Prof. Derek Ruths - Public Safety Canada Contract
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8/10/2019 Prof. Derek Ruths - Public Safety Canada Contract
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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
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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
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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
Expenditures, according
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
Expenditures, according
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
. - -
-
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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 -
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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
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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.
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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.
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.
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;
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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
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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)
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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.
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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.
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