Provincial/Territorial Governments Funding Agreement Model 2024-2025

1.1 Definitions

1.1.1 In this Agreement, unless otherwise provided:

"Activity" means any program, service, activity, initiative or project listed in Schedule - 1 under the heading Program Service Area/Program Inventory/ Budget Activity/Functional Area.

[COMMENT]When option 3 of subsection 6.1 (Delegation) is selected, the following "Agency" definition is to be removed.[/COMMENT]
"Agency" means, except in respect of any reference to a federal government agency, an authority, board, committee, or other entity authorized to act on behalf of the [/:Identify as a "Province" or "Territory"].

"Agreement" means this Funding Agreement for Provincial and Territorial Governments and includes all Schedules and any amendments to this Agreement.

"CIRNAC" means the Department of Crown-Indigenous Relations and Northern Affairs.

"Federal Department" means a federal department or federal government institution through which the Crown provides any of the Funding.

[COMMENT]Where the Province or Territory is required to provide financial reports, the following "Financial Reports" definition is to be included.[/COMMENT]
"Financial Reports" means the [/:Identify as a "Province" or "Territory"]'s financial reports prepared in accordance with subsection 4.3 (Reporting).

"Fiscal Year" means a one year period, beginning April 1 of a year and ending March 31 of the following year that covers or partly covers the term of this Agreement.

"Fixed Funding" means that portion of the Funding, if any, set out in Schedule - 1 under the heading "Fixed Funding".

"Flexible Funding" means that portion of the Funding, if any, set out in Schedule - 1 under the heading "Flexible Funding".

"Funding"means the amounts payable or paid by Canada to the [/:Identify as a "Province" or "Territory"] under this Agreement, consisting of all Set Funding, Fixed Funding Flexible and Grant Funding.

"Grant Funding" means that portion of the Funding, if any, set out in Schedule - 1 under the heading "Grant Funding" and that is subject to Canada's pre-established eligibility requirements.

"Mandatory Activities" means each Activity found in any table in Schedule - 3.

"Notice of Budget Adjustment" means a notice, issued by Canada, to the [/:Identify as a "Province" or "Territory"] that amends this Agreement to adjust the Funding and/or periodic advance payments in accordance with subsection 3.3.

[COMMENT]Where the Province or Territory is required to provide reports in accordance with the RG, the following "Reporting Guide" definition is to be included.[/COMMENT]
"Reporting Guide" (RG) means the applicable Reporting Guide published by Canada for a Fiscal Year.

"Schedule" means any schedule to this Agreement.

"Set Funding" means that portion of the Funding, if any, set out in Schedule - 1 under the heading "Set Funding".

1.2 Multiple Funding Departments

1.2.1 Except where otherwise indicated or prohibited by law, where more than one Federal Department provides Funding, Canada's rights and remedies under this Agreement may be exercised by any Federal Department, and Canada's obligations under this Agreement may be carried out by any Federal Department, as determined by Canada.

3.1 Provision of Funding

3.1.1 Subject to the terms and conditions of this Agreement, Canada shall transfer to the [/:Identify as a "Province" or "Territory"] Funding for each Fiscal Year in accordance with Schedule - 2 up to the amount set out in Schedule - 1.

3.1.2 Canada shall transfer Funding according to the schedule of periodic payments set out in Schedule - 1. If this Agreement covers more than one Fiscal Year, Schedule - 1 will set out a schedule of periodic payments for the first Fiscal Year and Canada shall by notice, before each subsequent Fiscal Year, provide a revised schedule of periodic payments for that Fiscal Year.

3.1.3 If Funding is provided by more than one Federal Department, CIRNAC may transfer the Funding on behalf of other Federal Departments.

3.2 Funding Subject to Appropriations and Departmental Funding Authorities

3.2.1 Notwithstanding any other provision of this Agreement, the amount of any Funding to be provided to the [/:Identify as a "Province" or "Territory"], as otherwise calculated or payable pursuant to this Agreement, is subject to the appropriation of funds by the Parliament of Canada.

3.2.2 In the event that any funding authority of CIRNAC or any other Federal Department for any program, service or activity for which the Funding is provided is modified or canceled by the Treasury Board of Canada or by that Federal Department, or if funding levels of CIRNAC or any other Federal Department are reduced, increased or canceled by Parliament for any Fiscal Year in which payment is to be made under this Agreement, Canada may terminate or adjust the amount of Funding accordingly.

3.2.3 Notwithstanding any other provision of this Agreement that provides for the renewal of Funding, Canada may not renew if:

1. there would be no appropriation for the payment of funding in what would be the initial fiscal year of the renewal;
2. the departmental funding levels of any Federal Department are changed by Parliament during the term of this Agreement, whether the effective date of that change is during or after the term of this Agreement; or
3. any funding authority of any Federal Department for which the Funding is provided is modified or cancelled by the Treasury Board of Canada or by that Federal Department, whether the effective date of that modification or cancellation is during or after the term of this Agreement.

3.3. Notice of Budget Adjustment (NOBA)

3.3.1 Canada may, by NOBA, amend Schedule - 1 in order to adjust the Funding and/or periodic payments for one or more Fiscal Years.

3.3.2 A NOBA will be signed by Canada, will set out the details of the Funding changes and will contain an amended Schedule - 1 for this Agreement.

3.3.3. A NOBA may not:

1. reduce overall Funding except according to an adjustment factor or formula set out in subsection 3.4 or Schedule - 3;
2. modify the terms and conditions of this Agreement, except as provided for in paragraph 3.3.1.

3.4 Formula-based or Factor-based Funding Adjustments

3.4.1 Where the amount of Funding for any program, service or activity as set out in Schedule - 1 is changed in accordance with an adjustment factor set out in the Schedule - 3, Canada shall, by Notice of Budget Adjustment, amend Schedule - 1 accordingly.

3.5 Holdback

3.5.1 If Schedule - 1 shows a "Holdback" amount for any program, service or activity for which Funding is provided, Canada will not release that amount until the requirements of this section are met.

3.5.2 Subject to section 5.0 (Amounts Owing to Canada), for each program, service or activity for which an amount is held back under paragraph 3.5.1, Canada shall pay to the [/:Identify as a "Province" or "Territory"] that amount within forty-five (45) days of the [/:Identify as a "Province" or "Territory"]'s fulfillment to Canada's satisfaction of all reporting requirements of this Agreement relating to that program, service or activity.

4.1 Programs, Services and Activities

4.1.1 The [/:Identify as a "Province" or "Territory"] shall provide the programs and services and carry out the activities for which Funding is provided in accordance with the delivery requirements set out in the Schedules.

4.2 Record Keeping

4.2.1 Without limiting subsection 4.3 (Reporting) or any other requirement to maintain accounts and records, the [/:Identify as a "Province" or "Territory"] shall maintain accounts and financial and non-financial records for each program, service and activity for which Funding is provided, and shall retain these accounts and records, including all original supporting documentation, for a period of seven (7) years from the end of the latest Fiscal Year to which the accounts and records relate.

[COMMENT]Where the Province or Territory is required to provide financial reports in accordance with the RG, the following paragraph 4.2.2 is to be included.[/COMMENT]

4.2.2 The accounts and records referred to in paragraph 4.2.1 must be maintained in such a way as to substantiate the schedules of revenue and expenses to be provided to CIRNAC in accordance with the Reporting Guide.

4.2.3 The [/:Identify as a "Province" or "Territory"] shall comply with any additional requirements to maintain accounts and records set out in any Schedule.

[COMMENT]Where the Province or Territory is required to provide financial reports in accordance with the RG or program report(s), the appropriate following paragraph(s) under subsection 4.3 is (are) to be included.[/COMMENT]

4.3 Reporting

[COMMENT]Where the Province or Territory is required to provide financial reports in accordance with the RG the following paragraph 4.3.1 is to be included.[/COMMENT]

4.3.1 The [/:Identify as a "Province" or "Territory"] shall prepare Financial Reports in accordance with the Reporting Guide for each Fiscal Year and shall deliver those Financial Reports to CIRNAC and to any other Federal Department that requests them, within one hundred and twenty (120) days of the end of each Fiscal Year.

[COMMENT]Where the Province or Territory is required to provide program report(s) the following paragraph 4.3.2 is to be included.[/COMMENT]

4.3.2 The [/:Identify as a "Province" or "Territory"] shall submit to CIRNAC all reports listed in Schedule - 4, on or before the due dates set out in that Schedule, according to the requirements for each report as set out in the Reporting Guide and in Schedule - 3, as applicable.

4.3.3 If this Agreement covers more than one Fiscal Year, Canada may, by advance notice to the [/:Identify as a "Province" or "Territory"] issue a new Schedule - 4 for each Fiscal Year. The Schedule - 4 for a Fiscal Year will continue to apply to that Fiscal Year.

4.3.4 Canada may, by notice to the [/:Identify as a "Province" or "Territory"], extend the deadline for the receipt of any report to be submitted to Canada under this section if the [/:Identify as a "Province" or "Territory"] provides notice before the applicable due dates of circumstances beyond the [/:Identify as a "Province" or "Territory"]'s control preventing the [/:Identify as a "Province" or "Territory"] from meeting the deadlines.

[COMMENT]Where the Province or Territory is required to provide financial reports the following paragraph 4.3.5 is to be included.[/COMMENT]

4.3.5 Canada shall provide the [/:Identify as a "Province" or "Territory"] with notice of receipt within thirty (30) days of receiving the Financial Reports.

4.3.6 The [/:Identify as a "Province" or "Territory"] shall fulfill all other reporting requirements set out in the Schedules.

4.3.7 This subsection survives the expiry or termination of this Agreement.

4.4 Ineligible Expenditures and Unexpended Funding

4.4.1 The [/:Identify as a "Province" or "Territory"] shall reimburse to Canada ineligible expenditures, unexpended funds, and funding from other sources in accordance with the requirements set out in the Schedules.

4.4.2 This subsection survives the expiry or termination of this Agreement.

4.5 Additional Responsibilities

4.5.1 The [/:Identify as a "Province" or "Territory"] shall fulfill any additional obligations set out in any Schedule.

6.1 Delegation

6.1.1 Where the [/:Identify as a "Province" or "Territory"] delegates any or all of its obligations under this Agreement to an Agency or transfers Funding to an Agency to provide, in whole or in part, programs, services or activities for which Funding is provided, the [/:Identify as a "Province" or "Territory"] shall ensure that the Agency:

1. has a specified mandate, a clearly identified role and a defined relationship with the [/:Identify as a "Province" or "Territory"];
2. adheres to the accountability principles set out in this Agreement;
3. maintains accounts and financial and non-financial records for each program, service or activity in respect of which the [/:Identify as a "Province" or "Territory"] has delegated obligations or transferred Funding to the Agency, and retains these accounts and records, including all original supporting documentation, for a period of seven (7) years from the latest Fiscal Year to which the accounts and records relate;
4. in the event of an audit or evaluation under section 7.0 (Access by Canada to Records) or subsection 12.5 (Audit and Evaluation), upon request of the auditors or evaluators as the case may be:
   1. provides to those auditors or evaluators all accounts and records, including supporting documentation, of the Agency relating to any program, service or activity in respect of which the [/:Identify as a "Province" or "Territory"] has delegated obligations or transferred Funding to the Agency;
   2. allows those auditors or evaluators to inspect such accounts and records and, except where prohibited by law, take copies and extracts of such accounts and records;
   3. provides all necessary assistance to those auditors or evaluators, including providing them with access to the Agency's premises;
   4. directs any entity that has provided accounting or record keeping services to the Agency to provide to the auditors or evaluators copies of accounts and records relating to any program, service or activity in respect of which the [/:Identify as a "Province" or "Territory"] has delegated obligations or transferred Funding to the Agency; and
5. does not delegate any of these obligations or transfer Funding to a representative or agent.

6.1.2 Without limiting the generality of paragraph 6.1.1, where the [/:Identify as a "Province" or "Territory"] delegates any or all of its obligations under this Agreement or transfers Funding to an Agency, the terms of the delegation or transfer of Funding will be evidenced by a written agreement between the [/:Identify as a "Province" or "Territory"] and the Agency that:

1. sets out the obligations of the Agency, including those necessary for the [/:Identify as a "Province" or "Territory"] to fulfill the requirements of paragraph 6.1.1;
2. provide that no agency, association, employer-employee, or joint venture relationship is created between the Agency and Canada; and
3. is executed by authorized representatives of the [/:Identify as a "Province" or "Territory"] and of the Agency.

6.1.3 Upon the written request of a Federal Department during the term of this Agreement or within seven (7) years of its expiry or termination, the [/:Identify as a "Province" or "Territory"] shall provide to that Federal Department a copy of the agreement referred to in paragraph 6.1.2.

6.2 Delegating [/:Identify as a "Province" or "Territory"] Remains Liable

6.2.1 Where the [/:Identify as a "Province" or "Territory"] delegates any or all of its obligations under this Agreement, the [/:Identify as a "Province" or "Territory"] will remain liable to Canada for the fulfillment of all of its obligations under this Agreement.

6.2.2 Where the [/:Identify as a "Province" or "Territory"] transfers Funding to an Agency to provide, in whole or in part, any program, service or activity for which Funding is provided, the [/:Identify as a "Province" or "Territory"] will remain liable to Canada for the fulfillment of all of its obligations under this Agreement.

6.2.3 This subsection survives the expiry or termination of this Agreement.

6.3 Additional obligations

6.3.1 The [/:Identify as a "Province" or "Territory"] shall comply with any additional obligations on delegation, and any obligations on subcontracting and assignment, that are set out in the Schedules.

6.1 Delegation

6.1.1 Where the [/:Identify as a "Province" or "Territory"] delegates any or all of its obligations under this Agreement to an Agency or transfers Funding to an Agency to provide, in whole or in part, programs, services or activities for which Funding is provided, the [/:Identify as a "Province" or "Territory"] shall ensure that the Agency:

1. has a specified mandate, a clearly identified role and a defined relationship with the [/:Identify as a "Province" or "Territory"];
2. adheres to the accountability principles set out in this Agreement;
3. provides to the [/:Identify as a "Province" or "Territory"] financial reports prepared:
   1. in accordance with the Reporting Guide; and
   2. in a manner permitting the preparation of the Financial Reports by the [/:Identify as a "Province" or "Territory"];
4. consents to the release by the [/:Identify as a "Province" or "Territory"] to any Federal Department of the financial reports provided to the [/:Identify as a "Province" or "Territory"] under subparagraph 6.1.1 (c);
5. maintains accounts and financial and non-financial records for each program, service or activity in respect of which the [/:Identify as a "Province" or "Territory"] has delegated obligations or transferred Funding to the Agency, and retains these accounts and records, including all original supporting documentation, for a period of seven (7) years from the latest Fiscal Year to which the accounts and records relate;
6. in the event of an audit or evaluation under section 7.0 (Access by Canada to Records) or subsection 12.5 (Audit and Evaluation), upon request of the auditors or evaluators as the case may be:
   1. provides to those auditors or evaluators all accounts and records, including supporting documentation, of the Agency relating to any program, service or activity in respect of which the [/:Identify as a "Province" or "Territory"] has delegated obligations or transferred Funding to the Agency;
   2. allows those auditors or evaluators to inspect such accounts and records and, except where prohibited by law, take copies and extracts of such accounts and records;
   3. provides all necessary assistance to those auditors or evaluators, including providing them with access to the Agency's premises;
   4. directs any entity that has provided accounting or record keeping services to the Agency to provide to the auditors or evaluators copies of accounts and records relating to any program, service or activity in respect of which the [/:Identify as a "Province" or "Territory"] has delegated obligations or transferred Funding to the Agency; and
7. does not delegate any of these obligations or transfer Funding to a representative or agent.

6.1.2 Without limiting the generality of paragraph 6.1.1, where the [/:Identify as a "Province" or "Territory"] delegates any or all of its obligations under this Agreement or transfers Funding to an Agency, the terms of the delegation or transfer of Funding will be evidenced by a written agreement between the [/:Identify as a "Province" or "Territory"] and the Agency that:

1. sets out the obligations of the Agency, including those necessary for the [/:Identify as a "Province" or "Territory"] to fulfill the requirements of paragraph 6.1.1;
2. provide that no agency, association, employer-employee, or joint venture relationship is created between the Agency and Canada; and
3. is executed by authorized representatives of the [/:Identify as a "Province" or "Territory"] and of the Agency.

6.1.3 Upon the written request of a Federal Department during the term of this Agreement or within seven (7) years of its expiry or termination, the [/:Identify as a "Province" or "Territory"] shall provide to that Federal Department:

1. a copy of the agreement referred to in paragraph 6.1.2; and
2. a copy of the financial reports provided to the [/:Identify as a "Province" or "Territory"] by the Agency under subparagraph 6.1.1 (c).

6.2 Delegating [/:Identify as a "Province" or "Territory"] Remains Liable

6.2.1 Where the [/:Identify as a "Province" or "Territory"] delegates any or all of its obligations under this Agreement, the [/:Identify as a "Province" or "Territory"] will remain liable to Canada for the fulfillment of all of its obligations under this Agreement.

6.2.2 Where the [/:Identify as a "Province" or "Territory"] transfers Funding to an Agency to provide, in whole or in part, any program, service or activity for which Funding is provided, the [/:Identify as a "Province" or "Territory"] will remain liable to Canada for the fulfillment of all of its obligations under this Agreement.

6.2.3 This subsection survives the expiry or termination of this Agreement.

6.3 Additional obligations

6.3.1 The [/:Identify as a "Province" or "Territory"] shall comply with any additional obligations on delegation, and any obligations on subcontracting and assignment, that are set out in the Schedules.

6.1 Delegation

6.1.1 The [/:Identify as a "Province" or "Territory"] shall not delegate, subcontract, or assign any of its obligations under this Agreement.

7.1 Canada May Audit Accounts and Records

7.1.1 Upon request or with agreement of the [/:Identify as a "Province" or "Territory"], any Federal Department may, individually or in conjunction with other Federal Departments or the [/:Identify as a "Province" or "Territory"], audit or cause to have audited the accounts and records of the [/:Identify as a "Province" or "Territory"] and any Agency at any time during the term of this Agreement or within seven (7) years of the termination or expiry of this Agreement, in order to:

1. assess or review the compliance of the [/:Identify as a "Province" or "Territory"] with the terms and conditions of this Agreement;
2. review the program management and financial control practices of the [/:Identify as a "Province" or "Territory"] in relation to this Agreement; or
3. confirm the integrity of any data which has been reported by the [/:Identify as a "Province" or "Territory"] pursuant to this Agreement.

7.2 Scope and Timing of Audit of Accounts and Records

7.2.1 The scope, coverage and timing of any audit under subsection 7.1 (Canada May Audit Accounts and Records) will be determined by Canada in collaboration with the [/:Identify as a "Province" or "Territory"].

7.2.2 Any audit under subsection 7.1 will be carried out by auditors employed or contracted by Canada and, where the parties agree, by auditors employed or contracted by the [/:Identify as a "Province" or "Territory"].

7.3 Auditors' Access to Accounts, Records and Premises

7.3.1 In the event of an audit under subsection 7.1 (Canada May Audit Accounts and Records), the [/:Identify as a "Province" or "Territory"] shall, upon request:

1. provide to the auditors referred to in subsection 7.2 (Scope and Timing of Audit of Accounts and Records) all accounts and records of the [/:Identify as a "Province" or "Territory"] relating to this Agreement and to the Funding, including all original supporting documentation;
2. allow those auditors to inspect such accounts and records and, except where prohibited by law, to take copies and extracts of such accounts and records;
3. provide to those auditors such additional information as they may require with reference to such accounts and records;
4. provide all necessary assistance to those auditors, including providing them with access to the [/:Identify as a "Province" or "Territory"]'s premises; and
   
   [COMMENT]Insert "; and " at the end of (e) where the following paragraph 7.3.1 (f) is to be included. If not, insert a period at the end of (e).[/COMMENT]
5. direct any entity that has provided accounting or record-keeping services to the [/:Identify as a "Province" or "Territory"] to provide copies of those accounts and records to the auditors[; and] / [.]
   
   [COMMENT]Where the Province or Territory is required to provide financial reports independently audited in accordance with the RG, the following subparagraph 7.3.1 (f) is to be included.[/COMMENT]
6. where independent auditors are engaged under subsection 4.3 (Reporting), give consent to those independent auditors to allow access by Canada's auditors to working papers that support the opinion or disclaimer of opinion, as applicable, on Financial Reports.

7.4 Records Maintained under Other Funding Agreements

7.4.1 The accounts and records Canada may audit or cause to have audited under subsection 7.1 (Canada May Audit Accounts and Records) include records maintained under any previous agreement through which the federal government has provided funding to the [/:Identify as a "Province" or "Territory"] that, in the opinion of any auditor employed or contracted under subsection 7.2 (Scope and Timing of Audit of Accounts and Records), may be relevant to the audit.

7.5 No Limitation on Other Sections

7.5.1 Subsection 7.1 (Canada May Audit Accounts and Records) does not limit:

1. Canada's right to audit and evaluate under subsection 12.5 (Audit and Evaluation); or
2. the [/:Identify as a "Province" or "Territory"]'s obligations, if any, under subsection 4.3 (Reporting).

9.1 Parties Will Meet

9.1.1 Without limiting any remedy or other action Canada may take under this Agreement, in the event the [/:Identify as a "Province" or "Territory"] is in default, the parties will communicate or meet to review the situation.

9.2 Action Canada May Take

9.2.1 In the event the [/:Identify as a "Province" or "Territory"] is in default under this Agreement, Canada may take one or more of the following actions as may reasonably be necessary, having regard to the nature and extent of the default:

1. withhold any funds otherwise payable under this Agreement;
2. require the [/:Identify as a "Province" or "Territory"] to take any other reasonable action necessary to remedy the default;
3. take such other reasonable action as Canada deems necessary, including any remedies which may be set out in any Schedule; or
4. terminate this Agreement.

9.3 Where Reporting Requirements Are Not Met

9.3.1 Without limiting remedies available to Canada set out in subsection 9.2 (Action Canada May Take), Canada may withhold Funding otherwise payable under this Agreement if Financial Reports, or any other report to be submitted under subsection 4.3 (Reporting), are not provided by the [/:Identify as a "Province" or "Territory"] to Canada as required under this Agreement or the corresponding clauses in its predecessor, if any. Subject to section 5.0 (Amounts Owing to Canada), any amounts so withheld must be paid by Canada to the [/:Identify as a "Province" or "Territory"] within forty-five (45) days of Canada's acceptance of subsequently submitted reports.

10.1 Procedures

10.1.1 In the event that a dispute arises from or is related to this Agreement, the parties agree to attempt to resolve the dispute through negotiation or through another alternate dispute resolution process to which the parties agree and set out in writing.

10.1.2 Any exchanges between the parties in any negotiation or other alternate dispute resolution process under this section will not be admissible in any legal proceedings unless otherwise required by law. However, evidence that is independently admissible or discoverable will not be rendered inadmissible or non-discoverable by virtue of its use during that process.

10.2 Exceptions and Limitations

10.2.1 Disputes arising as a result of any of the following matters will not be dealt with under the dispute resolution process provided in subsection 10.1 (Procedures):

1. budget decisions of the [/:Identify as a "Province" or "Territory"] that are consistent with the terms and conditions of this Agreement;
2. the amount of Funding provided by Canada; and
3. an audit or evaluation under section 7.0 (Access by Canada to Records) or subsection 12.5 (Audit and Evaluation).

10.2.2 No procedure under subsection 10.1 (Procedures) will suspend or delay a decision by Canada that the [/:Identify as a "Province" or "Territory"] is in default or any action taken by Canada under section 9.0 (Remedies on Default) or subsection 3.2 (Funding Subject to Appropriations and Departmental Funding Authorities).

11.1 Parties May Terminate

11.1.1 Without limiting subsection 3.2 (Funding Subject to Appropriations and Departmental Funding Authorities) or Canada's right to terminate under subsection 9.2 (Action Canada May Take), this Agreement may be terminated by either party upon written notice to the other party, stipulating the reason for termination, provided that before any such termination can become effective:

1. the parties exhaust any dispute resolution process initiated under section 10.0 (Dispute Resolution); and
2. the parties agree on a time frame to terminate the Agreement in a manner that will not jeopardize the administration and delivery of the programs, services and activities for which Funding is provided.

11.2 When Parties Terminate

11.2.1 In the event of the termination of this Agreement:

[COMMENT]Where the Province or Territory is required to provide financial reports in accordance with the RG, the following subparagraph 11.2.1 (a) is to be included. If subparagraph 11.2.1 (a) is deleted, please readjust the following subparagraphs accordingly.[/COMMENT]

1. the [/:Identify as a "Province" or "Territory"] shall provide CIRNAC with Financial Reports within one hundred and twenty (120) days of the date of termination;
2. without limiting any other obligation under this Agreement to reimburse amounts to Canada, the [/:Identify as a "Province" or "Territory"] shall reimburse to Canada any unexpended Funding transferred to the [/:Identify as a "Province" or "Territory"], up to the termination date of this Agreement, unless the [/:Identify as a "Province" or "Territory"] and Canada agree otherwise in writing;
3. subject to Canada's right to set off any amount owing to Canada under this Agreement, Canada shall pay to the [/:Identify as a "Province" or "Territory"] any monies owed to the [/:Identify as a "Province" or "Territory"], up to the termination date of this Agreement, unless the [/:Identify as a "Province" or "Territory"] and Canada agree otherwise in writing; and
4. the [/:Identify as a "Province" or "Territory"] shall fulfill any other obligation relating to termination set out in any Schedule.

12.1 Schedules

12.1.1 The following Schedules are attached to and form part of this Agreement:

• Schedule - 1: Program/Service Budgets, Authorities and Schedule of Monthly Payments Plan
• Schedule - 2: Funding (Set, Fixed, Flexible and Grant)
• Schedule - 3: Funding: Delivery Requirements and Funding Adjustment Factors
• Schedule - 4: Schedule of Reporting Requirements and Due Dates
• Schedule OFD-1 Insert Other Federal Departments Name Terms and Conditions, where applicable

12.2 Entire Agreement

12.2.1 This Agreement constitutes the entire agreement between the parties and supersedes all previous negotiations, agreements, commitments, and writing in relation to the subject matter of this Agreement.

12.2.2 This Agreement is binding upon the parties and their respective administrators and successors.

12.3 Amendments

12.3.1 Subject to subsection 3.2 (Funding Subject to Appropriations and Departmental Funding Authorities), subsection 3.3 (Notice of Budget Adjustment (NOBA)), 3.4 (Formula-based or Factor-based Funding Adjustment), paragraph 4.3.4 (Reporting), subsection 3.2 (Adjustment of Amounts Allocated by Period) of Schedule - 2, and subsection 3.3 (Where Amounts are Not Allocated by Period) of Schedule - 2, a written amending agreement signed by both parties is required to amend this Agreement.

12.4 Effect on Relationship of Parties

12.4.1 Nothing in this Agreement creates or is intended to create an agency, association, employer-employee, or joint venture relationship between the [/:Identify as a "Province" or "Territory"] and Canada, and the [/:Identify as a "Province" or "Territory"] shall not represent otherwise.

12.5 Audit and Evaluation

12.5.1 Upon request or with agreement of the [/:Identify as a "Province" or "Territory"], any Federal Department may, individually or in conjunction with other Federal Departments or the [/:Identify as a "Province" or "Territory"], at any time during the term of this Agreement or within seven (7) years of its expiry or termination, carry out one or more audits or evaluations of the effectiveness of any or all of the programs, services and activities funded under this Agreement, including those programs, services and activities provided, in whole or in part, by Agencies, or of the management practices of the [/:Identify as a "Province" or "Territory"] in relation to this Agreement. In the event of one or more such audits or evaluations, the [/:Identify as a "Province" or "Territory"] shall cooperate in the conduct of any such audit or evaluation and provide the auditors or evaluators such information as they require. The [/:Identify as a "Province" or "Territory"] shall maintain accounting documentation regarding all Funding provided by CIRNAC and other Federal Departments in a manner that will allow for audit.

12.6 Headings

12.6.1 Descriptive headings are inserted solely for convenience of reference and do not form part of this Agreement.

12.7 Waiver

12.7.1 No provision of this Agreement and no event of default by either party of any provision of this Agreement will be deemed to have been waived unless the waiver is in writing and signed by the other party.

12.7.2 The waiver by a party of default by the other party or of any provision of this Agreement will not be deemed to be a waiver of any subsequent default by the other party or of the same or any other provision of this Agreement.

12.8 Conflict of Interest Provisions Regarding Federal Officials

12.8.1 No member of the House of Commons or the Senate of Canada will be admitted to any share or part of this Agreement or to any benefit arising from it.

12.8.2 No individual for whom the post-employment provisions of the Conflict of Interest Act, the Conflict of Interest and Post-Employment Code for Public Office Holders, the Values and Ethics Code for the Public Sector, the Values and Ethics Code for the Public Service, the Policy on Conflict of Interest and Post-Employment, or the values and ethics code of any Federal Department apply will derive any direct benefit from this Agreement unless that individual is in compliance with the applicable post-employment provisions.

12.9 Public Disclosure

12.9.1 Without limiting any right, obligation or capacity of Canada to disclose information, Canada may publicly disclose: the name and address of the [/:Identify as a "Province" or "Territory"]; the amount of Funding; and the nature of any programs, services and activities for which Funding is provided; and reports on evaluation, audits and other reviews related to the Agreement.

12.10 Legislation and Government Publications

12.10.1 All references throughout this Agreement to legislation and particular government publications are deemed to refer to the legislation and government publication in force or issued at the effective date of this Agreement, and include any subsequent amendments or replacements thereof, as the case may be.

12.10.2 Canada will publish a Reporting Guide for each Fiscal Year no later than 90 days before the Fiscal Year begins. Canada may amend a Reporting Guide during the Fiscal Year to which it applies only if the amendment arises from a requirement of the Treasury Board of Canada. Canada will promptly inform the [/:Identify as a "Province" or "Territory"] of any such amendment.

[COMMENT]The following optional section 13.0 can be removed where Program or Region determines, based on results of risk assessment, that the exclusion of this section is necessary.[/COMMENT]

1.0 Interpretation

1.1 In this Schedule: Where more than one Federal Department provides Funding, all references to Schedule - 1 in this Schedule mean those parts of Schedule - 1 that refer to Funding provided by CIRNAC.

2.0 Amount of Funding

2.1 Subject to the terms and conditions of this Agreement, in each Fiscal Year, CIRNAC shall transfer to the [/:Identify as a "Province" or "Territory"] Funding up to the amounts set out in Schedule - 1 for Set, Fixed, Flex or Grant Funding for that Fiscal Year.

3.0 Payments

4.0 Expenditures and Unexpended Funding

5.0 Set Funding

5.1 The [/:Identify as a "Province" or "Territory"] may only expend Set Funding:

1. for each of the Activities for which it is allocated in Schedule - 1 under the heading Set Funding (or SET) or reallocated in accordance with this section;
2. in accordance with the terms and conditions of this Agreement for those Activities, including those set out in the Delivery Requirements; and
3. during the Fiscal Year in which the annual amount of the Set Funding is payable by Canada.

5.2 The [/:Identify as a "Province" or "Territory"] may, with the written agreement of Canada, reallocate any Set Funding among any Functional Areas within the same Budget Area according to Schedule - 1 during the same Fiscal Year.

5.3 The [/:Identify as a "Province" or "Territory"] shall immediately notify Canada in writing during a Fiscal Year if it anticipates having unexpended Set Funding for that Fiscal Year.

5.4 If, at the end of a Fiscal Year and following any reallocation permitted in this section, the [/:Identify as a "Province" or "Territory"] has not expended all Set Funding as allocated for each Activity for that Fiscal Year, the [/:Identify as a "Province" or "Territory"] shall repay the unspent amount to Canada. If Cost-sharing applies to the Activity, the [/:Identify as a "Province" or "Territory"] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount from all sources.

5.5 Subject to the funding provisions of this Agreement, Canada shall reimburse to the [/:Identify as a "Province" or "Territory"] any shortfall in Set Funding for any Activity that is described in the Delivery Requirements as being subject to full reimbursement.

6.0 Fixed Funding

6.1 The [/:Identify as a "Province" or "Territory"] may only expend Fixed Funding:

1. for each of the Activities for which it is allocated in Schedule -1 under the heading Fixed Funding (or FIXED) or reallocated in accordance with this section; and
2. in accordance with the terms and conditions of this Agreement for those Activities, including those set out in the Delivery Requirements.

6.2 Unless Schedule - 3 provides otherwise, the [/:Identify as a "Province" or "Territory"] may reallocate any Fixed Funding for a Budget Activity set out in Schedule - 1, among any Functional Areas of that Budget Activity during a Fiscal Year, provided that the Activities corresponding to those Functional Areas are delivered in that Fiscal Year.

6.3 Subject to subsection 6.4, if the [/:Identify as a "Province" or "Territory"] has not expended all Fixed Funding that is allocated or has been reallocated for an Activity for that Fiscal Year, the [/:Identify as a "Province" or "Territory"] shall repay the unspent amount to Canada. If Cost-Sharing applies to the Activity, the [/:Identify as a "Province" or "Territory"] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount.

6.4 Subject to paragraph 11.2.1 of the main body of this Agreement, the [/:Identify as a "Province" or "Territory"] may retain and spend any unexpended Fixed Funding from a Fiscal Year in respect of an Activity ("unspent amount") in accordance with this section.

1. For a Fiscal Year other than the final Fiscal Year, where the Delivery Requirements for the Activity in respect of which there is an unspent amount have not been completed in the Fiscal Year for which that amount was provided, the [/:Identify as a "Province" or "Territory"] may retain and spend that amount in the following Fiscal Year if the following conditions are met:
   1. the [/:Identify as a "Province" or "Territory"] spends the unspent amount on the same Activity or on an Activity that is similar to and has the same purpose as the Activity for which the Fixed Funding was provided; and
   2. the unspent amount is used before the earlier of:
      1. the expiry or termination of this Agreement, and
      2. any date that was communicated in writing by Canada to [/:Identify as a "Province" or "Territory"], prior to or when the Agreement was signed or amended, beyond which date an unspent amount may not be retained for a time-limited Activity such as a project or initiative;
   3. the [/:Identify as a "Province" or "Territory"] reports on its expenditure of the unexpended Fixed Funding in accordance with the Reporting Guide.
2. Where all Delivery Requirements for the Activity in respect of which there is an unspent amount have been completed in the Fiscal Year for which that amount was provided, the [/:Identify as a "Province" or "Territory"] may retain and spend that amount in the following Fiscal Year or within 1 year after the expiry of this Agreement if that is the year following the accumulation of the unspent amount, if the following conditions are met:
   1. the [/:Identify as a "Province" or "Territory"] spends the unspent amount on:
      1. an Activity that is similar to and has the same purpose as the Activity for which the Fixed Funding was provided; or
      2. a different Activity in accordance with a plan for expenditure for the unspent amount that is submitted by the [/:Identify as a "Province" or "Territory"] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to the [/:Identify as a "Province" or "Territory"].
   2. the [/:Identify as a "Province" or "Territory"] reports on its expenditure of the unexpended Fixed Funding in accordance with the Reporting Guide.

7.0 Flexible Funding

7.1 The [/:Identify as a "Province" or "Territory"] may only expend Flexible Funding:

1. for each of the Activities for which it is allocated in Schedule - 1 under the heading Flexible Funding (or FLEX) or reallocated in accordance with this section; and
2. in accordance with the terms and conditions of this Agreement for those Activities including those set out in the Delivery Requirements.

7.2 Unless Schedule - 3 provides otherwise, the [/:Identify as a "Province" or "Territory"]may reallocate any Flexible Funding among any other Functional Areas that have Flexible Funding that falls under the same Program Inventory (and within the same Program Service Area) according to Schedule - 1, during a Fiscal Year provided that all Mandatory Activities, funded by Flexible Funding, are delivered in that Fiscal Year.

7.3 Subject to paragraph 11.2.1 of the main body of this Agreement, if at the end of a Fiscal Year other than the final Fiscal Year, the [/:Identify as a "Province" or "Territory"] has not expended all Flexible Funding for that Fiscal Year, the [/:Identify as a "Province" or "Territory"] may retain the unspent amount for expenditure in a subsequent Fiscal Year in accordance with this section, if the following conditions are met:

1. the [/:Identify as a "Province" or "Territory"] expends the unexpended Flexible Funding:
   1. on an Activity that is the same or similar to and has the same purpose as the Activity for which the Flexible Funding was provided; or
   2. in accordance with a plan for expenditure of the unexpended Flexible Funding that is submitted by the [/:Identify as a "Province" or "Territory"] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to the [/:Identify as a "Province" or "Territory"];
2. the unexpended Flexible Funding is used before the earlier of:
   1. the expiry or termination of this Agreement, and
   2. any date that was communicated in writing by Canada to the [/:Identify as a "Province" or "Territory"], prior to or when the Agreement was signed or amended, beyond which date an unspent amount may not be retained for a time-limited Activity such as a project or initiative;
3. the [/:Identify as a "Province" or "Territory"] reports on its expenditure of the unexpended Flexible Funding in accordance with the Reporting Guide.

7.4 Subject to subsection 7.3, following any reallocation permitted in this section, the [/:Identify as a "Province" or "Territory"] shall repay any unexpended Flexible Funding following the earlier of the expiry or termination of this Agreement, and any date that was communicated in writing by Canada to the [/:Identify as a "Province" or "Territory"], prior to or when the Agreement was signed or amended, beyond which date an unspent amount may not be retained for a time-limited Activity such as a project or initiative. If Cost-sharing applies to the Activity, the [/:Identify as a "Province" or "Territory"] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount from all required sources.

8.0 Survival

8.1 All sections in section 4.0 (Expenditure and Unexpended Funding), except subsection 4.1 (Eligible Expenditures), of this Schedule survive the expiry or termination of this Agreement.

9.0 Grant Funding

9.1 The [/:Identify as a "Province" or "Territory"] may only expend the Grant Funding for the Activities for which it is allocated in Schedule - 1 under the heading Grant Funding.

9.2 Subject to subparagraph 11.2.1(b) of the main body of this Agreement, the [/:Identify as a "Province" or "Territory"] may retain any unexpended Grant Funding in a subsequent Fiscal Year and after the expiry of this Agreement.

9.3 If at any time, the [/:Identify as a "Province" or "Territory"] no longer meets Canada's eligibility requirements for Grant Funding for any Activity, Canada may require the [/:Identify as a "Province" or "Territory"] to repay to Canada up to the full amount of the Grant Funding paid to the [/:Identify as a "Province" or "Territory"] for that Activity of the Grant Funding.