Contribution Agreement

Between: Her majesty the queen in right of Canada as represented by the Minister of Canadian Heritage (hereinafter called “the Minister” and including any person duly authorized to represent him).

And: [Legal name of the recipient], (indicate the legal Status of the Recipient, e.g., a partnership, a corporation, a non-profit organization) duly incorporated under the laws of Canada or of the province of XXXXX, having its head office at XXXX (e.g., name of the city), represented by [title of the authorized officer (e.g. the president or director general)], hereinafter referred to as the “Recipient”.

The “Minister” and the “Recipient” are referred to individually as a “Party” or collectively as the “Parties”

Whereas the Minister is responsible for the Program entitled “name of the Program”, hereinafter called the “Program”;

Whereas the Recipient has submitted to the Minister a proposal for the funding of a Project/Programming called “name of the Project/Programming” which qualifies for support under the Program; and

Whereas the Minister wishes to provide financial assistance to support the Project/Programming.

Therefore, in consideration of their respective obligations set out below, the parties agree to the following:

1. Purpose of contribution

The Minister agrees to enter into this Contribution Agreement hereinafter referred to as “the Agreement”, in order to grant financial assistance to the Recipient solely for the purpose of implementing the Project/Programming described in Annex A of this Agreement entitled Project/Programming Description, Specific Conditions and Budget.

2. Maximum amount of contribution by the minister

Subject to all terms and conditions indicated in this Agreement being met, the Minister agrees to contribute option 1 – for a program that can fund 100% of eligible expenses, a maximum amount of $XXXXX option 2 – for a program that funds eligible expenses at less than 100%, the lesser of $XXX,XXX or XX% towards the eligible expenditures incurred by the Recipient, for carrying out the Project/Programming described in Annex A.

3. Term

3.1 The present agreement will take effect on the date when all parties will have signed and will cease, subject to its termination on a prior date, one year (365 days) after the expiration of the activity period as indicated in clause 3.2.

3.2 Subject to termination, the Agreement covers the activities described in Annex A of this Agreement for the period commencing on date in long form, e.g. April 1, 2016 and ending on date in long form, e.g. March 31, 2017. Unless otherwise pre-authorized by the Minister, only goods and services rendered within this time period shall be considered as eligible expenses.

3.3. All obligations of the Recipient herein shall, expressly or by their nature, survive termination or expiry of this Agreement, until and unless they are fulfilled or by their nature expire.

4. Obligation to inform the public

The Recipient hereby agrees that a public announcement with respect to this Agreement may be made by the Minister in the form of a press release, press conference or otherwise and that all reasonable and necessary assistance in the organization of the public announcement, as the Minister sees fit, shall be provided.

5. Public acknowledgment of financial support

The Recipient must publicly acknowledge, in French and in English, the financial support received from the Government of Canada, in all communication materials and promotional activities related to the Agreement, such as advertising, promotional and program materials, public announcements, speeches, website, social media, etc., as stated in Annex E of this Agreement. However, the Minister may deem advisable to withdraw the requirement for recognition of the federal funding by the Recipient.

The Department’s Guide on the Public Acknowledgment of Financial Support will assist the Recipient in complying with the requirements stated in Annex E of this Agreement.

6. Notice

Any notice, information or document required under this Agreement shall be deemed given if it is delivered, sent by facsimile, email or mail. Any notice delivered in person shall be deemed to have been received upon delivery; any notice sent by facsimile or email shall be deemed to have been received one working day after it is sent; any notice that is mailed shall be deemed to have been received eight (8) working days after being mailed.

All notices must be sent to the following addresses:

To the Recipient:

Organization
Address
City (Province)
Postal Code

Attention:
Name
Title
Tel: (xxx) xxx-xxxx
Fax: (xxx) xxx-xxxx
Email: xxxxx@xxx.xx

To the Minister:

Department of Canadian Heritage
Address
City (Province)
Postal Code

Attention:
Name
Title
Tel: (xxx) xxx-xxxx
Fax: (xxx) xxx-xxxx
Email: xxxxx@xxx.xx

7. Description of the agreement

This Agreement, including the following annexes that form an integral part of this Agreement and subsequent amendments to them, constitutes the entire agreement between the parties and supersedes all previous agreements, documents, representations, negotiations, understandings and undertakings related to its subject matter. The Recipient acknowledges having read the Agreement and agrees with the contents. In the event of conflict or inconsistency between Annex A and Annexes B and C, Annex A will prevail.

All other annexes applicable to the circumstances

In witness whereof, the parties hereto have signed this Agreement through duly authorized representatives.

Recipient

The Minister

Annex A: Project/programming description, specific conditions and budget

This document is to be developed in accordance with each Program’s requirements

1. Description of the recipient’s project or programming

[Enter the description of the project or programming]

2. Description of activities proposed by the recipient

[Enter the description of the activities proposed]

3. Expected outcomes/results and how they will be measured

The program maintains a performance measurement strategy that supports program management, reporting and evaluation needs. A program’s performance measurement strategy can be found in the relevant departmental Performance Information Profile. Expected results should be those that are within the reasonable control of the recipient to influence. Performance indicators should be stated at a level of detail that will support accountability and demonstrate performance against the results the program aims to achieve.

4. Official languages requirements

Note: When it is determined that the activities of the Recipient may have an impact on members of both official languages (OL) groups, the funding agreement must clearly specify the Recipient’s OL obligations. The Department’s Guide to Developing Official Language Clauses in Transfer Payment Agreements at Canadian Heritage provides valuable guidance for determining a language requirement level that best addresses the known OL needs and opportunities. The Guide’s model clauses present “minimum to maximum requirement” levels which relate to some or all of the following elements of the project or programming:

  1. public recognition of Canadian Heritage support (covered by section 5 of the Agreement)
  2. general information about the project or programming
  3. signage
  4. services
  5. participation of the official language minority community in the project or programming

The Program Officer is expected to draft an official languages clause stating the specific official languages obligations undertaken by the Recipient concerning the activities covered by the Agreement. The clause which may be modeled on the model clauses contained in the Guide, should be adapted to take into account the specific activities conducted by the Recipient.

The above approach is essential to meeting the requirements of the Directive on Transfer Payments. The Department acknowledges, however, that some programs will need a transition period before they can proceed with the above requirement. During their transition period and as a temporary measure only, these programs may insert, in this Annex, the following official languages clause, based on the clause included in the original standard contribution agreement.

The Recipient must identify the Project/Programming clientele and take necessary measures to communicate and provide Project/Programming related services to this clientele in French and in English as the case may require.

5. Specific conditions related to a program

Enter terms and conditions specific to your Program.

Note to program: This must include notes related to the expenditures budget, such as for travel and administrative costs. This can include other eligible expenditure categories that are limited by the Program.

5.1 Eligible expenditure categories that are limited:

When travel is an eligible expense, the following article is to be used:

5.1.1 Travel:

Travel expenses that are eligible under the terms and conditions of the Program will be reimbursed up to a maximum of the amount (if specified) in the Budget and must not exceed the rates permitted in the Government of Canada’s Travel Directive. The Recipient must maintain appropriate original verifiable travel documentation on file.

5.1.2 Administration Expenses:

Although the percentage limit in this note is optional, it is recommended even if the Program does not have a limit set in their Program Terms and Conditions. For contributions over $50, 000, the Program must at least set the ceiling by providing a maximum dollar amount in Column 4 of the Budget, and can also limit the amount up to a maximum percentage set in this article. This is especially relevant when the Program’s share of funding is significant

Option 1 – When program terms and conditions specify a maximum % for the reimbursement of administrative expenses:

Eligible administration expenses will be reimbursed up to the lesser of the amount (If specified in column 4 of budget) or (enter the % permitted by the program) XX% of total eligible expenses OR total funding under this Agreement (choose one option based on program terms and conditions).

Option 2 – When the program terms and conditions do not specify the maximum reimbursement percentage for eligible administrative expenses: The reimbursement of eligible administrative expenses may not exceed the amount specified in column 4 of the budget.

5.2 Enter Appropriate Conditions for Repayable Contributions, as required.

Note: A few of the Department’s programs (for example, some components of the Canada Music Fund and the Canada Book Fund) provide funding to for-profit businesses. When contributions provided to for-profit businesses are for $100,000 or more and are intended to allow the businesses to generate profits or increase their value, the program’s Terms and Conditions require that these contributions be repayable. In such situations, the funding agreement must address:

  1. the timing of the repayments;
  2. the application of interest charges on overdue repayments; and
  3. the conditions that determine whether repayment is to be made and the amount to be repaid.

6. Environmental evaluation

Recipient’s General Obligation (to be included in all contribution agreements, even for programs that do not have a potential for capital projects)

The Recipient shall ensure that all activities and objectives subject to this Agreement comply with all federal, provincial/territorial and municipal laws and regulations and related laws or guidelines with respect to environmental matters. All other applicable legislative, regulatory and constitutional requirements still must be fulfilled.

Enter appropriate Environmental Assessment clauses, as applicable.

Note: Canada Cultural Spaces Fund, Sports Canada - Hosting, components of the Official Languages programs, Commemorations, the Community Historical Anniversaries Legacy Fund component of the Building Communities Through Arts and Heritage program, and the Northern Aboriginal Broadcasting are the Department’s main programs impacted by the requirements of the Canadian Environmental Assessment Act, 2012 (CEAA 2012). Only the option selected by the program is to be pasted here. Please contact the Centre of Expertise for assistance.

Environmental Evaluation (Programs who have a potential for capital projects – Choose from the four options below)

(Option 1 – for projects or activities which are not being carried out on federal landFootnote 1 or on federal land but not a “project” under CEAA 2012)

The Minister has determined that, based on the information available at the time of the commencement of this Agreement, no evaluation of environmental effects, in accordance with the Canadian Environmental Assessment Act, 2012, of the activities and objectives provided for under this Agreement is required. The Minister reserves the right to withhold funding under this Agreement if information becomes available that suggests an evaluation of environmental effects is required in accordance with the Act or that the activities provided for under this Agreement are likely to cause significant adverse environmental effects, or that steps are necessary to mitigate damage to the environment.

Or

(Option 2 – for “projects” that are Basic with no mitigation measures)

The Minister has assessed the activities and objectives funded under this Agreement in accordance with the Canadian Environmental Assessment Act, 2012, and is satisfied that any potentially adverse environmental effects that may be caused are insignificant.

Or

(Option 3 – for “projects” that are Basic with mitigation measures or Non-basic and an EEE was completed)

The Recipient acknowledges that an evaluation of environmental effects of the activities and objectives to be funded by the Minister was completed in accordance with the Canadian Environmental Assessment Act, 2012, on [insert date] and that the Minister has determined that, taking into account the implementation of the mitigating measures set out in Schedule [X], the activities and objectives are not likely to cause significant adverse environmental effects.

Or

(Option 4 – for “projects” with conditional approval; an EEE is to be completed before releasing any funds)

The Recipient acknowledges that an evaluation of environmental effects of the activities and objectives to be funded under this Agreement is required and the Recipient shall carry out this evaluation in accordance with the Canadian Environmental Assessment Act, 2012. The Recipient further acknowledges that no funds will become payable to it under this Agreement unless:

  1. an evaluation of environmental effects of the activities and objectives to be funded has been conducted in accordance with the Act;
  2. the Minister has determined that the activities and objectives to be funded are unlikely to cause any significant adverse environmental effects or that the implementation of certain mitigation measures will likely eliminate any significant adverse environmental effects that might otherwise be expected; and
  3. the Recipient commits to implementing the mitigation measures to be identified in Schedule [X].

The following clauses are additional provisions to be used with Options 3 and 4 above.

Mitigation Measures (with option 3)

The Minister has determined that taking into account the implementation of the mitigation measures found in Schedule [X], the activities and objectives are not likely to cause any significant adverse environmental effects. The Recipient agrees to implement the mitigation measures set out in Schedule [X].

Mitigation Measures (with option 4)

If the Minister determines that taking into account the implementation of certain mitigation measures, the activities and objectives are not likely to cause any significant adverse environmental effects, the Minister shall complete Schedule [X] and the Recipient agrees to implement the mitigation measures set out in Schedule [X].

Costs of an Environmental Evaluation

Costs related to the evaluation of environmental effects and any mitigation measures required by the Minister [are or are not] Eligible Costs for the purpose of this Agreement.

Access

The Recipient shall allow the Minister and his representatives, employees or contractors to enter at any time and during reasonable hours upon any real property under the ownership or control of the Recipient for the purpose of ensuring that the mitigation measures required by the Minister to be taken have been implemented.

Indemnification for Negligent Entry

If the Minister or his representatives, employees or contractors enter any real property under the ownership or control of the Recipient for the purpose of ensuring that the mitigation measures set out in Schedule [X] have been implemented or for the implementation of a follow-up program as identified below, the Minister shall:

  1. indemnify and save harmless the Recipient from all claims and demands directly arising from the negligent exercise of the right of entry by the Minister or his agents, employees or contractors; and
  2. repair and make good or pay compensation for any damage done to the property owned or controlled by the Recipient directly arising from the negligent exercise of any right of entry by the Minister or his representatives, employees or contractors.
Monitoring and Follow-up

If the Minister reaches the conclusion that the implementation of any of the mitigation measures contained in Schedule [X] has not achieved the results that led the Minister to conclude that the activities and objectives would be unlikely to cause any significant adverse environmental effects, the Minister may unilaterally amend Schedule [X]. The Recipient shall continue to be responsible under this Agreement for the implementation of all of the measures contained in that Schedule, as amended.

The following clause is to be used with Options 3 and 4 above if planning to follow-up on predictions and mitigation measures (see Step 5 of the Projects on Federal Lands Guide).

Follow-up on Predictions and Mitigation Measures

The Recipient acknowledges that the Minister has designed a follow-up plan under the Canadian Environmental Assessment Act, 2012. The Recipient shall co-operate with the Minister in the implementation of the follow-up plan and, in so doing, shall ensure that the Minister and his representatives, employees and contractors are granted entry at any time during reasonable hours to any real property under the ownership or control of the Recipient, if such entry is necessary for the implementation of the follow-up plan.

7. Budget breakdown and eligible expenditures

Table 1. Revenues: [example table with no data]
Source of Funding Amount
- -
Subtotal - Cash -
- -
Subtotal – In-kind -
Total Revenues: -
Table 2. Expenditures: [example table with no data]
Expenditures by Category Total Cost Eligible Expenditures Yes or No Table 2 note 1 Amount Approved
- - - -
Subtotal - Cash - - -
- - - -
Subtotal - In-kind - - -
Total Expenditures: - - -

Table 2 notes

Table 2 note 1

Transfer of funds between eligible expenditures categories is only permitted under the conditions set out in section 5 of Annex B.

Return to table 2 note 1 referrer

Notes to program officers - expenditure by category:

Departmental process on allocating the contribution amount (amount approved) to expenditure categories

Situation 1:
  1. All contributions of $50,000 or less per year for programming or
  2. All contributions of $50,000 or less for projects or
  3. Contributions granted under formula-based programs in the Cultural Industries Sector
  4. Oversight is not required for travel and administrative costs
  5. In column 4, the approved amount must not be broken down by expense category.

Notwithstanding the above, the program must specify a percentage ceiling for administration expenses, in clause 5.1 of this Annex, if the Program has such a limit in their Program Terms and Conditions.

The above-mentioned flexibility does not preclude the Program from allocating a portion of the contribution amount to a specific expenditure category that it wishes to promote (for example, local artists).

Situation 2:
  1. All contributions over $50,000 per year for programming or
  2. All contributions over $50,000 for projects
  3. Oversight is required for travel and administrative expenses. The approved amount in column 4 must not exceed the amount allocated in the RAF. The amount must therefore be specified in column 4 and is also limited to clause 5.1 in this annex.
  4. In column 4, a breakdown, by expense category, of the approved amount must be provided in the budget.

Annex B: Financial conditions

1. Maximum amount of contribution

1.1 Disbursements of the contribution to the Recipient will not exceed option 1 – for a program that can fund 100% of eligible expenses: the amount(s) below for the applicable fiscal year(s), as per the payment breakdown and eligible expenses that will be incurred by the Recipient within the fiscal year for which they are allocated. Option 2 – for a program that funds eligible expenses at less than 100%: the amount(s) below for the applicable fiscal year(s) or xx% of the total eligible expenses for the Project or Programming, as per the payment breakdown and eligible expenses that will be incurred by the Recipient.

Example 1 (one fiscal year):
Federal Government Fiscal Year 2016-2017: $XXX

Example 2 (multi-year):
Federal Government Fiscal Year 2016-17: $XXX
Federal Government Fiscal Year 2017-18: $XXX

1.2 The federal government’s fiscal year starts on April 1st and ends on March 31st of the following calendar year. For each individual fiscal year, only the goods and services received by the Recipient between April 1st and March 31st of the following calendar year are eligible for the funding allocated for the applicable fiscal year.

1.3 The Recipient must confirm, in writing, expenses to be incurred for the government’s current fiscal year and according to clauses 1.1 and 1.2 above, no earlier than 60 days prior to the end of the federal government’s fiscal year. In the event that the Recipient forecasts to incur fewer expenses than anticipated, the Minister will consider any request to adjust the following fiscal year’s contribution allocation accordingly but the Minister will have no obligation to do so.

2. Reduction/termination of the agreement

2.1 Any payment made under this Agreement is subject to the appropriation of funds by the Parliament of Canada and to the maintenance of current and forecasted program budget levels. Funding under this Agreement may be reduced or terminated at the Minister’s discretion in response to the government’s annual budget, a parliamentary, governmental or departmental spending decision, or a restructuring or re-ordering of the federal mandate and responsibilities that impact on the Program under which this Agreement is made.

2.2 In the event of a proposed reduction or termination of the funding of the Program under clause 2.1 above, the Minister may, upon giving the Recipient written notice of ninety (90) days, reduce the funding or terminate this Agreement. Subject to the terms and conditions of this Agreement, in the event that funding is terminated under the Program, the Minister shall reimburse the Recipient for any eligible costs incurred up to the end date of that notice period. The funding obligations of the Minister shall cease at the end of the notice period.

3. Surplus

3.1 The Recipient acknowledges having disclosed to the Minister, as part of its application for funding under the Program, all proposed sources of funding, including cash and/or in-kind amounts from all levels of government and anticipated expenditures, for any activity or objective within the scope of the Project/Programming. These proposed sources of funding and anticipated expenditures are set out in the Budget attached in Annex A. The Recipient further acknowledges that the Minister’s approval of funding for the Project was based in part on the representations set out in the Budget.

Note to Program: To ensure that the stacking provision clearly and accurately reflects the Program’s authority, the Program must select one of the following three options for 3.2.1, as per their Ts&Cs’ definition of stacking:

3.2 When submitting progress reports as required under section 6 of this Annex, the Recipient shall also declare any changes to the proposed sources of funding or expenditures for the Project/Programming.

3.2.1 If total federal, provincial and municipal government funding of the activities and objectives set out in the Project/Programming exceeds [insert stacking percentage as per Program Guidelines to a maximum of 100 and select one of the following three options to define stacking] Option 1: XX per cent of the total cost to the Recipient for undertaking these activities and objectives, or Option 2: XX per cent of the same eligible costs, or Option 3: XX per cent of the total eligible costs, unless the Minister requires the recipient to adjust its activities/results accordingly, the Recipient shall repay any excess to Canada. Until repaid to Canada, the excess amount constitutes a debt owing to her majesty.

3.3 Notwithstanding 3.2.1 above, in the event that a surplus is realized at the end of the Project/Programming, the Minister may recover its share of the surplus based on its pro-rata share of the funding.

4. Description of eligible expenditures

4.1 The Recipient agrees that the Minister’s contribution will be applied to only those eligible cash expenditures described in Annex A of this Agreement.

4.2 Eligible in-kind expenditures will not be reimbursed, however they will be considered for the calculation of:

4.2.1 The government stacking limit.

4.2.2 The Minister’s maximum percentage share (identified in clause 1.1 of this Annex) towards eligible expenditures.

5. Transfer of funds between expenditure categories

5.1 Select the option for 5.1 based on the applicant and activities/project risk.

Option 1:

  1. Low risks (both Applicant and Activities/Project) and a contribution of $500,000 or less, or
  2. All contributions of $50,000 or less, regardless of risk levels.

5.1 The Recipient may transfer funds amongst approved eligible expenditure categories without prior approval, except for those categories that are limited in clause 5.1 in Annex A of this Agreement.

Option 2:

  1. One or more moderate risk level(s) and a contribution from $50,001 up to and including $500,000.

5.1 Except for the expenditure categories that are limited in clause 5.1 in Annex A of this Agreement, the Recipient may transfer funds amongst approved eligible expenditure categories, under the following circumstances:

5.1.1 after receiving written authorization from the Minister, if at least one expenditure category involved in the transfer(s) represents an increase or a decrease exceeding 25% of the amount of funding approved for that category.

5.1.2 without authorization from the Minister, provided that no expenditure category involved in the transfer(s) would be subject to an increase or a decrease exceeding 25% of the amount of funding approved for that category.

Option 3:

  1. One or more high risk level(s) and a contribution from $50,001 up to and including $500,000 or
  2. A contribution greater than $500,000, regardless of risk levels.

5.1 Except for the expenditure categories that are limited in clause 5.1 in Annex A of this Agreement, the Recipient may transfer funds amongst approved eligible expenditure categories, under the following circumstances:

5.1.1 after receiving written authorization from the Minister, if at least one expenditure category involved in the transfer(s) represents an increase or a decrease exceeding 15% of the amount of funding approved for that category.

5.1.2 without authorization from the Minister, provided that no expenditure category involved in the transfer(s) would be subject to an increase or a decrease exceeding 15% of the amount of funding approved for that category.

5.2 The Recipient may transfer funds from one eligible item to another within the same expenditure category without the Minister’s authorization.

5.3 Transfers of funds between eligible expenditure categories must not change the nature of the funded project/programming.

6. Payment conditions

The Protocol for Determining the Frequency of Reports and Payments in the Contribution Agreement.

Please choose the appropriate payment and reporting calendar based on the following criteria:

  1. Type of funding (programming, formula funding or project).
  2. Duration of the project or programming (allocated for single or multi-year funding).
  3. PRAM risk level: low/low, at least one moderate, at least one high.
  4. Annual funding amount.

7. Financial reports

From the Payment and Reporting Calendar documents, choose report definitions based on the payment conditions in section 6 of this Annex.

8. Advance payments

8.1 Where the terms of the Agreement permit advance payments to be made, such advance payments shall be considered debts owing to Her majesty until such time as the Recipient has accounted for the said advance payments in accordance with the terms of the Agreement and to the Minister’s satisfaction.

8. 2 The Minister may withhold the payment of an advance or holdback pending the completion of any audit of the Recipient’s books and records conducted by auditors appointed by the Minister, as set out in section 11 of this Annex.

9. Tax credit

The Minister does not reimburse the tax paid by the Recipient for goods and services for which the Recipient is entitled to tax credit or reimbursement.

10. Overpayment

10.1 Where, for any reason, the Recipient is not entitled to the contribution or the Minister determines that the amount of the contribution disbursed exceeds the amount to which the Recipient is entitled, any such amount is a debt owing to her majesty and is recoverable as such.

10.2 When the Recipient’s final financial report on revenues and expenditures is completed and an overpayment is identified, the Recipient shall forward a reimbursement check to the Department for the amount of the overpayment, payable to the Receiver General for Canada. The due date for the reimbursement shall be the date of the submission of the final financial report and the final activity/ result report to the Minister.

10.3 When the Minister or its agents performs a financial analysis or an audit of the financial statements of the Recipient and an overpayment is identified, the overpayment shall be repaid to her majesty no later than 30 days after the date of the notice by the Minister.

10.4 Where any amount owing to her majesty has not been repaid, an amount equal to the amount due may be retained by way of deduction from or set-off against any sum of money that may be due or payable to the Recipient.

11. Audit

11.1 The Minister reserves the right to audit or cause to have audited the accounts and records of the Recipient for a period of up to five years after the end of this Agreement to ensure compliance with the terms and obligations of the Agreement. The scope, coverage and timing of such an audit shall be determined by the Minister and, if conducted, may be carried out by employees of the Department or its agent(s). The Recipient shall make available to auditors, in a timely manner, any records, documents and information that the auditors may require.

11.2 The Recipient acknowledges that, pursuant to clause 7.1 of the Auditor General Act, R.S.C. (1985), c. A-17, the Auditor General of Canada may, at his or her own cost, conduct compliance audits or performance evaluations with respect to this Agreement. The Recipient shall cooperate with the Minister and his representatives or agents relative to any such compliance audit or performance evaluation and shall grant same access to the Recipient's documents, records and premises as required by the Minister or his representatives or agents for purposes of such audit or evaluation. The auditor may, at his or her discretion, discuss any concerns raised in such compliance audit or performance evaluations with the Recipient and with the Minister. The results may be reported to Parliament in a report of the Auditor General.

11.3 The Recipient agrees to adhere to generally accepted accounting practices and principles and shall keep and make available to the Minister’s representatives for examination and audit its books, accounts and registers of all revenues and expenditures in relation to the Project/Programming funded under this Agreement.

12. Interest

12.1 Any overpayment remaining owing and unpaid shall carry interest calculated and compounded monthly at the average Bank of Canada rate, within the meaning of such expression as contained in the Interest and Administrative Charges Regulations, SOR/96-188, plus three per cent (3%), from the due date to the settlement date.

Note: The following clause must be added to all funding agreements where the Program assumes 100% of the total project funding. This clause may also apply to funding in the 90% to 99% range for contributions of $1M and over, at the discretion of the Program and taking into consideration the contribution amount.

12.2 Any interest earned by the Recipient on the Minister’s contribution shall be accounted for and reported by the Recipient. The earned interest may be retained by the Recipient, provided it is used to cover eligible Project/Programming costs.

13. Late claims

The Minister will not be held to pay bills or other expenditures after the end date of the agreement as indicated in clause 3.1 (see first page of the agreement).

Annex C: General terms and conditions

1. Representations and warranties by the recipient

The Recipient represents and warrants:

1.1 that it has the capacity and authority to enter into this Agreement to carry out the Project/Programming; that it knows of no reason, fact or event, current, imminent or probable, that would diminish this capacity and authority; and that it has obtained all permits, licenses, consents and other authority necessary to carry out the Project/Programming;

1.2 that it holds sufficient intellectual property rights for the conduct of the Project/Programming or the exploitation of any intellectual property resulting thereof;

1.3 that it, for the duration of this Agreement, has no interest, pecuniary or otherwise, in any matter that would put it in an actual or apparent conflict of interest;

1.4 that the description of the Project/Programming in Annex A accurately reflects what it intends to do, that the information contained therein is accurate, and that all relevant information has been disclosed;

1.5 that it will declare any amount owing to the federal government under legislation, contract or contribution agreements during the term of this Agreement and that it recognizes that amounts due to the Recipient may be withheld to offset amounts owing to the Government; and

1.6 that no current or former public servant or public office holder who is not in compliance with the provisions of the Conflict of Interest Act, S.C. 2006,c.9, with the Values and Ethics Code for the Public Sector and the Policy on Conflict of Interest and Post-Employment, member of the House of Commons or senator who is not in compliance with the Conflict of Interest Code for Members of the House of Commons or the Conflict of Interest Code for Senators, or anyone else bound by other values and ethics codes applicable to government or specific recipients, shall derive a direct benefit from this Agreement, unless the provision or receipt of the benefit is in compliance with the legislation or codes.

2. Obligations of the recipient

2.1 During the term of this Agreement, the Recipient shall:

2.1.1 take all necessary actions to maintain itself in good standing, to preserve its legal capacity and to inform the Minister without delay of any failure to do so;

2.1.2 upon the written request of the Minister and without delay, provide any information as the Minister may require concerning this Agreement;

2.1.3 take measures conducive to creating a workplace free from harassment, abuse and discrimination;

2.1.4 disclose to the Minister, without delay, any fact or event that would or might compromise the Project/Programming’s chances of success or the Recipient’s ability to carry out any of the terms and conditions of this Agreement, either immediately or in the long term, including but not limited to, harassment, abuse or discrimination in the workplace, pending or potential lawsuits and audits;

2.1.5 ensure access by the Minister, his authorized representatives and by the Auditor General of Canada to its premises at all reasonable times and upon not less than two weeks’ notice for audit and evaluation purposes;

2.1.6 ensure access by the Minister or his authorized representatives to any of the recipient's real property under the ownership or control of the Recipient where any part of the Project/Programming is being carried out, at any time and during reasonable hours, to monitor Project/Programming implementation. The Recipient shall provide to the Minister or to his authorized representatives all necessary assistance and documentation as may be necessary for the carrying out of this monitoring function;

2.1.7 where practicable, adopt a competitive process for procurement of goods and services for the Project/Programming that enhances access, transparency, competition and fairness and results in best value. The Recipient agrees to ensure that a reasonable number of suppliers are given an opportunity to bid and should avoid situations where there may be a bias toward awarding a contract for goods or services for the Project/Programming to a specific person or entity; and

2.1.8 ensure that during the term of this Agreement, any persons engaged in the course of carrying out the Agreement shall conduct themselves in compliance with the principles of the Values and Ethics Code for the Public Sector. Should any such interest be acquired during the life of the Agreement that would cause a conflict of interest or seem to cause a departure from the principles, the Recipient shall declare it immediately to the Minister's representative.

3. Certification - contingency fees

3.1 The Recipient certifies that it has not directly or indirectly paid or agreed to pay and agrees that it will not directly or indirectly pay a contingency fee for the solicitation, negotiation or obtainment of this Agreement to any person.

3.2 All accounts and records pertaining to the payment of fees or other compensation for the solicitation, obtainment or negotiation of the Agreement shall be subject to the audit provisions of the Agreement (Annex B, section 11).

3.3 If the Recipient certifies falsely under this section or is in default of the obligations contained therein, the Minister may either terminate this Agreement for default or recover from the Recipient, by way of reduction of the contribution or otherwise, the full amount of the contingency fee.

4. Applicable legislation

4.1 The Recipient must ensure that the Project/Programming is carried out in compliance with all applicable statutes, regulations, orders, standards and guidelines and shall ensure that any project sub-contractor is subject to the same obligations.

4.2 This Agreement shall be governed by and interpreted in accordance with the applicable laws of the Province of residence of the Recipient or main place of business.

4.3 Any person lobbying on behalf of the Recipient shall be registered pursuant to the Lobbying Act, R.S.C.., 1985, c. 44 (4th Supp.).

5. Confidentiality, access to information and records to be kept

5.1 The Recipient agrees that,

  1. any information of a confidential nature related to the Program under which this Agreement is made (the Program) to which the Recipient or its employees or agents become privy shall be treated as confidential, shall be adequately protected against unauthorized use or disclosure and shall not be disclosed to third parties, unless such disclosure is in accordance with the spirit and intent of the Access to Information Act, R.S.C., 1985, c. A-1, and is in accordance with applicable law;
  2. any personal information related to the Program to which the Recipient or its employees or agents become privy shall be adequately protected against unauthorized use or disclosure and shall not be disclosed to third parties, unless such disclosure is in accordance with the spirit and intent of the Privacy Act, R.S.C., 1985, c. P-21 and is in accordance with applicable law.

5.2 The Recipient acknowledges that the Minister is subject to the Access to Information Act, R.S.C. 1985, c. A-1, and the Privacy Act, R.S.C., 1985, c. P-21 and acknowledges that the Department of Canadian Heritage (PCH) may be required to disclose information under those Acts.

5.3 The Recipient consents to the public disclosure by PCH of the following information: this Agreement itself, amounts advanced as eligible expenditures, the criteria for calculating payments, data showing the activities supporting such payments and any analysis, audit, reports and evaluations relating to the Program. The Minister shall ensure that any public disclosure respects all requirements to protect personal information and third-party information.

5.4 Unless otherwise agreed to by the Parties, the Recipient shall keep all records, information, databases, audit and evaluation reports, and all other documentation related to activities and associated expenditures and costs for a period of five (5) years from the expiration or termination of this Agreement and, at the request of the Minister, permit reasonable access by PCH representatives to such records and documentation during the same period, for the purpose of verifying the use of the grant and compliance with the terms and conditions of this Agreement.

6. Assets disposal (applicable only if the Agreement allows reimbursement of capital expenditures)

For any asset purchase (furniture, equipment, vehicles, immovable assets, etc.) that has a cost of over $2,000, the Recipient shall:

6.1 Subject to 6.3, preserve and maintain the assets acquired with contribution funds and use them for the purposes of the funded activities during the term of this Agreement unless:

6.1.1 written exemption from this requirement is obtained from the Minister;

6.1.2 the Minister authorizes the disposition of the asset;

6.1.3 replacement of assets subject to wear is necessary; or

6.1.4 assets that have become outdated require replacement.

6.2 Subject to 6.3, the Recipient agrees that, at the end of the Project/Programming or upon termination of this Agreement, if earlier, and if directed to do so by the Minister, any assets referred to in 6.1 that have been preserved by the Recipient shall be:

6.2.1 sold at fair market value and the funds realized from such a sale applied to the eligible cost expenditures of the Project/Programming to offset the Minister’s contribution to the eligible cost expenditures of the Project/Programming;

6.2.2 turned over to another organization or person designated or approved by the Minister; or

6.2.3 disposed of in such other manner as may be determined by the Minister.

6.3 The Recipient agrees to preserve and maintain the immovable assets acquired with contribution funds and use them for the purpose for which they were acquired for a period of ten years after the term of this Agreement, or after its termination, if earlier, unless written exemption from this requirement is obtained from the Minister. If directed to do so by the Minister, any such immovable assets that are to be disposed of by the Recipient shall be:

6.3.1 sold at fair market value and funds realized from such a sale reimbursed to Her majesty based on a pro-rata share of the funding toward the immovable assets. Until repaid to her majesty, the excess amount constitutes a debt owing to her majesty. Where any amount due to Her majesty has not been repaid, an amount equal to the amount due may be retained by way of deduction from or set-off against any sum of money that may be due or payable to the Recipient;

6.3.2 turned over to another organization or person designated or approved by the Minister; or

6.3.3 disposed of in such other manner as may be determined by the Minister.

7. Liability

7.1 The Minister and his employees and agents shall not be held liable for any injury, including death to any person, or for any loss or damage to property of the Recipient or for any obligation of the Recipient or anyone else, incurred or suffered by the Recipient or its employees, agents or voluntary workers in carrying out the Project/Programming, including where the Recipient has entered into loans, capital leases or other long term obligations in relation to this Agreement.

7.2 Where the Recipient is entering into a loan, a capital lease or other long-term obligation in relation to the activity or deliverable for which Minister’s Contribution is disbursed, the Recipient shall not incur any obligation on behalf of the Minister and shall ensure that any agreement in respect thereof expressly relieves the Minister of any liability for non-performance by the Recipient or damages caused by the Recipient.

7.3 Where the Recipient is an unincorporated organization, it is agreed by the representatives of the Recipient signing this Agreement on behalf of the Recipient, that they shall be personally, jointly and severally liable for all obligations, covenants, promises, liabilities and expenses assumed by the Recipient under this Agreement.

8. Indemnification

8.1 The Recipient shall indemnify and save harmless the Minister and his employees and agents from and against all claims, losses, damages, costs and expenses (including reasonable solicitor/client fees, administrative fees and disbursements); and all claims, demands, actions and other proceedings made, sustained, brought, prosecuted, or threatened to be brought or prosecuted in any manner, based upon, occasioned by, or attributable to an injury to a person, the death of a person, an environmental effect, damage to (or loss of) property, whether arising directly or indirectly, or due to the result of a willful or negligent act or delay, on the part of the Recipient, its employees, agents or voluntary workers in carrying out the Project/Programming. The Minister shall not claim indemnification, under this clause, to the extent that the injury, loss or damage has been caused by the Minister or his employees or agents.

8.2 In the event that either the Minister or the Recipient is named in an action or a proceeding relating to this Agreement or relating to activities undertaken pursuant to or as a result of this Agreement in which liability is at issue, the Party or Parties named shall notify the other Party, and the named Party may defend the action or proceeding in its own name and at its own cost. If the named Party believes that the other Party has administration or control of any material having potential evidentiary value in such action or proceeding, the named Party may request access to such material for purposes of the litigation. The un-named Party may, however, refuse such access, if it is of the view that disclosure of the material would be contrary to its interest or its obligations under the law. The un-named Party shall refrain from any extra-judicial conduct which would prejudice the successful conclusion of the action or proceeding.

9. Insurance

The Recipient agrees to purchase, provide, and maintain adequate comprehensive public liability insurance against injury, death, or other loss or damage resulting from the actions of the Recipient in connection with the activities funded under this Agreement.

10. Default and remedies

10.1 The following constitute events of default:

10.1.1 the Recipient becomes bankrupt or insolvent or is placed in receivership or takes the benefit of any statute relating to bankrupt and insolvent debtors;

10.1.2 an order is made or a resolution is passed for the winding-up of the Recipient or the Recipient is dissolved;

10.1.3 in the Minister’s opinion, there is a change in risk that would jeopardize the success of the Project/Programming;

10.1.4 the Recipient, either directly or through its representatives, makes or has made a false or misleading statement or representation in respect of any matter related to this Agreement other than in good faith to the Minister;

10.1.5 in the Minister’s opinion, a term, condition, commitment or obligation provided for in the Agreement has not been respected or complied with; and

10.1.6 the Recipient is no longer eligible under the “Eligibility Criteria” of the Program.

10.2 Where there is a default or where, in the Minister’s opinion, there is likely to be a default under this Agreement, the Minister may reduce the contribution level, suspend any payment, make arrangements under particular terms and conditions so that the Project/Programming will be completed or continued by another Recipient, rescind this Agreement and immediately terminate any financial obligation arising out of it and require repayment of amounts already paid.

10.3 The fact that the Minister refrains from exercising a remedy or any right herein shall not be considered to be a waiver of such remedy or right and, furthermore, partial or limited exercise of a remedy or right conferred on her/him shall not prevent her/him in any way from later exercising any other remedy or right under this Agreement or other applicable law.

10.4 Notwithstanding anything else provided for in this section, the Minister may not terminate this Agreement unless he has served written notice to the Recipient of the event of default and the Recipient has failed to remedy the default within a period of thirty (30) days from the date that the written notice was served. At the expiration of the thirty (30) days, the Minister may terminate this Agreement and rely on any remedy provided for under this Agreement if he deems that the Recipient has not remedied the event of default in a satisfactory manner. The Minister shall reimburse the Recipient for any Eligible Costs incurred to the effective date of termination.

11. Evaluation

11.1 The Minister and the Recipient agree on the importance of assessing what has been accomplished in terms of the defined objectives and expected results outlined in this Agreement.

11.2 The evaluation of the Agreement is a joint concern of the Minister and the Recipient. To this end, the Recipient agrees:

11.2.1 that it shall provide activity reports in a way that shows progress in relation to the defined objectives and expected results of the Project/Programming and participate in any evaluation of the Project/Programming as required and as mutually agreed upon; and

11.2.2 that the Minister reserves the right at any time during the term of the Agreement and for a period of up to five years after the end of this Agreement to make an evaluation to ensure compliance with the terms and conditions of the Agreement.

12. Partnership

12.1 The Parties acknowledge that this Agreement does not constitute an association for the purpose of establishing a partnership or joint venture and does not create an agency relationship between the Minister and the Recipient, and that it in no way implies any agreement or undertaking to conclude any subsequent agreement.

12.2 The Recipient shall not represent itself as being a partner, co-contractor, employee or agent of the Minister in carrying out the Project/Programming referred to in this Agreement.

13. Assignment and subcontractors

The Recipient shall not assign this Agreement or any part thereof or any payments to be made there under without the written permission of the Minister, but nothing shall preclude the Recipient from enlisting the assistance of others in carrying out the obligations under this Agreement.

14. Dispute resolution

In the event of a dispute arising under the terms of this Agreement, the parties agree to make a good-faith attempt to settle the dispute. The Parties agree that nothing contained in this provision shall affect, alter or modify the rights of the Minister under the Default and Remedies provision of this Agreement.

15. Amendments

This Agreement may be amended by the mutual written consent of the Parties hereto. To be valid, any amendment to this Agreement shall be in writing and shall be signed by the Parties hereto or by their duly authorized representatives, while this Agreement is in effect.

16. Intellectual property

Any intellectual property developed as a result of the Project/Programming shall belong to the Recipient.

17. Successors

This Agreement is binding upon the parties and their respective administrators and successors.

Annex D: Reporting requirementsInterim or final activity/results report

Notes:

  1. Performance indicators or evaluations must be guided by the program’s performance measurement strategy.
  2. Activity/results reporting requirements should include control measures to ensure adequate follow-up of official languages requirements specified in Annex A of the Agreement, where applicable.
  3. As a minimum, the final activity/results report must be certified. This requirement is already specified in the payment schedules to Annex B.

Annex E: Public acknowledgment of financial support

Notes to the program:

  1. This annex must include the program’s requirements for the acknowledgment of financial assistance.
  2. The content of this annex is provided by the program’s communications account executive and the program must have the final version (options available in the DGCom template) approved by their account executive.
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