Her Majesty the Queen in right of Canada, as represented by the Minister responsible for the Canadian Northern Economic Development Agency or CanNor (hereinafter referred to as "Canada")
(insert legal name from section A)
(hereinafter referred to as the "Recipient")
Hereinafter collectively referred to as "the Parties"
Whereas CanNor has established the Northern Business Relief Fund , under which financial assistance may be provided to the Recipient;
Canada and the Recipient agree as follows:
1.0 The Agreement
1.1 The following documents and any amendments relating thereto form part of this Agreement:
All Sections (A through J) of this Application and Agreement; and,
Northern Business Relief Fund Guidelines - published at the following website:
2.1 Unless the context requires otherwise, the expressions listed below have the following meanings for the purposes of this Agreement:
"Fixed Costs" means those costs incurred by the Recipient that do not change over the short-term in response to customer demand (or lack thereof). These costs include Rent, Debt Interest, Insurance Premiums and Utilities. A comprehensive definition may be found in the Northern Business Relief Fund Guidelines - published at the following website:
https://www.cannor.gc.ca/eng/1587153226618 "Grant" means the funding provided by Canada under this Agreement;
"Agreement Period" means the period beginning on the Agreement Start Date and ending on the Agreement End Date specified in Section I of this Application and Agreement.
3.0 Effective Date and Duration
3.1 This Agreement shall come into effect on the date it is signed by both Parties and, shall expire at the end of the Agreement Period, unless terminated on a prior date in accordance with the terms of this Agreement, except that the following sections shall survive the expiry or early termination of this Agreement: 4.0; 7.0; 8.0; 9.0; 12.0; 13.0; 14.0; 15.0; 17.0; and 19.0.
4.0 Purpose of the Grant
4.1 The purpose of the Grant is to support the Recipient through economic disruptions associated with the COVID-19 pandemic. The Recipient agrees to use the Grant toward the payment of eligible Fixed Costs as described in the application portion of this Application and Agreement.
5.0 Payment of the Grant
5.1 Subject to the terms and conditions of this Agreement, Canada will issue a Grant to the Recipient in the amount specified in section I.
5.2 The Grant will be generally be paid to the Recipient in three installments via an electronic transfer to a Canadian bank account belonging to the Recipient.
6.0 Annual Appropriation
6.1 Any payment under this Agreement is subject to the appropriation of funds by Parliament for the fiscal year in which the payment is to be made.
7.0 Proactive Disclosure
7.1 The Recipient agrees that its legal and operating names, territory of main operations, the amount of the Grant and a description of the general nature of the activities supported under this Agreement may be made publicly available by Canada for reasons of transparency and proactive disclosure, and for the purposes of CanNor funding recognition.
8.0 Records and Verification
8.1 The Recipient shall keep proper books and records of the Grant received and of all expenditures made using the Grant relating to the period of this Agreement. The Recipient shall retain these books and records for a period of three (3) years following the end of the Agreement Period.
8.2 During the Agreement Period and for the subsequent period of three (3) years following the Agreement Period, the Recipient shall give access to its files, books and records relating to this Agreement upon request and within a reasonable time to representatives of Canada for the purpose of verifying the use of the Grant and compliance with the terms and conditions of this Agreement. The Recipient shall permit Canada’s representatives to take copies and extracts from such books and records. The Recipient shall also provide Canada any additional information as Canada may require with reference to such books and records.
9.0 Inquiry by the Auditor General of Canada
9.1 The Recipient acknowledges that the Auditor General of Canada may, at the Auditor General’s cost, after consultation with the Recipient, conduct an inquiry under the authority of Subsection 7.1(1) of the Auditor General Act in relation to any funding agreement (as defined in Subsection 42(4) of the Financial Administration Act) with respect to the use of funds received. For purposes of any such inquiry undertaken by the Auditor General, the Recipient shall provide the records, documents or other information within such period of time as may be reasonably requested in writing by the Auditor General of Canada.
10.0 Assignment of the Agreement
10.1 The Recipient shall not assign this Agreement or any part thereof without the prior written consent of Canada.
11.0 Successors and Assigns
11.1 The Agreement is binding upon the Parties and their respective successors and permitted assigns.
12.0 Results and Reporting
12.1 The following performance measures apply to this Grant:
Layoffs are avoided - number of full-time equivalent jobs maintained during the Agreement Period
Permanent business closure is avoided – Recipient is able to resume operations following the lifting of restrictions and the end of economic disruption associated with COVID-19
12.2 The recipient shall submit to Canada a complete final report in the format prescribed by Canada that outlines the results of the Grant, and including copies of invoices and any other documentation as deemed necessary by Canada for the purposes of post-agreement verification. The final report shall be submitted no later than 30 days following the Agreement End Date.
13.1 All notices, reports or other documents required to be delivered under this Agreement must be sent to the following addresses:
To the Recipient
As reported in Sections A and B.
14.0 Indemnification and Limitation of Liability
14.1 The Recipient shall, both during and following the Agreement Period, indemnify and save Canada harmless from and against all claims, losses, damages, costs, expenses and other actions made, sustained, brought, threatened to be brought or prosecuted, in any manner based upon, occasioned by or attributable to any injury or death of a person, or loss or damage to property caused or alleged to be caused by any willful or negligent act, omission or delay on the part of the Recipient or its employees or agents in connection with anything purported to be or required to be provided by or done by the Recipient pursuant to this Agreement or done otherwise by the Recipient in connection with or as a result of this Agreement. It is understood that Canada cannot claim compensation under this section in case of accident, loss or damage caused by Canada or its employees.
14.2 Canada shall have no liability under this Agreement, except for payments of the Grant, in accordance with and subject to the provisions of this Agreement. Without limiting the generality of the foregoing, Canada shall not be liable for any direct, indirect, special or consequential damages, or damages for loss of revenues or profits of the Recipient.
14.3 Nothing in this Agreement creates any undertaking, commitment or obligation by Canada respecting additional or future funding to the Recipient beyond the Agreement End Date, or that exceeds the amount of Canada’s funding as set out in this Agreement. Canada shall not be liable for any loan, capital lease or other long-term obligation which the Recipient enters into during the Agreement Period, or for any obligation incurred by the Recipient toward another party in connection with the activities funded by this Agreement.
15.0 No Agency
15.1 No provision of this Agreement or action by the Parties will establish or be deemed to establish any partnership, joint venture, principal-agent or employer-employee relationship in any way, or for any purpose, between Canada and the Recipient, or between Canada and a third party. The Recipient is not in any way authorized to make a promise, agreement or contract or to incur any liability on behalf of Canada, nor shall the Recipient make a promise, agreement or contract or incur any liability on behalf of Canada, and the Recipient shall be solely responsible for any and all payments and deductions required by the applicable laws in relation to this Grant.
16.0 Conflict of Interest
16.1 The Recipient confirms that no current or former public servant or public office holder, to whom the
Values and Ethics Code for the Public Service, the Values and Ethics Code for the Public Sector, the Policy on Conflict of Interest and Post-Employment or the Conflict of Interest Act applies, shall derive direct benefit from the Agreement, including any employment, payments or gifts, unless the provision or receipt of such benefits is in compliance with such codes and the legislation. Where the Recipient employs or has a major shareholder, who is either a current or former (in the last twelve (12) months) public office holder or public servant in the federal government, the Recipient shall demonstrate compliance with these codes and the legislation.
17.1 Where, for any reason, the Recipient is not entitled to all or part of the Grant or the amount paid to the Recipient exceeds the amount to which the Recipient is entitled, the Grant or the amount in excess, as the case may be, shall constitute a debt due to Canada and shall be recovered as such from the Recipient. The Recipient shall repay Canada, within thirty (30) calendar days from the date of Canada delivering a notice and repayment demand to the Recipient, the amount of the Grant disbursed or the amount of the overpayment, as the case may be.
18.0 Continuous Eligibility
18.1 The Recipient must, during the Agreement Period, continue to meet the eligibility requirements of the program named in this Agreement, which were effective upon signature of the agreement by the Recipient. As such, the Recipient agrees to promptly notify Canada should a change in the Recipient’s status result in them no longer meeting the eligibility criteria of the program which were effective upon the signature of this Agreement, and/or should a change in the Recipient’s status modify the amount of funding for which the Recipient has been deemed eligible under this agreement.
19.0 Jurisdiction and Compliance with Laws
19.1 This Agreement shall be governed by and interpreted in accordance with all applicable laws in the territory that the Recipient specified as its address at field 10 of Part A of the Application, or where no territory is specified there, the Northwest Territories, and the Parties agree that the courts of that jurisdiction are competent to hear any dispute arising out of this Agreement.
19.2 The Recipient shall comply with all applicable laws, by-laws and regulations, including any environmental legislation and any legislation regarding the protection of information and privacy.
20.0 Termination of Agreement for Default
20.1 The following constitute events of default:
If the Recipient becomes bankrupt, has a receiving order made against it, makes an assignment for the benefit of creditors, takes the benefit of a statute relating to bankrupt or insolvent debtors or an order is made or resolution passed for the winding up of the Recipient;
If the Recipient fails to comply with any term or condition of this Agreement; or,
If the Recipient, in support of its Agreement, has made materially false or misleading representations, warranties, statements, certifications or declarations, or provided materially false or misleading information to Canada.
Upon the occurrence of an event of default, Canada may request the reimbursement of any portion of the Grant disbursed to the Recipient and/or terminate this Agreement immediately by written notice. Effective on that date, Canada has no more obligation to pay the Grant as specified in this Agreement.
21.1 This Agreement may be amended by mutual consent of the Parties. To be valid, any amendment to this Agreement shall be in writing and signed by the Parties.