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HomeMy WebLinkAboutGrantForm3_10-7-09updated Alaska Energy Authority Grant Agreement Grant Agreement Number [Buy-from Vendor No.] Amount of Funds: $ GRANT AMOUNT Project Code(s) [Shortcut Dimension 2 Code] Encumbrance Number/AR [No.] Period of Performance: From: To: Project Title: [Posting Description] Grantee Grantor Name [Name] [Name 2] Alaska Energy Authority Street/PO Box [Address] Street/PO Box 813 W. Northern Lights Blvd City/State/Zip [City], [ZIP Code] [Country Code] City/State/Zip Anchorage, AK 99503 Contact Person [Pay-to Constituent] Contact Person [Your Reference], Project Manager Phone: 907-999-9999 Fax: 907-999-9999 E-mail: Phone: 907-771-9999 Fax: 907-771-3044 E-mail: AGREEMENT The Alaska Energy Authority (hereinafter „Authority‟) and [Name] [Name 2] (hereinafter „Grantee‟) agree as set forth herein. Section I. The Authority shall grant funds to pay for expenses incurred by the Grantee under the terms and conditions of this Agreement, in an amount not to exceed $ GRANT AMOUNT, unless the grant amount is amended as provided herein. Section II. The Grantee shall apply the grant funds to the Project and perform all of the work and other obligations required by this Agreement. Section III. Performance under this agreement begins (Date expenditures can start) and shall be completed no later than INSERT COMPLETION DATE. Section IV. The agreement consists of this page and the following: Appendices Attachments/Forms (As required) Appendix A: General Provisions Appendix B: Standard Provisions Appendix C: Grantee Proposal/Scope of Work Appendix D: Project Management & Reporting Requirements Appendix E: Project Budget & Reimbursement Provisions AMENDMENTS: Any amendments to this Agreement must be signed by authorized representatives of Grantee and the Authority and should be listed here. Attachment 1: Financial Report/Request for Reimbursement Form Attachment 2: Progress Report Form Attachment 3: Other Funding Sources Agreement(s) Attachment 4: Notice of Substantial Completion Attachment 5: Notice of Project Closeout Attachment 6: Waiver of Sovereign Immunity (if required) Grantee Authority Project Manager Executive Director or Designee Signature Signature Signature Printed Name and Title [Pay-to Constituent] Printed Name and Title [Your Reference], Project Manager Steve Haagenson, AEA Executive Director Date Date Date PROJECT NAME Grant Agreement # Page 2 of 34 Table of Contents Grant No. [Buy-from Vendor No.] AGREEMENT ...................................................................................................................................................... 1 APPENDIX A GENERAL PROVISIONS .............................................................................................................. 5 1. DEFINITIONS ............................................................................................................................................... 5 2. AUTHORITY SAVED HARMLESS ............................................................................................................... 5 3. WORKERS’ COMPENSATION INSURANCE ............................................................................................... 5 4. INSURANCE ................................................................................................................................................. 6 5. EQUAL EMPLOYMENT OPPORTUNITY (EEO) .......................................................................................... 6 6. PUBLIC PURPOSES ..................................................................................................................................... 6 7. OFFICIALS NOT TO BENEFIT..................................................................................................................... 6 8. GOVERNING LAW ...................................................................................................................................... 6 9. COMPLIANCE WITH APPLICABLE LAW AND FUNDING SOURCE REQUIREMENTS .............................. 6 10. SEVERABILITY ........................................................................................................................................... 7 11. NON-WAIVER .............................................................................................................................................. 7 12. INTEGRATION ............................................................................................................................................. 7 13. GRANTEE NOT AGENT OF AUTHORITY ................................................................................................... 7 14. DISPUTES .................................................................................................................................................... 7 15. TERMINATION ............................................................................................................................................ 7 16. TERMINATION DUE TO LACK OF FUNDING ............................................................................................. 8 17. NO ASSIGNMENT OR DELEGATION .......................................................................................................... 8 18. NO THIRD PARTY BENEFICIARIES ........................................................................................................... 8 19. NO ADDITIONAL WORK OR MATERIAL ................................................................................................... 8 20. CHANGES .................................................................................................................................................... 8 21. RIGHT TO WITHHOLD FUNDS ................................................................................................................... 8 22. REMISSION OF UNEXPENDED FUNDS ...................................................................................................... 9 23. TAX COMPLIANCE RESPONSIBILITIES OF GRANTEE ............................................................................. 9 24. LOBBYING ACTIVITIES .............................................................................................................................. 9 25. FINANCIAL MANAGEMENT AND ACCOUNTING ...................................................................................... 9 26. PROCUREMENT STANDARDS .................................................................................................................... 9 27. REPORTING REQUIREMENTS .................................................................................................................... 9 28. OWNERSHIP OF DOCUMENTS AND PRODUCTS ....................................................................................... 9 29. INSPECTIONS AND RETENTION OF RECORDS ....................................................................................... 10 30. AUDITS ...................................................................................................................................................... 10 31. LEGAL AUTHORITY ................................................................................................................................. 10 32. GRANT CLOSE OUT .................................................................................................................................. 10 APPENDIX B STANDARD PROVISIONS ......................................................................................................... 11 1. PROJECT FUNDING SOURCES.................................................................................................................. 11 2 GOVERNING LAWS .................................................................................................................................. 11 3. ELIGIBLE COSTS ....................................................................................................................................... 11 DENALI COMMISSION OR OTHER FEDERAL GRANTS ADMINISTERED BY THE AUTHORITY: ........................ 11 State Grants: ...................................................................................................................................................... 11 4. INSURANCE REQUIREMENTS (NEED TO ADJUST PER PROJECT REQUIREMENTS.) .......................... 12 5. SOVEREIGN IMMUNITY (IF REQUIRED). ................................................................................................ 12 6. DISPOSITION OF EQUIPMENT (FEDERAL REQUIREMENT) ................................................................... 13 APPENDIX B1 STANDARD PROVISIONS FOR GENERAL DESIGN & CONSTRUCTION GRANT..... 13 1. DECLARATION OF PUBLIC BENEFIT ...................................................................................................... 13 2. GRANTEE PROJECT MANAGER ............................................................................................................... 13 PROJECT NAME Grant Agreement # Page 3 of 34 3. APPROVAL TO PROCEED WITH NEXT PHASE ....................................................................................... 13 4. CONTRACTS FOR ENGINEERING SERVICES ........................................................................................... 14 5. SITE CONTROL ......................................................................................................................................... 14 6. PERMITS .................................................................................................................................................... 14 7. EXCLUSION OF EXISTING ENVIRONMENTAL HAZARDS ...................................................................... 14 8. ENVIRONMENTAL STANDARDS .............................................................................................................. 14 9. CURRENT PREVAILING RATES OF WAGE AND EMPLOYMENT PREFERENCE .. ERROR! BOOKMARK NOT DEFINED. 10. CONSTRUCTION PLANS AND SPECIFICATIONS REVIEW ......... ERROR! BOOKMARK NOT DEFINED. 11. CONSTRUCTION CONTRACTOR INSURANCE AND BONDING .. ERROR! BOOKMARK NOT DEFINED. 12. POST CONSTRUCTION CERTIFICATION.................................................................................................. 15 13. OWNERSHIP OF FACILITIES .................................................................................................................... 15 14. OPERATION AND MAINTENANCE OF FACILITIES ................................................................................. 15 15. PERFORMANCE / OPERATION AND MAINTENANCE (O&M) REPORTING (FOR ALTERNATIVE ENERGY PROJECTS ONLY, NEED TO KNOW FOR HOW LONG, HOW OFTEN, AND WHO PAYS FOR THIS) ...... 16 16. TARIFFS & RATES FOR USE OF GRANT-FUNDED ASSETS.................................................................... 16 17. GRANT-FUNDED ASSETS NOT INCLUDED WITH PCE ........................................................................... 16 APPENDIX B2 STANDARD PROVISIONS FOR AEA MANAGED PROJECTS MAY BE USED FOR OTHER PASS-THRU ............................................................................................................................................... 16 1. AUTHORITY’S RESPONSIBILITIES .......................................................................................................... 16 2. FORCE ACCOUNT PAYROLL AND PROJECT COORDINATION .............................................................. 17 3. SUBSTANTIAL COMPLETION OF PROJECT ............................................................................................. 17 4. RIGHTS OF OTHER PARTIES .................................................................................................................... 18 5. DENALI COMMISSION APPROVAL .......................................................................................................... 18 6. ACKNOWLEDGEMENT OF PROJECT SUPPORT ....................................................................................... 18 APPENDIX C GRANTEE PROPOSAL/SCOPE OF WORK ............................................................................ 19 BASIC GRANT FORMAT: ....................................................................................................................................... 19 APPENDIX C-1 MODIFICATIONS TO GRANTEE’S PROPOSAL ............................................................... 20 APPENDIX D PROJECT MANAGEMENT & REPORTING REQUIREMENTS ......................................... 21 1. PROJECT MANAGEMENT ......................................................................................................................... 21 2. CONTACT PERSONS ................................................................................................................................. 21 3. MONTHLY PROGRESS AND FINANCIAL REPORTS ................................................................................ 21 3. QUARTERLY PROGRESS AND FINANCIAL REPORTS............................................................................. 22 4. DOCUMENTATION AND RECORD KEEPING ........................................................................................... 22 APPENDIX E PROJECT BUDGET & REIMBURSEMENT PROVISIONS ................................................... 23 1. ALLOWABLE COSTS (FOR STATE GRANTS ONLY; AS FEDERAL GRANTS WILL HAVE ALLOWABLE COSTS DEFINED BY THE CFRS.) ........................................................................................................................... 23 a. Direct Labor & Benefits ........................................................................................................................... 23 b. Travel, Meals, or Per Diem ...................................................................................................................... 23 c. Equipment ................................................................................................................................................. 23 d. Supplies .................................................................................................................................................... 23 e. Contractual services ................................................................................................................................. 24 f. Construction Services ............................................................................................................................... 24 g. Other Direct Costs .................................................................................................................................... 24 2. SPECIFIC EXPENDITURES NOT ALLOWED (NOT APPLICABLE TO FEDERAL FUNDS) ........................ 24 3. MATCH ...................................................................................................................................................... 25 4. COST SHARE MATCH REQUIREMENTS .................................................................................................. 25 5. VALUING IN-KIND SUPPORT AS MATCH ............................................................................................... 25 PROJECT NAME Grant Agreement # Page 4 of 34 6. GRANT DISBURSEMENTS ........................................................................................................................ 26 7. WITHHOLDING OF GRANT FUNDS .......................................................................................................... 26 8. ADVANCE DISBURSEMENTS (IF ALLOWED) .......................................................................................... 27 9. UNEXPENDED GRANT FUNDS AND INTEREST EARNED (THIS CLAUSE MAYBE MODIFIED DEPENDING ON THE SOURCE OF GRANT FUNDS.) ............................................................................................. 27 10. BUDGET FLEXIBILITY ................................................................. ERROR! BOOKMARK NOT DEFINED. 11. PROGRAM INCOME (FEDERAL PROJECT ISSUE) ................................................................................... 27 ATTACHMENT 1 FINANCIAL REPORT/REQUEST FOR REIMBURSEMENT FORM .......................... 28 ATTACHMENT 2 PROGRESS REPORT FORM ............................................................................................. 29 ATTACHMENT 3 OTHER FUNDING SOURCES AGREEMENT(S) ............................................................ 30 ATTACHMENT 4 NOTICE OF SUBSTANTIAL COMPLETION .................................................................. 31 ATTACHMENT 5 NOTICE OF PROJECT CLOSEOUT ................................................................................. 32 ATTACHMENT 6 WAIVER OF SOVEREIGN IMMUNITY (IF REQUIRED) ............................................. 33 PROJECT NAME Grant Agreement # Page 5 of 34 APPENDIX A GENERAL PROVISIONS 1. Definitions In this Grant Agreement, attachments and amendments: a) “Authority” means the Alaska Energy Authority, a public corporation of the State of Alaska. b) “Authorized Representatives” means those individuals or entities authorized by an entity to act on its behalf, with delegated authority sufficient to accomplish the purposes for which action is needed. c) “Executive Director” means the Executive Director of the Authority or the Executive Director‟s authorized representative. d) “Matching contributions” means the cash, loan proceeds, in-kind labor, equipment, land, other goods, materials, or services a grantee provides to satisfy any match requirements of a grant or to complete the Project. e) “Project” means [Posting Description] as defined in Appendix C (Scope of Grant) for which funds have been made available. f) “Project Manager” means the employee of the Authority responsible for assisting the Grantee with technical aspects of the Project and is one of the Grantor‟s contacts for the Grantee during all phases of the Project. g) “State” means the State of Alaska. OR h) “Denali Commission” means the federal-state commission established under 42 USC 3121 and its successors or assigns. 2. Authority Saved Harmless As a condition of this Grant, the Grantee agrees to defend, indemnify, and hold harmless the Authority and the State of Alaska, and their agents, servants, contractors, and employees, from and against any and all claims, demands, causes of action, actions, and liabilities arising out of, or in any way connected with this grant or the project for which the grant is made, howsoever caused, except to the extent that such claims, demands, causes of action, actions or liabilities are the proximate result of the sole negligence or willful misconduct of the Authority or the State of Alaska. 3. Workers’ Compensation Insurance The Grantee shall provide and maintain Workers‟ Compensation Insurance as required by AS 23.30 for all employees engaged in work under this Grant Agreement. The Grantee shall PROJECT NAME Grant Agreement # Page 6 of 34 require any contractor to provide and maintain Workers‟ Compensation Insurance for its employees as required by AS 23.30. 4. Insurance The Grantee is responsible for obtaining any necessary insurance and endorsements as defined in Appendix B Standard Provisions. 5. Equal Employment Opportunity (EEO) The Grantee may not discriminate against any employee or applicant for employment because of race, religion, color, national origin, age, physical handicap, sex, marital status, changes in marital status, pregnancy, or parenthood. The Grantee shall post in a conspicuous place, available to employees and applicants for employment, a notice setting out the provisions of this paragraph. The Grantee shall state in all solicitations or advertisements for employees to work on Authority funded projects, that it is an Equal Opportunity Employer (EEO) and that all qualified applications will receive consideration for employment without regard to race, religion, color, national origin, age, physical handicap, sex, marital status, changes in marital status, pregnancy or parenthood. The Grantee shall include the provisions of this EEO article in every contract relating to this Grant Agreement and shall require the inclusion of these provisions in every agreement entered into by any of its contractors, so that those provisions will be binding upon each contractor and subcontractor. 6. Public Purposes The Grantee agrees that the Project to which this Grant Agreement relates shall be dedicated to public purposes and any project constructed or equipment or facilities acquired, shall be owned and operated for the benefit of the general public. The Grantee shall spend monies appropriated under this grant only for the purposes specified in the Grant Agreement. The benefits of the Project shall be made available without regard to race, religion, color, national origin, age, physical handicap, sex, marital status, changes in marital status, pregnancy or parenthood. 7. Officials Not To Benefit No member of or delegate to Congress or the Legislature, or officials or employees of the Authority or Federal government may share any part of this agreement or any benefit to arise from it. 8. Governing Law This Grant Agreement is governed by the laws of the State of Alaska. Any civil action arising from this Agreement shall be brought in the Superior Court for the Third Judicial District of the State of Alaska at Anchorage. 9. Compliance with Applicable Law and Funding Source Requirements The Grantee shall comply with all applicable local, state and federal statutes, regulations, ordinances and codes, whether or not specifically mentioned herein. Refer to Appendix B Standard Provisions for more specific requirements. PROJECT NAME Grant Agreement # Page 7 of 34 10. Severability If any section, paragraph, clause or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall be unaffected and enforced to the fullest extent possible, and the invalid or unenforceable provision shall be deemed replaced with a valid and enforceable provision that is as similar as possible to such invalid or unenforceable provision. 11. Non-waiver The failure of either party at any time to enforce a provision of this Agreement shall in no way constitute a waiver of the provision, nor in any way affect the validity of this Agreement, or any part hereof, or the right of such party thereafter to enforce each and every provision hereof. 12. Integration This instrument and all appendices, amendments, and attachments hereto embody the entire Agreement of the parties concerning the grant funds granted hereunder. There are no promises, terms, conditions, or obligations regarding said funds other than those contained in the documents described above; and such documents shall supersede all previous communications, representations or agreements, either oral or written, between the parties hereto. To the extent there is any conflict between the provisions of Appendix A and B the Grantee‟s application or proposal, the provisions of Appendix A & B prevail. 13. Grantee Not Agent of Authority The Grantee and any agents and employees of the Grantee act in an independent capacity and are not officers or employees or agents of the Authority in the performance of this Grant Agreement. 14. Disputes Any dispute arising under this Grant Agreement which is not disposed of by mutual agreement must be raised to the Executive Director and will be decided by the Executive Director or the Executive Director‟s designee consistent with 3 AAC 108.910. The decision shall be in writing and mailed or otherwise furnished to the Grantee. The decision of the Executive Director or Designee is final and conclusive. 15. Termination a) The Grantee shall have no rights to compensation or damages for termination except as provided in this Section. b) In addition to all other rights available under law, the Authority may terminate this Agreement or stop work on the Project for the convenience of the Authority or for cause upon ten (10) days written notice. c) "Cause" for termination shall exist when the Grantee has failed to perform under this Agreement, has provided incorrect or misleading information or has failed to provide information which would have influenced the Authority's actions. In order for termination to be for cause, the Grantee's failure to perform or the Grantee's provision of incorrect, misleading, or omitted information must be material. d) If this Agreement is terminated for cause, the Grantee shall be entitled to no compensation. The Grantee shall reimburse the Authority for all grant funds expended PROJECT NAME Grant Agreement # Page 8 of 34 under this Agreement by the Grantee or on the Grantee‟s behalf including interest accrued from the date of disbursement. The Grantee shall also reimburse the Authority for any costs incurred to collect funds subject to reimbursement, and for any damages incurred by the Authority as a result of the Grantee‟s failure to perform or provision of incorrect or misleading information. The Authority may require the Grantee to return to the Authority some or all of the Project assets if this Agreement is terminated for cause. e) If this Agreement is terminated at the sole request of the Authority for the sole reason of its convenience, the Grantee is not required to reimburse the Authority for funds expended prior to the date of termination. If the Grantee has incurred costs under this agreement, the Grantee shall only be reimbursed by the Authority for eligible costs the Grantee incurred prior to the date of termination of the Agreement. However, prior to making any claim or demand for such reimbursement, the Grantee shall use its best effort to reduce the amount of such reimbursement through any means legally available to it. The Authority's reimbursement to the Grantee shall be limited to the encumbered, unexpended amount of funds available under this Agreement. 16. Termination Due to Lack of Funding In the event funding from the Authority, federal or other sources is withdrawn, reduced, or limited in any way after the effective date of this agreement and prior to normal completion, the Authority may terminate the agreement, reduce f unding, or re-negotiate subject to those new funding conditions. 17. No Assignment or Delegation The Grantee may not assign or delegate this Grant Agreement, or any part of it, or any right to any of the money to be paid under it, except with the written consent of the Executive Director or Designee. 18. No Third Party Beneficiaries Except as otherwise specified in this agreement, no person is a third party beneficiary of this Agreement and this Agreement creates no third party rights. Specifically, any person who is not a party to this Agreement shall be precluded from bringing any action asserting the liability of a party or asserting any right against a party to this Agreement, through the terms of this Agreement. No person, other than a party to this Agreement, may bring any action based upon this Agreement for personal injuries, property damages, or otherwise. 19. No Additional Work or Material No claims will be allowed for additional work, materials, or equipment, not specifically authorized in this Grant Agreement, which are performed or furnished by the Grantee. 20. Changes Any changes which have been agreed to by both parties will be attached and made a part of this Grant Agreement by use of a written Amendment. Any such Amendment must be dated and signed by Authorized Representatives of the Authority and the Grantee. 21. Right to Withhold Funds The Authority may withhold payments under this Grant Agreement for non-compliance with any of the provisions of this Grant Agreement. PROJECT NAME Grant Agreement # Page 9 of 34 22. Remission of Unexpended Funds The Grantee shall return all unexpended grant monies to the Authority within 90 days of the Project completion. 23. Tax Compliance Responsibilities of Grantee The Grantee is responsible for determining applicable federal, state, and local tax requirements, for complying with all applicable tax requirements, and for paying all applicable taxes. The Authority may issue an IRS Form 1099 for Grant payments made. The Grantee shall pay all federal, state and local taxes incurred by the Grantee and shall require the payment of all applicable taxes by any contractor or any other persons in the performance of this Grant Agreement. 24. Lobbying Activities In accepting these funds, the Grantee agrees and assures that none of the funds will be used for the purpose of lobbying activities before the United States Congress or Alaska Legislature. No portion of these funds may be used for lobbying or propaganda purposes as prohibited in AS 37.05.321, 18 U.S.C. 1913, 31 U.S.C. 1352, or other laws as applicable. 25. Financial Management and Accounting The Grantee shall establish and maintain a financial management and accounting system that conforms to generally accepted accounting principles. In addition, the accounting system must keep separate all grant funds awarded under this grant agreement. 26. Procurement Standards Grantees will follow competitive purchasing procedures that: 1) provide reasonable competitive vendor selection for small dollar procurements; 2) provide for competitive bids or requests for proposals for contracts and procurements greater than $100,000; 3) provide a justification process for non-competitive procurements or contracts; 4) document the source selection methods used for all contracts, equipment, or material transactions greater than $10,000; 5) and comply with other procurement requirements as defined in Appendix B. Grantees who have questions about their procurement procedures or a specific procurement should contact the Authority‟s Grant Manager. 27. Reporting Requirements The Grantee shall submit progress reports to the Authority according to the schedule established in Appendix D of this Grant Agreement. 28. Ownership of Documents and Products All designs, drawings, specifications, notes, artwork, computer programs, reports and other work developed with grant funds in the performance of this agreement are public domain and will be used by the Authority and/or public without notice or compensation to the Grantee. The Grantee agrees not to assert any rights and not to establish any claim under the design patent or copyright laws. Except as otherwise specifically agreed, and without limiting any Intellectual Property requirements of a federal funding agency, the Authority shall have unlimited rights to use and to disseminate any data produced or delivered in the performance of the contract. PROJECT NAME Grant Agreement # Page 10 of 34 29. Inspections and Retention of Records The Grantee shall keep a file for financial, progress and other records relating to the performance of the grant agreement. The file must be retained for a period of four years from the fully executed close out of the grant agreement or until final resolution of any audit findings claim or litigation related to the grant. The Authority may inspect, in the manner and at reasonable times it considers appropriate, records and activities under this Grant Agreement. 30. Audits (Choose State of Federal) This Grant Agreement is subject to 2 AAC 45.010 single audit regulations for State Grants. The Grantee must comply with all provisions of 2 AAC 45.010 and any additional audit requirements outlined in Appendix D. OR This Grant Agreement is subject to OMB Circular A-133 Audits of States, Local Governments, and Non-Profit Organizations. The Grantee must comply with all provisions of OMB Circular A- 133 and any additional audit requirements outlined in Appendix D. 31. Legal Authority The Grantee certifies that it possesses legal authority to accept grant funds under the State of Alaska and to execute the Project described in this Grant Agreement by signing the Grant Agreement document. The Grantee‟s relation to the Authority and the State of Alaska shall be at all times as an independent Grantee. 32. Grant Close out Upon completion of the all work or expenditure of all grant funds related to the Project the Authority will provide written notice to the Grantee that the Grant will be closed out with an effective date that the grant will be closed out. The Grant will be considered closed out by the effective date in the notice unless the Grantee provides written notice to the Project manager within 30 days after receipt of notice of Grant close out that they disagree. No additional reimbursements will be made to the Grantee after the grant is closed out. PROJECT NAME Grant Agreement # Page 11 of 34 Appendix B Standard Provisions 1. Grant Funding Sources This Grant is subject to appropriation and availability of funds as listed below: (List funding sources and amounts from each source) Grantee acknowledges that if additional grant funds are made available they are subject to the terms and conditions of this Agreement and any amendment. Funds from other federal sources cannot be counted as match or cost share. – this sentence is applicable to federal funds only. 2. Governing Laws The Grantee shall perform all aspects of this Project in compliance with all applicable state, federal and local laws: (List specific CFRs or Federal Provisions or funding Source Policies that apply. The order of precedence for federal awards that flow through to Grantee is: 1) The federal statute authorizing the grant program, 2) Federal Program regulations and administrative regulations [including OMB circulars incorporated by reference], 3) Federal Policy or procedural requirements specified by the federal agency) 3. Eligible Costs The Authority, as Grantor, shall have sole discretion to determine which project costs are eligible to be paid from Grant monies under this agreement. Only direct costs of the Project are eligible for payment or reimbursement from grant funds. Indirect costs are not allowed under this grant unless approved by the Authority in Appendix E. The eligible costs will be determined in accordance with one or more of the following provisions that are incorporated by reference in this grant agreement: Denali Commission or other federal grants administered by the Authority: Costs are determined per the federal requirements contained in the grant to the Authority. (Usually this will be 2 C.F.R. Part 225 [formerly OMB Circular A-87] www.whitehouse.gov/omb or similar federal requirements.) Applicable administrative requirements may depend on the legal structure of the Grantee. Title 48 of the Code of Federal Regulations “Federal Acquisition Regulations System”, Part 31, “Contract Cost Principles and Procedures” State Grants: (refer to any State Statues or Regulations that may be required.) PROJECT NAME Grant Agreement # Page 12 of 34 4. Insurance Requirements (Need to adjust per project Requirements.) The following insurance requirements are in effect for this Project. Grant funds will be used to procure Project related insurance and the Authority will work with the Grantee to ensure that these requirements are met. Insurance will be obtained with an insurance carrier or carriers covering injury to persons and property suffered by the State of Alaska or by a third party as a result of operations under this grant. The insurance shall provide protection against injuries to all employees of the Project engaged in work under this grant. All insurance policies shall be issued by insurers that (i) are authorized to transact the business of insurance in the State of Alaska under AS 21 and (ii) have a Bests Rating of at least A-VII and be required to notify the Authority, in writing, at least 30 days before cancellation of any coverage or reduction in any limits of liability. Where specific limits and coverage are shown, it is understood that they shall be the minimum acceptable and shall not limit the Grantee‟s indemnity responsibility. However, costs for any coverage in excess of specific limits of this agreement are the responsibility of the Grantee and may not be charged to this grant agreement. The following policies of insurance shall be maintained with the specified minimum coverage and limits in force at all times during the performance work under this Project: 1. Workers‟ Compensation: as required by AS 23.30.045, for all employees engaged in work under this Project. The coverage shall include: a. Waiver of subrogation against the State and Employer‟s Liability Protection at $500,000 each accident / each employee and $500,000 policy limit; 2. Commercial General Liability: on an occurrence policy form covering all operations under this Project with combined single limits not less than: a. $1,000,000 Each Occurrence; b. $1,000,000 Personal Injury; c. $1,000,000 General Aggregate; and d. $1,000,000 Products-completed Operations Aggregate. The State of Alaska shall be named as an individual insured. 3. Automobile Liability: covering all vehicles used in Project work, with combined single limits no less than $1,000,000 each occurrence. All of the above insurance coverage shall be considered to be primary and non-contributory to any other insurance carried by the State of Alaska, whether self-insurance or otherwise. The Authority‟s acceptance of deficient evidence of insurance does not constitute a waiver of Grant requirements. 5. Sovereign Immunity (If required). By execution of this grant agreement, the Grantee irrevocably waives any sovereign immunity which it may possess, and consents to suit against itself or its of ficials, under the laws of the State of Alaska, in the courts of the State of Alaska as to all causes of action by the Authority arising out of or in connection with this agreement. If the Grantee is an entity which possesses PROJECT NAME Grant Agreement # Page 13 of 34 sovereign immunity, it shall provide the Authority with a resolution of the Grantee‟s governing body waiving sovereign immunity, and such resolution shall be incorporated into this agreement as an Attachment. (See Attachment 5) 6. Disposition of Equipment (Federal Requirement) Equipment purchased in part or wholly with federal funds shall be used by the Grantee in the Project for which it was acquired as long as needed, whether or not the Project or program continues to be supported by federal funds. When no longer needed for the original program or Project, the equipment may be used in other activities currently or previously supported by a Federal agency. The Grantee will not use the equipment to provide services for a fee on the grant-funded Project. The Grantee shall be responsible for the operation and maintenance of equipment acquired with this grant. The Grantee must keep records which will include a description, serial number, source and title, cost and percentage of federal participation in cost, location, use and condition, and sale price and date of disposal. Disposition of equipment with a current per-unit fair market value of less than $5,000 may be retained, sold or otherwise disposed of with no further obligation. Appendix B1 Standard Provisions for General Design & Construction Grant 1. Declaration of Public Benefit The parties acknowledge and agree that the Project shall be constructed, owned and operated for the benefit of the general public and will not deny any person use and/or benefit of Project facilities due to race, religion, color, national origin, age, physical handicap, sex, marital status, changes in marital status, pregnancy or parenthood. 2. Grantee Project Manager For construction projects, the Grantee will contract or hire competent persons to manage all phases of the Project subject to approval of the Authority. Work at a minimum will include; management of Grantee‟s labor for the project, engineering firms and consultants, procurement, management of construction contractors, selection of equipment, review of plans and specifications, on-site inspections and review and approval of work, and other duties to ensure that the completed work conforms with the requirements of the grant and the construction documents. If the Grantee fails to provide adequate project management the Authority may terminate the Grant or assume project management responsibilities with the concurrence of the Grantee. Costs for a Project Manager must be reasonable to be considered an eligible grant expense. 3. Approval to Proceed With Next Phase A grant award may be for one or more phases of a project. The grantee must achieve substantial completion of work or of designated construction milestones and receive approval from the Authority prior to proceeding to the next phase of work. PROJECT NAME Grant Agreement # Page 14 of 34 4. Contracts for Engineering Services In the event the Grantee contracts for engineering services, the Grantee will require that the engineering firm certify that it is authorized to do business in the State of Alaska and provide proof of licensing and insurance. 5. Site Control If the grant Project involves the occupancy and use of real property, the Grantee assures that it has the legal right to occupy and use such real property for the purposes of the grant, and further that there is legal access to such property. The Grantee is responsible for securing the real property interests necessary for the construction and operation of the Project, through ownership, leasehold, easement, or otherwise, and for providing evidence satisfactory to the Authority that it has secured these real property interests. 6. Permits It is the responsibility of the Grantee to identify and ensure that all permits required for the construction and operation of this Project by the Federal, State, or Local governments have been obtained unless otherwise stated in Appendix C. These permits may include, but are not limited to, Corps of Engineers‟ Wetlands Permit, State Historic Preservation Office, State Fire Marshal approval, rights-of-way for the pipelines, and site control, including any necessary Coastal Zone Management coordination through the Office of Project Management and Permitting (DNR). 7. Exclusion of Existing Environmental Hazards Grant funds for investigation, removal, decommissioning, or remediation of existing environmental contamination or hazards, are not allowed unless specifically specified and approved in Appendix C. 8. Environmental Standards The Grantee will comply with applicable environmental standards, including without limitation applicable laws for the prevention of pollution, management of hazardous waste, and evaluation of environmental impacts. 9. Current Prevailing Rates of Wage and Employment Preference Construction projects may require certain grantees to include the requirements for Davis Bacon and Little Davis Bacon when contracting for construction services. This requires contractors to pay minimum rates of pay for specific classes of workers and provide certified payrolls to the State Department of Labor. The current wage rates can be found at the following web sites: The Federal wage rates at http://www.wdol.gov/ The State wage rates at http://www.labor.state.ak.us/lss/pamp600.htm If federal funding sources require federal Davis Bacon compliance, the Grantee must use both the Federal and State wage scale and the contractor is required to pay the higher of the State or Federal wage scale. When only State Funds are used that requires “Little Davis Bacon,” the Grantee is only required to follow the State Rate schedule. PROJECT NAME Grant Agreement # Page 15 of 34 For projects that are only State funded, contractors are also required to use local residents where they are available and qualified in accordance with AS 36.10.150-180, and 8 AAC 30.064 - 088. The Grantee is responsible for identifying any other sources of project funds and for ensuring compliance with applicable wage scales for all sources of project funding. If a Grantee believes they or their contractors may be exempt from these requirements, they should contact the State of Alaska Department of Labor, Division of Wage and Hour, for a determination and forward a copy of that determination to the Authority‟s Grant Administrator. 10. Construction Plans and Specifications Review Prior to public notice of bidding a construction project the Grantee will provide the plans and specifications to the Authority for review. Concurrence that the plans and specifications are consistent with the grant award must be received before grant funds will be released for construction related costs. 11. Construction Insurance and Bonding When the value of a grant construction project is anticipated to be greater than $100,000, prior to beginning construction, the Grantee or Grantee‟s contractor(s) must provide the Authority proof of adequate insurance and either a payment and performance bond, as may be required by AS 36.25.010, a surety in form and substance acceptable to the Authority, or some other guarantee or assurance acceptable to the Authority that the Grantee or the Grantee‟s contractor has the capacity, qualifications, and financial resources necessary to complete construction of the project as proposed in the grant or separate construction contract funded by this grant. 12. Post Construction Certification Upon completion of construction the Grantee will submit a final report that includes: Certification that all work is completed in accordance with the grant agreement; That all cost claimed are eligible costs and represent work completed on the Project; Identification of any construction issues; and, As-built drawings. 13. Ownership of Facilities The Grantee shall assume all liabilities arising from the ownership and operation of the Project. Grantee will not sell, transfer, encumber, or dispose of any of its interest in the facilities constructed with this grant funding during the economic life of the Project without prior written approval of the Authority. 14. Operation and Maintenance of Facilities The Grantee is required to maintain and operate the facilities defined in Appendix C of this agreement for the useful life of the facility or the specific period of time designated herein. In the event that the Grantee is no longer operating the facilities for the intended purposes the Authority may require the Grantee to reimburse the Authority an amount based on the total contribution of the Authority, the value of the assets, and the terms and conditions of this PROJECT NAME Grant Agreement # Page 16 of 34 agreement. The Authority may require that the assets acquired under this agreement be sold and the proceeds returned to the Authority. 15. Performance/Operation and Maintenance (O&M) Reporting If the grant is for Project construction, the Grantee must provide the Authority with a Performance/O&M Report annually for five years after Project completion. The Performance/ O&M Report must include: (1) a detailed description of Project operations and maintenance activities and issues; and (2) a detailed description of Project performance, including energy output, estimated fuel savings resulting from the operation of the Project, and any other relevant measures of Project performance reasonably requested by the Authority, a description of repairs and modifications to the Project, and recommendations for improvements for similar future projects. The Authority may take into account the Grantee‟s failure to provide the required annual Performance/O&M Report in evaluating future applications from the Grantee for grant funds. The Authority encourages grantees to provide annual Performance/O&M reports for the life of the Project, and may consider the Grantee‟s voluntary submittal of annual Performance/O&M reports beyond the first five years in evaluating future applications from the Grantee for grant funds. 16. Tariffs & Rates for Use of Grant-Funded Assets Rates for power provided as a result of generation or transmission facilities built with grant funds may be subject to review and approval by the Regulatory Commission of Alaska (RCA), or if the rates are not subject to RCA review and approval, they may be subject to review and approval by the Authority to ensure reasonable and appropriate public benefit from the ownership and operation of the Project. 17. Grant-funded Assets Not Included with PCE The Grantee agrees that it will not include the value of facilities, equipment, services, or other benefits received under this grant as expenses under the Power Cost Equalization Program or as expenses on which wholesale or retail rates or any other energy tariffs are based. Appendix B2 Standard Provisions for AEA Managed Projects May be used for other pass-thru 1. Authority’s Responsibilities In consideration for this Grant, Grantee hereby appoints the Authority to act as its agent for the design, construction, management, and administration of the Project. (Grant document may need to specify specific tasks AEA is assuming responsibility for. Make sure costs in grant are sufficient to cover AEA‟s responsibilities.) As Agent of the Grantee the Authority will be responsible for all matters related to the Project design and construction in accordance with this Grant Agreement, including but not limited to development and approval of plans and specifications; procurement of all materials and services, hiring force account labor, and accounting and reporting all expenditures as required PROJECT NAME Grant Agreement # Page 17 of 34 by the Denali Commission, provided that the Authority will not be responsible for any matters not required by this Grant Agreement. If other funding sources for the Project require the Authority to assume additional duties as the agent of the Grantee, then those requirements will be identified and the duties will be assumed in a separate agreement which will be included as an Attachment to this Grant. The Grantee is responsible for monitoring the Project work to the extent necessary for the Grantee to determine that the work is proceeding satisfactorily and so that the Grantee can perform its responsibilities pertaining to the Project and operate and maintain the Project after Project completion. The Grantee will raise with the Authority promptly any concerns or issues it may have regarding the Project, and if those concerns or issues are not satisfactorily resolved the Grantee will promptly give written notice with a detailed description of the concerns or issues to the Authority‟s Project Manager. The Authority may engage an accounting firm to provide payroll services for the Project. If so engaged, the accounting firm may process payroll and per diem checks, make the required payroll tax payments, perform all required payroll tax and other reporting, and compute worker‟s compensation amounts payable by project as defined in their contract, and perform any other payroll services that may be required for the Project. 2. Force Account Payroll and Project Coordination The Grantee will assist the Authority in obtaining qualified local labor for the Project and will provide necessary local administration assistance, including recommending qualified local personnel; assisting in obtaining necessary personnel information; assisting in obtaining housing for nonresident workers; facilitating communications between the Authority, the community and local employees; and serving as a liaison between the Authority and the community. 3. Substantial Completion of Project Upon substantial completion of the Project, the Authority will issue a Notice of Substantial Completion and identify any outstanding work items. When the Notice is issued, the Grantee assumes all responsibility associated with operating and maintaining the Project, except as specifically provided otherwise herein or by separate agreement executed by the Authority and the Grantee. The Grantee may disagree with the substantial completion determination by providing written notice to the Project Manager within 30 days after receipt of the Notice of Substantial Completion. The Grantee‟s written objections disagreeing with the Notice of Substantial Completion must detail the reasons the Grantee believes the Notice should not be issued. Further, the Grantee must explain what the Grantee expects should be done so the Notice can be issued, and when the additional issues identified can be completed or resolved. The Authority will follow-up within 60 days, letting the Grantee know if the objections have been accepted, if the Notice of Substantial Completion stands, or, if the Notice of Substantial Completion is modified. PROJECT NAME Grant Agreement # Page 18 of 34 4. Rights of Other Parties The parties agree that the Denali Commission and any successor is a third party beneficiary of the Grantees obligations in Appendix B1, No. 14 (Operation and Maintenance of Facilities), Appendix A, No. 29 (Inspections and Retention of Records), Appendix A, No. 9 (Compliance with Applicable Law and Funding Source Requirements), and Appendix A, No. 6 (Public Purposes); otherwise, no person is a third party beneficiary of this Agreement and this Agreement creates no third party rights. Specifically, any person who is not a party to this Agreement shall be precluded from bringing any action asserting liability of a party or asserting any right against a party to this Agreement, through the terms of this Agreement. No person, other than a party to this Agreement, may bring any action based upon this Agreement for personal injuries, property damages, or otherwise. 5. Denali Commission Approval These responsibilities may not be altered or transferred without the prior written approval of the Denali Commission. 6. Acknowledgement of Project Support For all construction projects, the Grantee shall include an acknowledgement of the Government‟s support for the project(s) developed under this Award. The Grantee shall display a sign that: 1. Has the Denali Commission logo displayed on the upper right-hand quadrant; 2. States the following: “This project was financed by the Denali Commission and its partners (list the name of the funding partners)”; 3. Shows the logo of each partner in the lower right-hand quadrant. The cost of this sign shall be paid out of the project funding received by the Grantee from the Denali Commission. Final approval of signage material and placement of sign must be obtained from the Commission Project Manager. For all non-construction projects, the Grantee shall include an acknowledgement of the Government‟s support for the project(s) developed under this Award. Acknowledgement shall include: 1. The Denali Commission logo and the logo of each partner; 2. The following statement: “This project was financed by the Denali Commission and its partners (list the name of the funding partners)”. The format for acknowledgement of the Government‟s support for non-construction awards will vary with each award and must be agreed upon between the Award recipient and the Grant Manager. Costs associated with this requirement shall be paid out of the project funding received by the Grantee from the Denali Commission. PROJECT NAME Grant Agreement # Page 19 of 34 Appendix C Grantee Proposal/Scope of work This section should, at a minimum, include: Scope or tasks the Grantee will complete including who will be doing work Performance standards or specific requirements to be met Schedule of when tasks will be done A Budget – Similar to what’s listed below including match requirements. If the Grantee’s Proposal includes all these elements and is accepted in full, it may be inserted here. If the Authority does not accept the Grantee’s proposal in full and requires certain changes, those changes should be clearly indicated. Basic Grant Format: 1. Description of Project and Scope of Work, including specific Milestones. A business plan must be one of the significant milestones for Denali Commission grants. 2. Project Funding Source(s) 3. Grant Disbursement and Reporting Requirements 4. Eligible Costs 5. Grantee‟s Responsibilities after Project Completion PROJECT NAME Grant Agreement # Page 20 of 34 Appendix C-1 Modifications to Grantee’s Proposal If the project was not funded for the full amount initially requested, or if any other changes to the Grantee‟s proposal are required, identify any changes, deletions, addition, or amendments made to the original grant application. These should be reflected in the budget below. PROJECT NAME Grant Agreement # Page 21 of 34 Appendix D Project Management & Reporting Requirements 1. Project Management The Grantee will notify the Authority immediately of any significant organizational changes during the term of the grant, including changes in key personnel or tax status, any unforese en problem or project delay that may cause a change to the work plan or budget or that may otherwise affect the Grantee‟s ability to perform its commitments under this Grant Agreement. Any unreported or unapproved changes to the work plan or budget evident in reports may result in an amendment being required, costs disallowed, suspension or termination of the grant as described in Appendix A. 2. Contact Persons For the Grantee For The Authority Grant Manager [Pay-to Constituent] [Address] [City], [ZIP Code] [Country Code] Email & Phone Grant Manager Butch White, Grants Administrator 813 W. Northern Lights Blvd. Anchorage, Alaska 99503 bwhite@aidea.org (907) 771-3052 Project Manager [Pay-to Constituent] [Address] [City], [ZIP Code] [Country Code] Email & Phone Project Manager [Your Reference] 813 W. Northern Lights Blvd. Anchorage, Alaska 99503 Email Phone 3. Monthly Progress and Financial Reports The Grantee will provide monthly status reports by email (or other method allowed by the Authority, if email is not available) to the Authority‟s Project Manager. These reports are due starting the first full month after the award of the grant. This report must update the Authority on the project‟s progress, regulatory and compliance issues, possible delays, and grant expenditures during the month. These Monthly Progress Reports must summarize, in one or two pages, the progress made on grant tasks during the month and identify any difficulties in completing tasks or meeting goals or deadlines. The Grantee must also include with the report copies of any work products due to the Authority during this period. Reports are considered late five (5) days after the due date. No further payments will be made without submission and approval of required reports. Work completed after the twenty-day period when required reports have not been submitted is at the Grantee‟s risk, and costs incurred may be disallowed. Repeated failure to submit reports in a timely manner could result in suspension or termination of the grant. PROJECT NAME Grant Agreement # Page 22 of 34 All reports and deliverables required in this agreement must have been submitted and approved by the Authority prior to the final payment being released. OR (Project Manager and Grant Manager need to determine which amount of reporting is appropriate for the Grantee.) 3. Quarterly Progress and Financial Reports The Grantee will provide quarterly status reports by email (or other method allowed by the Authority, if email is not available) to the Authority‟s Project Manager. Reports are due January 15th; April 15th; July 15th, and; October 15th of each year the grant is in place. If the 15th is a weekend or holiday, reports are due the following business day. This report must update the Authority on the Project‟s progress, regulatory and compliance issues, possible delays, and grant expenditures during the quarter. These Quarterly Progress Reports must summarize, in one or two pages, the progress made on grant tasks during the quarter and identify any difficulties in completing tasks or meeting goals or deadlines. The Grantee must also include with the report copies of any work products due to the Authority during this period. Reports are considered late five (5) days after the due date. No further payments will be made without submission and approval of required reports. Work completed after the twenty-day period when required reports have not been submitted is at the Grantee‟s risk, and costs incurred may be disallowed. Repeated failure to submit reports in a timely manner could result in suspension or termination of the grant. All reports and deliverables required in this agreement must have been submitted and approved by the Authority prior to the final payment being released. OR if acting as an agent of the Grantee – We’ll need to specify AEA reporting Requirements. 4. Documentation and Record Keeping The Grantee shall maintain the following in their files: Grant application, Grant agreement and any amendments, All written correspondence or copies of emails relating to the Grant, Reports, including any consultant work products, A separate accounting of grant income and expenditures, Supporting documentation for the expenditures charged to the grant (including supporting documentation for all required matching contributions). The Authority and any authorized federal representative may inspect, in the manner and at any reasonable time either considers appropriate, the Grantee‟s facilities, records, and activities funded by this Grant Agreement. PROJECT NAME Grant Agreement # Page 23 of 34 Appendix E Project Budget & Reimbursement Provisions 1. Allowable Costs (For State grants only; as federal grants will have allowable costs defined by the CFRs.) Insert “Examples of” for federal grants. Allowable costs under this grant include all reasonable and ordinary costs for direct labor & benefits, travel, equipment, supplies, contractual services, construction services, and other direct costs identified and approved in the Project budget that are necessary for and incurred as a direct result of the Project and consistent with the requirements noted in B.3 Eligible Costs. A cost is reasonable and ordinary if, in its nature and amount, it does not exceed that which would be incurred by a prudent person under the circumstances prevailing at the time the decision was made to incur the costs. Allowable costs are only those costs that are directly related to activities authorized by the Grant Agreement and necessary for the Project. The categories of costs and additional limits or restrictions are listed below: a. Direct Labor & Benefits Include salaries, wages, and employee benefits of the Grantee‟s employees for that portion of those costs attributable to the time actually devoted by each employee to, and necessary for the Project. Direct labor costs do not include bonuses, stock options, other payments above base compensation and employee benefits, severance payments or other termination allowances paid to the Grantee‟s employees. b. Travel, Meals, or Per Diem Include reasonable travel expenses necessary for the Project. These include necessary transportation and meal expenses or per diem of Grantee employees for which expenses the employees are reimbursed under the Grantee‟s standard written operating practice for travel and per diem or the current State of Alaska Administrative Manual for employee travel. c. Equipment Include costs of acquiring, transporting, leasing, installing, operating, and maintaining equipment necessary for the Project, including sales and use taxes. Subject to prior approval of the Authority‟s Project Manager, costs or expenses necessary to repair or replace equipment damage or losses incurred in performance of work under the grant may be allowed. However, damage or losses that result from the Grantee‟s employees, officer‟s, or contractor‟s gross negligence, willful misconduct, or criminal conduct will not be allowed. d. Supplies Include costs of material, office expenses, communications, computers, and supplies purchased or leased by the Grantee necessary for the Project. PROJECT NAME Grant Agreement # Page 24 of 34 e. Contractual services Include the Grantee‟s cost of contract services necessary for the Project. Services may include costs of contract feasibility studies, project management services, engineering and design, environmental studies, field studies, and surveys for the project as well as costs incurred to comply with ecological, environmental, and health and safety laws. f. Construction Services For construction projects this includes the Grantee‟s cost for construction contracts, labor, equipment, materials, insurance, bonding, and transportation necessary for the Project. Work performed by the Grantee‟s employees during construction may be budgeted under direct labor and benefits. Contracted project management or engineering may be budgeted under contractual services and major equipment purchases made by the Grantee may be budgeted under equipment. g. Other Direct Costs In addition to the above the following expenses necessary for the Project may be allowed. Net insurance premiums paid for insurance required for the grant Project; Costs of permits and licenses for the grant Project; Non-litigation legal costs for the Project directly relating to the activities; in this paragraph, “non-litigation legal costs” includes expenses for the Grantee‟s legal staff and outside legal counsel performing non-litigation legal services; Office lease/rental payments; Other direct costs for the Project directly relating to the activities and identified in the grant documents; and/or Land or other real property or reasonable and ordinary costs related to interests in land including easements, right-of-ways, or other defined interests. 2. Specific Expenditures not allowed (not applicable to Federal funds) Ineligible expenditures include costs for overhead, lobbying, entertainment , alcohol, litigation, payments for civil or criminal restitution, judgments, interest on judgments, penalties, fines, costs not necessary for and directly related to the grant Project, or any costs incurred before the beginning date of the grant as indicated on the signature page. Overhead costs described in this section include: salaries, wages, applicable employee benefits, and business-related expenses of the Grantee‟s employees performing functions not directly related to the grant Project; office and other expenses not directly related to the grant Project; and costs and expenses of administration, accounting, human resources, training, property and income taxes, entertainment, self-insurance, and warehousing. PROJECT NAME Grant Agreement # Page 25 of 34 3. Match The Grantee is required to provide $________ or %________ of the total approved grant Project budget in match for this grant Project. Match based on a percentage of total Project budget means that the Grantee will contribute a percentage of cash or in-kind support based on the total Project budget. For example, if the total projected Project costs are $60,000, and the Grantee’s required match is 20% of the Project costs, the Grantee would be required to provide $12,000; ($60,000 x .2 = $12,000). Therefore, the grant in this example would be for $48,000. At least___% of the matching funds must come from local sources, which can be loans to be repaid by the applicant, or local cash contributions. If the grant amount is changed, the Grantee will be required to provide an equivalent match of ___% of the total project. 4. Cost Share Match Requirements Cost sharing or matching is that portion of the Project costs not borne by the Authority. The Authority will accept all contributions, including cash and in-kind, as part of the Grantees‟ cost sharing or matching when such contributions meet the following criteria: Are provided for in the Project budget; Are verifiable from the Grantee‟s records; Are not included as contributions for another state or federally assisted project or program; (The same funds can‟t be counted as match for more than one program.) Are necessary and reasonable for proper and efficient accomplishment of the Project or program objectives; Are allowable costs; Are not paid by the State or federal government under another award, except for authorized by the State or federal statute to be used for cost sharing or matching; Must be incurred within the grant eligible time period. 5. Valuing In-Kind Support as Match If the Grantee chooses to use in-kind support as some or its entire match, the values of those contributions must be approved by the Authority at the time the budget is approved. The values will be determined as follows: The value of real property will be the current fair market value as determined by an independent third party or a valuation that is mutually agreed to by the Authority and the Grantee and approved in the grant budget. The value assessed to Grantee equipment or supplies will not exceed the fair market value of the equipment or supplies at the time the grant is approved or amended. Equipment usage will be valued based on approved usage rates that are determined in accordance with the usual accounting policies of the recipient or the rates for equipment PROJECT NAME Grant Agreement # Page 26 of 34 that would be charged if procured through a competitive process. Rates paid will not exceed the fair market value of the equipment if purchased. Rates for donated personal services will be based on rates paid for similar work and skill level in the recipient‟s organization. If the required skills are not found in the recipient organization, rates will be based on rates paid for similar work in the labor market. Fringe benefits that are reasonable, allowable, and allocable may be included in the valuation. Transportation and lodging provided by the Grantee for non-local labor will not exceed the commercial rates that may be available within the community or region. 6. Grant Disbursements The Grantee must request disbursement of grant funds in the form and format required by the Authority with appropriate back-up documentation and certifications. (See Attachment 1) The back-up documentation must demonstrate the total costs incurred are allowable, and reflect the amount being billed. Documentation must include: A summary of direct labor costs supported by timesheets or other valid time record to document proof of payment Travel and per diem reimbursement documentation Contractor or vendor pay requests Invoices Payment of grant funds will be subject to the Grantee complying with its matching contribution requirements of the Grant. Payment of grant funds will be made by the Authority to the Grantee within 30 days of receipt of a properly completed, supported, and certified Reimbursement Request (See Attachment 1). 7. Withholding of Grant Funds If, upon review of the monthly billings, the Authority discovers errors or omissions in the billings it will notify the Grantee within thirty (30) days of receipt of the billing. Payment for the portion of billings for which there is an error or omission may be withheld pending clarification by Grantee. Grant funds may be withheld for the following reasons: The Grantee fails to provide adequate back-up documentation. The Authority determines that a specific expense is not allowed under the grant. The Grantee‟s matching contribution requirements are not met. Up to 10% of the Authority‟s contribution of grant funds may be retained by the Authority until the Project is completed and all required final documentation and reports are received and accepted by the Authority. PROJECT NAME Grant Agreement # Page 27 of 34 8. Advance Disbursements (If allowed) In most instances, payments to a Grantee will be made on a cost reimbursable basis. If the Authority determines that cost reimbursement will significantly inhibit the Grantee‟s abilit y to perform the Project and determines that an advance is in the public interest, the Authority may recommend an advance to the Grantee of an amount not to exceed a projected thirty (30) day cash need, or twenty percent (20%) of the grant amount, whichever amount is less. Before the Authority will issue an advance, the Grantee must provide in writing, and the Authority must approve a “Request for Advance Payment” form which includes: a. justification of the need for the advance, b. documentation of anticipated line item costs associated with the advance. All advances will be recovered with the Grantee‟s next Financial/Progress Report form. Should earned payments during the terms of this Grant Agreement be insufficient to recover the full amount of the advance, the Grantee will repay the unrecovered amount to the Authority when requested to do so by the Authority, or at termination of the Grant Agreement. 9. Unexpended Grant Funds and Interest Earned (This clause maybe modified depending on the source of grant funds.) Any grant funds not expended under this agreement and any interest accruing on the grant funds belong to the Authority and shall be returned to the Authority. 10. Budget Adjustments and Changes When a Grantee faces increased unbudgeted costs, the grantee should contact the Authority‟s Project Manager. Budget adjustments cannot increase the grant award amount. Cost overruns that may require reduced scope of work will require Authority approval and an amendment to the grant. If a budget adjustment or other changes indicate to the Authority‟s Project Manager that the project can‟t be completed as currently planned and budgeted for, the Project Manager will not approve the release of additional grant funds until the grantee provides sufficient information on how the grantee intends to complete the revised project. Budget Adjustments The Grantee shall identify budget changes on its Financial Reports submitted to the Authority. At least quarterly, the Authority will compare actual costs to budgeted distributions based on the Financial Report/Request for Reimbursement form. Costs charged to grant funds must reflect adjustments made as a result of the activity actually performed. The budget estimates or other distribution percentages must be revised at least quarterly, if necessary, to reflect changed circumstances. 11. Program Income (Federal Project Issue) Program income earned during the award period shall be retained by the Grantee and added to the funds committed to the award and used for the purpose and under the conditions applicable to the use of award funds. PROJECT NAME Grant Agreement # Page 28 of 34 Attachment 1 Financial Report/Request for Reimbursement Form Grantee: [Name] [Name 2] Project: [Posting Description] Period: to Grant Number: [Buy-from Vendor No.] BUDGET SUMMARY A B C D = B + C E = A - D TOTAL GRANT BUDGET PRIOR EXPENDITURES EXPENDITURES THIS PERIOD TOTAL EXPENDITURES GRANT BALANCE BY TASK OR MILESTONE TOTAL BY BUDGET CATEGORIES Direct Labor and Benefits Travel Equipment Materials & Supplies Contractual Services Construction Services Other TOTAL BY FUND SOURCES Grant Funds Grantee Match – Cash Grantee Match – In-Kind Other Contributions TOTAL CERTIFICATION Form requires two original signatures. The person certifying must be different from the person preparing the report. One signature should be the authorized representative of the Grantee organization or highest ranking officer; the other should be the person who prepared the report. I certify to the best of my knowledge and belief the information above is correct and funds were spent in accordance with grant agreement terms and conditions. Certified By: Prepared By: Title: Date: Title: Date: PROJECT NAME Grant Agreement # Page 29 of 34 Attachment 2 Progress Report Form Grantee: [Name] Project Name: [Posting Description] Grant # [Buy-from Vendor No.] Period of Report: ___________ to ________________ Project Activities Completed: Existing or Potential Problems: Activities Targeted for Next Reporting Period: PROJECT NAME Grant Agreement # Page 30 of 34 Attachment 3 Other Funding Sources Agreement(s) PROJECT NAME Grant Agreement # Page 31 of 34 Attachment 4 Notice of Substantial Completion NOTICE OF SUBSTANTIAL COMPLETION ALASKA ENERGY AUTHORITY Project Name: [Posting Description] Grantee: [Name] [Name 2] Grant Number: [Buy-from Vendor No.] Agreement Execution Date: The Alaska Energy Authority certifies and acknowledges that the Project ref erenced above has been substantially completed; with the following tasks remaining to be completed: Project Manager Date Alaska Energy Authority The certifies that the Project named above is substantially complete in accordance with the terms and conditions of Alaska Energy Authority Agreement Number: and assumes all responsibility associated with operating and maintaining the Project completed with Grant funds. Authorized Signature Title Printed Name Date PROJECT NAME Grant Agreement # Page 32 of 34 Attachment 5 Notice of Project Closeout NOTICE OF PROJECT CLOSEOUT ALASKA ENERGY AUTHORITY Project Name: [Posting Description] Grantee: [Name] [Name 2] Grant Number: [Buy-from Vendor No.] Agreement Execution Date: The Alaska Energy Authority certifies and acknowledges that the Project referenced above has been completed, and that all tasks have been satisfactorily carried out in accordance with the terms and conditions of Agreement Number: . Project Manager Date Alaska Energy Authority The certifies that the Project named above is complete in accordance with the terms and conditions of Alaska Energy Authority Agreement Number: . Authorized Signature Title Printed Name Date PROJECT NAME Grant Agreement # Page 33 of 34 Attachment 6 Waiver of Sovereign Immunity (if Required) WAIVER OF SOVEREIGN IMMUNITY RESOLUTION NUMBER__________________ A RESOLUTION OF THE [Name] [Name 2] accepting State of Alaska, Alaska Energy Authority Grant number [Buy-from Vendor No.] for the [Posting Description] and waiving sovereign immunity from suit for actions arising out of, or in connection with, the Grant. WHEREAS, the Authority and the Denali Commission requires as a condition of the Grant that the [Name] [Name 2] irrevocably waive any sovereign immunity which it may possess, and consent to suit against itself or its officials as to all causes of action arising out of or in connection with the Grant Agreement; NOW THEREFORE BE IT RESOLVED THAT: 1. [Name] [Name 2] (initials) hereby consents to suit by the State of Alaska and/or by the Denali Commission against (initials) and its officials in state court, federal court or in administrative proceedings with respect to any disputes, clai ms or causes of action (including without limitation enforcement or injunctive relief) arising out of or in connection with Grant Agreement [Buy-from Vendor No.]; the contractual duties assumed by (initials) under that agreement, the Secondary Operator Agreement, the Access, Operations, and Maintenance Agreement, the Covenant of Public Purpose, Use, and Access, and any other agreement pertaining to the grant -funded project; or the operation of the facility following construction. 2. (Initials) hereby consents to levy, execution, or garnishment against (initials)'s real and personal property, however held and wherever located, for any judgment or order entered in any lawsuit or administrative proceeding related to or arising out of Grant Agreement [Buy-from Vendor No.]; the contractual duties assumed by (initials) under that agreement, the Secondary Operator Agreement, the Access, Operations, and Maintenance Agreement, the Covenant of Public Purpose, Use, and Access, and any other agreement pertaining to the grant-funded project; or the operation of the facility following construction, including, but not limited to, awards of attorneys fees and costs entered by any court. 3. (Initials) consents to the assertion by the State of any defenses, cross -claims, or counterclaims in any civil action that is filed by (initials) against the state. 4. With respect to a claim or action by a force account employee or other employee of (initials) arising out of or in connection with Grant Agreement [Buy-from Vendor No.];, the contractual duties assumed by (initials) under that agreement, the Secondary Operator Agreement, the Access, Operations, and Maintenance Agreement, the PROJECT NAME Grant Agreement # Page 34 of 34 Covenant of Public Purpose, Use, and Access, and any other agreement pertaining to the grant-funded project; or the operation of the facility following construction, (initials) waives sovereign immunity to the extent of, and to the extent necessary to secure, insurance coverage including workers compensation insurance. 5. This waiver shall in no case be deemed a waiver or consent to suit, tax, or any other charge against (initials) by any party other than the State of Alaska or the Denali Commission, except as specifically provided in (4) above. 6. [Pay-to Constituent] is hereby authorized to negotiate, administer and execute on behalf of [Name] [Name 2] Grant number [Buy-from Vendor No.] for the [Posting Description] and to negotiate, execute, and administer any other documents, agreements, and contracts required under or related to the Grant Agreem ent including subsequent amendments. PASSED AND APPROVED BY [Name] [Name 2] On _________________ 20__. IN WITNESS THERETO BY: SIGNATURE OF PRESIDENT Signature__________________ Title_________________ Attest: SIGNATURE OF CLERK/SECRETARY Signature__________________ Title_________________