CANADIAN ENVIRONMENTAL ASSESSMENT AGENCY
CONTRIBUTION AGREEMENT

CLASS CONTRIBUTION PROGRAM TO SUPPORT RESEARCH AND DEVELOPMENT IN ENVIRONMENTAL ASSESSMENT

Whereas the Agency, in support of sustainable development issues, wishes to increase the level of awareness and understanding of environmental assessments;

Whereas the Agency wishes to help build the capacity of Canadians and Canadian groups, associations and organizations to collaborate with one another by sharing information on issues pertaining to environmental assessment;

Whereas the Agency wishes to support the promotion and coordination of research and development in areas that support the Agency’s objectives, priorities, programs and activities.

Whereas the Agency, in support of sustainable development issues, wishes to build, strengthen and maintain Canada’s environmental assessment linkages with the international community;

And Whereas the Agency wishes to provide financial assistance to the Recipients to enable them to carry out the activities described herein;

Now, therefore, this Agreement witnesses that in consideration of the mutual promises and covenants hereinafter set out, the Parties agree as follows:

1. DEFINITIONS

Agreement

means this Contribution Agreement and includes any appendix attached hereto;

Budget

means the budget contained in the Proposal;

Draft Report

means a research report prepared by the Recipients in accordance with the provisions of the Proposal and submitted to the Agency for a Peer Review;

Eligible Expenses

means the expenditures described in Clause 3;

Final Report

means a research report written by the Recipient that:

1. contains:

   1. the substance of the Draft Report, and

   2. the Recipient’s response to any issues or deficiencies brought to the Recipient’s attention as a result of the Peer Review; and

2. has been prepared, edited and translated in accordance with the specifications contained in the Guidelines for Authors;

Financial Report

means a Financial Statement that has been certified to be true by the authorized financial officer of the Recipient to which the report pertains;

Financial Statement

means a statement containing the expenditures and income related to the contributions received in a Fiscal Period by a Recipient under this Agreement from either the Agency or from the other Recipient;

Fiscal Period

means the period or part of the period commencing April 1 and ending March 31 of any year during this Agreement;

Guidelines for Authors

means the guidelines attached hereto as Appendix 2;

Holdback

means the funds retained by the Agency pursuant to Clause 2(d);

Intellectual Property

means any information developed by either Recipient in the performance of its obligations under this Agreement including, without limitation, data, techniques, methods, processes, know how, inventions, designs, formulae, photographs, drawings, plans, specifications, reports, studies, technical and procedural manuals, programs including computer hardware and software and source code, whether susceptible to copyright or not, and all patents, copyrights, trademarks, and industrial designs arising therefrom;

Parties

means the Agency and the Recipients;

Party

means either the Agency or the Recipients;

Peer Review

means a review of the Recipients’ Draft Report that is conducted by the Agency and by a number of environmental assessment experts to be chosen by the Agency, the names of whom the Agency will keep confidential;

Progress Report

means a report containing a statement of progress that the Recipient has made to date on the research project and an indication of the work to be undertaken until the submission of the next Progress Report, or in the event that no further Progress Reports are required, until the submission of the Draft Report;

Proposal

means the Recipients’ proposal attached hereto as Appendix 1.

2. CONTRIBUTIONS

1. The Agency agrees, subject to the terms and conditions of this Agreement, to contribute towards the Eligible Expenses set out in this Agreement that are incurred by the Recipients for the activities described in this Agreement, a maximum amount of $__________.

2. The Agency’s contributions will be paid in accordance with Clause 4 but shall in no case exceed:
   $________ for the fiscal period _________; and
   $________ for the fiscal period _________.

3. The Agency may reduce its contribution by such an amount as the Agency may decide if either Recipient receives contributions or payments in respect of its obligations under this Agreement in addition to or from sources other than those named in the Proposal. Each Recipient agrees to immediately notify the Agency upon receipt of any such contribution or payment.

4. Twenty percent of the total payment to be made to the First Party pursuant to Clause 2(b) shall be retained by the Agency and paid to the First Party pursuant to Clause 4(1) (b) if the Recipients meet the conditions of that Clause.

3. ELIGIBLE EXPENSES

1. Eligible Expenses are restricted to the following, net of any input tax credits (ITC’s) or other form of rebate of GST or HST to which the recipient may be entitled:

   • salaries, wages and related expenses such as employee benefits;

   • operating expenses such as rent, utilities, materials and supplies;

   • management, finance, administration and other overhead costs;

   • professional editing and translation costs;

   • travel and accommodations, in accordance with Treasury Board and Agency policies and guidelines; and

   • any other costs that the Agency considers to be necessary in order for the Recipients to carry out the activities required of them under this Agreement;

2. Each Recipient agrees to apply the payments referred to in Clauses 2 and 4(1) exclusively towards Eligible Expenses.

4. METHOD OF PAYMENT

1. Within the limits of Clause 2 and in accordance with Clause 4(4) and the laws of Canada relating to financial administration, as amended from time to time, the Agency agrees to pay to the First Party:

   1. based on cash flow requirements indicated in the Budget,

      1. the amount of $_________ on __________

      2. subject to Clauses 4(2) and (3), the following additional amounts:

         1. $_______ on _________;

         2. $________ on _________; and

         3. $________ on _________.

   2. the Holdback ($_______) without interest, upon:

      1. the submission by the Recipients to the Agency of a Final Report; and

      2. the submission by each Recipient to the Agency of a separate Financial Report

      each of which meets with the satisfaction of the Agency.

2. No payment shall be made pursuant to Clause 4 (1)(a)(ii) until the First Party has justified to the Agency’s satisfaction any and all expenditures by the Recipients of the funds last paid by the Agency to the First Party pursuant to this Agreement. Such justification will consist of receipts or if receipts do not exist and cannot be acquired, any other documentation that the Agency may require.

3. In addition to the Holdback, there shall be subtracted from each payment made pursuant to Clause 4(1)(a)(ii) any portion of the funds last paid by the Agency to the First Party pursuant to this Agreement that have not yet been spent by the Recipients on Eligible Expenses.

4. The Recipients acknowledge that the amounts payable by the Agency are to be divided amongst them on a pro rata basis according to the Eligible Costs incurred by each Recipient. The Recipients further acknowledge that all receipts and other documentation required by Clause 4(2) shall be sent to the Agency by the First Party and that all amounts payable by the Agency will be paid to the First Party which will be responsible for paying the Second Party in respect of its Eligible Expenses.

5. The Parties may by mutual agreement amend the Budget

6. Any interest earned by the Recipients from any advance payments shall be used only for Eligible Expenses

5. ACTIVITIES TO BE UNDERTAKEN BY THE RECIPIENTS

The Recipients shall undertake all activities described in this Agreement (including the Proposal) and shall also submit the following to the Agency:

1. Progress Report to be submitted by _________________

2. Draft Report to be submitted by _________________

3. Final Report to be submitted in both official languages by _______________

4. A separate Financial Report to be submitted by each Recipient by ______________

6. COMPLIANCE WITH LAWS

In fulfilling its obligations under this Agreement, the Recipients shall comply with all applicable federal, provincial, territorial and municipal laws.

7. INTELLECTUAL PROPERTY

1. Title to all Intellectual Property shall be vested in the Recipients.
2. The Recipients hereby grant to the Agency a non-exclusive, royalty-free licence in perpetuity to publish copies of the Final Report in hard copy or in electronic format.
3. The Recipient hereby grants the Agency permission to alter the design and format of the Final Report so as to conform with the Agency’s publication standards described in the Guidelines for Authors

8. APPROPRIATION

The payment of any money under this Agreement is subject to there being an adequate appropriation by Parliament pertaining to the payment of money under this Agreement for the fiscal year in which the payment is to be made.

9. PROGRAMME ALLOCATION

The Agency may reduce funding under this Agreement in response to the Government's annual budget, a parliamentary or governmental spending restraint decision or a restructuring or reordering of the federal mandate and responsibilities which affects the Program under which this Agreement is made. If the funding for the program is thereby reduced, the amount remaining unpaid under this Agreement may be reduced, as of the date the reduction takes effect, by a percentage equal to or less than the percentage of the reduction. The Parties understand that any such reduction may affect the full implementation of the activities under this Agreement.

10. PERSONS NOT TO BENEFIT

1. No member of the House of Commons or the Senate shall be admitted to any share or part of this Agreement or to any benefit arising therefrom.

2. No official or employee of the Canadian Government shall be admitted to any share or part of this Agreement or to any benefit to arise therefrom without the written consent of the Agency.

3. It is a term of this Agreement 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, shall derive a direct benefit from this Agreement unless that individual is in compliance with the applicable post employment provisions.

11. INDEMNITY

1. Each Recipient shall indemnify and save harmless the Agency, Her Majesty the Queen in right of Canada and Her Ministers, officers, employees and agents from and against any and all claims, damages, loss, costs and expenses which they or any of them may at any time incur or suffer as a result of or arising out of any injury to persons (including injuries resulting in death) or loss of or damage to property which may be or be alleged to be caused by or suffered as a result of that Recipient’s carrying out of its obligations or any part thereof pursuant to this Agreement, except to the extent caused by a breach of duty of the Agency, Her Majesty the Queen in Right of Canada or Her Ministers, officers, employees or agents.

2. Each Recipient shall indemnify and save harmless the Agency, Her Majesty the Queen in right of Canada and Her Ministers, officers, employees and agents from and against any and all claims, damages, loss, costs and expenses which they or any of them may at any time incur or suffer as a result of or arising out of any claim, demand or action for the infringement or alleged infringement of any patent, registered industrial design, copyright or other intangible property based upon the use thereof by that Recipient or upon the use of the Intellectual Property by the Agency in accordance with the terms of this Agreement.

3. Each Recipient shall indemnify and save the Agency, Her Majesty the Queen in right of Canada and Her Ministers, officers, employees and agents from and against any and all claims, damages, loss, costs and expenses which they or any of them may at any time incur or suffer as a result of or arising out of any claim, demand or action made by a third party against them or any of them based upon the Agency’s capacity as a provider of financial assistance under this Agreement, including without limitation, any claim in respect of materials or services provided by a third party to that Recipient or to a subcontractor of that Recipient.

12. NOTICE

1. Any notice to the Recipients shall be effectively given if sent by letter, facsimile, postage prepaid or with charges prepaid as the case may be, addressed to the First Party at the address shown in this Agreement or any alternative address given to the Agency in writing by the Recipients. Any notice so given shall be deemed to have been received by the Recipients at the time when, in the ordinary course of events, such a letter or facsimile, would have reached its destination.

2. Any notice to the Agency shall be effectively given if sent by letter, facsimile, postage prepaid or with charges prepaid as the case may be, at the address shown in this Agreement, or any alternative address given to the Recipients in writing by the Agency. Any notice so given shall be deemed to have been received by the Agency at the time when, in the ordinary course of events, such a letter, or facsimile would have reached its destination.

3. All notices and communications to the Agency concerning this Agreement shall be addressed to:
   
   Research and Development Program
   Canadian Environmental Assessment Agency
   160 Elgin Street, 22^nd Floor
   Ottawa, Ontario
   K1A 0H3

4. All notices and communications to the Recipients concerning this Agreement shall be addressed to:

   Name and address of First Party

13. ACCOUNTS AND FINANCIAL STATEMENTS

The Recipients agree to keep proper accounts and records of the revenues and expenditures for the subject matter of this Agreement, including all invoices, receipts and vouchers relating thereto. Each Recipient shall provide Financial Statements as stipulated in this Agreement and shall conduct its financial affairs according to generally accepted accounting principles and practices.

For the purposes of this Agreement, the Recipients shall keep all financial accounts and vouchers and other records for a period of two years following the last payment made by the Agency pursuant to this Agreement

14. NON-COMPLIANCE

1. Should either the Agency or either Recipient fail to comply with any of the terms and conditions contained herein, a Party may give 30 days' written notice of the non-compliance to the other.
2. If either the Agency or the Recipient that is in non-compliance does not remedy the non-compliance within the notice period, the Party giving the notice may terminate, suspend or reduce the scope of this Agreement at the end of the 30 day written notice.
3. If the Agency terminates this Agreement in accordance with Clause 14(b), the Agency may require the First Party to repay forthwith all or any part of the contribution received by it pursuant to this Agreement and that amount is a debt to the Crown and may be recovered as such, excluding non-cancelable commitments.
4. In the event that non-compliance is the subject of dispute, this Agreement shall continue in force until the dispute has been resolved in the manner provided for in this Agreement.
5. It is agreed that among other things, the following constitute non-compliance by the Recipients:
   1. either Recipient becoming bankrupt or insolvent;
   2. a receiving order being made against either Recipient (either under the Bankruptcy and Insolvency Act or otherwise);
   3. a receiver being appointed in respect of either Recipient;
   4. either Recipient making an assignment for the benefit of creditors;
   5. an Order being made or a Resolution passed for the winding up of the either Recipient; and
   6. either Recipient taking the benefit of any statute for the time being in force relating to bankrupt or insolvent debtors.

15. ADVANCE PAYMENTS

Where the terms of this Agreement permit advance payments to be made, any undisbursed or unaccounted for portion of the advance payments shall be returned to the Receiver General for Canada, if the Recipients do not disburse or account for the amount contributed by the Agency.

16. OVERPAYMENT

In the event that payments made to the First Party under the Agreement exceed the amount thereof required or spent by the Recipients in accordance with this Agreement, any such surplus is payable forthwith by the First Party to the Agency; or if the initial contribution payments by the Agency are not required or spent by the Recipients, then any such surplus is payable forthwith by the First Party to the Agency.

Where any surplus payable has to be repaid, an amount equal to the surplus may be retained by way of deducting from or set-off against any sum of money that may be due or payable to the Recipients.

17. AUDIT

1. The Agency has the right to engage a third party to conduct an audit, in accordance with generally accepted audit standards, of the Recipients’ accounts and records that pertain to this Agreement. The purposes of the audit will be to determine whether the Recipients have complied with the terms and conditions to this Agreement (including the verification that costs claimed correspond to actual expenditures) and the funds provided have been used in an appropriate and cost effective manner. The professional fees of the third party auditor will be paid by the Agency.

2. Each Recipient shall supply promptly, on request of the auditor engaged by the Agency, such accounts and records as the auditor may require.

3. The Agency’s rights under Clause 17 shall survive for two (2) years following the last payment made by the Agency pursuant to this Agreement.

18. EVALUATION

The Agency or its delegate may at its discretion carry out an evaluation of the effectiveness or efficiency of this Agreement.

19. TERMINATION

Either Recipient or the Agency may terminate this Agreement on one (1) month written notice to the other parties.

20. PAYMENTS IN CASE OF TERMINATION

In the event this Agreement is terminated for any reason whatsoever, the Agency or the Recipients may reduce, in whole or in part, the amounts to be paid, and the First Party shall pay back to the Agency all monies not expended or payable to a third party at the date of termination, excluding non-cancelable commitments.

21. INTEREST

Interest on any amount due to the Agency pursuant to this Agreement shall be payable to the Receiver General for Canada in accordance with the provisions of the Interest and Administrative Charges Regulations or may be waived by the Agency under circumstances described in those Regulations, except that interest shall accrue from the date that an overpayment is made in the case of overpayments.

22. SURVIVAL OF TERMS

All representations, warranties, covenants and obligations contained in this Agreement on the part of each of the Parties shall survive the termination of this Agreement.

23. WAIVER OF TERMS

The waiver of any rights following any breach of any representation, warranty, covenant or obligation contained in this Agreement shall not be deemed to be a waiver of any further breach. No waiver is effective unless in writing.

24. LEGAL RELATIONSHIP

1. Nothing contained in this Agreement shall create the relationship of principal and agent, employer and employee, partnership or joint venture between the Parties.

2. Neither Recipients shall make any representation that it is an agent of the Agency and each Recipient shall ensure that its officers and employees do not make any representation that could reasonably lead any member of the public to believe that either of the Recipients or their officials, employees or contractors are agents of the Agency.

25. PUBLIC ACKNOWLEDGEMENT

Due acknowledgment of the Agency’s contribution shall be made in the Recipients’ publications and other media or public information releases.

26. FUNDS

Neither Recipient shall make any direct or indirect reference to this Agreement for the purpose of raising funds without the prior written approval of the Agency.

27. GOVERNING LAW

This Agreement shall be interpreted in accordance with the laws in force in the Province of Ontario.

28. ASSIGNMENT

This Agreement shall not be assigned in whole or in part by either Recipient without the prior written consent of the Agency and any assignment made without that consent is void and of no effect.

29. SET-OFF

If at any time prior to receipt of the Agency's final payment under this Agreement, either Recipient owes any amount to the federal government pursuant to any legislation or under the terms of any contribution agreement, that Recipient shall immediately inform the Agency of the amount owing to the federal government along with details of the legislation or agreement pursuant to which the amount is owing. The Recipients agree that any amounts owing to the First Party under this agreement may be set-off against any amount described in this clause that is owed by either Recipient to the federal government.

30. LOBBYISTS

Each Recipient warrants that if any person has lobbied on behalf of that Recipient in respect of this Agreement or any portion of its subject matter, that person was, at all relevant times, registered under the Lobbyist Registration Act. Each Recipient agrees that if any such lobbying takes place after the signing of this Agreement, it will be conducted solely by persons so registered.

31. ENTIRE AGREEMENT

This Agreement shall constitute the entire and sole agreement between the Parties and shall supersede all other communications, negotiations, arrangements and agreements of any nature between them prior to the date of this Agreement.

32. AMENDMENTS

This Agreement may be amended. Any amendment to this Agreement shall take effect only if in writing and signed by the Parties.

33. SETTLEMENT OF DISPUTES

Any dispute between the Parties concerning the interpretation or application of this Agreement which cannot be settled amicably shall be submitted to a mediator as agreed upon by both Parties.

IN WITNESS WHEREOF the Parties have executed this Agreement