Prof. Derek Ruths - Public Safety Canada Contract

8/10/2019 Prof. Derek Ruths - Public Safety Canada Contract

1/24

RDIMS: 78142

.

.

anishka Project ontribution Program

AMENDMENT

AGREEMENT NUMBER

001

BETWEEN:

AND:

HER

MAJESTY

THE

QUEEN

IN

RIGHT

OF

CANADA, as represented

by the Department

of

Public Safety and Emergency Preparedness

(hereinafter referred to as the Minister )

OF THE FIRST PART

THE

ROYAL INSTITUTION

FOR THE

ADVANCEMENT

OF

LEARNING/MCGILL UNIVERSITY, a non-profit organization duly

incorporated under the laws of the province

of

Quebec, having its head office

at Montreal, represented

by

the Office

of

Sponsored Research, hereinafter

called the Recipient .

OF Tl-iE SECOND PART

WHEREAS

the Parties entered into a Contribution Agreement on December 7, 2012, entitled

A

System for Measuring Population Response to Crisis in Online Social Networks (hereinafter

called the Original Agreement ) under the Kanishka Project Contribution Program.

WHEREAS

the Parties

arc

desirous

of

amending the Original Agreement in accordance with

section

22

of Annex D of that Agreement, for the sole purpose

of

the continued implementation of

the

A

System for Measuring Population Response to Crisis in Online Social Networks project

detailed in Annex A

of

he Original Agreement.

WHEREAS

this Amendment is to amend budget line items for the

A

System for Measuring

Population Response to Crisis in Online Social Networks project detailed in Annex A

of

he

Original Agreement.

WHEREAS

the date of continuation

of

he Original Agreement through this Amendment is

effective upon signature of his Amendment.

NOW THEREFORE

in consideration of the premises and of the mutual promises hereinafter set

forth, the Recipient and the Minister do agree as follows:

I)

Section 3 is revoked

and

replaced

with the

following:

3.1 Notwithstanding

he date

on

which

the Agrccmenl is signed, the terms and

cond

i1o

ns

of 1he Agrecm enl

are effective

on

OlfOl/2013

and

remain in

cffcc1

unlit 28/0212015. Only those cxpcndilllres incurred by

lhe Recipient from

the

effective dale

10 31/12/

2014 (the date

when

all projecl activities are co

mple1ed)

re

eligible expenses .

2) Annex A - Project

Budget

is revoked

and

replaced

with

the

following:

Project Budget

Rennues

for Fiscal Year:

lOll -1013

Government Funding (mllllicipal, provincial, territorial and federal)

Amount

Kani shka Project Co1_1ribution

In-Kind Funding

_ - - -

1 A. Toi.al Govemrner:it Funding

I

--

Subtotnl - In-KindJ =

=;

- t -

14,0&7

.50


2/24

RDIMS: 781420

I

Percentage of eligible expenses for

fi scal

year

100

I

l'lon-GOVC111111cnt Funding Amount

0

l

Su

bto

tal -

Cash

0

In-Kind No

n-Government Funding

Amount

:

.

I

I

ubtotal - I

n-ki

nd

0

B. Total Non-Government Funding

-

.1

0

-

Pe

rcentage ofeligible expenses

fiscal

year

I

0

i

..

I

. Total Government, Non-Government

and

In-Kind Revenues

Eligible

Ex

pe

ns

es for Fis

ca

l Year: 2012 - 2013

DETAILED CAS H

EUGmLE

EXPENSES

Det

ailed Eligible Public Safety Other GoverM1ent

Non Government

I

Expenditures, according

to

Canada Funding Funding Funding

Total

Pro_g_ram

T&C Categories

I

Salary - graduate s

ru

dcnts

I

6,250.00

I

6,250.00

1

ffice

equ

ipment - Desktop

6,000.00 6,000.

00

co". 2 1ter for

PhD

sNdent

.1

.

Administration costs 1,837.50 l,837.50

Subtotal - Cash

14,087.SO___

14.087.

SO

DETAIL

ED

IN-KIND

ELIG

m LE EXPENSES

-

Detailed Eligible In-Kind' Public Safety O

th

er Government

Expenditures,

ac

cording to Canada Funding Funding Funding Total

Program T

&C

-

.

-

Subtotal - In Kind

-

. .

;

I

D

ETAILED

TOTAL CASH AND IN-KINDEUGmLE EXPENSES

J

Detailed Eligible Public Safety Other Go

ve

rM1ent

No

n Govemment

l

I

xpenditures, according to Canada funding Funding

Funding

Total

Program T&C Categories

I

-

- graduate students

I

6,250.

00

-

6,250.

00

Office equipment - Desktop

6,000.00

6,000.00

J

om

..

for PhD srudent

Adminisuation costs

1,837.50

1,837.50

\

Total - Cash

and

ln-K.ind 14,087.50 14,087.SO

-- -

--

. .

- -

Revenues

fo

r Fiscal Year: 2013 - 2014

Govcnunent Funding (municipal, provincial, territorial and federal) Amount

Kanishka Project Contnl>ution Program

-

I

39,100.00

]

-

.

Subtotal - Cash

39,100.00

In-Kind Funding Amount

0

---

- -

Sub

total - In

Ki

nd

0

A. Total Government Funding ___ l

O_O_

o_o_=J

Percentageofeligibleexpenses

fo

r fiscal ye r '

1

83


3/24

RDIMS: 781420

'

Non.(]ovcnunentF1111cllng Amount

0

'

...

-

J

Subtotal - Cash

0

I

In-Kind Non-Government

Funcllng

Amount

McGill 8 000.00

I

i

Subtotal - In-kind

8,000.00

1-::--;o.--

--

-

-

-

8,000.00

.

Total

Non-Government

Funding

Percentage ofeligible expenses for fiscal year

17%

I

.

C.

Total Government,

No

n-Government

and

In-Kind Revenues

47,J00.00 J

Eligible Expenses for Fiscal

Year: 2013 -

2014

DETAJLED

CASH

ELIGmLE

EXPENSES

Detailed Eligible Public Safety Other Government

Non

Government

I


lo

Canada Funding Funding

Funding

Total

PrQllram

T&C

Salary - graduate students 25,000.00

25,000.00

I

Salary - Summer

5,000.

00

S,000.00

Undergraduate

I

onference registration

fees

-

for student and Pl

1,400.

00

1,400.00

j

onference travel fees

2,600.00

-

-

2,600.00

Administration costs S,100.00

S,100.

00

Subtotal - Cash 39,100.00

:

39,100.00

DETAILED JN-KIND EUGlBLE

EXPENSES

Detai

led

Eligible In-Kind Public Safety I lher Government


to

Canada F

und ing

Funding

Program T

&C

categories

..

T

_

1

-,0

-00--oo-- ...

No n Government T

Funding

i

Toial

4,000.00

2_erfonnancc

ora s e

server i

Office equipment - High

_- --_---------- - 1----2:0.oo.oo

l.l =rformancc coll .l .uter

server

...

2 ,00o.00

server

. ____ ; .u..:b '-to...a;...1_-"_n_K

""

n

""

_...

_____

_ I . _.. . :8 '0:...:0

.:.

__ .I__ 8,000.

00

2,000.

00

2,00.0.00

DETAILED TOTAL CASH AND IN-KIND

EUGlBLE

EXPENSES

Detailed Eligible Public Safety

1ther Government

Non

Government

Expenditures, according to Canada Funding

Funding Funding ;

Total

Program T

&C

Categories

I i

Salary - gradua

te

students

25,000.00

. .

I

25,000.00

Salary- Summer

5,000.

00

5,000.00 .

Undergraduate

Conference

re

gistration

fees

-

-

for

student

and Pl

1,400.00

I

1,400.

00

.-

.

I

Conference travel

fees

2,600.00

'

2,600.

00

'

. -

Admini. lnltion costs

S,100.00 s.100.

00

Iffice equipment - High

I

4;000.00 4,000.00

Ll .erfonnance

s

tol &,C

server

=+=

ffice equipment - High-

2,000.00 2,000.00

Iperfonnance computer server

...

Office equipment - Backup

2,000.00

i

2,000.

00

server

L.

- Cash

and

In-Kind

39,100.00 l

I

8,000.

00

-,

41,1

00.oo _J

. - -

-


4/24

RDIMS:

781420

Revenues for Fiscal Year: 2014 - 20 15

Govcnunent Funding (municipal, provin

cial

, territorial llDd federal) Amount

Kanishka

Praj_ecl

Contribution Program

31,912.50

Subtotal -

31

,912.50

In-Kind Funding Amount

0

-

-

Subtotal - In-Kind

0

-

Government Funding

31,912.50

Percentage

of

eligible expenses

for fiscal

year

100%

I

Non-Government Funding Amount

0

-

Subtotal - Cash I

0

In-Kind Non-Government Funding

Amount

High-I erformance storage server

I Urchase

d using Ruths'

startUP.

funds

0

'''I -

I

0

I

. Total Non-Govcmmcnl

Fundin__g_

0

Percen

tage of

eligible expens

es for fiscal

year

I

0

-

C. Total Government, Non-Goveffi'mcnt a

nd

In-Kind Revenues

31,912.50

I

.

I

Eligible Expenses for Fiscal Year:

2014 - 20IS

DETAILED

CA.SH

ELIGIBLEEXPENSES

Detailed Eligible Public Safely Other Government

No

n Government I

Expenditures, according to Canada Funding

Funding Fundi

ng

Total

Program T&C

-

-

_g_raduate students

18,750.00

i

18,750.00

Salary - Summer

l,00000

t

I

5,000.00

Underaraduate

Confcreoce registration fees

1,400.00 -

1,400.00

for student and Pl

I

I

Conference travel fees

I

2 600.00

t=-

-

'

2,600.00

Adm inistration costs

4,162.50

1J62.50

Subtotal - Cash 31,912.50

31,912.50

DETAILED IN-KIND ELIGIBLE EXPENSES

Detailed Eligible In-Ki nd

P

ublic

Safety r r overnment

Non Government

I

xpenditures,

acc:ording

to Canada Funding

Funding Total

Pro_fillUD T&C calt;g?ries

Office equipment -

High-

--1-

I

I

LP_erfonnance stora__81 server

I

I

=:]

ubtoul - In Kind

DETAILED TOTAL CASH

AND

JN-KIND El.JGIBLE EXPENSES

Detailed Eligib

le

Public Safety Olher

Gov

ernment Non Government

I

Expendituics, according to Funding

Total

Program T&C Categories

:

I

alary- .&..raduate students 18,750.00 . ..

I

18 ,750.00

Salary - Summer

5,000.00

S,000.00

Undergraduate

.

---

I

Conference n:gistration fees

I

1,400.00

for student and Pl

Conference travel fees

2,600.00

,600.00 -


5/24

r1 dmiills1raiion.costs

, - .

- - - -

To

tal

Cash and

In

-Kind ;

-=

1,ir.flo

3 l.9

12

.50

r

U>IMS:

781420

4

1

6fso

3

1.

9

12

.50

3)

The tahle entitled Progress Payments

in

Annex

C is

revoked :ind replnced wilh the

following:

-

i

Scheduled l'nymcut I>atc l'cricul

Covered

l'nymcnt Amount

Documents

Required

Pa

yment released upon n:ccipt and

--

-

-- -

-

npproval of Interim Financial

Jam1:iry I.

20 13

10 13ascd on

lmcrim lnlcrim Financial

S1atcmc111 nnd J'r(lgrcss Report Ma r

ch

31.

2013

Financial S

tut

cmcnt

fo

r Rcpon

I

I lhC(l< riOd

r

ayment released upon receipt and

approval

of

Interim Financia l April I . 20

13 lvisions of

1he Ag

rccm.:111.

The l\1inislcr agrees

10 contrib111c

up

10

a maximum l'f'S8:Ullll for the acti\'ilics de

sc

ribed in Annex

A. Under no cin:umstunccs must the Iola govcrnmcnl funding (federal, pnl\'incial nod

95% or el igible expenses.

1\rty

sum recd\'Cd by the Recipient lhnt causes

lht

total

go\'emment ass istance to cxct\ d 95 l- n of the projec1s clig

ihk

C>sts shall be to the

Minister us set ou t in Section D 10 of Annex D.

Bl.2 In

wi

th the payrnclll hrcakclown. eligible expenditures mnsl be incurred

by the

Recipient

in

the liscal year they

nr.:

alloca1cd and disburseme

nt

s llf the C:ontrihutinn

lo

lhc Recipient

must

not

exceed the following anmumts):

Mu

lt

ivcar:

Fiscal year 2013

Fiscal

yc.'flr

2014

Fiscal

yc

:

1r

'. O 15

s:w.1

ou.on

s:i l.nn

t

hc

Minisicr

in \\Ti

t ing.

a> S l M

as

:md

no later than 60

days

prior

to

fisc;i

l year end in the event

1h:11

the Recipient

fon .casl

ci;pendimrcs to

b.:

diflc

rcm lium

'the

hr\.'llkdnwn in

Seal Year

:m:

clii;iblc for the funcli ng allocatcd for that same fi scal Y car.

112. ll ESCIU PTION OF 1:: u G 1m .1: l::XPENDITUHES

13

2. I

The

Recipient agrees that thc Minister's

ccm

tribu1

1>

n is

u

rcirnbuiscmcnl ,,f act

w.

11 cosL< of th

o:;.:

eligible cxpcucliturcs described

in

Annex A

of

the

A , rccmcnt. Jl

ospitality. m;\ior cnpilal assets.

lra\'cl

ll

>t directly related to project. core or ongoing opcrnling

nnd

prolit arc

11

01 cligibk

costs fo r 1

hi

s program.

l2

.2

The

Rccipic111

m

us

t ensure t

hat

t

he

cligibk

expcndi111rc

S

idcnti ied

in

Ann

ux

A

arc accounted for

scpar.ttdy

on l

hc

Recipient's hooks. accounts and rcgis

1crs

and

rcccipL

rc'qllfa fo r

ma

l amcndmcm.

If no wrillen uuthorizntion is obtained,

:my

rcallocniion exceeding

20

of the tolll l hudgct in Annex

A may

he deemed ineligible.

Rcnlluca1ion is

kss

than

:?0%

of 1nial hudgc1

as

Recipient is not n:quircd

10

obtain written

au1h

oriw1inn from the Minister bm the rcalloca1ion

be

fonrmlly exp lained and in

bo

th

1h

c interim and

fi

nal tinnncinl

n:p(1rts.

No1witl1st.nnding

any rea

ll

ocat

ion

s. ti.: ma

xin1um

umount

of

funding will remain t

h


17/24

ANNEXB

84.1 The Minister agrees to provide the Recipient with proi:rcss payments each quarter (or

other

recommended period }

of

he Project in accordance with Subsection CJ

of

Annex C afte r receiving

and approving the as described and outlined in Cl and C2

of

Annex C

and

Section

85 of

Annex

B.

FINAL PAYMENTS

84.2 A final payment will be made as per Subsection C3 of Annex C upon receipt and acceptanceof the

following reports, as outlined in Annex C and certified by a person duly authorized to do so:

Final Financial Report on the Project

for

the total duration

of

the Agreement as per the

requirements

of

Subsection 85.2

of Annex

B.

Final Report on for the Project ns per the requirements

of

Annex C.

Where the terms and conditions of the Agreement pelll\it advance payments, such payments are

considered debts owed to the Minister until such time that the Recipient the terms and

conditions of he Agreement to the Minister s satisfaction.

BS.

FINANCIAL REPORT

5.1

Interim

Financial Report:

The Mirtister requires an interim financial report on the Project lhot is prepared in accordance with Generally

Accepted Accounting Principles (GAAP)

and

is certified by a person duly outhorizcd

by

the Recipient. The

report must contain a separate presentation

of

he Project budget

as

detailed in Annex A

as

well all income

received (by source} and expenses incurred by the Recipient for the period covered. The report must also

show any transfers of funds between budgets as per the requirements of Subsection BJ. I of Annex B and

supporting documentation for the transfer.

5.2 Final Financial Reoon:

The Minister requires a final financial report on the Project that is prepared in accordance with Generally

Accepted Accounting Principles GAAP} and is certified by a person duly authorized by the Recipient. The

report must contain a separate presentationof

h

e Project budi:et as detailed

in

Annex A as well as all income

received (by source) and expenses incurred by the Recipient for the length of the Project. The report must

also show any transfers

of

funds between budgets as per the requirements in Subsection 83.1

of

Annex B and

supporting documenlation for the transfer. The report must be submitted

to

the Minister no later than ninety

(90) days after the completion of he Project.

86.

INTELLECTUAL PROPE RTY

The Recipient retains copyright for any produced under the Agreement.

The Recipient gives the Minister a royalty-free, permanent and non-exclusive license to produce,

reproduce or publish, in any way,

th

original work or an adaptation,

in

any language, for use within the

federal government and for non-commercial distribution.

The

Recipient agrees to provide the Minister with three (3) and one

I)

electronic version

of

esearch

paper on extending Profile

of

Mood States with language, research paper on extending

demographic inference to French, research paper

on

multi-lingual topic detection, research paper on multi-

lingual mood measurement. a prototype

of

the incident response assessment system and Twitter geography

inference software in the agreed fonnat.

age 2of 9


18/24

ANNEXC

REPORTING REQUIREMENTS and PAYMENT SCHEDULE

Cl Progress

Reports

on activities and expected results

For the purpose of the Agreemen

t

a progress report on the activities and expected reirults must accompany

the interim financial statement as per Subsection

BS.

I

of

Annex B . The report must include the following

information:

A briefdescription ofevents related to the Project during the period covered by the r eport;

The activities completed and results obtained with respect to the objecLives

of

he Project;

Successes and dillicultics encountered

by

project stalT in achieving the objectives of he Project: and

A brie f description of the activities to be completed during the next reporting period and any expected

changes to the action plan.

C2. Final report on activities and resulls

For the purpose

of

the Agreement, a final report on activities and results must accompany the final financial

repon for the full period

of

he Agreement as pe r Subsection BS.2 of Annex B. The final rcpon on activities

and results must include the following infonnation:

A description of what was accomplished throughout the courne of he Project. includ

in

g lessons learned

and recommendations for futu re

description of obtained for each project objective, including a comparison

of

expected and actual

results and an explanation of how these results are mea sured;

An explanation of any products developed in the coun;c of the project including tools. reports,

publications ele.; and

A description

on how

these products, results and lessons learned are to

be

C3.

Pa

yment Schedule

The Recipient must submit, at the minimum, the following rcpons on or before the due provided in the

chart below. Payments an: conditional on the receipt and acceptance of an interim financial repon and final

financial report is described in Subsections 84.1, BS. I and BS .2

of

Annex B, and the interim report on

activities/results and final report on activities and results is described

in

Cl

and

C2 ofAnnex C.

Page 3of

9


19/24


20/24

.

ANNEXD

GENERAL TERMS AND CONDITIONS

DI. REPRESENTATION BY THE RECIPIENT

The Recipient confirms:

DI.I that it has the capacity and authority to enter into the Agreement to corry out the Project and that it

knows

of

no

reason, fact

or

event, current. imminent

or

probabl

e

that would diminish this c apacity

and authority;

D 1.2 that it hold s sufficient intellectual property rights for the conduct bf the Project or the exploitation of

any intellectual property

re

suhing thereof;

01.3

that it, for the duration

of

the Agr

ee

ment, has no interest, pecuniary or otherwise,

in any

business

matter that would put i t in an actual or apparent co nflict

of

nterest:

D1.4 that the description of the Project in AnneK A accurately reflects what the Recipient intends to do,

that the infonnation contained therein is accurate, and that nil relevant infonnation has been

disclosed;

D

l S

that it must declare ony amount owing to the federal government under legislation, contract or

contribution agreements during the tenn

of

the Agreement and that the Recipient recognizes that

amounts owing to the Recipient may be withheld to offset amounts owing to the Government; and

Dl.6 that no member

of

Parliament or current or fonner pubiic office holder

of

Canada

may

receive a

di r

ect or indirect benefit from the Agreement or obtain

any

advantage resulting from it unless they

are complying with the Parliament

of

Canada Act (R.S.C. 1985. c P-1.01)

or

the Conflict oflntere ft

ct (S .C. 2006. c. 9). No currenl

or

forrner public servant ofCanada may receive a direct

or

indirect

benefit from the Agreement unless they are complying with the

l alrl s

and Etlrics Code

o

he

Public Senice

01 7 the Recipieni declares that it is committed O the promotion of and respect for a law abiding society,

the rule of Jaw and the values and principles underlying the Canadian Clwner

o

Rig/its and

Freedoms and the Canadian Bill

o

Rights and declares that it is not participating in, or c ondoning,

any activity that could be construed as contrary to the Jaws ofCanada

or

its provinces or territories.

D2.

OBLIGATIONS OF THE RECIPIENT

During the te nn of he Agreement. the Recipient must:

02 .

I take all necessary actions

to

maintain itself in good standing. to preserve its legal capacity and to

inforrn the Minister ,without delay, of any fa ilure to do so;

02.2

upon the written request

of

the Minister, and without delay.

pr

ovide any information the Minisicr

may require concerning t he Agreement;

02

.J disclose to the Minister, without delay, any fact or event that would

or

may compromise the Project's

chances

of

success or the Recipient's ability to complete any

of

the terms and conditions

of

the

Agreemen_

,

either iqimediately or in the long term, including, but not limited to, pending or potential

lawsuits

and

audits;

02.4 ensure access by t he Minister. her/his authorized representatives and the Auditor General of Canada

to

its premises al

any

and all reasonable times with not lci;s than two weeks notice for audit and

evaluation purposes relating to the Project; and

02 .S

respect official language set

out

in the Project Description

a. I

outlined

in

Annex A, and

where applicable, make public announcements

and

public document. related to 1he Project available

in both official languages.

DJ. LOBBYIST CERTIFICATION/CONTINGENCY FEES

OJ.

I Any person lobbying on behalf

of

he Recipient must comply with the requirements

of

he Lobbying

ct

R.S.C., 1985, e. 44 (41h Suppl.).

03.2

Definitions that apply to this subsection:

contingency fee means any payment

or

other compensation that is contingent upt>n or s calculated

upon the ba,sis of a degree of success

in

soliciting

or

a government agreement or

negotiating the whole

or any

part

of

its terms;

employee means a person with whom the Recipient hasan employer/employee relationship;

Page

15 o

f

19


21/24

,

ANNEXD

person includes an individual or group of ndividuals, a corporation, a pannership, an organization

or an association and, without restricting the generality

of

the foregoing, includes any individual

who is required to file a return with the registrar pursuant to section

S of

the

Lohhying Act

R.S.C

1985 c. 44 (4th Suppl.). the same may be amended from time 10 time.

03.3 The Recipient cenifies that it must not directly or indirectly paid or agreed to pay a contingency fee

for

the solicitation, negotiation

or

obtairunent

of

the Agreement

10

any person other than .an

employee acting in the nonnal course of the employee's duties.

03.4 All accounts and records penaining to the payment of fees or other compensation for the solicitation,

attainment or negotiationof the Agreement must be subject to the audit provisionsof the Agreement

as

per Section 12

of

Annex D

03

.S

If

he Recipient certifies falsely

or

is in default

of

he obligations contained herein. the Minister may

either

tenninate the Agreement for default:

or

recover from the Recipient the

full

amount

of

the contingency fee by reducing the total

contribution.

04. CONFIDEl'iTIALITY

04.1 The Recipient must ensure that any confidential infonnation relating to the Minister to which the

Recipient, or its officers, servants or agents become privy must be treated as such and must not be

disclosed to third parties, unless such d isclosure is pursuant to the applicable privacy and access to

information legislation.

04 .2 The Recipient must ensure that any personal infonnation must

be

dealt with in accordance with the

of he applicable privacy legislation.

OS. REDUCTIONffERMINATIONOF

THE

CONTRIBUTION

AGREEMENT

OS.I Under section 40

of

the Financial

Adminil1ralion

Ac/ (R.S.C. 1985. c.

fl

I). any payment under the

Agreement .subject to an annual appropriation for the fiscal year in which any commitment

hereunder would come in cour;e

of

payment. Therefore, funding for the Agreement may be reduced

or terminated the Minister's discretion in response to the government's annual budget or a

parliamentary spending decision that

ha.\

an impact on the Program under which the Agreement is

made.

DS 2 ny payment under this Agreement is also subject to the continuance of the Program under which

this Agreement is made and

the

and conditions for the Fiscal Year in which any commitment

hereunder would come in cour;e

of

payment. Therefore, funding under Agreement may be

reduced or terminated at the Minister's discretion in order to comply with any government decision

that has an impact o n the Program

or

its terms and conditions.

DS

.3

In the

event

of

a proposed or termination

or

the funding

of

he Program under Section

OS

of

Annex D. the Minister may, upon giving the Recipient wriuen notice

of

thiny (30) days, reduce

the funding or terminate the Agreement. Where, as a result

of

eduction

in

funding, the Recipient

is

unable or unwilling to complete the Project, the Recipient may, upon written notice to the Minister,

terminate the Agreement, Subject to the terms and conditionsof he Agreement. in the event that the

Agreement is te.nuinated, the obligations ofboth panics shall cease.

06

SEVERABILITY

If any provision of the Agreement is deemed to be invalid, illegal or unenforceable by operation of low, that

provision must

be

removed from the Agreement with?ut affecting any other provision

of

he Agreement.

07 SURVIVAL

All obligations

of

confidentiality, representations and warranties set out in the Agreement

as

well

as

the

provisions which bind the Recipient which. by the nature of the rights or obligation.o; might reasonably be

expected to survive, must survive the expiry

or

termination

of

he Agreement.

08

DISCLOSURE

The Recipient expects to receive all sources of funding as forecasted in Annex A (Budget) and agn:cs to

infonn the Minister of any change. without delay

and,

in

oil

cases before the last payment is due, of any

change in anticipated funding as well as any additional amount received for the Project.

If

he lOl.lll financial

Page 16of19


22/24

ANNEX D

assistance from lhe Governmenl or Canada exceeds lhe prescnlied amounlS or. if lhe Project generales a

profit,

the

Recipient recognizes that the

Mini51er

may adjust the financial suppo rt oullined in t he Agreement,

requesl reimbursemenl of the surplus under Section D 10 of Annex D and renegoliate the expected

DCti

vitiesfresults.

For projecis with a value greater than S 100,000, the Recipient must declare any and all sources of funding for

the Project, including any in-kind contributions, before the commencement of he Agreement and again upon

completion of he Project through the final financial report.

09. TAX

CREDIT

The Minister docs not reimburse the t x paid by

the

Recipient for and services for which the Recipienl

is entilled 10 tax credit or reimbursement.

DIO

.

OVERPAYMENT

010.l

Where, for any reason, the Recipient is not entitled to the contribution or the Minister determines

that the amount

of

the contribution disbursed exceeds the amo unt to whi ch

the

Recipient is entitled,

any

such

amount is considered a debt due 10 Her Majesty and is recoverable a.> such. In he even

that several federal agencies provide the Rccipienr with financial assistance for he Project, if

necessary, an audit under Section 012 of Annex 0 ascertains which money is reimbursed and which

agency receives

the

reimbursement.

. DI0.2 f an overpayment is identified on the Recipient's final financial report on revenues, the Recipient

must

forward

a reimbursement cheque to the Minister for the amoun t

of

he overpayment, payable

to

the Receiver General for Canad a. The due date for the reimbursement

is

deemed to be

the

date of he

sulimission

ofthe

final financial report and the final activity/ results report to the Minister.

01 0.3 When the Minister or h

is

/her agenlS performs a financial analysis or an audit of the financial

statements of he Recipient an d an ov.:rpa)ment is identified, the overpayment musr be repaid 10 the

Minister no lat er than thirty (30) days after the date

of

he notice by the Minister.

010.4 Where any amount due to the Minister has not been repaid, that amount may

be

deducted or i;et-off

against any sum ofmoney due or payable to the Recipient.

Dll. DISPOSITION OF ASSETS

DI

1 1 The

Recipient shall preserve any office equipment or minor capital acquisitions acquired with the

contribution

and

use them for the purposes of the Project during the Project Period unless the

Minist er authorizes their db-position.

D

11 .2 At the

end

of

the

Project Period, or upon termination

of

this Agreement,

if

earlier, and i f directed to

do

so

by

the Minister, any asselS referred

to

in Annex A costing

S

1000

or

more that have been.

preserved by it shall be:

D12. AUDIT

011.2

.1 sold at fair market value and that the funds realized from

such

sale

be

applied

to

the

eligible costs

of

he Project to offset the Ministe r's contribution;

pr

011

.2.2 disposed

of

n such other manner may

be

determined by the Minister.

D12 .1 The Recipient shall keep proper

books

of account and records, in accor'dance with generally

accepted acoounting principles, of he financial management of the Project, including records of all

other Project expenditures, and records

of

Project revenues, including revenue received from other

sources, and in

the

case

of

any in-kind contributions

to the

costs of the Project by the Recipient or by

third parties. records supporting the provision of such in-kind contrtliution.

DI 2.2 The Minister reserves the right or to audit the and records

of

the Recipient for items

related to the Proj ect for period

of

up

to

two years

after

the

end of

he Agreement in

order to

ensure

compliance

with

the

tenns and

of

the A&rcement.

The

scope, coverage

1J1d

timing

of

such

an

audit must

be

determined by the Minister and may

be

carried out either by employees of the

Minister or its agent(s). The Recipient must make available to auditors, in a timely manner, an y

records, documents llld infonnation that the auditors

may

require.

012.3

The

Recipient must make records and information available to

the

Auditor General of Canada when

requested

by

the Auditor General for the purposes of an inquiry under subsection 7. I I) of the

uditor General ct (R.S.C, 1985, c. A-17)

Page 17

of19


23/24

ANNEXD

D13. INTEREST CHARGES

Any overpayment outstanding as pct Section 0

I 0

of Annex

0

mu st include

intCTCSI

calculated and

compounded monthly at the average bank rate plus three percent (3 ). in accordance with the Interest nd

Administrative Charges Regulations

SOR/96-188.

Interest payable

is

calculated from the due date to the

settlement date.

Dl4.

LIABILITY

014.1 The Minister and her/his employees

and

agents shall not be held liable

for

any injury, including

death

to

any person, or for any lo

ss

or

damag

e

to

property of the Recipient

or

for any obligation

of

the Recipient or anyone else, incurred or suffered by the Recipient

or

ils employees, agents or

volunwy workers in carrying out the Project, including loans, capital

or

other long lenn

obligations

in

relation to the Agreement.

0 14.2 Where the Recipient is an unincorporated organization, it is agreed by the representatives

of

the

Recipient in signing the Agreement on behalf

of

the Recipient, that they must be held personally,

jointly and severally liable for

all

obligations, covenants, promises, liabilities and expenses assumed

by

the Recipient under the Agreement.

DlS. INDEMNIFICATION

The Recipient must indemnify and save harmless the Minister and her/his employees and agents from and

against all claims, losses, damages, costs,

eii:penses,

actions and other proceedings made, sustained, brought,

prosecuted, threatened to be brought or prosecuted

in

any maMer based upon, occasioned

by

or

attributable

to

any injury

to

or death of a person or damage

to

or loss of property arising from any wilful or negligent act,

omission or delay on the

p rt

of

th

e Recipient or its employees, agents or voluntary workers in carrying out

the Project.

016. INSURANCE

. The Recipient must. through

an

appropriate policy of insurance, cover any liability resultin from any action

or omission by the Recipient or its employees, agents or voluntary workers in completing the Project.

D17. DEFAULT AND REMEDIES

DI 7. I The following constitute events rdefault:

0 17.1.l the Rec ipient becomes bankrupt or insolvent

or

is placed

in

receivership or takes the

benefit of any statute relating to bankrupt and insolvent debtors;

Dl 7,

1.2

an order is made or a

res

olution

is

passed for

the

winding-up of the Recipient or the

Recipient is dissolved;

017.1.3 in the Minister's opinion, there is a change in

risk

that would jeopardize the success of he

Project or the achievementof ts objectives;

017.1.4 the Recipient, either directly or through its representatives, makes a false

or

misleading

statement to the Minister;

017.

S in

the Minister's opinion, a condition

or

a commitment provided for in the Agreement has

not been respected; and

D

17

1.6 the Recipient is 110 longer meeting die eligibility criteria of he Program.

DI

7.2 Where there

is

a default

or

where,

in

the Minister's opinion, there

is

likely to be a default, the

Minister may, upon written notice to the Recipient, reduce the contribution level,

suspen

any

payment, make arrangements under particular

terms and

conditions so that the Project is completed

or

continued by another Rcc.ipient. rescind

this

Agreement and immediately terminate any

financial

obliption arising out of

t

and require repaymentof amounts already paid.

011

.3

The

fact that the Minister refrains from exercising

a

remedy or any right her

ei

n must not be

considered a waiver of such remedy

or

right and, furthermore, partial o r limited exercise of

a

remedy

or

ri ht

conferred on herlbim shall

not

prevent her/him in

nn

y way from later exercising any other

remedy

or

right under the Agreement or other applicable law.

Page 18of19


24/24

r

'

ANNEX D

Dt8.

EVALUATION

D18 1 The Minister and the Recipient on the importance of assessing what has been accomplished

in

tenns of he defined objectives and expected outlined

in

lh Agreement.

D

18 2

The evaluation of the Agreement is a join t concern of the Minister and the Recipient. Therefore, the

recipient agrees:

18

.2.1 that it must prepare activity reports as ouilined

in

Cl and

C2

of Annex

Cina

manner that

shows progress in relation to lhe defined objectives and expected results

of

he Project and

participate in any evaluation of he Project as required and mutually agreed upon; and

18.2.2 that the Minister the right to undcnake an evaluation of he Project for

a

period of

up to two years after the end

of

he Agreement.

Dl9. PARTNERSHIP

019

.1 The Parties aclmowledge that the Agreement not an for the purpose of

establishing a partnership or joi

nt

venture and does not create an agency relationship between the

Minister and the Recipient, and that it in no

way

implies

any

ogn:ement

or

undertaking

to

conclude

any subsequent agreement.

019.2 The Recipient must not represent itself as being o ponner, co-contractor, employee or agent of the

Minister in carrying out the Project referred to in the Agreement.

D20. ASSIGNMENT

The Recipient must not assign the Agreement,

or

any pan thereof,

or

any payments to

be

made hereunder,

without the wriuen pennission of the Minister but nolhing shall preclude the Recipient from enlisting the

assistance of others

in

carrying out t he obligations under

thi

s Agreement.

Dlt.

DISPUTE RESOLUTION

In the event of a dispute

ari

sing under the terms of the Agreement, the parties agree to make a good-faith

auempt

to

settle said dispute. In the eve

nt

that the parti

es

are unable to resolve the dispute through

negotiation, Ibey agree lo mediation. The parties must bear the of mediation equally.

022. AMENDMENTS

The Agreement must only be amended

by

the mutual, wrillen con

se

nt of he Parties here

lo

.

To be

valid, any

amendment to 1he Agreement must be

in

writing and signed

by

the Parties hereto

or

by their duly authorized

representatives, while the Agreement is in effect.

D23 SUCCESSORS

The Agreement is binding for the parties and their rtll'pective ndministrators and successors.

024. ACCESS TO

INFORMATION

ACT

The hereby acknowledges that the Minister subject

to

the Access

to nformation ct R

.S.C.,

1985,

c.

A-1).

D25. ENGLISH VERSIONNERSION FRANCAISE

The Panics agree that the Agreement must be drafted in English only. Les parties ii la piisente entente

accePtenl qu'e lle soit rCdigee en anglai s seulemcnL '

D26 GENDER AND

PLURAL

Jn the Agreement, words importing the singular number i

ric

lude the plural and vice versa.

and

words

importing

the

masculine gender include the feminine gender and

the

neuter.

Page 9of 9

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