By signing the Agreement, the Grantee hereby agrees to the following terms and conditions:
1. Entire Agreement. This Agreement includes: (i) the present Agreement and (ii) all schedules appended hereto.
2. Payment. Any payments by Centraide to the Grantee can only be used by the Grantee for Project expenses incurred within the Eligible Costing Dates, and cannot be used for any ineligible activities as set out in the Applicant Guide. Payment of any funding under this Agreement is subject to the availability of funds and may be cancelled or reduced in the event that the Government of Canada cancels or reduces its funding to Centraide. In such a case, the amounts due for expenses incurred in connection with the Project’s activities, carried out in good faith, by the Grantee, prior to cancellation or reduction in the funding granted to Centraide by the Government of Canada shall be paid by Centraide. The Centraide may advance funds to the Grantee prior to the commencement of the Project. This amount will be considered an advance against fees and expenses incurred by the Grantee and will be accounted for in any reporting by the Grantee on the Project.
3. Repayment. The Grantee shall repay to Centraide the amount of any funds provided to which it is not entitled, including the amounts of any payments: (i) made in error; (ii) made for costs in excess of the amount actually and properly incurred for those costs; or (iii) that were used for costs that were not eligible under this Agreement (including the Applicant Guide) or that were not in alignment with the Eligible Costing Guidelines. Such amounts shall be promptly repaid to Centraide, upon receipt of notice to do so and within the period specified in the notice, together with interest.
4. Assets and Inventory. For the purpose of this Section, “Capital Asset” shall mean any single item, or a collection of items which form one identifiable functional unit, that is not physically incorporated into another product or not consumed by the end of the Project. In the event that Centraide provides a Capital Asset to the Grantee, such Capital Asset shall be owned by Centraide and Centraide shall retain all rights with respect to the Capital Asset (as described more fully in Schedule D). On the completion or termination of this Agreement for any reason, unless otherwise agreed to in writing, such Capital Asset (or the then fair market value of same) shall be returned to Centraide or otherwise disposed of as directed by Centraide. The Grantee confirms and agrees that any Capital Asset and inventory purchased will be used exclusively to benefit the community and not for private benefit: (i) for the Term of the Agreement; and (ii) beyond. This shall be supported by Capital Asset and inventory listings available upon request. Any Capital Asset purchased by the Grantee under this Agreement shall be used only for the purposes of the Project. Such assets shall not, except with the prior written consent of Centraide, and in accordance with any terms and conditions imposed by Centraide, (a) be used for any purpose not directly related to the Project, (b) be sold, exchanged, transferred, or disposed of, or (c) pledged, mortgaged, or otherwise encumbered. Upon the expiration or termination of this Agreement, the Grantee shall provide an inventory of any assets whose purchase or rental value exceeds $5,000 (before taxes) to Centraide and comply with the provisions set out in Schedule D.
5. Progress Reports and Payments. Payment and reporting expectations are set out in the Agreement. Installment payments contemplated in the Agreement will be based on confirmation by the Grantee (a) of reasonable progress on the Project, and (b) that any resources or funds previously provided by Centraide have been applied to the Project appropriately. If the Grantee is not abiding by the terms of this Agreement, then Centraide, in its sole discretion, may reduce installment payment amounts, or withdraw or withhold funds or other resources. The Grantee shall immediately notify Centraide regarding any changes to its eligibility for funding from Centraide as set out in the Applicant Guide.
6. Relationship. Nothing in this Agreement shall constitute or be construed to create a partnership, agency, joint venture, or an employment relationship as between the Parties and neither Party shall hold itself out as partner, agent, joint venturer, or employee of the other or any other type of relationship that renders one Party liable for the debts or obligations of the other Party except as specifically provided for in this Agreement. Nothing in this Agreement creates any undertaking, commitment, or obligation by Centraide respecting additional or future funding of the Project beyond the Term, or that exceeds the maximum contribution specified in this Agreement. In addition, nothing in this Agreement creates nor is to be interpreted, construed, or held out as creating any role, responsibility, obligation, or interest for or in the Government of Canada.
7. Insurance. Without in any way limiting the liability of the Grantee under this Agreement it shall be the sole responsibility of the Grantee to maintain and keep in force and effect during the term of this Agreement sufficient insurance against liability resulting from anything done or omitted by the Grantee in carrying out the activities under this Agreement, for such coverage limits as a reasonably prudent Party carrying out the same or similar activities might obtain.
8. Confidentiality. Each Party acknowledges that, during the Term of this Agreement, it may be required from time to time to disclose to the other Party certain confidential and proprietary materials, information and data relating to that Party's activities (all of which is referred to as "Confidential Information"). Each Party acknowledges that the other's Confidential Information, other than that which is publicly known, is confidential and proprietary information. The Parties shall not, during the term of this Agreement or thereafter, use, disclose, divulge, or make available each other's Confidential Information to any third party either directly or indirectly in any manner whatsoever without the prior written consent of the other Party. Notwithstanding anything to the foregoing, Centraide may share Confidential Information with its advisors and the Government of Canada as required. The Grantee acknowledges that the Government of Canada is subject to the Access to Information Act, RSC 1985, Chapter A-1, and information obtained by the Government of Canada pertaining to this Agreement may be disclosed by the Government of Canada to the public upon request under the Access to Information Act.
9. Termination. In the event of improper use of the funds by the Grantee under, or a material breach by the Grantee of, any term of this Agreement, as determined by Centraide, Centraide may terminate this Agreement effective immediately upon delivery of written notice of termination to the Grantee. In the event of termination, the Grantee will forthwith refund to Centraide any monies advanced by Centraide and not expended in accordance with the terms of this Agreement and Centraide will have no further obligations under the Agreement, except that of providing the funding due for any activity provided for in the Project and carried out in good faith by the Granted, when applicable.
10. Books and Records and Reporting. Each party shall maintain full and complete books and records of the Project. The Centraide, the Government of Canada, and/or Auditor General of Canada reserves the right to audit the Grantee and the Grantee shall provide reasonable access to its books and records for this purpose for a period of six (6) years following completion of the Project. The Grantee shall provide full and complete reports, including invoices, receipts, vouchers, payment records, results achieved or any discrepancies thereof, on the Project to Centraide, the Government of Canada, and/or the Auditor General of Canada in the form required by Centraide, the Government of Canada, and/or the Auditor General of Canada. In addition to the foregoing, the Grantee will cooperate with any inquiry into the use of the funds by Centraide, the Government of Canada and/or the Auditor General of Canada and their agents or representatives and grant access to its documents, records, and premises as required for such inquiry. The Grantee understands that any concerns may be discussed by the Government of Canada and/or Auditor General of Canada with Centraide and/or the Grantee and that the results may be reported to Parliament.
11. Segregation of Funds. The Grantee shall keep all funds received from Centraide segregated and apart from other funds of the Grantee, either in its accounting system or in a separate bank account, so that the funds of Centraide are separately identifiable.
12. Monitoring and Evaluation. The Grantee will be responsible for the routine management and monitoring of the Project. The Grantee shall permit Centraide to inspect all records that are related to the Project, and if the Grantee deems it useful, can allow Centraide to enter any premises used by the Grantee in connection with the Project, in order to inspect Project-related records. The Grantee consents to the provision of contact information of members of the board of directors and/or management of the organization so that they can participate in a survey, interview, case study or other data collection exercise initiated by the Government of Canada.
13. Amendment. This Agreement may be amended upon mutual written agreement of the Parties.
14. Assignment or Subcontracting. Neither party may assign, pledge, mortgage or otherwise encumber any of its rights under this Agreement without the prior consent of the other.
15. Contractual Commitments with Third Parties. The Centraide shall not be held liable for any contractual commitments entered into by the Grantee with any third party for the performance of the Project.
16. Compliance with Laws and Governing Laws. Each of the Parties agree to comply with all laws, ordinances, rules, and regulations of any government, any federal, provincial or territorial government body or local agency that affect the Project. The Grantee shall obtain, prior to the commencement of the Project, all permits, licences, consents, and other authorizations that are necessary for carrying out the Project. The Grantee shall ensure that professionals delivering specialized services as part of or related to the Project have the relevant certifications or checks. This Agreement and the rights and obligations and relations of the Parties shall be governed by and construed in accordance with the laws applicable in Québec.
17. Indemnity. The Grantee agrees, both during and following the Term, to defend, indemnify, and hold the Government of Canada, Centraide, its directors, officers, members, employees, volunteers, agents and affiliates, and their respective directors, officers, members, employees, volunteers, agents harmless from and against any direct loss, claim, cause of action, suit, injury, expense, damage or liability, including reasonable legal costs, relating to or as a result of: (a) this Agreement or any action taken or things done or maintained by virtue hereof, or the exercise in any manner of rights arising hereunder; (b) the negligence or wilful misconduct of the Grantee in connection with or related to the performance of its obligations pursuant to this Agreement; (c) any misrepresentation made by the Grantee in any application to or communication with Centraide or made by the Grantee in furtherance of its performance pursuant to this Agreement; or (d) any breach or default by the Grantee of any of its obligations pursuant to this Agreement.
18. Government of Canada No Responsibility. The Grantee agrees nothing in this Agreement shall have the effect of, or be interpreted as creating any responsibility, commitment, obligation, or liability for the Government of Canada.
19. Procurement. The Grantee must use a competitive process for the procurement of goods, assets and services for the Project that enhances access, transparency, competition and fairness and results in best value. The Grantee shall ensure that a reasonable number of suppliers are given an opportunity to bid and should avoid situations where there may be a bias toward awarding a contract for goods, services, or assets for the Project to a specific person or entity.
20. Intellectual Property. Any work, including, without limitation, deliverables, reports, data collected and processed, creative assets, course materials, drafts, apps, software tools or edits to Centraide programs, created by or during the activities using funds contributed by the Government of Canada and provided by Centraide shall be the sole property of Centraide. The Grantee shall, execute all documents, do all other acts necessary and generally assist Centraide to secure and protect its ownership on, and intellectual property rights in and to such work. Additionally, the Grantee: (i) warrants that the works shall not infringe on the copyrights of others; and (ii) shall include an acknowledgement, in a manner satisfactory to the Government of Canada, on any work which is produced by it with funds contributed by the Government of Canada and provided by Centraide under this Agreement, acknowledging that the works were produced with funds contributed by the Government of Canada, and identifying the Grantee as being solely responsible for the content of such work . All materials supplied by Centraide to Grantee in connection with this Agreement, including, without limitation, and as may be applicable, all manuals, reports, data, artwork, graphics, logos, video and other products and documents, are and shall remain the sole property of Centraide (“Centraide Materials”). No rights are transferred to Grantee with respect to Centraide Materials, except to the extent necessary to perform the Project. All materials of Grantee, which may include, without limitation, pre-existing materials, templates, forms, know-how, processes, precedents, software and technologies, created, developed and/or produced outside of the activities and without using the funds contributed by the Government of Canada and provided by Centraide, are and shall remain the sole property of Grantee (“Grantee Materials”). No rights are transferred to Centraide with respect to the Grantee Materials, except to the extent necessary for the performance of this Agreement.
21. Public Recognition and Media Communication. The Grantee agrees to abide at all times, by Centraide’s rules for Promotion and Advertisement of the Community Services Recovery Fund and Public Recognition of Canada’s Financial Support set out in Schedule “C”, which shall survive the termination of this Agreement.
22. Conflict of Interest. No current or former public servant or public office holder to whom the Conflict of Interest Act (S.C. 2006, c. 9, s. 2), the Policy on Conflict of Interest and Post-Employment or the Values and Ethics Code for the Public Sector applies shall derive a direct benefit from this Agreement unless the provision or receipt of such benefit is in compliance with the said legislation or codes. No member of the Senate or the House of Commons shall be admitted to any share or part of this Agreement or to any benefit arising from it that is not otherwise available to the general public.
Read the full Granting Agreement here.