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Second Request for Project Proposals (RFPP)
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 TABLE OF CONTENTS
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1.0    Introduction

On June 29, 2000, the Prime Minister of Canada announced funding for an Atlantic Innovation Fund (AIF) to strengthen the economy of Atlantic Canada by accelerating the development of knowledge-based industry. The AIF will help increase the region's capacity to carry out leading-edge research and development that directly contributes to the development of new technology-based economic activity in Atlantic Canada.

The AIF program is funded at $300 million over five years, beginning in the 2001/2002 fiscal year.

The objectives of AIF are to:

  • increase activity in and to build capacity for innovation, research and development (R&D;) which leads to technologies, products, processes or services which contribute to economic growth in Atlantic Canada;


  • increase the capacity for commercialization of R&D; outputs;


  • strengthen the region's innovation capacity by supporting research, development, and commercialization partnerships and alliances among private sector firms, universities, research institutions and other organizations in the Atlantic system of innovation, and to increase their critical mass; and


  • maximize benefits from the national R&D; programs.

In order to maximize economic benefits to Atlantic Canada, it is important that AIF investments focus on areas where there is the best opportunity for future growth, based on the region's capability to address global market opportunities. This can be found in sectors where Atlantic Canada has a comparative advantage, and in the development of clusters concentrated in emerging knowledge-based economy activities. Atlantic Canada has demonstrated an emerging capability in a number of sectors which have strong global growth prospects, including information technology, such as communications and geomatics; ocean technologies; aquaculture; bio-technology; health and medical technologies; and environmental technologies. AIF investments will strengthen the region's ability to develop technologies that allow resource industries such as oil and gas, agriculture and agri-food, fisheries, forestry and mining to maintain and increase their competitive positions.

The AIF contributes to the development of the Atlantic system of innovation and encourages collaboration, between the private sector and research institutions, and between institutions. It does not operate on a provincial basis or include allocations on a province-by-province basis.


2.0    Program Description

2.1    General

The AIF finances research and development and related initiatives, which are focussed in the areas of natural sciences; applied sciences; and social sciences and humanities where these are linked to the development of technology-based products, processes or services or their commercialization, and thereby strengthen the region's system of innovation. The AIF focuses on increasing research and development linked to economic development and commercialization in areas that are of strategic importance to the region, particularly those that support the growth of strategic sectors and clusters. Related initiatives emphasize building the Atlantic system of innovation, and encouraging synergies among the various components of this system through partnerships, alliances and networks.

2.2    Terms and Conditions

Attached as Annex "A" are the Terms and Conditions for the administration of the AIF program which provide definitions and details regarding the AIF program in addition to those set out below.

2.3    Eligible Recipients

ACOA encourages prospective stakeholders, including universities, colleges, research organizations, private sector firms and individuals, to take an active role in seeking out opportunities for joint ventures/collaboration under the AIF program. There may be important reasons for such organizations to build research capability and commercialization opportunities that match their respective interests. It is envisioned that projects will be developed through a collaborative process among private sector and institutional stakeholders. Such collaboration will maximize the economic benefits of the resources available under the AIF, and enhance commercialization success.

Partnerships in AIF projects are highly encouraged; however, such partnerships should add value and make a meaningful contribution to a project. Partnerships among research facilities, universities and the private sector, etc. could help to build capacity in areas of research that leads to economic growth and be a key determinant of success of an R&D; project. Partnership with the private sector is normally required to commercialize research. The private sector could be investors in a project, be partners in a project to commercialize the R&D; results, and/or participate on a project's steering committee - i.e., have a real stake in the project and its outcome(s). The private sector should also consider partnering with research institutions that could add value to their projects.

(NOTE: Proposed commercial projects seeking a contribution of $500,000 or less are not eligible for assistance under the Atlantic Innovation Fund. Such proposed commercial projects may be eligible for assistance under ACOA's Business Development Program.)

2.4    Repayability

The federal repayable contribution policy is based on the premise that when a business, as a result of a contribution from the Government of Canada, earns a profit or otherwise increases in value, the business should return the contribution to the government. Accordingly, contributions to the private sector that involve the commercialization of a technology, product, process or service will be conditionally repayable based on the commercial success of the project. Contributions to non commercial organizations will be non repayable. A private sector partner(s)/collaborator(s) in a non-commercial project, who stands to benefit from the non-repayable AIF contribution through commercialization of a resulting product, process or service, would be expected to pay a fee(s) or royalty(s) back to the non-commercial proponent.

2.5    AIF Level of Assistance

Contributions will be the least amount required to allow a project to proceed. AIF will provide assistance up to 75% of total eligible costs for commercial private sector projects. For projects undertaken by not-for-profit organizations, AIF assistance will normally be up to 80% of total eligible costs. Proponents should lever financing for their projects from other (non-ACOA) sources.

2.6    Intellectual Property

ACOA will not seek ownership of any intellectual property. Proponents must ensure that they have sufficient intellectual property rights in technology which has been developed prior to the beginning of the project and which will be required to permit the project to be carried out and to permit the intellectual property arising from the project to be exploited. The proponent must also ensure that they have made sufficient provisions in any agreements with employees, contractors, collaborators (partners), etc. to ensure they have sufficient rights to the intellectual property arising from the project to enable them to exploit/commercialize the intellectual property.

The university, college or research institute should have an intellectual property policy that encourages and supports the commercialization of R&D; in Atlantic Canada. Before the first disbursement can be made, a proponent must submit an intellectual property policy that is acceptable to ACOA.

2.7    Environmental Screening

All proposed AIF projects will be subject to appropriate environmental screening under the Canadian Environmental Assessment Act.


3.0    Guidelines for Proposals

3.1    Request for Project Proposals (RFPP) Process

AIF operates using a Request for Project Proposals (RFPP) process to seek project proposals. The RFPP process is a method of obtaining a pool of qualified projects to be considered for funding. The RFPP is not a contracting process and neither the proponent nor ACOA is legally bound as a result of the submission of a proposal under this process.

3.2    Proposal Content Requirements

Proposals must include:

  • Administration and Declaration Forms (see Annex "B".)
  • Project Proposal (see Annex "C".)
  • Costs and Financing Templates (see Annex "D".)
  • Results Measurement Information (see Annex "E".)

Proponents must submit a separate proposal for each stand-alone project to facilitate overall project evaluation by ACOA. A stand-alone project has a distinct scientific/technical basis for the development of a product, process or service that is technologically innovative and commercially viable. Stand-alone projects are not dependent on the success of other projects or activities. Where stand-alone projects are complementary (e.g., same proponent or same area of research, etc.) proponents should provide cross-references in each of their proposals to those projects. Where the proponent deems it necessary to group projects into one proposal, because of their strong interdependency, the proponent must include a rationale/justification in a covering letter and must ensure that all relevant sections of the proposal (per Annex "C") are completed for each project.

3.3    Support for Preparation of Proposals

The AIF will not provide any financial assistance for preparation and submission of project proposals.

3.4    Proposal Evaluation

Project proposals will be assessed against essential and desirable eligibility criteria.

(i)    Essential Eligibility Criteria

The following are essential criteria which must be met for consideration of project proposals under AIF. Each proposal must:

    a)    be compatible with the AIF objectives;
    b)    be scientifically and/or technically sound;
    c)    demonstrate management capability to successfully undertake the project;
    d)    demonstrate significant economic benefits for Atlantic Canada;
    e)    address ultimate commercialization potential of project;
    f)    support new or improved technologies or new applications of technologies;
    g)    have adequate financing for the duration of the project;
    h)    be incremental; and
    i)    support one or more strategic sectors or technologies.

(ii)    Desirable Criteria

In addition to essential criteria, the following desirable criteria are key considerations in the evaluation of proposals under AIF:

    a)    includes private sector participation (for institutional proposals);
    b)    fills a gap in the Atlantic system of innovation;
    c)    improves innovation capacity of the private sector;
    d)    is pan-Atlantic in scope;
    e)    builds critical mass through networks/cooperation of existing and/or additional talent (researchers);
    f)    leverages funding from other public and private sector sources;
    g)    attracts new firms, institutions and researchers to Atlantic Canada;
    h)    builds on research excellence; and
    i)    fosters national and international affiliations.

Proponents must address these criteria in sufficient detail, depth and clarity in their proposal to permit a complete analysis and assessment. Failure of a proponent to do so against at least the essential criteria will render a proposal non-compliant, and it will result in funding not being offered. This does not prevent a proponent from submitting further proposals during a later RFPP process.

Proponents are also advised to use the proposal content guidelines in Annex "C" to ensure that all criteria have been addressed, and that all requested information has been provided.


4.0    Evaluation Process

4.1    The Detailed Evaluation Stage

Prior to review by the AIF Advisory Board, ACOA will analyse project proposals against both essential and desirable criteria, to an appropriate degree commensurate with the size and complexity of proposed projects.

4.2    Scientific Review

ACOA may consult with or refer any proposal to external scientific experts to assist with project review/evaluation. The proponent's signature on the Declaration form in Annex "B" will constitute consent regarding sharing of information. Before a proposal is released to a scientific expert for project review/evaluation, the expert will be required to sign a confidentiality agreement with ACOA.

4.3    Proponents' Responsibilities

Proponents acknowledge and understand that they may be required to perform any or all of the following activities to assist ACOA in evaluating project proposals. Proponents further understand that the performance of any or all of the following in no way guarantees that their proposal will be approved by the Minister:

    (a)    reviewing requirements identified in the RFPP, seeking clarifications, preparing and submitting proposals that provide all the information required, in accordance with all instructions of the RFPP; and,
    (b)    providing clarifications as requested by ACOA, making personnel available for interviews by ACOA.

4.4    Project Approval

The AIF Advisory Board will review all AIF project proposals and provide advice on acceptance and funding to the Minister. Final decision-making authority for project approval rests with the Minister. The Minister reserves the right to accept or reject any proposal. Proposals may be approved in whole or in part. In the case of similar competing proposals, the Minister may encourage proponents to collaborate and/or may select one proposal only. Proponents of rejected proposals may have an opportunity to revise their proposal for submission to a future request for project proposals.

4.5    The Contract

The legal obligation of the parties will come into force only when a proponent enters into a project-specific Contribution Agreement with ACOA under the AIF. This agreement will define the investment from the Atlantic Innovation Fund, the level of support from other investors, and the roles and responsibilities of ACOA and the successful proponent. The General Conditions which would form part of the contract are set out in Annex "F".


5.0    Monitoring of Approved Projects

5.1    Statement of Work

Proponents, whose projects are selected for AIF funding, will be required to provide ACOA with a draft Statement of Work which will form part of a Contribution Agreement. Proponents should review the Statement of Work Guide, presented in Annex "G", prior to preparing their project proposal to ensure that a Statement of Work could easily be prepared from the information contained in their project proposal.

5.2    Reporting Requirements

Successful proponents will be required to provide quarterly progress reports to ACOA and to meet at least once a year with ACOA officials to review the progress of their project. In some cases, depending on the complexity of a project, a Project Review Committee may be established. This committee would be a formal multi-disciplinary monitoring committee comprised of an ACOA Account Manager(s), recognized technical expert(s), plus representatives of the Proponent and its key collaborator(s).

5.3    Success Indicators

The Government of Canada will evaluate the results of the AIF. Accordingly, recipients of AIF program funding will be expected to provide ACOA with data that will contribute to the evaluation of AIF's activities. Attached, in Annex "E", is a list of success indicators at both the project and proponent/partner levels. Proponents must provide information at the project level, and attach it as an appendix to their project proposal.


6.0    Other Government Programs

Some proposed projects may be eligible under other government programs and these should be considered prior to preparing a proposal for funding under the AIF. Indeed, one of the desirable criteria is to "leverage funding from other public and private sector sources". This includes all levels of government, the private sector, universities, associations and research facilities. This is a key consideration in the evaluation of proposals under the AIF program.

6.1    Other Federal Departments and Agencies

The Government of Canada offers other programs to promote research and development across Canada. These include, for example, the Canada Foundation for Innovation, the Natural Sciences and Engineering Research Council and the Social Sciences and Humanities Research Council. Certain commercial projects may be eligible for assistance under the National Research Council's Industrial Research Assistance Program, Industry Canada's Technology Partnerships Canada program, etc. ACOA can provide stakeholders with information on and coordinates for such programs.


7.0    General Procedures

7.1    Language

Proposals may be submitted in either of Canada's official languages, English or French.

7.2    Submission

Proponents must provide a Letter of Intent, of no more than three pages, as soon as possible after the issue of this Request for Project Proposals, but no later than September 30, 2002. It should be mailed to ACOA Head Office, Attention: Mr. Alan Miller, P. O. Box 6051, Moncton, N.B., E1C 9J8. This letter is required for planning purposes in order to improve the overall efficiency of the project evaluation process. Specifically, it will help the Agency to identify, at an early stage, potential expert scientific reviewers; the number and type of projects in specific sectors; and the resource requirements for review teams and account managers. The letter should include a general description of the research proposal including the project objectives; anticipated deliverables and challenges; sector of interest (for guidance, refer to Annex "B", section #5); estimated project costs; estimated amount to be requested from the AIF program; and the names and addresses of potential independent reviewers (for guidance, refer to Annex "B", section #15). This letter will not be used to pre-screen projects.

The project proposal may be submitted to the Atlantic Canada Opportunities Agency either on-line via the Internet or by courier or hand-delivery to either ACOA's Head Office or any of its regional offices. Please see Annex "C" for specific details.

ACOA will acknowledge receipt of all proposals. If sent electronically, ACOA will provide an on-screen electronic confirmation of receipt. Acknowledgement of ACOA's receipt of courier or hand-delivered proposals will be mailed from ACOA's AIF Secretariat to respective proponents. If confirmation is not received, a proponent must follow up with ACOA.

If a proposal is to be submitted on-line, proponents are asked to refer to the on-line instructions at http://www.acoa-apeca.gc.ca and select the link to AIF. To ensure confidentiality of transmission, a proposal submitted on-line will be by way of secure socket layer. A proposal submitted electronically is deemed to be sent from the proponent's principal place of business and will be received at ACOA's Head Office in Moncton, New Brunswick.

7.3     Closing Date

    a)    Project proposals prepared in response to this RFPP of August 2002 must be received in their entirety by 4:00 p.m. local time on Wednesday, November 27, 2002, the closing date.
    b)    Proposals will not be accepted after the closing date.
    c)    ACOA will return proposals received after the stipulated project proposal solicitation closing date.
    d)    Timely receipt and correct direction of a proposal is the responsibility of the proponent. ACOA will not assume or have transferred to it these responsibilities.

7.4     Enquiries and Requests for Clarification

Proponents are invited to telephone ACOA officials if there are any questions related to this RFPP or for advice in preparing proposals. Contacts are:

    Mr. Kent Estabrooks at 1-800-561-4030 in Fredericton, New Brunswick;
    Mr. Rob McDonald 1-800-565-1228 in Halifax, Nova Scotia;
    Mr. Tom Plumridge at 1-800-705-3926 in Sydney, Nova Scotia;
    Mr. Gerard Watts at 1-800-871-2596 in Charlottetown, Prince Edward Island;
    Mr. Clayton Higdon at 1-800-668-1010 in St. John's, Newfoundland; or
    Ms. Denise Frenette at 1-800-561-7862 at the AIF Secretariat in Moncton, New Brunswick.
Information provided verbally shall not be binding upon ACOA. Proponents will receive written confirmation from ACOA of any additions, deletions or amendments, etc., concerning their proposal.

7.5     Rights of ACOA

ACOA reserves the right to enter into negotiations with a proponent on any or all aspects of its proposal, and to cancel and/or reissue this RFPP at any time.


ANNEX A  -  Terms and Conditions

1.     Purpose

The purpose of this document is to set forth the terms and conditions for the administration of contributions under the Atlantic Innovation Fund Program.

2.     Definitions

Item "ACOA" and "Agency" means the Atlantic Canada Opportunities Agency.

Item "Minister" means the Minister responsible for the Atlantic Canada Opportunities Agency and may include the Minister of State for ACOA, as authorized by the Minister, and other persons as authorized by the Minister to act on his/her behalf.

Item "Fiscal Year" means the period commencing on April 1 of any year and terminating on March 31 of the immediately following year.

Item "Atlantic Investment Partnership" (AIP) means a $700-million, five-year federal initiative announced by the Prime Minister of Canada on June 29, 2000. The AIP is a mix of strategic investments and initiatives in innovation, trade and investment, entrepreneurship and skills development, and community economic development.

Item "Atlantic Innovation Fund" (AIF) means a $300 million, five year, federal program within the Atlantic Investment Partnership framework, established pursuant to sub-section 13(g) of the Atlantic Canada Opportunities Agency Act to address the Atlantic region's innovation gaps.

Item "Innovation" means a process through which economic value is extracted from knowledge through the generation, development and implementation of ideas to produce new or significantly improved products or processes.

Item "Pan Atlantic" means an area of coverage of a project containing at least two and preferably all Atlantic provinces. This area of coverage refers to the scope of a project, either in terms of the reach of its intended benefits (e.g., specific clients and/or general economic benefits) or in terms of the participants in the project (e.g., a group of research institutions and/or private sector firms or associations) or both.

Item "AIF Advisory Board" means the members appointed by the Minister pursuant to Section (5)3 of the Atlantic Canada Opportunities Agency Act, to review project proposals and to provide advice and recommendations to the Minister.

Item "Request for Project Proposals" means a process by which eligible applicants will be able to submit proposals to compete for AIF funding of a project.

Item "Incremental" means new or additional activities over and above existing/ongoing activities that cannot proceed without funding from AIF. The project is such that it cannot be supported in-house, it cannot attract sufficient outside financing, or the project is too risky to be undertaken using internal financial resources.

Item "Strategic Sectors/Technologies" means those sectors and technologies in which Atlantic Canada possesses a comparative advantage or potential to create such an advantage.

Item "Economic Benefits" means benefits that can be measured in the short, medium and long term by a pre-determined set of indicators including new research competencies in strategic sectors, the development of new or improved products, processes, technologies or services, or the use of R & D results in industry with resulting new business start-ups and jobs.

Item "Project" means an undertaking as described in section 5.

Item "Research and Development" (R&D;):
- Research means the planned search or critical investigation aimed at the discovery of new knowledge or new application of existing knowledge, with the objective that such knowledge may be useful in developing new products, processes, technologies or services, or in bringing about significant improvements to existing products, processes, technologies or services.
- Development means to convert research findings into a plan, blueprint or design for new or improved products, processes, technologies or services; initial demonstration or pilot project and prototype; and other related pre-production activities.

Item "Natural Sciences" means such disciplines as biology, chemistry, physics, life sciences and ocean sciences.

Item "Applied Sciences" means such disciplines as engineering and computer science.

Item "Social Sciences" means such disciplines as sociology and psychology.

Item "Humanities" means such disciplines as philosophy, arts and languages.

Item "Commercialization" means the process of introducing new products, processes, technologies or services to the marketplace.

Item "System of Innovation" means the set of institutions, firms, linkages and interactions which determine the innovation performance of firms and organizations.

3.     Program/Legislative Authority

The authority for this program is pursuant to sub-section 13 (g) of the Atlantic Canada Opportunities Agency Act and Cabinet approval in June 2000 (RD 20/07/00).

4.     Objectives

The objectives of the AIF program are:

  • to increase activity in and to build capacity for innovation, research and development (R&D;) which leads to technologies, products, processes or services which contribute to economic growth in Atlantic Canada;
  • to increase the capacity for commercialization of R&D; outputs;
  • to strengthen the region's innovation capacity by supporting research, development and commercialization partnerships and alliances among private sector firms, universities, research institutions and other organizations in the Atlantic System of Innovation, and to increase their critical mass; and
  • to maximize benefits from the national R&D; programs.

A combination of the following are among key considerations in meeting the AIF objectives:
- includes private sector participation (for institutional proposals);
- fills a gap in the Atlantic System of Innovation;
- improves innovation capacity of private sector;
- is Pan-Atlantic in scope;
- builds critical mass through networks/cooperation of existing and/or additional talent (researchers);
- leverages funding from other public and private sector sources;
- attracts new firms, institutions and researchers to Atlantic Canada;
- builds on research excellence; and
- fosters national and international affiliations.

5.     Program Description

The Minister may make a contribution in support of R&D; projects and related initiatives which are focussed in the area of natural sciences; applied sciences; and social sciences and humanities where these are linked explicitly to the development of technology-based products, processes or services or their commercialization, and thereby strengthen the region's System of Innovation. The AIF shall focus on increasing Research and Development linked to economic development and commercialization objectives in areas that are of strategic importance to the region, particularly those that support the growth of Strategic Sectors/Clusters. Related initiatives will emphasize building the Atlantic System of Innovation, including those components that bridge the gap between research institutions and the marketplace, and encouraging synergies among the various components of this system through partnerships, alliances and networks.

6.      Eligible Recipients

Eligible recipients include commercial and non-commercial entities such as, but not limited to, universities, colleges, other post-secondary educational institutions, business associations, research institutions and private sector firms.

Federal departments, including federal research laboratories and institutes, and provincial government departments are not eligible recipients.

7.     Stacking Provisions

Contributions shall be negotiated to be the least amount required to allow a project to proceed and shall conform to the Treasury Board Policy on stacking. The level of assistance to non-commercial applicants from the AIF shall not exceed 100% of total eligible costs. However, only on an exceptional basis would the maximum contribution exceed 80% of total eligible costs, and 30% of the eligible costs of new buildings and major renovations. The level of assistance to commercial applicants from all government sources shall not exceed 75% of total eligible costs.

In a case where assistance exceeds Total Government Assistance, the amount to be repaid will be calculated as the difference between total assistance from all levels of government and 75% of the total estimated project cost for commercial projects or such other percentages as applicable for non-commercial projects. Any amount to be repaid will be established as an account receivable.

Financial statements will be obtained from recipients to disclose all government assistance received for the project.

8.     Request for Project Proposals

Implementation shall normally be delivered through the Request for Project Proposals process of the Atlantic Innovation Fund. The Request for Project Proposals shall be opened to eligible recipients as per Section 6.

Proposals for commercial projects with the contribution amount of $500,000 or less are not eligible under AIF.

9.     Application Requirements

The Request for Project Proposals will provide potential applicants with detailed guidelines for preparing project proposals under the Atlantic Innovation Fund. A project proposal will include a description of the proposed project, a description of the applicant including any partners, the project team and management structure, the technical proposal, commercialization potential, economic benefits and financial information.

Essential criteria for consideration of project proposals are as follows:


- must be compatible with the AIF objectives;
- must be scientifically and/or technically sound;
- must demonstrate management capability to successfully undertake the project;
- must demonstrate significant economic benefits for Atlantic Canada;
- must address ultimate commercialization potential of project;
- must support new or improved technologies or new applications of technologies;
- must have adequate financing for the duration of the project;
- must be incremental; and
- must support one or more Strategic Sectors/Technologies.

All contributions approved by the Minister shall be in compliance with the Post-Employment provisions of the Conflict of Interest and Post-Employment Code for Public Office Holders and for the Public Service.

10.     Eligible Costs

Eligible costs shall include all reasonable incremental costs deemed essential for the implementation of the project including the following:


- incremental wage and salary costs including payroll burden of personnel directly associated with the project;
- equipment, installation costs, and software required for the project; and,
- operating costs for the project including travel and direct overhead costs.

Eligible costs exclude costs of land and goodwill. Also excluded are asset costs in excess of fair market value.

11.     Maximum Amount Payable

The AIF will normally be based on a Request for Project Proposals process. The AIF will encourage collaboration between proponents; per project and per proponent limits would work against this by imposing arbitrary limits that may conflict with the program's objectives.

The maximum contribution to any AIF project will not exceed $10 million, unless otherwise approved by Treasury Board.

12.     Approval

The Minister has the authority to approve projects. The AIF Advisory Board shall provide the Minister with substantive recommendations on strategic directions and specific project proposals.

Members of the AIF Advisory Board shall be appointed by the Minister, pursuant to Sub-Section 5(3) of the Atlantic Canada Opportunities Agency Act.

Financial Signing Authorities

Spending Authority

Certification of the Availability of Funds (Section 32 of Financial Administration Act)

Authority to certify funds are available and to record commitment is delegated to positions as listed in the following table.

Expenditures Initiation

Authority to sign contribution agreements (initiate expenditures) is delegated to positions as listed in the following table.

Contract Performance (Section 34 of Financial Administration Act)

Authority, to certify that payments are in accordance with the terms and conditions of a contribution arrangement, is delegated to positions as listed in the following table.

Payment Authority

Payment Authority (Section 33 of Financial Administration Act)

Authority to requisition payments is delegated to positions as listed in the following table.

ATLANTIC INNOVATION FUND PROGRAM
FINANCIAL SIGNING AUTHORITIES
SPENDING AUTHORITY PAYMENT AUTHORITY
Certification of Availability of Funds - Section 32 of FAA

Vice-President, Policy and Programs

Regional Vice-Presidents

Director General, Programs

Director, Innovation or equivalent

Senior Advisor, Financial Services or equivalent

Administrative Assistant or equivalent

Expenditure Initiation

 

Vice-President, Policy and Programs

Regional Vice-Presidents

Director General, Programs

Director, Innovation or equivalent

Contract Performance - Section 34 of FAA

Vice-President, Policy and Programs

Regional Vice-Presidents

Director General, Programs

Director, Innovation or equivalent

  Payment Authority - Section 33 of FAA

Vice-President, Policy and Programs

Regional Vice-Presidents

Director, Finance and Corporate Services

Chief, Corporate Accounting

Director of Operations or equivalent

Senior Advisor, Financial Services or equivalent

13.     Basis and Timing of Payment

Contributions shall be administered and paid in accordance with contribution agreements which shall identify all conditions pertaining to the contributions, the expected results to be achieved, the obligations of both parties involved and the conditions under which payments and repayments shall be made in accordance with the Treasury Board Policy on Transfer Payments.

The Minister may pay a contribution in the form of an advance, progress payment(s) during the project and/or in a final payment following the completion of the project provided that the project has proceeded, or is proceeding, to the satisfaction of the Minister.

Normally, payments are based on a reimbursement of eligible costs identified in the contribution agreement and advance payments will be in accordance with the Policy on Transfer Payments - Appendix B: Installment Payments of Grants and Advance Payments of Contributions.

All payments shall be made in accordance with Treasury Board policies and procedures.

Any deviation from Treasury Board policies will require Treasury Board approval.

14.     Repayable Contributions

All contributions approved by the Minister shall conform to the Treasury Board Policy on Transfer Payments. Contributions to the private sector that involve the commercialization of a product, process, technology or service shall be conditionally repayable based on successful commercialization of the project. Contributions to non-commercial organizations shall be non-repayable.

The Agency's Corporate Finance and Program systems will be used to assist Account Managers with verification of invoice dates, appropriate follow-up on overdue accounts, viability reviews, collections or rescheduling decisions, and referring defaulted accounts to the Recovery Unit. To facilitate collection, the use of pre-authorized debit (PAD) will be mandatory for all repayable contributions. In addition, each project will be risk-rated so that appropriate due diligence can be carried out.

15.     Duration

15.1 The AIF shall exist for a period of five years commencing in fiscal year 2001/02 and ending in fiscal year 2005/06 and payments made by March 31, 2006.

15.2 These Terms and Conditions shall apply during the life of the AIF, including its wind-up period.

15.3 Notwithstanding the provision of this section, all provisions of the AIF necessary to permit its orderly winding up shall remain operative until all obligations have been discharged.

15.4 The final date of approval of projects under the AIF shall be March 31, 2005.

16.     Due Diligence

The Agency gives its assurance that departmental systems, procedures and resources for ensuring due diligence in verifying eligibility and entitlement, approving transfer payments, managing the Requests for Project Proposals process, and management and administration of the program, are in place.

All projects will be subjected to a rigorous due diligence process. This will involve an evaluation of the economic benefits of each proposal and the recommended funding level, and will be consistent with the federal government's economic policies and strategic priorities.

17.     Results-Based Management and Accountability Framework

An accountability framework is attached as Appendix A. This includes performance indicators, expected results and outcomes, methods for reporting on performance and expenditures, evaluation criteria and an evaluation plan to be used for determining the effectiveness of the program.

18.      Audit Framework

A risk-based framework for the audit of recipients of contributions is attached as Appendix B. This framework includes an internal audit plan and the proposed budget for the application of this framework.

19.     Other Terms and Conditions

AIF will not support commercial R&D; projects with total proposed contributions of $500,000 or less. These will continue to be eligible under the ACOA Business Development Program, and will be assessed and processed under the Terms and Conditions for this program.

All contributions approved by the Minister shall conform with the requirements of all applicable federal and provincial government regulatory regimes including, but not limited to, the federal Canadian Environmental Assessment Act (CEAA) and the Official Languages Act.

All contributions approved by the Minister shall conform to the Federal Identity Program and the Agency's Sustainable Development Strategy.

All AIF contribution agreements will include provisions for cancellation or reduction of transfer payments in the event that funding levels are changed by Parliament.

Costs of managing and administering the program will be approximately $15 million and will be sourced from the transfer of funds from Human Resources Development Canada and from the fiscal framework as per the Cost and Source of Funds Table in the Treasury Board Submission.

Attachments
Appendix A - Results-Based Management and Accountability Framework
Appendix B - Audit Framework

(Note: the attachments referenced above are not included in this document, but are available on request.)


ANNEX B  -  Administration and Declaration Forms


ANNEX C  -  Guide for Preparation and Submission of Project Proposals

1.     Purpose of document

This document is to be used as a guide. It provides concrete information on the mandatory elements to be included in any proposal. The document also provides information on the criteria to be used by ACOA and the AIF Advisory Board in evaluating any proposal.

2.     Submission of letter of intent and project proposal

Proponents must provide a Letter of Intent, of no more than three pages, as soon as possible after the issue of this Request for Project Proposals, but no later than September 30, 2002. It should be mailed to ACOA Head Office, Attention: Mr. Alan Miller, P. O. Box 6051, Moncton, N.B., E1C 9J8. This letter is required for planning purposes in order to improve the overall efficiency of the project evaluation process. Specifically, it will help the Agency to identify, at an early stage, potential expert scientific reviewers; the number and type of projects in specific sectors; and the resource requirements for review teams and account managers. The letter should include a general description of the research proposal including the project objectives; anticipated deliverables and challenges; sector of interest (for guidance, refer to Annex "B", section #5); estimated project costs; estimated amount to be requested from the AIF program; and the names and addresses of potential independent reviewers (for guidance, refer to Annex "B", section #15). This letter will not be used to pre-screen projects.

The project proposal must be received by ACOA in its entirety no later than 4:00 pm local time on Wednesday, November 27, 2002 either via the Internet or by courier or hand delivery to one of ACOA's offices listed in Annex "H".

Proposals sent by e-mail or fax will NOT be accepted.

If proposal is sent by courier or hand-delivered, it must be marked Atlantic Innovation Fund - Response to Second Request for Project Proposals and follow the format as outlined in this guide. The proposal must also include a completed Administration Form and Declaration Form which are available in a Word template. (If a proponent is not using Word, the Administration and Declaration forms can be prepared in either Word Perfect or Rich Text Format.) Please provide three (3) paper copies of the entire proposal, one (1) of which should be unbound, as well as an electronic version on a diskette or compact disk (CD).

If a proposal is to be submitted on-line, proponents should refer to the on-line instructions at http://www.acoa-apeca.gc.ca and select the link to AIF. Submitting on-line requires that an account be established at least one week (five working days) in advance of the closing date.

3.     Format

Project proposals must be complete, clear and concise. A thorough proposal could be prepared in as few as 15 pages, but should not normally exceed 35-40 pages. Proposals must be submitted using the following format:

     Paper format: 8 ½" X 11"
     Font size for text: 12 point
     Pages are to be numbered.
     Page foldouts, schematics, drawings, etc. may be included or attached for clarity of presentation.

4.     Marking confidentiality of proponent's information

All information regarding the terms and conditions, financial and/or technical aspects of a proponent's proposal, which in a proponent's opinion is of a proprietary or confidential nature, should be clearly marked "PROPRIETARY" or "CONFIDENTIAL" on each relevant item or page or in a statement covering an entire proposal.

Should a proponent provide the requested information to ACOA in confidence by indicating that the disclosed information is confidential, ACOA will treat the information in a confidential manner, unless otherwise required by the Access to Information Act and the Privacy Act.

5.     Content of Proposal

Proponents must submit a separate proposal for each stand-alone project to facilitate overall project evaluation by ACOA. A stand-alone project has a distinct scientific/technological basis for the development of a product, process or service that is technologically innovative and commercially viable. Stand-alone projects are not dependent on the success of other projects or activities. Where stand-alone projects are complementary (e.g., same proponent or same area of research, etc.) provide cross-references in each proposal to those projects.

Where the proponent deems it necessary to group projects into one proposal, because of their strong interdependency, the proponent must include a rationale/justification in a covering letter and must ensure that all relevant sections of the proposal are completed for each project.

5.1     Title Page

PROJECT NAME OR TITLE

Under the second Request for Project Proposals under the Atlantic Innovation Fund
Submitted by proponent

Please note that the "project name or title" could be used by ACOA for reporting and communications purposes.

5.2     Executive Summary

The executive summary is a representative synopsis of the information included in the proposal and should be suitable for distribution as a stand-alone document. The executive summary must not exceed two (2) pages.

It should include the following elements:

  • project objective(s) and description (in plain language for a news release, if project is approved), including the resulting product(s) to be developed and its technical challenges;
  • description of proponent;
  • description and role of key collaborator(s);
  • project cost, and assistance requested from the AIF program;
  • project location(s) and time lines; and
  • commercial applications and/or key economic benefits.

5.3     Project Description and Technical Overview

This section should outline the objective(s) of the proposed project and its envisioned end result.

Describe the "resulting product(s)" that would be developed during this project. Resulting product is broadly defined as a new technology-based product, process or service that is not presently available in the market place, at least not in the form envisioned by the project.

Provide, in a non-technical manner, a concise overview of the underlying technology and the state-of-the-art of this technology. Explain the innovative aspect(s) of the resulting product(s). Articulate if there would be any derivative applications for the new technology.

If the resulting product would be a new product or new service that builds capacity usable for other product development activities, provide examples.

Provide an overview of the research and development that would be carried out in the project. Explain, in broad and non-technical terms, what scientific/technical challenges exist, the major activities that would be undertaken, the milestones and deliverables. (It is in section 5.8 - Technical Details, and not in this section, that proponents must provide complete details of the scientific/technical process. It may be advisable for proponents to complete section 5.8 before completing this section.)

As AIF can only support incremental activities that are new or additional activities over and above existing/ongoing activities, explain how this project would be incremental.

5.4     Description of Proponent, Key Collaborators and Project Team

The information submitted under this heading should allow the Agency to assess the proposal against the essential criterion, "Must demonstrate management capability to successfully undertake the project". The objective is to provide sufficient information about the managerial capability of the project team to undertake and bring the proposed project to successful completion.

The proponent and partners should have strong project management, financial control and technical development skills. Where weaknesses exist, remedial measures should be explained. This section should address the following:

(a)Description of Proponent - describe in full detail the organization and its history (e.g., name and legal status; how long in existence; what it does; how it has grown; etc.); and, its size (e.g., in terms of annual sales or operating budget, and number of employees). Discuss the area of specialization; the proposed role in connection with the project; and historical track record in R&D;, technology development and commercialization, particularly as this relates to the proposed project. Explain why the proposed project is relevant to the organization, and what it expects to gain from undertaking it. Discuss the governance structure of the organization (e.g., list of Directors, Executive Committee, Advisory Board, etc.). Provide an organization chart, list the key personnel and provide their résumés as appendices. In the case of a commercial proponent (i.e., private company), list the principal(s) and their percentage of ownership.

(b)Description of Key Collaborator(s) and the Partnership Arrangement(s) - a "key collaborator" is defined as a participant who is actively involved in the project, who has a direct and material influence on the project's direction; and without whose involvement the project could be in jeopardy. Briefly describe the key collaborator(s) in terms of their name and legal status; size (e.g., in terms of annual sales or operating budget, and number of employees); area of specialization; proposed role in connection with the project; and estimated financial commitment. If the organization is making a financial contribution to the project, but is not actively involved, their contribution should be detailed in the financial information section. If a key collaborator is a private company, list the principal(s) and their percentage of ownership of the organization. Describe the organization's historical track record in R&D;, technology development and/or commercialization, particularly as this relates to the proposed project. Indicate the strategic assets each key collaborator brings to the project. Outline the agreed partnership/collaboration arrangement(s). Letters of agreement, memoranda of understanding and/or other partnership/collaboration agreements should be included as appendices to the proposal. (Do not attach corporate brochures or annual reports.) Please note that proponents must disclose if any subcontract(s) would be awarded to a key collaborator under this project.

(c)Project Team - name the Project Manager, the key members of the project team and state their specific qualifications and experience for the work involved. Highlight the unique expertise each offers to enhance the capability of the team to perform the work. Indicate provisions for back-up personnel for key positions. Provide an organization chart of the project team and describe the relationship of the team to the proponent. Detailed résumés for key research positions must also be included, as appendices. If a project team member(s) has not yet been identified, provide a statement of qualifications.

(d)Project Control System - project management and financial control are important considerations for the successful completion of a project. Good project management helps to avoid schedule compression in the final phase of a project. Outline the methods and system to be used to control tasks, the schedule and costs.

5.5     Financial Information

The information submitted within this section should allow the Agency to assess the proposal against the essential criterion, "Must have adequate financing for the duration of the project", as well as the desirable criterion, "Leverages funding from other public and private sector sources".

Leveraging funding from other sources is a key consideration in the evaluation of proposals. Proponents are encouraged to seek out and submit applications to other government programs, universities, associations and research foundations. Proponents should also seek investment from the private sector.

To enable the Agency to assess the reasonableness of the proposed project costs and feasibility of the project financing, the proponent must provide a detailed breakdown of costs and financing. This should follow the format presented in the costs and financing templates presented in Annex "D". Proponents should only use those cost and financing line items that are relevant to their project. Proponents should review all the templates prior to preparing their information. In no particular order, they are:

    -    Template "A" - Project Costs;
    -    Template "B" - Eligible Cost Breakdown;
    -    Template "C" - Wages and Salaries Detail;
    -    Template "D" - Distribution of Eligible Project Costs (by participant);
    -    Template "E" - Distribution of Eligible Project Costs (by major activity); and,
    -    Template "F" - Project Financing.

To ensure completeness of the required financial information, proposals should include the following:

(a) Project Costs - a detailed description of costs considered eligible under the AIF Program is contained in the Statement of Work Guide, Annex "G". It should be noted that only incremental costs deemed essential for the implementation of a project are eligible. Provide detailed breakdown of each cost line. Explain, as appropriate, any significantly high or unusual cost element(s). A precise explanation of the method used to calculate any overhead cost allocation is required. Include quotes, as appropriate, to support specific cost items.

(b) Project Financing - proponents should fully describe the source of their own contribution to the project (e.g., cash, working capital, other internal revenue source(s), anticipated project revenue, etc.). Explain, as appropriate, any non-monetary contribution expected from related parties, collaborators and/or third parties. Include letters of commitment received from financing partners, e.g., Letter of Offer, legal agreement, etc., as appendices.

(c) Historical Financial Information - proponents must provide their independently prepared, preferably audited, financial statements for the last three fiscal years. Provide the latest monthly interim financial statement. Insert both as appendices. (Universities and Colleges are exempt from this requirement.)

(d) Projected Financial Information - proponents should clearly demonstrate their ability to finance their current operations and any follow-up activities, including the commercialization phase. As appendices, proponents should provide three-year projected statements for the company including Cash Flow Statement, Income Statement, and Balance Sheet. These should be supported with an explanation of the key assumptions used in their preparation. Some non-commercial proponents may be able to satisfy this requirement with proof of financial commitment(s) from key project collaborator(s).

(e) Other Considerations - it should also be noted that expenditures and cost commitments incurred prior to ACOA's receipt of a proponent's project proposal are not eligible in calculating AIF program financial assistance. For projects that are approved, eligible expenditures and cost commitments incurred prior to project approval, but after ACOA's receipt of the project proposal, would be included in the contribution from AIF. Should a proponent proceed with a project, in whole or in part, prior to receiving a decision from ACOA, it would be at the proponent's financial risk.

5.6     Commercialization Potential/Strategy

The information submitted within this section should allow the Agency to assess the proposal against the essential criterion, "Must address ultimate commercialization potential of project". The objective is to provide information about the commercialization potential of the proposed resulting product(s) and, ultimately, its potential to successfully achieve market penetration.

Proponents should also comment under this heading on the desirable criterion, "Includes private sector participation (for institutional proposals)". Private sector participation could impact on ultimate commercialization and represent a strategic advantage (e.g., a private sector commitment in terms of dollars; past success at commercializing research; a private sector affiliation with a company already selling or producing products for the targeted market; established distribution channels; etc.).

Proponents must clearly outline their vision of the market potential of the proposed resulting product(s) described in section 5.3. Elements to be addressed include the targeted niche within the market; the market need and size; the probable price and production strategy; the potential competitors and competing product, process or service; and the major challenges to market penetration. It is expected that proponents with early stage research projects may have to limit the commercialization discussion to these elements. Proponents should also indicate if the associated research and development could yield other commercialization opportunities. It should be noted that the market/commercialization potential for all research projects should have been validated through market research. Proponents should reference and provide this supporting market research information.

Proponents, with projects closer to commercialization, are expected to also discuss elements such as the planned promotion, sales and distribution strategy, as well as the market penetration objectives.

However, all proponents should recognize the need to have a marketing and sales strategy in place at the end of the R&D; effort.

5.7     Economic Benefits

In addition to economic benefits flowing from the commercialization of the proposed resulting product(s), additional economic benefits should accrue to Atlantic Canada as a result of public investment in the proposed project. The information submitted within this section should allow the Agency to assess the proposal against the essential criteria "Must demonstrate significant economic benefits for Atlantic Canada" and "Must support one or more strategic sectors or technologies".

Proponents should also comment under this heading on the desirable criteria that relate to economic benefits, i.e., "Fills a gap in the Atlantic System of Innovation"; "Improves innovation capacity of the private sector"; "Is Pan-Atlantic in scope"; "Builds critical mass through networks/cooperation of existing and/or additional talent (researchers)"; "Attracts new firms, institutions and researchers to Atlantic Canada"; and, "Fosters national and international affiliations".

"Pan-Atlantic", as defined in the Terms and Conditions in Annex "A", "means an area of coverage of a project containing at least two and preferably all Atlantic provinces. This area of coverage refers to the scope of a project, either in terms of the reach of its intended benefits (e.g., specific clients and/or general economic benefits) or in terms of the participants in the project (e.g., a group of research institutions and/or private sector firms or associations) or both." Pan-Atlantic embodies the development of genuine partnerships and networks among organizations in Atlantic Canada that create research and/or commercialization synergies which could lead to joint opportunities. The intent under AIF is not to encourage proponents to open new offices in other Atlantic provinces or for organizations from various Atlantic provinces to present their stand-alone research projects under one AIF proposal.

In discussing the above criteria, proponents should describe in specific detail, and quantify where possible, such other economic benefits as the type of direct and indirect jobs to be created, export potential, the opportunities for training, the advancement of knowledge in general, and the opportunities for other research projects coming to Atlantic Canada. These may be addressed in terms of short, medium and long-term benefits to the region.

5.8     Technical Details

The information submitted under this section (as well as under section 5.3) should allow the Agency and scientific experts to assess the proposal against the essential criteria "Must be scientifically and/or technically sound" and "Must support new or improved technologies or new applications of technologies", as well as the desirable criterion "Builds on research excellence".

This section should identify the major technical problems to be solved in order to achieve the desired objective(s), and the proposed approach for solving these problems. Proponents must provide sufficient detail to enable independent scientific reviews of the proposal by experts in the field. (For successful proponents, information from this section will be incorporated into the Statement of Work - Annex "G", which would form part of the Contribution Agreement.) This section should include:

(a) Background - indicate the scientific basis for the proposed research and comment on preliminary investigations related to this research. Identify references to key scientific and technical literature, and provide the scientific rationale and key assumptions that support this project.

(b) Methodology - state the approach and methodology to be used to meet the project objectives and to develop the technology-based resulting product(s). Address the availability of equipment and facilities to support the methodology. For each major research activity (or phase), describe the work to be undertaken, including:

   -   the activity objective;
   -   anticipated scientific/technical challenges;
   -   experimental procedures or research methods to be employed;
   -   expected duration of the activity;
   -   indicators of success;
   -   expertise required; and
   -   milestones and deliverables.

    The methodology must also account for the time to be spent by each team member on the project. A summary schedule should relate key activities, milestones and deliverables to a project timetable and clearly identify target dates for completion. (Refer to the Statement of Work Guide in Annex "G" for suggested format.)

(c)Technical Risk Assessment - (in order to develop applications of advanced technologies through technology-based products, processes and services, some risk has to be assumed. In general, the degree of risk is related to the level of technical innovation and the level of planning effort. The extent to which higher technical risks are acceptable is dependent upon how well they have been identified, defined, assessed, planned for and managed once encountered.) Describe the technical risks involved, including technological uncertainties, and proposed approach for addressing the technical risks identified.

(d) Intellectual Property - for any technologies to be transferred into the project and/or technology to be developed, describe the intellectual property arrangements including the proponent's rights to, and protection for, the intellectual property required to exploit the technology involved in the project. Describe the measures which would be taken to ensure that the resulting technologies would remain in and provide continuing benefits for Atlantic Canada.

5.9     Appendices

As a reminder, references have been made in this guide for proponents to include information as appendices to proposals. As appropriate, the following items should be included:

(a) Proponent, Key Collaborator(s) and Project Team Information:

  • Proof of the legal existence of the organization(s), e.g., letters patent, charter of incorporation, etc.
  • Corporate ownership structure, list of Directors, etc.
  • List of any related, associated and affiliated company/organization and relevant information as appropriate, e.g., description, financial statements, etc.
  • Organization chart, résumés of key personnel, etc.
  • Project Team chart, résumés, accomplishments, references, etc.
  • Letters of interest, commitment and Memorandum of Understanding with collaborators/partners, i.e., details, level, timing, and monetary participation.
(b) Financial Information:
  • Quotes supporting major cost items
  • Letter of offer, legal agreement, etc.
  • Independently prepared financial statements for the last three fiscal years
  • Latest monthly interim financial statements
  • Projected financial information
(c) Commercialization Information:
  • Market study
As the above may not be a comprehensive list, include any other relevant information to complete or to facilitate the Agency's assessment of the proposal.

Completeness

Proponents must be able to demonstrate under sections 5.3 to 5.8 above how the proposed project meets the essential eligibility criteria, and as many of the desirable criteria as possible. (See section 3.4 of the main body of this RFPP.)

Incomplete proposals, and failure of a proposal to provide information in sufficient detail and depth to permit a complete assessment against at least the essential criteria, will render a proposal non-compliant, and it will result in funding not being offered.


ANNEX D  -  Cost and Financing Templates

TEMPLATE "A" - PROJECT COSTS

ELIGIBLE COSTS:

Year 1 Year 2 Year 3 Year 4 Year 5 Total
Year 1-5
Buildings and Major Renovations:            
Building            
Major Renovations            
Other Capital Costs            
Computer equipment            
Special purpose equipment            
Technology rights            
Various (please specify)            
Wages and Salaries:            
Wages and salaries            
Payroll benefits            
Other Operating Expenses:            
Direct materials and consumables            
General office expenses            
Lease/Rent of facilities            
Overhead allocation            
Professional fees and consultants            
R&D; subcontracts and services            
Travel expenses            
Various (please specify)            
SUBTOTAL - ELIGIBLE            
             
NON-ELIGIBLE COSTS:            
Land            
Non-incremental - Salaries            
Interest/Financing/Bank fees            
Promotion and selling expenses            
SUBTOTAL - NON-ELIGIBLE            
             
TOTAL PROJECT COSTS            

On a separate page(s), using the Template "B" format, provide a breakdown of the costs included in the above cost lines, except for the Wages and Salaries category, which should be detailed in Template "C".

TEMPLATE "B" - ELIGIBLE COST BREAKDOWN

(Name of Cost) or (Cost Line Detail)

Total - Years 1-5 Cash Disbursement Non-Cash Contribution Details ofNon-Cash Contribution
(List the specific expenditures planned)        
         
         
         
         
         
         
         
         
         
         
         
         
         
         
TOTAL ELIGIBLE COSTS (Must agree with column "Total - Years 1-5" on Template "A")        

This template will allow the Agency to review the detailed cost breakdown of eligible costs. It is important to identify which costs will actually require a cash disbursement by the proponent. For non-cash transactions, where a third party or a private sector collaborator assumes the cost, indicate the organization transferring these resources and/or assets to the project.

Use as many of these templates (i.e., Template "B") as appropriate to detail costs.

TEMPLATE "C" - WAGES AND SALARIES DETAIL

  Position Qualifications
(e.g.,PhD,
technician, etc)
% of Time on Project Annual Salary or Wages Eligible Project Costs
Research and Development (R&D;) Personnel:     %    
(Name of person,
if known)
    %    
      %    
      %    
      %    
      %    
      %    
      %    
      %    
      %    
Backfilling of Faculty Personnel:     %    
      %    
      %    
      %    
Supervisory/
Administration Personnel:
         
      %    
      %    
      %    
Payroll Burden for Employee Benefits     %    
      %    
YEAR ONE TOTAL

List all personnel and positions that will be assigned to the project. For existing faculty assigned to the project, provide the name(s) in the "R&D; Personnel" section and insert Zero (0) in the column "Eligible Project Cost". In the "Backfilling of Faculty Personnel" section, name the faculty member being replaced and insert the expected Annual Salary or Wages of the replacement.

If the project is expected to employ a stable number of employees throughout the AIF funding period, it may be sufficient to complete one form for the first year, and indicate adjustments for expected salary increases with an explanatory note, or proponents could complete a separate form for each year. However, if a ramp-up or scale-down is expected, completion of a separate form for each year is required.

THIS FORM MAY BE INSERTED IN AN ENVELOPE, SEALED AND MARKED: "TEMPLATE "C" - CONFIDENTIAL"

TEMPLATE "D" - DISTRIBUTION OF ELIGIBLE PROJECT COSTS

BY PARTICIPANT:

Buildings and Major Renovations Other Capital Costs Wages and Salaries Other Operating Expenses
Proponent        
         
         
Key Collaborator/Partner (please specify)        
         
         
Key Collaborator/Partner (please specify)        
         
         
Key Collaborator/Partner (please specify)        
         
         
TOTAL - ELIGIBLE PROJECT COSTS        
         

The purpose of this template is to permit the Agency to understand the level of involvement of each Participant.

If a Participant conducts their portion of the project in more than one location, please identify the costs expected to be incurred at each location in different rows.

TEMPLATE "E" - DISTRIBUTION OF ELIGIBLE PROJECT COSTS

BY MAJOR ACTIVITY:

Buildings and Major Renovations Other Capital Costs Wages and Salaries Other Operating Expenses
Activity One (please specify)        
Activity Two (please specify)        
Activity Three (please specify)        
Activity Four (please specify)        
Activity Five (please specify)        
         
         
         
         
         
         
TOTAL - ELIGIBLE PROJECT COSTS        
         

The purpose of this template is to permit the Agency to review the cost of each activity.

TEMPLATE "F" - PROJECT FINANCING

        
Years
1 2 3 4 5
Total
Year 1-5
Program or Type Secured - Yes or No
CASH CONTRIBUTIONS:                
Requested Funding from AIF                
Other federal funding:                
(name of department or agency                
such as CFI, NSERC, NRC, CIHR,                
SSHRC, etc.)                
                 
Funding from Provincial Government:                
(name of province)                
                 
Contribution from the Proponent                
Contribution from Collaborator/Partner:                
(name of collaborator)                
                 
Other sources (please specify):                
(e.g., SR&ED; tax credits, revenues, etc.)                
                 
SUBTOTAL - CASH                
                 
NON-CASH CONTRIBUTIONS:                
Contribution from Collaborator:                
(name of collaborator)                
Other sources (please specify):                
                 
SUBTOTAL - NON-CASH                
                 
TOTAL PROJECT FINANCING                

In the "Program or Type"column, if government funding, name the program. For other sources, indicate the type of funding expected (e.g., loan, donation, rebate, etc.).

For each "secured" financing, include a copy of the letter of offer or contract. If not secured, outline remaining steps to do so.

If funding is tied to a specific cost element(s), provide details.


ANNEX E  -  Results Measurement Guide

Success indicators will be assembled at both the project, and the proponent/partner level. They will involve both quantitative and qualitative (narrative) reporting, the one designed to complement and supplement the other. Three basic types of information will be collected - benchmark, target, and actual. Table 1 outlines at which level each will be required:

Table 1: Types of indicators and levels of reporting
 Project level Proponent/Partner level
Benchmark X
Target X 
Actual XX

From this table it is evident that only "actual" information (which measures performance) is required at both project and proponent/partner levels.

Project Level Information

The proponent is required to choose which of AIF's four objectives (one or more) the project addresses, and to provide targets for indicators associated with the objective, during preparation of the proposal. The targets should relate to expected results over the life of the project (for example, new products or processes, increased R&D; funding).

The proponent is also required to compile and submit an annual project report which summarizes progress towards the targets. Some information will be quantitative in nature, other information will be qualitative. Narrative reports are expected to include quantitative information where this exists.

Proponents should understand that although targets and indicators must form part of project proposals, final selection will be agreed upon at the time the proposal is being evaluated.

Table 2 is a template for specifying project-level indicators. Only shaded areas in this table, which deal with project targets, must be filled in and submitted with the project proposal. In doing so, proponents should follow the guidelines contained in the "Notes" column of this table.

Table 2: Project Indicator Template
Objective Target (expected results over life of project) Actual (in Annual Report) Notes
Objective 1: to increase activity in and to build capacity for innovation, research and development (R&D;) which leads to technologies, products, processes or services which contribute to economic growth in Atlantic Canada.

1. New R&D; positions on the project:
Ph.D
Master's
Bachelor's
Other


. . . . . . . . . . . . .
2. New graduate student positions on the project

. . . . . . . . . . . . .
3. New specialized equipment acquired for the AIF-supported project




______ (FTEs*)
______ (FTEs)
______ (FTEs)
______ (FTEs)


. . . . . . . . . . . .


______ (#)


. . . . . . . . . . . .

Description of equipment to be acquired, how the equipment relates to the project and adds to R&D; capacity, and narrative on R&D; capacity at start of project


_____ (FTEs to date)
_____ (FTEs to date)
_____ (FTEs to date)
_____ (FTEs to date)
. . . . . . . . . . . .


_____ (# to date)

. . . . . . . . . . . .

Report to date on equipment acquired, how and to what extent it is being used, and how it enhances R&D; capacity.

Quantitative supplemented by narratives on targets and progress towards these targets (in annual reports)
. . . . . . . . . . . .

Quantitative, supplemented by narrative

. . . . . . . . . . . .

Narrative, with quantitative information (numbers of pieces of equipment, their cost, utilization rates)
Objective 2: to increase the capacity for commercialization of R&D; outputs.


1. New discoveries
2. New technology disclosures
3. New refereed papers
4. New licenses
5. New patents
6. New products/
processes
7. New or expanded companies




_____ (#)

_____ (#)


_____ (#)

_____ (#)
_____ (#)
_____ (#)

_____ (#)



_____ (# to date)

_____ (# to date)


_____ (# to date)

_____ (# to date)
_____ (# to date)
_____ (# to date)

_____ (# to date)

Choose two most relevant, and accompany quantitative report with narrative

Objective Target (expected results over life of project) Actual (in Annual Report) Notes
Objective 3: to strengthen the region's innovation capacity by supporting research, development and commercialization partnerships and alliances among private sector firms, universities, research institutions and other organizations in the Atlantic system of innovation, and to increase their critical mass.


1. New alliances/
partnerships with private firms:
a. regional
b. national
c. international
. . . . . . . . . . . .
2. New alliances with other research institutions:
a. regional
b. national
c. international







_____ (#)
_____ (#)
_____ (#)
. . . . . . . . . . . .




_____ (#)
_____ (#)
_____ (#)




_____ (# to date)
_____ (# to date)
_____ (# to date)
. . . . . . . . . . . .




_____ (# to date)
_____ (# to date)
_____ (# to date)

Narrative, with emphasis in annual reports on progress towards strengthening innovation capacity through R&D; commercialization; partnerships and alliances; and sharing of researchers and facilities. Include names of private companies and partner institutions.
Objective 4: to maximize benefits from the national R&D; programs.

New funding expected to be obtained from national R&D; programs

Expectations for new funding to be obtained from national R&D; programs as a result of improvements in R&D; capacity resulting from the AIF-project (over and above funding for the current project) Progress towards new funding obtained from national programs Primarily narrative on the extent that the project will result in additional funding from national R&D; programs. Quantify and specify sources of funding where possible. National programs include those listed in Table 3, Items 3 (a) to (i) on following page.
Note* Full-time equivalent (FTE) positions are full time positions (40 weeks or more a year), plus part-time employment counted on the basis of one full-time job (equal to 1,600 hours or 40 weeks a year)

Proponent/Partner Level Information

As part of the monitoring and evaluation of AIF, institutions will be required to provide ACOA with information at proponent and partner level on overall R&D; effort. This will be done at the outset of the program, as proposals are approved, and on an annual basis thereafter for the duration of the project. If an institution is part of more than one project, this benchmarking and annual reporting will only be done once per organization.

Table 3 is an illustration of the main types of information to be collected. This table is provided for information only and is not to be submitted with the project proposal.

Table 3: Illustrative Proponent/Partner Indicator Template

Indicator (all R&D-related; activities) Benchmark (most recent three years of historical data) Actual (on annual basis)
1. R&D; personnel:
Ph.D
Master's
Bachelor's
Other

2. Number of graduate students on staff (not required for private sector)

3. R&D; spending by funding source*:
a. NSERC
b. CIHR
c. SSHRC
d. CFI
e. CSA
f. NCE
g. CRC
h. TPC
i. NRC-IRAP
j. Other federal
k. Provincial
l. Private business
m. Other
Total


____ (FTEs)
____ (FTEs)
____ (FTEs)
____ (FTEs)



____ (#)



$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____


____ (FTEs)
____ (FTEs)
____ (FTEs)
____ (FTEs)



____ (#)



$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____
$_____


ANNEX F  -  General Conditions

1.     Definitions

For the purposes of this Agreement,

*Agreement* means the contribution agreement which will be entered into between ACOA and successful proponents.

*Background Intellectual Property* means the intellectual property rights in the technology developed prior to the beginning of the Project and required for the carrying out of the Project or the exploitation of the Foreground Intellectual Property.

*Contribution* means the funding, in Canadian dollars, payable by ACOA under the Agreement.

*Eligible Costs* means the Project cost elements specified in the Statement of Work and incurred by the Proponent in accordance with AIF Project Cost Principles, excluding but not limited to those Project cost elements that may be specifically mentioned in the Statement of Work as not being supported by ACOA.

*Equity* means the aggregate of:
     (1)     The Proponent's share capital;
     (2)     The Proponent's retained earnings, contributions or other surpluses;
     (3)     The Proponent's deficit accounts not considering operational losses allowed by ACOA;
     (4)     Loans to the Proponent by the shareholders if the loans are subordinated to all other liabilities for a period specified by ACOA;
     (5)     Where ACOA agrees, loans to the Proponent by parties other than shareholders, if the loans are subordinated to all other liabilities for a period specified by ACOA;
     (6)     Less advances to shareholders; and,
     (7)     Less any amounts included (i) to (v) that in the opinion of ACOA inflate net worth.

*Fiscal Year* means the Proponent's fiscal year.

*Foreground Intellectual Property* means all technical data, including without limitation, all designs, specifications, software, data, drawings, plans, reports, patterns, models, prototypes, demonstration units, practices, inventions, methods, applicable special purpose equipment and related technology, processes or other information conceived, produced, developed or reduced to practice in carrying out the Project, and all rights therein, including without limitation, patents, copyrights, industrial designs, trade-marks, and any registrations or applications for the same and all other rights of intellectual property therein, including any rights which arise from the above items being treated by the Proponent as trade secrets or confidential information.

*Gross Revenues* means all revenues, receipts, monies and other considerations of whatever nature earned or received by the Proponent, whether in cash, or by way of benefit, advantage, or concession, and without deductions of any nature, net of any returns or discounts actually credited and any sales, excise, ad valorem or similar taxes paid but without deduction for bad debts or doubtful accounts, as determined in accordance with generally accepted accounting principles, applied on a consistent basis. Transactions with related persons (as that term is defined in the Income Tax Act) will be deemed made in an amount equal to the fair market value for a similar product at the time of the transaction.

*Interest Rate* means the rate of interest equal to a rate three percent (3%) higher than the average Bank of Canada discount rate for the previous month.

*Project* means the project described in the Statement of Work.

*Project Completion Date* means the date set in the Articles of Agreement for the completion of the Project.

*Quarterly* means where documents are required to be submitted on a quarterly basis pursuant to this Agreement, they shall be submitted in accordance with dates to be determined.

*Resulting Products* mean the Foreground Intellectual Property and/or any products resulting from the use of the Foreground Intellectual Property.

*Statement of Work* refers to the document containing the description of the Project.

2.     Material Changes

No material changes will be made to the estimated total scope or nature of any element of the Project without the prior written consent of ACOA. Without limiting the generality of the foregoing, a material change will have occurred if:

(a) a Project performance milestone is not expected to be achieved within six (6) months of the projected completion date mentioned in the Statement of Work for that element;

(b) the estimated Eligible Costs and/or the total Project costs mentioned in the Statement of Work are expected to be exceeded by 20% or more;

(c) the Project is carried out at locations other than those mentioned in the Statement of Work;

(d) a change to key Project personnel, key Project collaborators or partners, or ownership of the Proponent has occurred;

(e) a change in respect of any other aspect of the Project which has been specifically identified in another part of the Agreement as a "material change" for the purpose of this provision, has occurred.

3.     Disposal of Assets

The Proponent shall retain possession and control of the Project assets, the cost of which has been contributed to by ACOA under the Agreement, and shall not dispose of the same without the prior approval of ACOA.

4.     Claims for Payment

4.1     Overpayment by Minister

Where for any reason:

(a) the Proponent is not entitled to the Contribution; or

(b) ACOA determines that the amount of the Contribution disbursed exceeds the amount to which the Proponent is entitled,

the Proponent will repay to ACOA, promptly and no later than thirty (30) days from notice from ACOA, the amount of the Contribution disbursed or the amount of the overpayment, as the case may be, together with interest at the Interest Rate from the date of the notice to the day of repayment to ACOA in full. Any such amount is a debt due to Her Majesty in Right of Canada and is recoverable as such.

4.2     Set-off Rights of Minister

Without limiting the scope of the set-off rights provided for under the Financial Administration Act, it is understood that ACOA may set off against any amounts that may be payable to the Proponent pursuant to this Agreement, any amounts owed by the Proponent to Her Majesty in Right of Canada under legislation or contribution agreements and the Proponent shall declare to ACOA any such amounts outstanding in that regard when making a claim for payment.

5.     Monitoring

5.1     Minister's Right to Audit Accounts and Records

The Proponent will, at its own expense, preserve and make available for audit and examination by ACOA or ACOA's representatives the books, accounts and records of the Project and the information necessary to ensure compliance with the terms and conditions of this Agreement, including payment of amounts to ACOA and to assess the success of the Project and the AIF Program. ACOA will have the right to conduct such additional audits at ACOA's expense as may be considered necessary using the audit staff of ACOA, the Audit Services Group of Consulting and Audit Canada, an independent auditing firm or the Proponent's external auditors. The Proponent will ensure that any licence agreement it enters into for the exploitation of the Foreground Intellectual Property will contain similar provisions to permit ACOA to audit licensees' accounts and records in respect to the calculation of amounts that may be payable by the Proponent to ACOA under this Agreement.

5.2     Access to Premises

The Proponent will provide the representatives of ACOA reasonable access to the Proponent's premises to inspect and assess the progress of the Agreement or any element thereof and supply promptly on request such data as ACOA may reasonably require for statistical or project evaluation purposes.

5.3     Access to Third-Party Information and Premises

The Proponent will assist ACOA with the implementation of the Agreement and facilitate access by ACOA to information from third parties and to the premises of third parties, relating to the Agreement.

6.     Representations, Warranties and Undertakings

6.1     Power and Authority of Proponent

The Proponent represents and warrants that it is duly incorporated and validly existing and in good standing and has the power and authority to carry on its business, to hold property and to enter into this Agreement and undertakes to take all necessary action to maintain itself in good standing and to preserve its legal capacity.

6.2     Authorized Signatories

Each party represents and warrants that the signatories to the Agreement have been duly authorized to execute and deliver the Agreement.

6.3     Binding Obligations

Each party represents and warrants that the execution, delivery and performance of the Agreement have been duly and validly authorized and that when executed and delivered, the Agreement will constitute a legal, valid and binding obligation enforceable in accordance with its terms.

6.4     No Pending Suits or Actions

The Proponent warrants that it is under no obligation or prohibition, nor is it subject to or threatened by any actions, suits or proceedings which could or would prevent compliance with the Agreement. The Proponent will advise ACOA forthwith of any such occurrence during the term of the Agreement.

6.5     No Gifts or Inducements

The Proponent represents and warrants that it has not, nor has any person offered or promised to any official or employee of Her Majesty the Queen in Right of Canada, for or with a view to obtaining the Agreement, any bribe, gift or other inducement, and it has not nor has any person on its behalf employed any person to solicit the Agreement for a commission, contingency fee or any other consideration dependant upon the execution of the Agreement.

6.6     Intellectual Property

(a) The Proponent represents and warrants that it either owns the Background Intellectual Property or holds sufficient rights in the same to permit the Project to be carried out and the Foreground Intellectual Property to be exploited by the Proponent.

(b) The Proponent will ensure that title to the Foreground Intellectual Property is to be vested, and unless otherwise agreed to in writing by ACOA, to remain, exclusively with the Proponent.

(c) The Proponent shall take appropriate steps to protect the Foreground Intellectual Property and shall, upon request, provide information to ACOA in that regard.

(d) The Proponent will ensure it has an Intellectual Property Policy that encourages and supports the commercialization of research and development in Atlantic Canada.

6.7     Compliance with Environmental Protection Requirements

The Proponent shall apply, in relation to the Project, in all material respects, the requirements of all applicable environmental laws, regulations, orders and decrees and regulatory bodies having jurisdiction over the Proponent or the Project.

6.8     Other Agreements

The Proponent represents and warrants that it has not entered, and undertakes not to enter, without ACOA's written consent, into any agreement that would prevent the full implementation of the Agreement by the Proponent.

6.9     Dividend Restriction

The Proponent will not make any dividend payments or other shareholder distributions that would prevent it from implementing the Project and other Proponent's obligations under the Agreement, including the making of payments to ACOA as required under the Agreement.

6.10     Other Financing

The Proponent remains solely responsible for providing or obtaining the funding, in addition to the Contribution, required for the carrying out of the Project and the fulfilment of the Proponent's other obligations under the Agreement.

6.11     Lobbyist Act

The Proponent represents and warrants that any person that has lobbied, or who lobbies on its behalf to obtain the Agreement, or any benefit thereunder, and who is required to be registered pursuant to the Lobbyists Registration Act , R.S.C. 1985, c. (4th Supp.), is registered pursuant to that Act.

7.     Term of Agreement

7.1     Commercialization

The Agreement will terminate when:

(a) all amounts due by the Proponent to ACOA under this Agreement have been paid in full or until that obligation is otherwise discharged to the satisfaction of ACOA; or,

(b) all of the Proponent's undertakings in regard to commercialization have been fulfilled,

whichever period is the greater.

7.2     Advance Payment

Any advance or accelerated payment by the Proponent of the amounts due to ACOA shall not have the effect of shortening the period for the fulfilment of commercialization.

7.3     Audit

The audit rights of ACOA under section 5 above will survive for three years following the termination date established under subsection 7.1 above.

8.     Default and Recovery

8.1     Events of Default

The following constitute Events of Default:

(a) the Proponent is adjudged or declared bankrupt or if it goes into receivership or takes the benefit of any statute from time to time in force relating to bankrupt or insolvent debtors;

(b) an order is made or appealed by the Proponent or a resolution is passed for the winding-up of the Proponent or it is dissolved;

(c) the Proponent has intentionally submitted false or misleading information to ACOA or intentionally made a false or misleading representation;

(d) any term, condition or undertaking in the Agreement is not complied with in any material respect;

(e) the Proponent neglects or fails to pay to ACOA any amount due in accordance with this Agreement; or

(f) in the opinion of ACOA the Proponent ceases to carry on business, provided that ACOA will not declare an event of default has occurred by reason of subsections 8.1 (c), (d) or (e) unless ACOA has given notice to the Proponent of the condition or event which in ACOA's opinion constitutes an event of default and the Proponent has failed, within thirty (30) days of receipt of the notice, either to correct the condition or event complained of or to demonstrate, to the satisfaction of ACOA, that it has taken such steps as are necessary to correct the condition, and has notified ACOA of the rectification.

8.2     Remedies on Default

If an Event of Default has occurred, or in the opinion of ACOA is likely to occur, ACOA may exercise one or more of the following remedies:

(a) suspend any obligation by ACOA to contribute or continue to contribute to the Eligible Costs, including any obligation to pay any amount owing prior to the date of such suspension;

(b) terminate any obligation of ACOA to contribute or continue to contribute to the Eligible Costs, including any obligation to pay any amount owing prior to the date of such termination;

(c) require the Proponent to repay to ACOA all or part of the Contribution paid by ACOA to the Proponent, and pay ACOA any amounts due under the Agreement, together with interest at the Interest Rate. The interest, calculated daily and compounded monthly, shall accrue commencing upon the date which, in the opinion of ACOA, the Event of Default occurred.

8.3     Remedies Fair and Reasonable

The Proponent acknowledges that in view of the policy objectives served by ACOA`s agreement to make the Contribution, the fact that the Contribution comes from public monies, and that the amount of damages sustained by the Crown in the event of default is difficult to ascertain, that it is fair and reasonable that ACOA be entitled to exercise any or all of the remedies provided for in this section 8 and to do so in the manner provided for in this section if an event of default occurs; provided that in exercising any remedy in accordance with subsection 8.2(c) other than for a breach of subsection 8.1(e), ACOA will credit the Proponent for any amounts paid to ACOA pursuant to the repayment provisions of this Agreement.

8.4     No Waiver

The fact that ACOA refrains from exercising a remedy it is entitled to exercise under the Agreement will not constitute a waiver of such right and any partial exercise of a right will not prevent ACOA in any way from later exercising any other right or remedy under the Agreement or other applicable law.

9.     Repayment

9.1     Application of Payment

When any payment is received from the Proponent on account of a repayable Contribution or an Event of Default, ACOA shall apply that payment first to reduce any accrued interest owing and then, if any part of the payment remains, to reduce the outstanding principal balance.

9.2     Prepayment

The Proponent may, at any time, make prepayments on account of repayment installments and each such prepayment will be applied first to interest owing and secondly to repayment installments in reverse order of maturity.

9.3     Overdue

The Proponent shall pay, where the account is overdue, andin addition to any amount payable, interest on that amount at the Interest Rate. The interest, calculated daily and compounded monthly, shall accrue from the due date until payment is received.

9.4     Fee

A fifteen (15) dollar administration fee will be charged on every payment for which insufficient funds were available in the account identified for payment.

10.     Force Majeure

10.1     Event of Force Majeure

The Proponent will not be in default by reason only of any failure in performance of the Project if such failure arises without the fault or negligence of the Proponent and is caused by any event of force majeure.

10.2     Definition of Force Majeure

Force majeure means any cause which is unavoidable or beyond the reasonable control of the Proponent, including war, riot, insurrection, orders of government, strikes or any Act of God or other similar circumstance which is beyond the Proponent's control, and which could not have been reasonably circumvented by the Proponent without incurring unreasonable cost.

11.     Announcements

11.1     Consent to Public Announcements

The Proponent hereby consents to public announcements by or on behalf of ACOA containing any of the information contained in the "Project Fact Sheet for News Release".

11.2     Confidentiality Obligation

ACOA will inform the Proponent of the date on which the first public announcement is to be made and the Proponent will not disclose the existence of this Agreement until such date.

11.3     Public Domain

After official announcement of the Project by ACOA, or sixty (60) days after execution of this Agreement by the Proponent, whichever is earlier, information appearing on the Project Fact Sheet, as attached hereto, will be considered to be in the public domain.

11.4     Reporting under Security Laws

Nothing in this Agreement shall be interpreted as preventing the fulfilment by the Proponent of its reporting obligations under applicable security laws.

12.     Notice

12.1     Form and Timing of Notice

Any notice, information or document provided for under the Agreement shall be effectively given if delivered or sent by letter or facsimile, postage or other charges prepaid. Any notice that is delivered shall have been received on delivery; any notice sent by facsimile shall be deemed to have been received one working day after having been sent, and any notice mailed shall be deemed to have been received eight (8) calendar days after being mailed.

12.2     Change of Address

A party may change the address which that party has stipulated in the Agreement by notifying in writing the other party of the new address.

13.     Compliance with Laws

In implementing the Agreement, the Proponent will comply with all applicable federal, provincial and municipal laws, including but not limited to statutes, regulations, by-laws, ordinances and decrees.

14.     Members of Parliament

No member of the House of Commons will be admitted to any share or part of this Agreement or to any benefit to arise therefrom. No person who is a member of the Senate will, directly or indirectly, be a party to or be concerned in the Agreement.

15.     Annual Appropriations

15.1     Parliamentary Allocation

Any payment by ACOA under this Agreement is subject to there being an appropriation for the fiscal year of ACOA, beginning on April 1 and ending on the following March 31, in which the payment is to be made and to cancellation or reduction in the event that departmental funding levels are changed by Parliament.

15.2     Lack of Appropriation

In the event that ACOA is prevented from disbursing the full amount of the Contribution due to a lack or reduction of appropriation or departmental funding levels, the parties agree to review the effects of such a shortfall in the Contribution on the implementation of the Agreement and to adjust, as appropriate, the Commercialization requirements.

16.     Confidentiality

16.1     Consent Required

Subject to section 11 and the Access to Information Act, each party shall keep confidential and shall not without the consent of all parties disclose the contents of the Agreement and the documents pertaining thereto, whether provided before or after the Agreement was entered into, or of the transactions contemplated herein.

16.2     International Dispute

ACOA is hereby authorized to disclose any of the information referred to in subsection 16.1 above where, in the opinion of ACOA, such disclosure is required to an international trade panel for the purposes of the conduct of a dispute in which Canada is a party or a third party intervener. ACOA shall give prior notice to the Proponent of such disclosure.

17.     Consent of ACOA

Whenever the Agreement provides for the Proponent obtaining the consent or agreement of ACOA, it is understood that such consent or agreement shall not be unreasonably withheld and that ACOA may make the issuance of such consent or agreement subject to reasonable conditions.

18.     No Assignment of Agreement

The Proponent shall not assign the Agreement nor any part thereof without the prior written consent of ACOA.

19.     Compliance with Post-Employment Provisions

The Proponent confirms that no individual for whom the post-employment provisions of the Conflict of Interest and Post-Employment Code for Public Office Holders or the Conflict of Interest and Post-Employment Code for the Public Service apply, will derive a direct benefit from this Agreement unless that individual is in compliance with the applicable post-employment provisions.

20.     Contribution Agreement Only

The Agreement is a contribution agreement only, not a contract for services or a contract of service or employment, and nothing in the Agreement, the parties relationship or actions is intended to create, nor shall be construed as creating, a partnership, employment or agency relationship between them. The Proponent is not in any way authorized to make a promise, agreement or contract and to incur any liability on behalf of Canada, nor shall the Proponent make a promise, agreement or contract and incur any liability on behalf of Canada, and shall be solely responsible for any and all payments and deductions required by the applicable laws. The recipients shall indemnify and save harmless the Minister in respect of any claims arising from failure to comply with the foregoing.

21.     Binding Agreement

This Agreement is binding on the parties and their successors and permitted assigns.

22.     Severability

Any provision of this Agreement prohibited by law or otherwise ineffective will be ineffective only to the extent of such prohibition or ineffectiveness and will be severable without invalidating or otherwise affecting the remaining provisions of the Agreement.

23.     Applicable Law

The Agreement shall be interpreted in accordance with the laws in force in the province from which the contract is issued.

24.     Insurance Coverage

The Proponent shall obtain appropriate insurance coverage until the completion of the Project.

25.     Signature in Counterparts

This Agreement may be signed in counterparts, each of which when taken together, will constitute an original Agreement.


ANNEX G  -  Statement of Work (SOW) Guide

1.     Description of the Work

Provide an overview of the Project, including its scope, objectives, overall performance goals and describe Resulting Products. Identify the key personnel that will carry out the project.

2.     Major Activities

(a)     Scope of work

The major activities and milestones (milestones to be detailed under section 6) should adequately reflect the entire scope of work to be undertaken, and should be framed in terms of objectively verifiable indicators. These major components/elements must be identical to those used in the Project Schedule described in section 5.

(b)     Description

Divide the Project into major activities and describe each.

Activity description -Describe each activity, including its challenges, measures in place to mitigate risk, and anticipated performance goals.

3.     Key Project Collaborator(s)

Provide a list of key project collaborator(s) as well as a brief description of their roles and responsibilities.

Note:Only the key collaborators should be listed. A change in the roles and responsibilities of the collaborators, if deemed to have a significant impact on the ability to successfully complete the project, may constitute a material change in the project, as defined in section 2 of the General Conditions.

4.     Project Location(s)

List all locations in which the work is to be performed and by whom the work is to be undertaken.

Note: AIF is not obliged to consider the support of any costs incurred by the recipient at locations other than the ones listed above.

5.     Project Schedule

Using a workflow format similar to the attached Form "A" (Gantt chart), provide the Project schedule for the major activities described in section 2 above.

6.     Milestones

Using a format similar to the attached Form "B", identify and describe the milestones for the Project, indicators of achievements and the targeted completion dates. These milestones will be decision points for the Project and must be successfully accomplished in order for the Project to receive continued support under this Contribution Agreement. Failure to successfully achieve a milestone is a material change and can constitute an event of default.

Note:For the purpose of this SOW, milestones are defined as the achievement of specific accomplishments necessary for the completion of the Project, and may span several of the Project's major activities. These milestones can be related to any aspect of the Project (e.g., technical, financial, management, commercialization of the resulting product, etc.).

7.     Project Cost Principles

(a)     General Principles

The total Eligible Costs of the Project shall be the sum of the applicable direct costs that will be reasonably and properly incurred in the performance of the Project, less any applicable credits. These costs shall be determined in accordance with the Proponent's cost accounting system as accepted by ACOA and applied consistently over time.

Eligible Costs only include incremental costs deemed essential for the implementation of the Project.

(b)     Definition of Reasonable Cost

(i)A cost is reasonable if, in nature and amount, it does not exceed that which would be incurred by an ordinary prudent person in the conduct of a competitive business.

(ii) In determining the reasonableness of a particular cost, consideration shall be given to:

    -   whether the cost is of a type generally recognized as normal and necessary for the conduct of the performance of the Project;
    -   the restraints and requirements by such factors as generally accepted sound business practices, arm's length bargaining, federal, provincial and local laws and regulations, and Contribution Agreement terms;
    -   the action that prudent business persons would take in the circumstances, considering their responsibilities to the owners of the business, their employees, customers, the Government and public at large;
    -   significant deviations from the established practices of the Proponent which may unjustifiably increase the Eligible Costs; and
    -   the specifications, delivery schedule and quality requirements of the particular Project as they affect costs.
(c)     Eligible Costs and Cost Categories

Eligible Costs have been classified under four categories: Buildings and Major Renovations; Other Capital Assets; Wages and Salaries; and, Other Operating Expenses.

Eligible Costs include all reasonable direct and incremental costs deemed essential for the implementation of the Project and that are not specifically identified as being ineligible by the Agency. These include the following:

(i) Building and Major Renovations
Building and major renovations include costs related to a new construction and costs related to renovations to an existing building whether owned or leased (i.e., leasehold improvements).

Building and major renovation costs may be eligible under AIF but only on a very selective basis and only if absolutely essential for the Project. Proponents are required to clearly demonstrate the requirement for an investment in new infrastructure as opposed to utilization of existing facilities. It should be noted that AIF assistance for eligible Buildings and Major Renovation costs would not normally exceed thirty percent (30%) of the Proponent's costs.

(ii) Other Capital Costs
This category includes capital assets other than those included in Buildings and Major Renovations and that are considered essential for the Project. These include assets such as testing equipment, computers, furniture, machinery and any other equipment that is considered essential for the Project. Technology rights, also covered under this category, include the costs incurred for the acquisition of the rights to use technology up to the completion date of the Project.

(iii) Wages and Salaries, including payroll burden
Since remuneration for the cost of human resources is usually a significant portion of project costs, these are presented separately from Other Operating Expenses.

The acceptable wages and salary costs will be those considered essential for the Project and may include the services of engineers, scientists, technologists, technicians, draftspersons and market researchers. AIF will support the hiring of incremental research expertise, including faculty whose principal focus is the funded initiative, and whose research, teaching and outreach, while directly related to the objectives of the funded initiative, will also strengthen faculties and enhance graduate opportunities. Incremental wages and salary costs of faculty must be above and beyond the normal paid wages and salaries paid by the university.

At no time will the AIF fund teaching activity. However, in cases where existing faculty is assigned to an AIF Project, the backfilling cost (i.e., salary of the replacement personnel) is an Eligible Cost under the program. Proponents should be careful not to double claim, by claiming both the R&D; position and the backfilled position of faculty. The salary of the replacement personnel is the only Eligible Cost allowable.

In order to properly manage and exercise financial control of a project, a Proponent may have to assign qualified management and administrative personnel to a project. These costs may be eligible provided that it requires incremental resources.

Payroll burden associated with the eligible wages and salaries, which includes items like group insurance, pension plans, employer's share of federal deductions, etc., is also eligible for personnel directly associated with the Project.

(iv) Other Operating Expenses
This category includes all other costs that are not included in the previous three cost categories.

A - Direct Materials and Consumables
Direct materials include those consumed in carrying out the Project, including those utilized in the production of models, prototypes or pilot plants. Direct materials may be purchased solely for the Project or issued from the Proponent's inventory at cost.

B - General Office Expenses
Cost for expenditures such as office supplies, courier charges, telecommunications (e.g., phone, fax, internet), and other office expenses are eligible expenses if directly attributable to the Project. Only the incremental cost is acceptable.

C - Lease/Rent of Facilities
The Project may be located in facilities that are leased or rented. Lease and rental payments are eligible if incremental. These costs are only acceptable up to the completion date of the Project. Furthermore, cost allocation for the use of existing space owned by the Proponent is not eligible.

D - Overhead Allocation
Certain proponents may not be able to individually track and account for expenses at a project level basis, and may prefer to use allocations to calculate certain expenses such as General Office Expenses and utilities. In such cases, an overhead allocation may be calculated by the Proponent and used to estimate these costs. If so, provide detailed explanations (supported by data) of the method used to estimate the overhead allocation. Historical data can be used to estimate incremental overhead costs that the Proponent will incur as a result of the Project. An appropriate factor (e.g., salary, square footage or other cost) should be used.

The overhead allocation is not intended to cover a portion of the Proponent's existing general overhead costs (e.g., security, administration, general insurance, maintenance, etc.).

E - Professional Fees and Consultants
Legal fees for patent searches and patent filing fees are acceptable. (Patent filing fees will only be allowed for countries that are identified as necessary for the success of the Project.) Patent costs will be charged at actual cost. Maintenance fees and all expenses incurred protecting a patent are not acceptable.

Also eligible are the cost of consultants engaged to carry out additional market research, technical searches, financial analyses or other investigations which, in the opinion of ACOA, are desirable to determine the specifications and characteristics of the product and are required for determining the course of the development activities. The eligible cost acceptable for a consultant is the actual incurred and paid contract amount.

F - R&D; Subcontracts and Services
This category is strictly related to research and development activities of the Project. The amount acceptable from a subcontract is the actual incurred and paid contract amount. If the subcontract is to be done by a related party to the Proponent, or by a key collaborator, the expense will be eligible at cost as this is a non-arm's length transaction. Any such case must be fully disclosed by the Proponent.

The cost related to the preparation of the first engineering draft of a user manual or related to defining or refining the specifications of a product, process or service under development are acceptable.

Testing services fees, that are conducted by testing organizations or accredited laboratories (e.g., Canadian Standards Association, Underwriters Laboratories or Canada Mortgage and Housing Corporation) and that are essential to the success of the Project, will be eligible. Testing services will be charged at actual cost. Regulatory costs, where required, will be accepted.

G - Travel Expenses
Travel expenses may be included as Eligible Costs and are defined as those reasonable travel related costs that are necessary to, and incurred solely in performance of, the Project. "Reasonable" travel costs would be those which are generally comparable to the Treasury Board Travel Guidelines for the Public Service and exclude items such as entertainment and first class air fare, etc. Food and accommodations costs are normally expected to be less than $200 per day in Canada and $250 (Canadian) per day outside Canada.

H - Other Costs
There may be other legitimate project costs that do not fit within any of the preceding cost categories.

(d)     List of Non-Eligible Costs

Non-Eligible costs may include, but are not necessarily restricted to, such items as:

(i) costs of land, goodwill and asset costs in excess of fair market value;
(ii) cost allocation for the use of existing space owned by the Proponent;
(iii) motor vehicles and vessels not used exclusively for the Project;
(iv) fixed/period charges: recurring charges such as property taxes, rentals and reasonable provision for depreciation;
(v) insurance, dues and other membership fees;
(vi) interest costs, bond discount, and other financing costs;
(vii) marketing or other costs which pertain to the commercialization phase;
(viii)promotion and selling expenses;
(ix) professional fees, salaries, overhead or other costs incurred in the normal course of operations;
(x) non-incremental expenditures; and
(xi) expenditures incurred and cost commitments made before proposal receipt date.

(e)     Credits

The applicable portion of any income, rebate, allowance, or other credit relating to any applicable direct cost, received by or accruing to the Proponent, shall be credited to the Eligible Costs.

8.     Project Costs and Financing

Using a format similar to the attached Form "C", provide the breakdown of Project costs and financing. This should be based on the information provided in the Project Proposal Submission, and considering adjustment(s) made during Project evaluation.

9.     Detailed Breakdown of Eligible Costs

Using a form similar to the attached Form "D", provide the detailed breakdown of Eligible Costs of the Project by category.

Form A
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Form B
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Form C
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Form D
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ANNEX H  -  List of ACOA Offices

Head Office

Blue Cross Centre
644 Main Street
Moncton, New Brunswick
E1C 1E2

 
New Brunswick

Regional Office
570 Queen Street, 3rd Floor
Fredericton, New Brunswick
E3B 6Z6



Bouctouche Region Office
26 Acadie Street
Bouctouche, New Brunswick
E4S 2T2

Fundy Region Office
Business Resource Centre
Main Floor
40 King Street
Saint John, New Brunswick
E2L 1G3

Miramichi Office
158 Wellington Street, Suite 201
Miramichi, New Brunswick
E1N 1L9

Northwest Office
551 Main Street, Suite 100
Grand Falls, New Brunswick
E3Z 2W4

Southwest Office
570 Queen Street
Ground Floor
Fredericton, New Brunswick
E3B 6Z6

Edmundston Office
121 Church Street, Suite 407
Edmundston, New Brunswick
E3V 1J9

Northeast Office
Harbourview Place, Suite 212B
275 Main Street
Bathurst, New Brunswick
E2A 1A9

Southeast Office
644 Main Street
Ground Floor
Moncton, New Brunswick
E1C 1E2

Tracadie-Sheila Office
439 Moulin Street
Tracadie-Sheila, New Brunswick
E1X 1A4

Campbellton Office
113 Roseberry Street, Suite 304
Campbellton, New Brunswick
E3N 2G6

 
Newfoundland and Labrador

Regional Office
John Cabot Building, 11th Floor
10 Barter's Hill
St. John's, Newfoundland and Labrador
A1C 6M1



Labrador Office
2 Hillcrest Road
Happy Valley-Goose Bay, Newfoundland and Labrador
A0P 1C0

Grand Bank Office
2 Church Street
Grand Bank, Newfoundland and Labrador
A0E 1W0

Clarenville Office
58 Manitoba Drive
Clarenville, Newfoundland and Labrador
A0E 1J0

Corner Brook Office
Fortis Tower, Suite 505
4 Herald Avenue
Corner Brook, Newfoundland and Labrador
A2H 4B4

Grand Falls-Windsor Office
16 High Street
Grand Falls-Windsor, Newfoundland and Labrador
A2A 1C6

Gander Office
109 Trans Canada Highway
Gander, Newfoundland and Labrador
A1V 1P6

 
Nova Scotia

Regional Office
1801 Hollis Street, Suite 600
Halifax, Nova Scotia
B3J 3N4



Pictou County Office
980 East River Road
New Glasgow, Nova Scotia
B2H 3S8

Bridgewater Office
220 North Street
Bridgewater, Nova Scotia
B4V 2V6

Truro Office
966 Prince Street
Truro, Nova Scotia
B2N 1H8

Digby Office
68 Water Street
Digby, NS
B0V 1A0

Yarmouth Office
103 Water Street
Pier One Complex
Yarmouth, Nova Scotia
B5A 4P4

Kentville Office
Economic Development Centre
Kentville Plaza
28 Aberdeen St
Kentville, Nova Scotia
B4N 2N1

Antigonish Office
20 St. Andrews St.
Antigonish, NS
B2G 2H1

Cape Breton Island

Enterprise Cape Breton Corporation
Commerce Tower, 4th floor
15 Dorchester Street
Sydney, Nova Scotia
B1P 5Y9

 
Prince Edward Island

Regional Office
Royal Bank Building, 3rd floor
100 Sydney Street
Charlottetown, Prince Edward Island
C1A 1G3
 

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