<<TITLE OF PROJECT>>
PARTICIPANT FUNDING PROGRAM
CONTRIBUTION AGREEMENT

This Agreement made in duplicate this day of (date)

Between

The Canadian Environmental Assessment Agency
(hereinafter referred to as "the Agency")

And

<<RECIPIENT>>
(hereinafter referred to as "the Recipient")
incorporated under the laws of <<NAME OF JURISDICTION>>.

Whereas pursuant to subsection 58(1.1) of the Canadian Environmental Assessment Act (hereinafter referred to as "the Act"), the Minister of the Environment has established a participant funding program to be administered by the Agency to facilitate the participation of the public in comprehensive studies and assessments by review panels;

Whereas (a comprehensive study or an assessment by a review panel) in relation to the proposed <<PROJECT>> (hereinafter referred to as "the Project") is to be carried out under the Act or its Regulations;

Whereas the Recipient intends to participate in the (comprehensive study or assessment by a review panel) in relation to the Project;

Whereas the Agency is willing to make a contribution to the Recipient in a manner and upon the terms and conditions hereinafter set forth; and

Whereas the board of directors of the Recipient authorized <<NAME OF REPRESENTATIVE>> to execute this Agreement on its behalf.

This agreement now witnesses, therefore, that in consideration of the mutual promises and covenants hereinafter contained, the parties hereto agree as follows:

1.00 Definitions

1.01

For the purposes of this agreement,

"Agreement"

means this Participant Funding Program Contribution Agreement and includes all appendices attached hereto;

"Committee"

means the Funding Review Committee appointed by the President;

"Comprehensive Study"

means an environmental assessment that is conducted pursuant to sections 21 and 21.1 of the Act, and that includes a consideration of the factors required to be considered pursuant to subsections 16(1) and (2) of the Act;

"Eligible Costs"

means those costs identified in Appendix "A" to this Agreement;

"Final Accounting"

means a document containing

1. an itemized statement of and supporting invoices or receipts in support of all Eligible Costs incurred by the Recipient,
2. an itemized list of all assets referred to in section 9.01; and
3. an audited financial statement, if such statement is demanded under section 4.08.

"Fiscal Period"

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

"Manager"

means the federal representative responsible for the administration of the Program;

"Minister"

means the Minister of the Environment;

"Panel"

means the review panel appointed pursuant to the Act to conduct the Review Process;

"Parties"

means the Agency and the Recipient;

"President"

means the President of the Agency;

"Program"

means the Participant Funding Program established by the Minister with respect to the participation of the public in a Comprehensive Study or in the Review Process;

"Review Process"

means the process pertaining to the Project's environmental assessment that is to be conducted by the Panel by means of a public review; and

"Responsible authority"

means a federal authority that is required pursuant to the Act to ensure that an environmental assessment of the Project is conducted.

2.00 Obligations of the Recipient

If the Recipient is a corporation or an individual who is participating in the environmental assessment on his/her own behalf:

2.01 The Recipient shall proceed to participate in the (Comprehensive Study or Review Process) in compliance with the work plan set forth in Appendix B to this Agreement, as approved by the President upon the recommendation of the Committee.

If the Recipient is one or more individuals who are receiving a contribution to facilitate an unincorporated entity's participation in the environmental assessment:

2.01 The Recipient shall ensure that <<NAME OF UNINCORPORATED ENTITY>> participates in the (Comprehensive Study or Review Process) in compliance with the work plan set forth in Appendix B to this Agreement, as approved by the President upon the recommendation of the Committee.

2.02 The Recipient shall ensure that the monies received pursuant to this Agreement are spent entirely on Eligible Costs.

2.03 The Recipient shall ensure that information gathered pursuant to this Agreement or a summary thereof, is submitted to (the manager (for Comprehensive Study) or the Panel and to the Manager (for Review Process)).

3.00 Financial Contribution of the Agency

3.01 Subject to section 3.03 the Agency will make a maximum contribution to the Recipient of $<<AMOUNT>>.

3.02 The Agency shall not contribute to any cost incurred by the Recipient prior to the effective date of this Agreement.

3.03 Any payment by the Agency pursuant to this Agreement is subject to there being an appropriation of funds by Parliament for the Program for the Fiscal Period in which the payment is to be made.

3.04 The contribution provided for in section 3.01 includes the costs for the goods and services tax (GST) net of any input tax credits or rebates that may be claimed by the Recipient from the Canada Customs and Revenue Agency.

4.00 Payment Conditions

4.01 Unless the Agency agrees to make advance payments under section 4.02, following receipt of a claim (including copies of relevant invoices or receipts) acceptable to the Manager, for payment of Eligible Costs paid by the Recipient, the Agency shall, subject to the limit established in section 3.01, reimburse the Recipient for the Eligible Costs that the Recipient incurred.

4.02 If requested in writing by the Recipient, an initial advance payment, not exceeding 75 percent of the maximum contribution mentioned in section 3.01 may be provided to the Recipient based on a work plan and a cash flow forecast for the Fiscal Period in which the Eligible Costs will be incurred.

4.03 Subject to sections 4.04 and 4.05, where an initial advance payment has been made to a Recipient under section 4.02, the Agency may make subsequent advance payments to the Recipient, based on work plans and cash flow forecast requirements for the applicable Fiscal Period, taking into account the progress of the (Comprehensive Study or Review Process), after the Manager is satisfied that the initial advance payment has been spent or is duly committed in writing for Eligible Costs.

4.04 In cases where the initial advance payment or part thereof has been spent, no subsequent advance payments to the Recipient will be considered until the supporting invoices or receipts have been provided to the Manager and the Manager is satisfied that they substantiate the expenditure of the funds that were advanced.

4.05 Notwithstanding any other provision of this Agreement, 25 percent of each payment made to the Recipient under sections 4.01, 4.02 or 4.03 shall be held back by the Agency and will only be remitted to the Recipient after the Recipient has provided a Final Accounting to the satisfaction of the Manager and has complied with section 9.01 of this Agreement, if applicable.

4.06 The Recipient shall provide a Final Accounting to the Manager within the earlier of:

1. 60 days after the issuance to the public of the (Comprehensive Study report or report of the Panel); or
2. 30 days after the Minister makes a decision under section 6.01.

4.07 The invoices and receipts referred to in sections 4.01 and 4.04 and those that form a portion of the Final Accounting shall be sufficiently detailed to allow the determination of the type of services rendered for, or the assets purchased or leased by, the Recipient. The Recipient shall certify in writing that these invoices and receipts reflect the true cost of the expenditures incurred.

4.08 The Agency reserves the right to demand that an audited financial statement regarding the expenditure by the Recipient of all funds received by it under this Agreement be submitted by the Recipient to the Agency.

4.09 The Recipient shall indicate to the Agency any amounts that the Recipient owes to the federal government under legislation or any contract or agreement, and any amounts due the Recipient under this Agreement may be set-off against amounts owing by the Recipient to the federal government.

4.10 The Recipient shall inform promptly the Manager in writing of any financial assistance that the Recipient has applied for, is to receive, has received or expects to receive in relation to the Recipient's participation in the (Comprehensive Study or Review Process).

4.11 The Agency may reduce the amount payable under this Agreement by such amount that the Agency may decide, if the Recipient receives or has received any contribution or other payment towards Eligible Costs from sources other than the Program. Any reduction under this section shall not exceed the amount received by the Recipient from other sources.

5.00 Acknowledgement

5.01 The Recipient recognizes that the Agency, in deciding to make the contribution, has relied on the truthfulness and completeness of the information provided by the Recipient, its representatives and agents.

6.00 Reimbursement to the Federal Government

6.01 If the proponent notifies the Responsible Authority in writing of its decision to abandon the Project, and the (Responsible Authority (for a Comprehensive study) or the Minister, in consultation with the Responsible Authority (for a Review Process)) decides to terminate the environmental assessment, the Agency shall pay only for those Eligible Costs incurred or committed to prior to the decision. Any amount provided by the Agency to the Recipient under this Agreement that was not spent or committed for Eligible Costs at the time of the decision shall be paid forthwith by the Recipient to the Receiver General for Canada and such amount shall constitute a debt owed to the federal government and may be so recovered.

6.02 Where the Agency makes a payment to the Recipient under this Agreement and,

1. the Recipient is not entitled to the contribution;
2. the Recipient does not spend or commit the funds received towards Eligible Costs; or
3. for any other reason, the amount paid to the Recipient exceeds the amount to which the Recipient is entitled,

the amount of the payment or the excess, as the case may be, shall be paid forthwith by the Recipient to the Receiver General for Canada and such amount shall constitute a debt owed to the federal government and may be so recovered.

6.03 Interest on any debt owed by the Recipient to the federal government under this Agreement shall be payable to the Receiver General for Canada in accordance with the provisions of the Interest and Administrative Charges Regulations.

7.00 Monitoring and Reporting Requirements

7.01 Up to and including 24 months after the final payment to the Recipient by the Agency pursuant to this Agreement, the Recipient shall, at its expense:

1. preserve and keep proper books, accounts and records available for audit, examination, and duplication during business hours by the Agency or any person acting on the Agency's behalf; and
2. supply promptly, on request, such data regarding expenditures incurred pursuant to this Agreement as the Agency or any person acting on the Agency's behalf may require.

8.00 Default

8.01 The following shall constitute events of default:

1. the Recipient becomes bankrupt or insolvent, goes into receivership, or takes the benefit of any statute from time to time in force relating to bankrupt or insolvent debtors;
2. an order is made or resolution passed for the winding up of the Recipient, or the Recipient is dissolved;
3. the Recipient has made misrepresentations to the Manager in respect of the application;
4. the Recipient has not met or satisfied a material term or condition of this Agreement; and
5. the contribution is not used for the purpose set out in section 3.01.

8.02 If an event of default has occurred, the Agency may at its discretion exercise one or more of the following options:

1. suspend any obligation by the Agency to contribute or continue to contribute, including any obligation to pay an amount owing before the date of such suspension;
2. terminate any obligation by the Agency to contribute or continue to contribute, including any obligation to pay an amount owing before the date of such termination;
3. in cases described in paragraphs 8.01 (c) (d) and (e), require the Recipient to pay forthwith to the Receiver General for Canada all or part of the amount received by the Recipient under this Agreement, and the amount to be paid by the Recipient under this paragraph is a debt owing to the federal government and may be so recovered.

9.00 Disposal of Assets

9.01 Within 60 days of the issuance to the public of the (Comprehensive Study report or report of the Panel), the Recipient shall declare to the Manager any assets, (excluding maps, reports, and analyses or copies thereof), of any kind purchased with funds provided under this Agreement.

9.02 Upon receipt of the declaration presented to the Manager, concerning assets held by the Recipient, the Agency will require the Recipient to:

1. sell these assets at a fair market value and that the funds realized from such sale be applied to the eligible costs of the Project to offset Canada's Contribution to the Eligible Costs of the Project;
2. turn over these assets to another person or organization designated or approved by the Agency;
3. dispose of these assets in such other manner as may be determined by the Agency; or
4. to keep these assets.

10.00 Notice

10.01 Any notice or correspondence to the Agency shall be addressed to:

Manager, Participant Funding Program
Canadian Environmental Assessment Agency
22^nd Floor, Place Bell Canada
160 Elgin Street
Ottawa, Ontario K1A 0H3

or to such other address as designated by the Agency in writing.

10.02 Notice to the Recipient shall be addressed to:

XXXXXXXXXXXXXXXXXXXXXXXXXXX

10.03 Any notice to the Parties with respect to this Agreement will be effectively given if delivered or sent by letter or facsimile (postage or other charges prepaid) addressed to the Parties at the addresses as given in this Agreement or other addresses designated in writing by the Parties.

10.04 The Recipient shall promptly inform the Manager in writing of any changes to the address mentioned in section 10.02.

11.00 Indemnity

11.01 The 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, loss, damages, claims or expense that they or any of them at any time incur or suffer as a result of or arising out of:

1. any injury or death of a person, or loss of or damage to property, caused or alleged to be caused as a result of the Recipient's participation in the (Comprehensive Study or Review Process);
2. any lien, attachment, charge, encumbrance or similar claim upon any property vested in the Agency under this Agreement;
3. the infringement or alleged infringement of patent, registered industrial design, or copyright or other intangible property based upon the use thereof by the Recipient; and
4. 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 the Recipient or to a subcontractor of the Recipient.

12.00 Consent to the Divulging and Copying of Certain Documents

12.01 The Recipient hereby gives its consent to the Agency to provide a copy of this Agreement and the Recipient's application for funding under the Program to any person that the Agency deems appropriate in the circumstances.

12.02 The Recipient hereby allows the Agency to make copies of any written submissions made by the Recipient to the Panel during the (Comprehensive Study or Review Process) and to use those copies for purposes related to the administration of the Act.

13.00 General

13.01 This Agreement shall not be assigned by the Recipient without the prior written consent of the Agency.

13.02 No member of the House of Commons of Canada shall be admitted to any share or part of this Agreement or to any benefit to arise therefrom.

13.03 The Agency and the Recipient declare that nothing in this Agreement shall be construed as creating an association, joint venture or agency relationship between the Agency and the Recipient.

13.04 The Recipient shall comply with all federal, provincial and municipal laws for the duration of this Agreement including but not limited to statutes, regulations, by-laws, rules and ordinances.

13.05 The laws in force in the province of <<NAME OF PROVINCE>> will govern the Parties to this Agreement and the interpretation of this Agreement.

13.06 The division of this Agreement into sections, subsections, paragraphs, sub-paragraphs and headings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

13.07 This Agreement is binding on the Recipient and its successors and assigns.

13.08 No official or employee of the federal government shall be admitted, directly or indirectly, to any share or part of this Agreement or to any benefit to arise therefrom without the written consent of the Agency.

13.09 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 or indirect benefit from this Agreement. Should a benefit be acquired that causes a departure from the aforementioned provisions, the Recipient shall declare it immediately to the Manager.

13.10 This Agreement may be amended by mutual consent in writing of the Parties.

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

13.12 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supercedes all previous negotiations, communications and other agreements, whether written or verbal, between the Parties.

13.13 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.

14.00 Effective date

14.01 This Agreement is effective on the date that it has been signed by both Parties.

Appendix A - Eligible Expenditures

Appendix B - Approved Workplan