall submit a Project Request Response. If the response from the consultant is considered satisfactory, a written Task Work Order Plan will be $250,000 or less, the NYSERDA Project Manager has the option, but not the obligation, to issue a Task Work Order Request only to the top ranked contractor as determined in the RFQL 5856 review process. The Contractor is the top ranked contractor under Category abovecompleted (detailed below). If the top ranked contractor consultant is unavailable, or the response is considered unsatisfactory and if the Project Manager is and the Contractor are unable to modify agree on modifications to the proposal to make it acceptable, the Project Manager has the option to reissue the Task Work Order Project Request to all contractors approved under a category above. For Task Work Orders that are greater than $250,000, the Project Manager will always issue as a mini-bid bid, as described abovein Option 2, to all firms approved under that Support Area. (c) For Option 2, ▇▇▇▇▇▇▇'s Project Manager will issue copies of the Project Request to the qualified contractors, inviting them to submit a Project Request Response. (d) NYSERDA may request of all eligible Contractors that they informally provide feedback on the scope or approach of the Project Request, ahead of issuing the Project Request. (e) Depending on the nature of the specific Project Request and to address the potential for real or perceived conflicts of interests, NYSERDA may choose to employ a pre-screening process prior to or within the release of a Project Request. Whether a pre-screening process is used and what form it takes will be at the sole discretion of NYSERDA and will be tailored to address the particular Project Request. All eligible Contractors retained under a specified Support Area shall be subject to any pre-screening process employed. Upon consideration of the submissions in response to any pre-screening process and other public information, NYSERDA, in its sole discretion, will determine the ultimate pool of Contractors eligible within the Support Area to participate in a mini-bid that it deems free from any actual or potential business, professional, personal or other interest that would conflict in any manner or degree with the performance of the Project Request or any of its obligations under this Agreement. If following issuance of a Task Work Order for services under this Agreement, any actual or potential conflict of interest arises during the term of this Agreement, the Contractor shall provide NYSERDA with immediate written notice of a potential conflict. If NYSERDA determines that such conflict poses a material conflict to and with the performance of the Contractor's obligations under this Agreement that would compromise the value or integrity of the work under the Task Work Order, then NYSERDA may immediately terminate the Contractor’s work on the Task Work Order at issue upon written notice to the Contractor. Such termination of the Task Work Order shall be effective upon the receipt of such notice by the Contractor. (f) The request Project Request prepared by NYSERDA ▇▇▇▇▇▇▇ will outline the services and work products to be provided and the time frame, if known, within which the project must be completed. NYSERDA’s project request will Project Request shall include the date by which the Contractors Contractor shall respond to the request. The Project Request will specify the requirements for the Project Request Response, which may include all or part of the requirements for the Task Work Order Plan indicated further below. (dg) In response to ▇▇▇▇▇▇▇NYSERDA's requestProject Request, the Contractor shall prepare either submit a Project Request Response or a written statement declining to submit a Project Request Response. (h) NYSERDA shall review the Contractor's Project Request Response in conjunction with the Project Request Responses of the other eligible Contractors responding in the affirmative to NYSERDA’s Project Request. NYSERDA may also hold interviews at its discretion with some or all of the Contractors who submit Project Request Responses. NYSERDA shall select one or more Contractors to perform the work on the project based on the criteria set out in the Project Request. The relative weighting of criteria is at NYSERDA’s discretion and may vary by individual project. NYSERDA reserves the right to not proceed with a Task Work Order if no Project Request Responses are acceptable to NYSERDA. (i) If the Contractor’s Project Request Response is selected, the Contractor shall draft a Task Work Order Plan for and NYSERDA will work with the work or agreeing Contractor to perform the project outlined in finalize the Task Work Order RequestPlan. Acceptance of the project should be accompanied by a proposed The Task Work Order Plan, which shall include Plan will set out the following, as appropriate: • The goals and objectives of the project. • The approach that will be taken and the tasks that must be accomplished to achieve the goals and objectives of the project. • Project A project plan containing workstreams, timing/milestones, project deliverables, services, and work products tasks associated with the project. • Project time frame and reporting and reimbursement schedule. • The names and titles of individuals to be assigned to work on the project, and, if requested by ▇▇▇▇▇▇▇, and a description of the experience and qualifications of the assigned individuals. • The total not-to-exceed cost of the project, including a breakout by task and by title, hourly rate, hours, and non-labor costs costs. Note that the labor rates for each subsequent Task Work Order must be consistent with the rates set forth in accordance with Exhibit E.this Agreement. (ej) NYSERDA shall review the Contractor's proposed The Task Work Order Plan in conjunction shall be aligned with the Task Work Order Plans requirements of the other eligible Contractors responding in the affirmative to NYSERDA’s Task Work Order Project Request and shall select one or more contractors to perform the work on the project. NYSERDA also reserves the right to not proceed with a Task Work Order if none of the Task Work Order Plans is considered acceptable. NYSERDA shall review responses to the Task Work Order Request based on the criteria set forth in the request. If the Contractor’s Task Work Order Plan is selected, based on the criteria identified below, NYSERDA will issue a Task Work Order incorporating the terms of the Task Work Order Plan. If the Contractor’s Task Work Order Plan is not acceptable, NYSERDA has the option Project Request Response unless deviations are agreed to request that the Contractor make changes to the Task Work Order Plan and resubmit itby NYSERDA. (fk) Once the Contractor has been selected pursuant to the process outlined in 3(e) above, NYSERDA has the discretion to select another contractor to complete the work identified in the Task Work Order Request, if NYSERDA determines that the parties will be unable to reach agreement on the terms of the Task Work Order Plan. (gl) When NYSERDA selects the Contractor pursuant to the process outlined in 3 (e) and (f) above and agreement has been reached on the terms of the Task Work Order Plan, NYSERDA will issue a written Notice to Proceed and a Task Work Order, following which the Contractor shall carry out the work pursuant to the requirements of the Task Work Order. The work set forth in the Task Work Order shall, upon its issuance by NYSERDA, constitute the Work to be performed by the Contractor under this Agreement. (hm) Task Work Orders may be issued at any time during the Project Period stated in Item 5 of Page One of this Agreement. (in) The Contractor shall not commence work prior to issuance by NYSERDA of a written Notice to Proceed and a Task Work Order for such work, except at its own financial risk. (jo) If NYSERDA determines that a Task Work Order must be modified subsequent to issuing the Notice to Proceed and Task Work Order, NYSERDA may issue a Task Work Order Modification Request. The Contractor shall then prepare a modification to the Task Work Order Plan. If the Contractor's modified Task Work Order Plan is acceptable to NYSERDA, then NYSERDA may issue a Task Work Order Modification incorporating the terms of the Contractor's modified Task Work Order Plan. (kp) When agreed to by the Contractor and NYSERDA, progress payments may be made upon completion of deliverables in an approved Task Work OrderOrder Plan. (lq) NYSERDA will review and approve all work products associated with the project to ensure that all items included in the Task Work Order are satisfactorily completed within the prescribed time frame. The Contractor shall not be held accountable for delays caused by NYSERDA. (mr) The Contractor shall not be responsible for follow-up activities not specified in the Task Work Order nor Order, or in Section 4 (Contractor Responsibilities). If additional follow up activities should be required, a separate Task Work Order Plan will be developed to cover the activities. • Be worded using action phrases, and should always start with “The Contractor shall…” • Tasks should be worded so it is clear what the Contractor is required to do. • If the Contractor is working with a subcontractor, it should say which one, specifically (unless there is only one, or all of them, in which case ‘Subcontractor’ or Subcontractor’s, respectively, is acceptable.) • Avoid using phrases like ‘etc,’ or ‘including, but not limited to;’ these phrases are ambiguous and hard to enforce. • Tasks should be linear, so later tasks build on earlier tasks, and earlier tasks inform work being completed later on, as much as possible. • When referring to previous tasks, it should be worded as “….the work/report/system/method approved in Task X.” Task X Deliverable- This should be directly tied to the work completed in the Task. Most, if not all Tasks, should have a deliverable, except in special circumstances. • Deliverables should be a tangible item: a report, a presentation, pictures, purchase orders or bills of lading. • Deliverables should not be something not asked for the in the Task, and work completed in the Task should be reported on in the deliverable. Task X Schedule- Every Task should have a timeframe from the Effective Date that the work is expected to be completed in. This can be divided up task by task or included as a separate attachment. (Repeat Identification of task and deliverable as often as needed under this contract.)

Task Work Orders. All projects conducted under this Agreement will be defined by written Task Work Orders as outlined in Task Work Order Plans as described below. The Contractor will not be compensated for time spent in the preparation of Task Work Order Plans. Preparation of Task Work Order Plans is considered covered by the Contractor’s overhead expenses. The following steps will be followed for all Task Work Orders: (a) For Task Work Orders NYSERDA will, at its discretion, pursue either of the following options: Option 1) Issue a Project Request to the consultant that are greater than $250,000has been approved as having a specialized capability under a specified Support Area, NYSERDA's or; Option 2) Issue a Project Manager will prepare Request to all consultants retained under a Task Work Order Request outlining specified Support Area by engaging in a specific project within the scope of this Statement of Work and issue the Task Work Order Request by mini-bid to all eligible contractors in the categories defined under Section 2 above. Contractors may be asked to assist in describing the elements of the project, but final determination of the parameters of the project is at ▇▇▇▇▇▇▇'s discretionprocess. (b) In those instances where Under Option 1, the total budget for contractor shall submit a Project Request Response. If the response from the consultant is considered satisfactory, a written Task Work Order Plan will be $250,000 or less, the NYSERDA Project Manager has the option, but not the obligation, to issue a Task Work Order Request only to the top ranked contractor as determined in the RFQL 5856 review process. The Contractor is the top ranked contractor under Category abovecompleted (detailed below). If the top ranked contractor consultant is unavailable, or the response is considered unsatisfactory and if the Project Manager is and the Contractor are unable to modify agree on modifications to the proposal to make it acceptable, the Project Manager has the option to reissue the Task Work Order Project Request to all contractors approved under a category above. For Task Work Orders that are greater than $250,000, the Project Manager will always issue as a mini-bid bid, as described abovein Option 2, to all firms approved under that Support Area. (c) For Option 2, ▇▇▇▇▇▇▇'s Project Manager will issue copies of the Project Request to the qualified contractors, inviting them to submit a Project Request Response. (d) NYSERDA may request of all eligible Contractors that they informally provide feedback on the scope or approach of the Project Request, ahead of issuing the Project Request. (e) Depending on the nature of the specific Project Request and to address the potential for real or perceived conflicts of interests, NYSERDA may choose to employ a pre-screening process prior to or within the release of a Project Request. Whether a pre-screening process is used and what form it takes will be at the sole discretion of NYSERDA and will be tailored to address the particular Project Request. All eligible Contractors retained under a specified Support Area shall be subject to any pre-screening process employed. Upon consideration of the submissions in response to any pre-screening process and other public information, NYSERDA, in its sole discretion, will determine the ultimate pool of Contractors eligible within the Support Area to participate in a mini-bid that it deems free from any actual or potential business, professional, personal or other interest that would conflict in any manner or degree with the performance of the Project Request or any of its obligations under this Agreement. If following issuance of a Task Work Order for services under this Agreement, any actual or potential conflict of interest arises during the term of this Agreement, the Contractor shall provide NYSERDA with immediate written notice of a potential conflict. If NYSERDA determines that such conflict poses a material conflict to and with the performance of the Contractor's obligations under this Agreement that would compromise the value or integrity of the work under the Task Work Order, then NYSERDA may immediately terminate the Contractor’s work on the Task Work Order at issue upon written notice to the Contractor. Such termination of the Task Work Order shall be effective upon the receipt of such notice by the Contractor. (f) The request Project Request prepared by NYSERDA ▇▇▇▇▇▇▇ will outline the services and work products to be provided and the time frame, if known, within which the project must be completed. NYSERDA’s project request will Project Request shall include the date by which the Contractors Contractor shall respond to the request. The Project Request will specify the requirements for the Project Request Response, which may include all or part of the requirements for the Task Work Order Plan indicated further below. (dg) In response to ▇▇▇▇▇▇▇NYSERDA's requestProject Request, the Contractor shall prepare either submit a Project Request Response or a written statement declining to submit a Project Request Response. (h) NYSERDA shall review the Contractor's Project Request Response in conjunction with the Project Request Responses of the other eligible Contractors responding in the affirmative to NYSERDA’s Project Request. NYSERDA may also hold interviews at its discretion with some or all of the Contractors who submit Project Request Responses. NYSERDA shall select one or more Contractors to perform the work on the project based on the criteria set out in the Project Request. The relative weighting of criteria is at NYSERDA’s discretion and may vary by individual project. NYSERDA reserves the right to not proceed with a Task Work Order if no Project Request Responses are acceptable to NYSERDA. (i) If the Contractor’s Project Request Response is selected, the Contractor shall draft a Task Work Order Plan for and NYSERDA will work with the work or agreeing Contractor to perform the project outlined in finalize the Task Work Order RequestPlan. Acceptance of the project should be accompanied by a proposed The Task Work Order Plan, which shall include Plan will set out the following, as appropriate: • The goals and objectives of the project. • The approach that will be taken and the tasks that must be accomplished to achieve the goals and objectives of the project. • Project A project plan containing workstreams, timing/milestones, project deliverables, services, and work products tasks associated with the project. • Project time frame and reporting and reimbursement schedule. • The names and titles of individuals to be assigned to work on the project, and, if requested by ▇▇▇▇▇▇▇, and a description of the experience and qualifications of the assigned individuals. • The total not-to-exceed cost of the project, including a breakout by task and by title, hourly rate, hours, and non-labor costs costs. Note that the labor rates for each subsequent Task Work Order must be consistent with the rates set forth in accordance with Exhibit E.this Agreement. (ej) NYSERDA shall review the Contractor's proposed The Task Work Order Plan in conjunction shall be aligned with the Task Work Order Plans requirements of the other eligible Contractors responding in the affirmative to NYSERDA’s Task Work Order Project Request and shall select one or more contractors to perform the work on the project. NYSERDA also reserves the right to not proceed with a Task Work Order if none of the Task Work Order Plans is considered acceptable. NYSERDA shall review responses to the Task Work Order Request based on the criteria set forth in the request. If the Contractor’s Task Work Order Plan is selected, based on the criteria identified below, NYSERDA will issue a Task Work Order incorporating the terms of the Task Work Order Plan. If the Contractor’s Task Work Order Plan is not acceptable, NYSERDA has the option Project Request Response unless deviations are agreed to request that the Contractor make changes to the Task Work Order Plan and resubmit itby NYSERDA. (fk) Once the Contractor has been selected pursuant to the process outlined in 3(e) above, NYSERDA has the discretion to select another contractor to complete the work identified in the Task Work Order Request, if NYSERDA determines that the parties will be unable to reach agreement on the terms of the Task Work Order Plan. (gl) When NYSERDA selects the Contractor pursuant to the process outlined in 3 (e) and (f) above and agreement has been reached on the terms of the Task Work Order Plan, NYSERDA will issue a written Notice to Proceed and a Task Work Order, following which the Contractor shall carry out the work pursuant to the requirements of the Task Work Order. The work set forth in the Task Work Order shall, upon its issuance by NYSERDA, constitute the Work to be performed by the Contractor under this Agreement. (hm) Task Work Orders may be issued at any time during the Project Period stated in on Page 1, Item 5 of Page One No. 4, Project Period, of this Agreement. (in) The Contractor shall not commence work prior to issuance by NYSERDA of a written Notice to Proceed and a Task Work Order for such work, except at its own financial risk. (jo) If NYSERDA determines that a Task Work Order must be modified subsequent to issuing the Notice to Proceed and Task Work Order, NYSERDA may issue a Task Work Order Modification Request. The Contractor shall then prepare a modification to the Task Work Order Plan. If the Contractor's modified Task Work Order Plan is acceptable to NYSERDA, then NYSERDA may issue a Task Work Order Modification incorporating the terms of the Contractor's modified Task Work Order Plan. (kp) When agreed to by the Contractor and NYSERDA, progress payments may be made upon completion of deliverables in an approved Task Work OrderOrder Plan. (lq) NYSERDA will review and approve all work products associated with the project to ensure that all items included in the Task Work Order are satisfactorily completed within the prescribed time frame. The Contractor shall not be held accountable for delays caused by NYSERDA. (mr) The Contractor shall not be responsible for follow-up activities not specified in the Task Work Order nor Order, or in Section 4 (Contractor Responsibilities). If additional follow up activities should be required, a separate Task Work Order Plan will be developed to cover the activities.