Comprehensive Funding Agreement (with 10-year grant) 2021-2022

1 Duration

1.1 This Agreement will be in effect from [/:AgreementEffectiveDate] (the "effective date") and will expire on [/:AgreementExpirationDate] (the "expiry date"), unless terminated earlier or shortened or extended by amendment.

2 Objective

2.1 The purpose of this Agreement is for Canada to provide the Funding to [/:Name] for the delivery of the Activities in the community or communities that it serves.

3 Responsibility

3.1 Each party shall carry out its respective rights and obligations in accordance with the terms of this Agreement and applicable laws.

4 Relationship

4.1 The parties shall implement this Agreement in a spirit of cooperation and in good faith but each party shall act on its own behalf and not on behalf of the other party.

4.2 Nothing in this Agreement creates or is to be construed as creating a joint venture, legal partnership, service contract or principal and agent relationship between the parties, and neither party will represent itself to any third party as acting on behalf of the other, as being a joint-venturer, legal partner, a service procurer, service contractor, principal, agent or delegate of the other party.

[COMMENT]If the party receiving funding wishes to include a reference to Non-Derogation, it may choose to include any or all of the following clauses 5.1 (a) to (d)[/COMMENT]

5 Non- Derogation

5.1 Nothing in this Agreement will be construed to diminish, abrogate, derogate from, or prejudice any treaty or Aboriginal rights of [/:Name] and nothing in this Agreement will:

1. prejudice whatsoever any applications, negotiations or settlements with respect to land claims or land entitlement between the Crown and [/:Name];
2. prejudice whatsoever the implementation of the inherent right to self-government nor prejudice in any way negotiations with respect to self-government involving [/:Name];
3. be construed as modifying any existing treaty; or
4. be construed to create a treaty within the meaning of the Constitution Act, 1982.

[COMMENT]If the party receiving funding is a Tribal Council and wishes to include a reference to Non-Derogation, it may choose to include any or all of the following clauses 5.1 (a) to (d). Please insert the Member First Nation legal names into the MemberFirstNation(s)LegalName.[/COMMENT]

5 Non- Derogation

5.1 Nothing in this Agreement will be construed to diminish, abrogate, derogate from, or prejudice any treaty or Aboriginal rights of the [/:MemberFirstNation(s)LegalName] and nothing in this Agreement will:

1. prejudice whatsoever any applications, negotiations or settlements with respect to land claims or land entitlement between the Crown and the [/:MemberFirstNation(s)LegalName];
2. prejudice whatsoever the implementation of the inherent right to self-government nor prejudice in any way negotiations with respect to self-government involving the [/:MemberFirstNation(s)LegalName];
3. be construed as modifying any existing treaty; or
4. be construed to create a treaty within the meaning of the Constitution Act, 1982.

[COMMENT]If the party receiving funding is a corporation or society and wishes to include a reference to Non- Derogation, it may choose to include any or all of the following clauses 5.1 (a) to (d). Please insert the insert host First Nation(s) legal name into the HostFirstNation(s)LegalName.[/COMMENT]

5 Non-Derogation

5.1 Nothing in this Agreement will be construed to diminish, abrogate, derogate from, or prejudice any treaty or Aboriginal rights of the [/:HostFirstNation(s)LegalName] and nothing in this Agreement will:

1. prejudice whatsoever any applications, negotiations or settlements with respect to land claims or land entitlement between the Crown and the [/:HostFirstNation(s)LegalName];
2. prejudice whatsoever the implementation of the inherent right to self-government nor prejudice in any way negotiations with respect to self-government involving the [/:HostFirstNation(s)LegalName];
3. be construed as modifying any existing treaty; or
4. be construed to create a treaty within the meaning of the Constitution Act, 1982.

[COMMENT]If the party receiving funding does not wish to include a reference to Non-Derogation, include the following.[/COMMENT]

6 Funding

6.1 Subject to the terms and conditions of this Agreement, Canada shall transfer the Funding to [/:Name] in accordance with the Schedule of periodic payments set out in Schedule 4.

6.2 The parties acknowledge that, if this is a multi-year agreement, not all of the Funding for the full term of this Agreement may be set out in Schedule 4 at any given time. Funding for subsequent Fiscal Years may be determined or adjusted annually in accordance with the formulas or adjustment factors set out in Schedules 5 and 6, or other amendment process. Amendments to Schedule 4 for this purpose may be made by way of a Notice of Budget Adjustment (NOBA) or other amendment process.

7 Notice of Budget Adjustment (NOBA)

7.1 Canada may, by NOBA, amend Schedule 4 in order to adjust the Funding and/or periodic payments for one or more Fiscal Years.

7.2 A NOBA will be signed by Canada, set out the details of the Funding changes and contain an amended Schedule 4 for this Agreement.

7.3 A NOBA may not:

1. reduce overall Funding except according to an adjustment factor or formula set out in Schedules 5 and 6; or
2. modify the terms and conditions of this Agreement, except as provided for in subsection 7.1.

[COMMENT]Include the following section when more than one Federal Department contributes any of the Funding under this Agreement. Otherwise select the following ''Intentionally Omitted'' section.[/COMMENT]

8 Multiple Departments

8.1 Canada's rights and obligations under this Agreement may be carried out by any Federal Department.

9 Funding Subject to Appropriations and Departmental Funding Authorities

9.1 The payment of any Funding is subject to there being an appropriation for the Fiscal Year in which the payment is to be made. Notwithstanding any other provision of this Agreement, Canada may reduce or cancel the Funding in the event that departmental funding levels of any Federal Department are changed by Parliament during the term of this Agreement.

9.2 In the event that 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, Canada may adjust or cancel the Funding accordingly.

9.3 Where Set Funding, Fixed Funding or Flexible Funding is to be reduced or cancelled under subsection 9.2, Canada shall provide at least 60 days prior notice to [/:Name]. This notice will specify the Activities, the Fiscal Year(s) and amounts in respect of which any such Funding will be reduced or cancelled.

9.4 Where any Block Funding, Grant Funding or NFR Grant Funding is to be reduced or cancelled under subsection 9.2 Canada shall provide at least 1 year's prior notice to [/:Name].

10 Exceptional Circumstances

10.1 If exceptional circumstances occur during the term of this Agreement which were not reasonably foreseeable at the date this Agreement came into effect and which have a significant impact on [/:Name]'s ability to fulfill the terms and conditions of this Agreement, [/:Name] may return to the Federal Department that provides Funding for the Activity affected by the exceptional circumstances to request changes to the level of Funding for the affected Activity. If a Federal Department agrees to change the level of Funding, this Agreement will be amended accordingly.

11 Deficits

11.1 [/:Name] shall be responsible for any expenditure it makes in excess of the Funding.

[COMMENT]If another Federal Department will be the one receiving reports, change ISC to that Department. Also make the same change in 12.7 to align so that the Department receiving reports may deliver a copy to the others.[/COMMENT]

12 Reports and Records

12.1 [/:Name] shall prepare and submit to ISC all reports listed in Schedule 7 for each Fiscal Year in accordance with the requirements for each report set out in the Reporting Guide for that Fiscal Year.

12.2 If this Agreement covers more than one Fiscal Year, Canada may, on or before the start of each Fiscal Year, issue a new Schedule 7 for that Fiscal Year.

12.3 Canada shall publish the Reporting Guide no later than 90 days before the start of each Fiscal Year. Canada may amend the Reporting Guide during a Fiscal Year for the same Fiscal Year only if the amendment arises from a Treasury Board requirement. Canada shall promptly notify [/:Name] of any such amendment.

12.4 Subject to any statutory obligations that may apply to [/:Name], Canada may, by notice to [/:Name], extend the deadline for the receipt of any reports if [/:Name] provides notice before the applicable due dates of circumstances beyond [/:Name]'s control preventing [/:Name] from meeting the deadlines. Such a notice may only change the reporting date and no other reporting requirements, will be signed by Canada and will amend this Agreement in accordance with its terms.

12.5 [/:Name] shall retain all original financial and non-financial accounts and records, in paper or electronic form, that relate to the Activities and use of Funding under this Agreement, including accounts and records that are required to prepare reports under this Agreement, for a period of 7 years following the end of the last Fiscal Year to which the records relate. Such records, whether kept in paper or electronic form, must be organized, complete, legible and accessible.

12.6 If [/:Name] is required to provide Consolidated Audited Financial Statements as indicated in Schedule 7, [/:Name] shall have its yearly financial reports audited by an independent auditor who is recognized in the Province or Territory in which [/:Name] has its administrative offices. [/:Name] shall notify Canada of the appointment of the auditor at least 2 weeks before the end of the Fiscal Year covered by the audited financial reports. The notice must authorize Canada to release revenue and trust information to the auditor for purposes of completing the Consolidated Audited Financial Statements.

[COMMENT]If other Federal Departments join the Agreement, and if the recipient agrees that they may receive the reports listed in 12.7, then add those departments to the list of whom ISC may deliver copies after "CIRNAC". If another Department receives funds as indicated above in 12.1, change ISC to that Department to align[/COMMENT]

12.7 ISC may deliver a copy of [/:Name]'s Consolidated Audited Financial Statements, together with all other financial reporting required under the Reporting Guide, to [/:OtherDepartment(s)ReceivingReports]. [/:PrimaryDepartmentReceivingReports] shall not provide a copy of such statements or reports to any other Federal Department or any third party except where agreed to in writing by [/:Name] or where authorized or permitted by law.

13 Contracting-Out and Delegation

13.1 Subject to the other provisions of this section, either party may contract-out or delegate any of its functions or obligations under this Agreement to any third party, including any contractor, delegate or agent and, in the case of [/:Name], an Agency. The parties acknowledge that they will remain responsible to the other for the performance of all such contracted or delegated matters.

13.2 If either party wishes to contract-out or delegate all or a substantial part of its functions or obligations under this Agreement to a third party or Agency, it shall: (i) enter into an agreement with the third party or Agency for that purpose; (ii) ensure that the third party or Agency complies with all requirements of this Agreement on its behalf; and (iii) make the agreement available to the other party upon request, subject to applicable laws.

[COMMENT]If the party receiving funding is a First Nation, include the following text.[/COMMENT]

13.3 Where statutory authority to act on behalf of a Federal Department is delegated to [/:Name], as in the case of delegated authority under sections 53 or 60 of the Indian Act to administer lands, [/:Name] shall not delegate any of that authority.

[COMMENT]Choose one of the following for section 14[/COMMENT]

[COMMENT] If the recipient may not further distribute the funding to Sub-Recipients insert the following[/COMMENT]

14 Intentionally Omitted

[COMMENT] The following subsections are to be included where the Recipient may further distribute funding under this Agreement to Sub-Recipients[/COMMENT]

14 Distributed Payments to Sub-Recipients

14.1 In this section,

"AMF" means [/:Name]'s accountability and management framework described in section 14.3.

"Sub-Recipient" means any entity other than [/:Name] to which [/:Name] further distributes Funding to enable that entity to deliver Sub-Recipient Activities.

"Sub-Recipient Activity" means any program, service, activity, initiative or project delivered by a Sub-Recipient that: (i) is consistent with a Delivery Requirement in respect of which any amount of the Funding is further distributed by [/:Name] under this section; and (ii) is undertaken by a Sub-Recipient in accordance with a Sub-Recipient Agreement.

"Sub-Recipient Agreement" means an agreement entered into between [/:Name] and a Sub-Recipient in accordance with section 14.4.

14.2 [/:Name] may further distribute Funding to one or more Sub-Recipients to undertake Sub-Recipient Activities in accordance with: (i) this section; and (ii) its AMF.

14.3 Accountability and Management Framework: If [/:Name] provides funding to Sub-Recipients under this section, it shall prepare and implement an AMF that is shared with, and acceptable to, Canada. The AMF must set out:

1. a description of the distributed payments system to be used by [/:Name] with Sub-Recipients that is consistent with section 14.4;
2. a description of the Sub-Recipient Activities;
3. a description of the eligible class or classes of Sub-Recipients;
4. a clear, transparent, and open decision-making process regarding the selection of Sub-Recipients, and a redress system for complaints regarding decisions of [/:Name] relating to Sub-Recipients or other entities that applied for funding from [/:Name];
5. a statement of: (i) the amount of the Funding that will be distributed to Sub-Recipients; and (ii) the amount of administrative expenses [/:Name] expects to incur that is consistent with any administrative expense provisions in the Delivery Requirements for the Activities in question; and
6. performance expectations related to [/:Name]'s distributed payments system.

14.4 Agreements with Sub-Recipients: If [/:Name] provides funding to Sub-Recipients under this section, it shall use written agreements between it and each Sub-Recipient that must contain, at a minimum, terms setting out:

1. identification of the Sub-Recipient (proper legal name and address);
2. the effective date and duration of the agreement;
3. a description of the Sub-Recipient Activities to be undertaken by the Sub-Recipient;
4. the amount of funding to be provided by [/:Name] to the Sub-Recipient and a funding schedule;
5. eligible expenses for which the funding may be used;
6. that the Sub-Recipient is responsible for the Sub-Recipient Activities, and that the Sub-Recipient acts on its own behalf and not on behalf of, or as an agent, contractor, or delegate of [/:Name];
7. the financial and non-financial conditions on the funding;
8. a requirement for the Sub-Recipient to repay to [/:Name] any amount of funding that is provided to the Sub-Recipient that is: (i) not accounted for by the Sub-Recipient; (ii) not used in accordance with the Sub-Recipient Agreement; or (iii) an overpayment or any other amount that is repayable to [/:Name] under the Sub-Recipient Agreement;
9. the reporting and any evaluation obligations of the Sub-Recipient to [/:Name] in respect of its Sub-Recipient Activities and the use of the funding provided. Reporting obligations must provide [/:Name] with reports in a manner and at intervals that allow [/:Name] to comply with its reporting and record-keeping obligations under this Agreement;
10. the audit and enforcement rights of [/:Name] sufficient to ensure accountability for the distributed funding. Enforcement rights of [/:Name] must include all steps that can be taken by [/:Name] to address a Sub-Recipient default, including discussions, dispute resolution processes, remediation plans, withholding of funds by [/:Name], and termination or enforcement of the Sub-Recipient Agreements;
11. a right for [/:Name] to provide copies of: (i) the Sub-Recipient Agreement; and (ii) any review, evaluation or audit reports under that agreement, to Canada; and
12. Canada's role in providing the Funding that is used for the distributed payments to Sub-Recipients, and that the Sub-Recipient is not a funding recipient, contractor or agent, or partner of Canada.

14.5 Monitoring and Audit of Sub-Recipient Agreement: [/:Name] shall exercise due diligence in the administration of its Sub-Recipient Agreements. Without limiting the generality of the foregoing, in exercising due diligence, [/:Name] shall:

1. furnish the Sub-Recipient with such advice and support as the Recipient deems appropriate to assist Sub-Recipients to better realize the objectives of the Sub-Recipient Agreements.
2. undertake periodic audits or inspections of financial records, as appropriate, to verify that costs claimed under Sub-Recipient Agreements were incurred in accordance with those agreements;
3. where there is a breach of a Sub-Recipient Agreement by a Sub-Recipient, take appropriate steps and, if necessary, enforcement measures; and
4. make all reasonable efforts to recover any amount of the distributed funding that is repayable by a Sub-Recipient.

14.6 Reporting to Canada: When [/:Name] provides funding to Sub-Recipients under this section it shall provide Canada upon request with:

1. a copy of its AMF and any evaluations and performance reports relating to its distributed payments system; and
2. copies of all Sub-Recipient Agreements, and any evaluation or audit reports relating to such agreements.

15 Environmental Obligations

15.1 [/:Name] and Canada shall cooperate to ensure that, with respect to any Activity to be undertaken by [/:Name] with any of the Funding, all applicable requirements of the Impact Assessment Act and any other applicable environmental laws will be followed.

16 Indemnification

16.1 [/:Name] shall indemnify and save harmless the Crown, her Ministers, officers, employees, agents, successors and assigns from and against all claims, liabilities, and demands arising directly or indirectly from any acts or omissions of [/:Name] or of any of its employees or agents in respect of, or resulting from: (i) [/:Name]'s performance or non-performance of its obligations under this Agreement; or (ii) [/:Name] entering into any loan, capital lease or other long term obligation.

16.2 Canada shall save harmless and indemnify [/:Name] from and against all claims, liabilities and demands arising directly or indirectly from any breach of this Agreement by Canada.

17 Set-Off

17.1 Without limiting the scope of set-off or compensation rights available to the Crown at common law, under the Civil Code of Québec, under the Financial Administration Act, or otherwise, Canada may set-off or seek compensation against the Funding for:

1. any amount that is a debt due to the Crown for Contribution Funding and Grant Funding pursuant to section 16 of Schedule 2; and
2. any amount that [/:Name] owes to the Crown under legislation or any other agreement of any kind.

17.2 Where set-off or compensation by Canada against any of the Funding could create undue financial hardship for [/:Name] or jeopardize the health and safety of [/:CitizenOrMember]s, Canada may consider any written request or proposal from [/:Name] to enter into a debt acknowledgment and repayment agreement with Canada to amortize the set-off or compensation amount over time.

18 Dispute Resolution

18.1 Canada and [/:Name] shall attempt to negotiate a resolution to any disputes arising between them regarding the interpretation of a provision of this Agreement or the obligation of a party under this Agreement in a timely manner.

18.2 Canada and [/:Name] may agree to non-binding mediation to resolve any dispute. In such case, each party shall bear its own costs and bear equally the costs of any independent third party appointed to assist the parties to try to resolve the dispute.

19 Evaluation

19.1 Canada may, at any time during the term of this Agreement or within 7 years of its expiry or termination, carry out one or more evaluations of the effectiveness of this Agreement.

19.2 [/:Name] shall cooperate in the conduct of any such evaluation and provide Canada or its representatives such information as they require, including any records that are required to be retained under subsection 12.5.

20 Termination

20.1 Either party may terminate this Agreement by providing notice to the other party stipulating the reason for termination, provided that before any such termination can become effective:

1. the parties exhaust the dispute resolution process if relevant to the termination; and
2. the parties agree on a time frame to terminate the Agreement in a manner that will minimize impacts on [/:CitizenOrMember]s.

20.2 In the event of the termination of this Agreement:

1. [/:Name] shall provide Canada with Consolidated Audited Financial Statements for all Funding together with all schedules and reports as required by the Reporting Guide, or such parts of that financial reporting as specified by Canada, within 120 days of the date of termination;
2. subject to rights of set-off, Canada shall pay to [/:Name] any Funding owed to [/:Name] up to the termination date of this Agreement unless [/:Name] and Canada agree otherwise in writing;
3. without limiting any other obligation under this Agreement to repay amounts to Canada, [/:Name] shall repay to Canada any unexpended Funding up to the termination date of this Agreement, and within 120 days thereof, unless [/:Name] and Canada agree otherwise in writing; and
4. [/:Name] shall fulfill any other obligation relating to termination as set out in any Schedule.

21 This Agreement

21.1 This Agreement constitutes the entire agreement between the parties and supersedes all discussions, negotiations and commitments in relation to the subject matter of this Agreement which may have preceded the signing of this Agreement. For greater certainty, this clause does not supersede or affect any obligations of the parties in relation to other subject matter, including obligations arising under prior or other funding agreements between the parties.

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

• Schedule 1 - Definitions
• Schedule 2 - Contribution Funding (Set, Fixed, Flexible, Block) and Grant Funding
• [COMMENT]If NFR Grant[/COMMENT]
  Schedule 3 - NFR Grant Funding
• [COMMENT]If no NFR Grant, select Schedule 3 - Intentionally Omitted[/COMMENT]
  Schedule 3 - Intentionally Omitted
• Schedule 4 - Funding and Schedule of Payments
• Schedule 5 - Contribution Funding: Delivery Requirements and Funding Adjustment Factors
• [COMMENT]If NFR Grant, select Schedule 6[/COMMENT]
  Schedule 6 - NFR Grant: Eligibility Criteria, Sources of Funding and Funding Formula Adjustments
  
• [COMMENT]If no NFR Grant, select Schedule 6 - Intentionally Omitted[/COMMENT]
  Schedule 6 - Intentionally Omitted
• Schedule 7 - Reporting and Due Dates
• Schedule 8 - Management Action Plan, where applicable
• [COMMENT]Optional bullet: If additional federal departments (after ISC and CIRNAC) are participating include the following bullet.[/COMMENT]
  Schedule 9 - Additional Federal Departments - Funding Terms and Conditions

21.3 Descriptive headings in this Agreement are inserted solely for convenience of reference, do not form part of this Agreement, and are not to be used as an aid in the interpretation of this Agreement.

21.4 If the phrase "Intentionally Omitted" appears in this Agreement opposite a section number, it either means that the section, which is normally contained in other template forms of this Agreement, is not applicable to this Agreement or has been omitted by agreement. The enumeration of such a section is left intact in order to avoid re-numbering of this Agreement.

21.5 All rights and obligations of the parties which expressly, or by their nature, survive termination or expiry of this Agreement will survive unless and until they are fulfilled, or by their nature expire. Without limiting the generality of the foregoing, the following sections or subsections contain rights and obligations of the parties that may or will remain in effect after the termination or expiry of this Agreement:

1. Main body of this Agreement: 5 (Non-Derogation); 12 (Reports and Records); 13 (Contracting-out and Delegation); 14 (Distributed Payments to Sub-Recipients); 16 (Indemnification); 17 (Set-Off); 18 (Dispute Resolution); 19 (Evaluation); 20.2 (Termination - consequential terms); 30 (Intellectual Property); and
2. Schedule 2 Contribution and Grant Funding: any sections or subsections in sections 4-9 and 11-12 that concern spending or repayment of any Contribution Funding or Grant Funding that could apply following expiry of this Agreement; 12 (Reimbursement of Ineligible Expenditures); 14 (Default); 15 (Remedies on Default); 16 (Repayment); 18 (Audit); 21 (Where Reporting or Disclosure Requirements are not met); and
3. Schedule 3 – NFR Grant Funding: 3 (NFR Grant Funding - Use and Retention); 5.4 and, 6.1 (certain elements of mutual accountability); and 8 (Evaluation).

21.6 This Agreement will be interpreted in accordance with the laws of Canada and the applicable laws of the Province or Territory in which the Activities are undertaken or delivered.

21.7 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.

22 Amendments

22.1 All amendments to this Agreement are to be made in writing and signed by both parties, except in the following cases where Canada shall sign the notices alone: (i) a NOBA; (ii) a notice issuing a new Schedule 7 to update reporting requirements for a Fiscal Year under subsection 12.3; (iii) a notice to extend a reporting deadline under subsection 12.4; or (iv) a notice of acceptance for periodic payment changes under section 3.1 of Schedule 2.

23 Waiver

23.1 No provision of this Agreement and no event of default by [/:Name] or Canada of any provision of this Agreement will be deemed to have been waived unless the waiver is in writing and signed by the party waiving.

23.2 The waiver by a party of a 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.

24 Assignment

24.1 The parties may contract-out or delegate any of their obligations under this Agreement to a third party in accordance with section 13, but shall not assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

24.2 This Agreement is binding upon the parties and their respective administrators and successors and permitted assigns.

25 Lobbyists

25.1 [/:Name] represents and warrants that it and any person lobbying on its behalf to obtain Funding has been, is, and will continue to remain in compliance with the Lobbying Act.

25.2 [/:Name] represents and warrants that it has not and will not make any payment to any individual or entity that is in whole or in part contingent upon the solicitation of the Funding or the negotiating/signing of this Agreement or any amendment hereto.

26 Warranty of Authority

26.1 The parties confirm that they each have the authority and the capacity necessary to enter into this Agreement and that their representatives have the authority to enter into this Agreement on their behalf.

[COMMENT]If the party receiving funding is a Tribal Council or corporation, include the following text. If it is a society, contact Legal Services for drafting assistance[/COMMENT]

26.2 [/:Name] further represents and warrants that it has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and that it is duly incorporated and in good standing under the laws of Canada or of a Province or a Territory of Canada, and will remain in good standing at all times during the term of this Agreement.

27 Communications Related to Funding

27.1 Each party reserves the right to communicate to the public about this Agreement and the funded Activities by way of, but not limited to, announcements, interviews, speeches, press releases, publications, signage, websites, advertising and promotional materials. The timing of these communications will be at the discretion of the party giving the communication. However, the party giving the communication will notify the other party in advance of any significant public event or news release in order to provide to the other party an opportunity to participate in a joint announcement or in the development of joint communications materials.

28 Conflict of Interest Regarding Federal Officials

28.1 [/:Name] declares and shall ensure that:

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; and
2. no individual to whom 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 Act and all of the applicable codes and policies noted above.

29 Public Disclosure

29.1 Without limiting any right, obligation or capacity of Canada to disclose information, Canada may publicly disclose the name and address of [/:Name], the amount of Funding, the nature of the Activities for which Funding is provided, and any information relating to the Funding that the Reporting Guide states that Canada may publicly disclose.

30 Intellectual Property

30.1 All intellectual property that arises out of or under this Agreement will be owned by [/:Name] or a third party as may be set out in an agreement between [/:Name] and such third party.

30.2 [/:Name] hereby grants to Canada a non-exclusive, royalty-free, fully-paid, perpetual, worldwide, and irrevocable licence to exercise all intellectual property rights for any Crown purpose with respect to all:

1. activity, financial and evaluation reports and records and other records or communications related to the administration of this Agreement that are delivered by [/:Name] to Canada under this Agreement; and
2. intellectual property created or developed by or for [/:Name] in the course of implementing, providing or promoting Activities, and in which copyright subsists.

30.3 [/:Name] shall also fulfill any requirements relating to intellectual property set out in the Schedules and shall secure all necessary rights to give effect to the licences granted under this Agreement.

31 Provision of Federal Department Policies and Guidelines

31.1 Each Federal Department shall, upon request, provide to [/:Name] any publicly available policies or guidelines of that Federal Department that are relevant to the provision of any Funding or the exercise of Canada's rights and obligations under this Agreement. For greater certainty, in the event of any conflict between the terms of any such policy or guideline and this Agreement, the terms of this Agreement shall prevail.

32 Notices

32.1 Notices, requests, reports and documents referred to or required by this Agreement must be in writing and, unless notice to the contrary is given by the receiving party, shall be addressed to the receiving party at the following addresses:

1. Canada at:
   [Insert Address]
2. [/:Name] at:
   [Insert Address]

32.2 Notices, requests, reports and documents may be sent by any method of delivery or telecommunication and will be deemed to have been received: (i) by registered mail when the postal receipt is acknowledged by the receiving party; (ii) by facsimile or electronic mail when transmitted and receipt is confirmed; and (iii) by personal delivery, messenger or courier when delivered.

33 Execution

33.1 This Agreement is signed on behalf of [/:Name] and on behalf of Canada by their duly authorized representatives.

33.2 This Agreement may be signed in identical counterparts, each of which constitutes an original, and such counterparts taken together will constitute one agreement. The signatures of the parties need not appear on the same counterpart, and executed counterparts may be delivered by facsimile or in electronically scanned form by electronic mail.

[COMMENT]the following clause to be added where relevant. However, it is mandatory to use this clause where [/:Name] is delivering Activities in an area where there may be an impact on members of either official language group.[/COMMENT]

34 Official Languages

34.1 [/:Name] shall, when requested by Canada and in a manner both parties agree to that is consistent with applicable laws, provide any or all of the following in relation to the Activities under this Agreement in both of Canada's official languages (English and French): (i) information; (ii) signage; (iii) oral and written communications; (iv) services; and (v) opportunities for official language minorities to participate in functions related to the Activities.

[COMMENT]All Ministers showing in the header, should be repeated in the signature block. Insert only the Minister(s) in which the source of funding is originating and whose financial system in which the agreement is recorded (For example, if the agreement is in ISC GCIMS, the Minister of ISC must be named in the agreement, even if the initial source of funding comes from CIRNAC). For First Nation recipients, where they are required to submit Consolidated Audited Financial Statements, both the Minister of Indigenous Services and the Minister of Crown-Indigenous Relations must be listed on the agreement, unless the recipient is party to a comprehensive self-government agreement. If the agreement includes funding from both departments, the Minister of Indigenous Services representative must sign ISC's signature block(s) (Non-FNIHB or FNIHB), while the representative(s) of the Minister of Crown-Indigenous Relations and/or the Minister of Northern Affairs must sign CIRNAC's signature block(s). If the same person have the authority to sign for both departments, the signature blocks can be combined to have only one signature block for both departments referencing all Ministers included in the agreement. When the agreement involves OGDs (i.e. multi-departmental), insert the legal name of Minister(s) of other funding department(s).[/COMMENT]

1 Application

1.1 All Set, Fixed, Flexible, Block and Grant Funding will be provided subject to and in accordance with: (i) the main body of this Agreement; (ii) this Schedule; and (iii) the applicable terms of the other Schedules.

2 Formula-based or Factor-based Funding Adjustments

2.1 Where the amount of any Contribution Funding or Grant Funding will change in accordance with a predetermined adjustment factor or formula set out in Schedule 5, Canada shall, by NOBA or other amendment process, amend Schedule 4 accordingly.

3 Adjustment of Cash Flow

3.1 [/:Name] may request adjustment of any periodic payment set out in Schedule 4 for an Activity where it differs from its anticipated expenditures for the corresponding period. In this case, [/:Name] shall propose adjustments to that Schedule accordingly. Canada shall notify [/:Name] of acceptance or rejection of the proposed adjustments within 30 days of [/:Name]'s notification. Where Canada accepts the proposed adjustments, Canada shall issue a notice of acceptance or a NOBA containing the revised Schedule 4.

3.2 The total annual funding amount for an Activity set out in Schedule 4 may not be changed under subsection 3.1.

4 Set Funding

4.1 [/:Name] may only expend Set Funding:

1. for each of the Activities for which it is allocated in Schedule 4 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.

4.2 [/:Name] may, with the written agreement of Canada, reallocate any Set Funding among any Functional Areas within the same Budget Activity set out in Schedule 4 during the same Fiscal Year.

4.3 [/:Name] shall immediately notify Canada in writing during a Fiscal Year if it anticipates having unexpended Set Funding for that Fiscal Year.

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

4.5 Subject to the funding provisions of this Agreement, Canada shall reimburse to [/:Name] any shortfall in Set Funding for any Activity that is described in the Delivery Requirements as being subject to full reimbursement.

5 Fixed Funding

5.1 [/:Name] may only expend Fixed Funding:

1. for each of the Activities for which it is allocated in Schedule 4 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.

5.2 Unless section 8 or Schedule 5 provides otherwise, [/:Name] may reallocate any Fixed Funding for a Budget Activity set out in Schedule 4, 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.

5.3 Subject to subsection 5.4, if [/:Name] has not expended all Fixed Funding that is allocated or has been reallocated for an Activity for that Fiscal Year, [/:Name] shall repay the unspent amount to Canada. If Cost-Sharing applies to the Activity, [/:Name] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount.

5.4 Subject to paragraph 20.2(c) of the main body of this Agreement, [/:Name] 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, [/:Name] may retain and spend that amount in the following Fiscal Year if the following conditions are met :
   1. [/:Name] 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;
   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 [/:Name], 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. [/:Name] reports on its expenditure of the unexpended Fixed Funding in accordance with the Reporting Guide; and
   4. Any unspent amount from any Health Activities is not expended on any non-Health Activities and any unspent amount for any non-Health Activities is not expended on any Health Activities.
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, [/:Name] 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. [/:Name] 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 [/:Name] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to [/:Name].
   2. [/:Name] reports on its expenditure of the unexpended Fixed Funding in accordance with the Reporting Guide; and,
   3. Any unspent amount from any Health Activities is not expended on any non-Health Activities and any unspent amount for any non-Health Activities is not expend on any Health Activities.

6 Flexible Funding

6.1 [/:Name] may only expend Flexible Funding:

1. for each of the Activities for which it is allocated in Schedule 4 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.

6.2 Unless Schedule 5 provides otherwise, [/:Name] may reallocate any Flexible Funding as follows, provided that all Mandatory Activities, funded by Flexible Funding, are delivered in that Fiscal Year:

1. with respect to non-Health Activities, 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 4, during a Fiscal Year; and
2. with respect to Health Activities, among any Functional Areas that have Flexible Funding that falls under Program Service Areas with the same 3 letter prefix, irrespective of the Program Inventory, according to Schedule 4, during a Fiscal Year.

6.3 Subject to paragraph 20.2(c) of the main body of this Agreement, if at the end of a Fiscal Year other than the final Fiscal Year, [/:Name] has not expended all Flexible Funding for that Fiscal Year, [/:Name] may retain the unspent amount for expenditure in a subsequent Fiscal Year in accordance with this section:

1. With respect to non-Health Activities, if the following conditions are met:
   1. [/:Name] 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 [/:Name] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to [/:Name];
   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 [/:Name], 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. any unspent amount from any non-Health Activities is not expended on any Health Activities; and
   4. [/:Name] reports on its expenditure of the unexpended Flexible Funding in accordance with the Reporting Guide.
2. With respect to Health Activities, if the following conditions are met:
   1. [/:Name] expends the unexpended Flexible Funding among any Functional Areas that have Flexible Funding that falls under Program Service Areas with the same 3 letter prefix, irrespective of the Program Inventory;
   2. [/:Name] expends the unexpended Flexible Funding in accordance with a plan for expenditure of the unexpended Flexible Funding that is submitted by [/:Name] to Canada within 120 days after the end of that Fiscal Year and that Canada accepts by way of notice to [/:Name];
   3. 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 [/:Name], 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;
   4. any unspent amount from any Health Activities is not expended on any non-Health Activities; and
   5. [/:Name] reports on its expenditure of the unexpended Flexible Funding in accordance with the Reporting Guide.

6.4 Subject to subsection 6.3, following any reallocation permitted in this section, [/:Name] 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 [/:Name], 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, [/:Name] shall instead repay to Canada an amount, proportional to Canada's funding share, of the unspent amount from all required sources.

7 Block Funding

7.1 [/:Name] may only expend any Block Funding:

1. for the Activities under the heading Block Funding (or BLOCK) in Schedule 4 or 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 Subject to subsection 7.4, expenditures in a Fiscal Year for Activities funded by Block Funding will be against the aggregate of all annual amounts allocated in that Fiscal Year for those Activities.

7.3 Subject to subsection 7.4, and provided that Mandatory Activities, funded by Block Funding, are delivered in the relevant Fiscal Year, [/:Name] may expend Block Funding on any Activities funded by Set, Fixed, Flexible or Grant Funding during that Fiscal Year if [/:Name] submits a written plan to Canada for such expenditures and Canada accepts the plan by notice to [/:Name].

7.4 Block Funding allocated for any Health Activities may not be expended on any non-Health Activities, nor may any Block Funding allocated for any non-Health Activities be expended on any Health Activities.

7.5 If, at the end of a Fiscal Year, [/:Name] has not expended all Block Funding for that Fiscal Year after: (i) delivering all Mandatory Activities funded by Block Funding; and (ii) making expenditures on any non-Block Activities under subsection 7.3, [/:Name] may, subject to paragraph 20.2(c) of the main body of this Agreement, retain any unexpended Block Funding for use in a subsequent Fiscal Year or after the expiry of this Agreement, provided that [/:Name]:

1. uses the unexpended Block Funding:
   1. for purposes consistent with the Activities funded by Block Funding; or
   2. in accordance with a written plan submitted by it to Canada within 120 days following the end of the Fiscal Year in question and such plan is accepted by Canada by notice to [/:Name];
2. an unspent amount from any Health Activities may not be expended on any non-Health Activities, nor may any unspent amount for any non-Health Activities be expended on any Health Activities; and
3. reports on the use of unexpended Block Funding in accordance with the Reporting Guide issued for the Fiscal Year in which the unexpended Block Funding is used.

8 Limit on Reallocation of Contribution Funding

8.1 Notwithstanding sections 4 to 7 of this Schedule, the following limitations apply to the reallocation of the following funding types according to Schedule 4:

1. Supplementary Health Benefits (SHB) funding may only be reallocated within the SHB Program Inventory;
2. Indian Residential Schools (IRS) funding may only be reallocated within the Mental Wellness IRS Budget Activity;
3. Jordan's Principle funding may only be reallocated within the Jordan's Principle Program Inventory; and
4. Health Services Integration Fund and Capital Investments funding may not be reallocated.

9 Grant Funding

9.1 [/:Name] may only expend the Grant Funding for the Activities for which it is allocated in Schedule 4 under the heading Grant Funding.

9.2 Subject to paragraph 20.2(c) of the main body of this Agreement, [/:Name] may retain any unexpended Grant Funding in a subsequent Fiscal Year and after the expiry of this Agreement.

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

10 Loans

10.1 Where the Delivery Requirements for an Activity permit the making of loans, [/:Name] may make loans from the Contribution Funding or Grant Funding for that Activity provided that:

1. the loans are directly related to the specific Activity and will not be made for personal use; and
2. [/:Name]'s loan policy is in writing and available to [/:CitizenOrMember]s and Canada upon request, and
3. all loans are evidenced by an agreement in writing between [/:Name] and each borrower.

[COMMENT]The following section is to be included when the party receiving funding does not permit the making of loans from the Contribution Funding or Grant Funding loans or if that party is not permitted to do so under this Agreement[/COMMENT]

11 Eligible Expenses - General

11.1 In addition to the requirements of sections 4 to 10 of this Schedule, [/:Name] may only expend Contribution Funding and Grant Funding where the expense is: (i) directly related to the carrying out of [/:Name]'s responsibilities under this Agreement; and (ii) [/:Name] follows generally accepted business practices in negotiating the price and other terms and conditions for the expenditure.

12 Reimbursement of Ineligible Expenditures

12.1 For each Activity identified as Set, Fixed and Flexible in Schedule 4, [/:Name] shall repay to Canada any expenditure it makes against annual amounts allocated in that Schedule for that Activity that is not in accordance with the terms and conditions of this Schedule or the Delivery Requirements set out in Schedule 5 for that Activity, unless Canada agrees otherwise in writing.

12.2 Subject to subsections 7.3 and 7.4, [/:Name] shall repay to Canada any expenditure it makes in a Fiscal Year against the total of annual amounts for Activities funded by Block Funding where that expenditure is not in accordance with the Delivery Requirements for at least one of those Activities.

12.3 If Cost-Sharing applies to an Activity according to the Delivery Requirements, [/:Name] shall instead repay to Canada an amount, proportional to Canada's funding share, of any expenditure against the annual amounts from all required sources allocated for that Activity that is not in accordance with the terms and conditions of this Schedule or the Delivery Requirements.

13 Stacking of Assistance

13.1 [/:Name] shall provide notice to Canada, prior to the end of each Fiscal Year, if [/:Name] receives funding assistance from the Crown (other than as contained in this Agreement) or from any provincial, territorial or municipal government that may be used for any of the Activities. In such case, Canada may require [/:Name] to repay the lesser of: (i) any amount of the Funding that Canada considers a duplication of the funding from the other sources; and (ii) the amount, if any, that [/:Name] receives from all Canadian government sources noted above that exceeds the reasonable cost of the Activities.

14 Default

[/:Name] will be in default of this Agreement in the event:

1. [/:Name] defaults on any of its obligations set out in this Agreement or any other agreement through which a Federal Department provides funding to [/:Name];
2. the auditor of [/:Name] gives a disclaimer of opinion or adverse opinion on the Consolidated Audited Financial Statements of [/:Name] in the course of conducting any audit under this Agreement or any previous agreement under which a Federal Department provides funding to [/:Name];
3. Canada, having regard to [/:Name]'s financial statements and any other financial information relating to [/:Name] reviewed by Canada, determines the financial position of [/:Name] is such that the delivery of any Activity is at risk; or
4. Canada determines the health, safety or welfare of [/:CitizenOrMember]s is at risk of being compromised; or / .

[COMMENT]Insert "; or" at the end of (d) if the party receiving funding is a Tribal Council, corporation or society. For a First Nation insert a period at the end of (d)[/COMMENT]

[COMMENT]The following paragraph is to be included if the party receiving funding is an incorporated Tribal Council, corporation or society. Delete the following paragraph if the entity is a First Nation[/COMMENT]

5. [/:Name] becomes bankrupt or insolvent, goes into receivership, takes the benefit of any statute from time to time being in force relating to bankrupt or insolvent debtors, or ceases to be a corporation in good standing under the laws of Canada or of a Province or Territory of Canada, as applicable.

15 Remedies on Default

15.1 Without limiting any remedy or other action Canada may take under this Agreement, in the event [/:Name] is in default under this Agreement, the parties will communicate or meet to review the situation.

15.2 In the event [/:Name] 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. require [/:Name] to develop and implement a Management Action Plan within 60 days, or at such other time as the parties may agree upon and set out in writing;
2. require [/:Name] to seek advisory support acceptable to Canada;
3. appoint, upon providing notice to [/:Name], a Third Party Funding Agreement Manager;
4. withhold any Funding otherwise payable under this Agreement;
5. require [/:Name] to take any other reasonable action necessary to remedy the default;
6. take such other reasonable action as Canada deems necessary, including any remedies which may be set out in any Schedule; or
7. terminate this Agreement.

16 Repayment

16.1 [/:Name] shall, at such times as this Agreement specifies and otherwise upon written demand, repay to Canada any amount of the Contribution Funding and Grant Funding which:

1. has not been accounted for by [/:Name] in accordance with this Agreement;
2. is spent by [/:Name] for purposes other than those authorized under this Agreement;
3. Canada determines to be a recoverable stacking amount under section 13 of this Schedule; or
4. is an overpayment or any other amount that is repayable by [/:Name] under this Agreement.

Such amounts are debts due to the Crown.

16.2 Interest will be charged on any debts in accordance with the Interest and Administrative Charges Regulations and also constitutes a debt due to the Crown.

17 Non-Monetary Contributions (NONMC)

17.1 Canada may provide a contribution of goods or services to [/:Name] to support [/:Name]'s delivery of any Activities.

17.2 With the written consent of [/:Name], a non-monetary contribution with a value of up to $5,000 may be made by way of Canada:

1. delivering the goods and/or services to [/:Name]; and
2. issuing a notice of non-monetary contribution ("NONMC") to [/:Name] for the delivery of the contributed goods or services pursuant to this section.

17.3 A NONMC will be signed by Canada and will:

1. list each of the goods and/or services to be contributed;
2. set out the location where each of the goods and/or services will be delivered and the expected date or time period for such delivery;
3. indicate the value of the non-monetary contribution based on Canada's actual costs for the purchase and delivery of the contributed goods and/or services, or the fair market value of the foregoing (whichever is less); and
4. be issued prior to or upon delivery of the goods and/or services and include conditions for the contribution, including any reporting conditions.

17.4 Any non-monetary contribution with a value in excess of $5,000 may be made by way of Canada and [/:Name] entering into a non-monetary contribution agreement.

17.5 Where Canada contributes goods and/or services under this section, [/:Name] shall:

1. use the goods or services solely for the purposes of delivering Activities as specified in the NONMC or as otherwise agreed between the parties in writing;
2. comply with the conditions set out in the NONMC; and
3. account for the non-monetary contribution in its Consolidated Audited Financial Statements.

18 Audit

18.1 This section only applies to Contribution Funding.

18.2 Canada may audit or cause to have audited the accounts and records of [/:Name] and any Agency or third party at any time during the term of this Agreement or within 7 years of the termination or expiry of this Agreement, in order to:

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

18.3 The scope, coverage and timing of any audit will be determined by Canada and may be carried out by one or more auditors employed or contracted by Canada.

18.4 Canada shall notify [/:Name] at least 2 weeks in advance of an audit under this section.

18.5 In the event of an audit under this section, [/:Name] shall, upon request:

1. provide the auditors with all accounts and records of [/:Name] relating to this Agreement and to the Contribution Funding, including all original supporting documentation (whether in paper or electronic form);
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 [/:Name]'s premises;
5. direct any entity that has provided accounting or record-keeping services to [/:Name] to provide copies of those accounts and records to the auditors; and
6. give consent to [/:Name]'s auditors to allow access by Canada's auditors to working papers of [/:Name]'s auditors that support the opinion or disclaimer of opinion on Consolidated Audited Financial Statements.

18.6 If at any time during the term of this Agreement, Canada is of the opinion that there may have been a default, the 2 week notice period will not apply and [/:Name] shall, on request, provide Canada with immediate access to its accounts, records and supporting documentation (whether in paper or electronic form) relating to the Contribution Funding, or those of any Agency.

18.7 The accounts and records Canada may audit or cause to have audited under this section include records maintained under any previous funding agreement through which the Crown has provided funding to [/:Name] that, in the opinion of any auditor employed or contracted by Canada, may be relevant to the audit.

18.8 An audit under this section does not limit:

1. Canada's right to conduct an evaluation of this Agreement under section 19 of the main body of this Agreement;
2. [/:Name]'s obligation to provide Consolidated Audited Financial Statements to Canada; or
3. Canada's right to appoint an independent auditor or to require [/:Name] to appoint an independent auditor under section 21 of this Schedule where Consolidated Audited Financial Statements have not been provided to Canada by [/:Name].

[COMMENT]The following section is to be included when the party receiving funding is a Tribal Council.[/COMMENT]

19 Tribal Council Membership

19.1 Where [/:Name] receives notice of a Member First Nation's withdrawal or notice of a First Nation's addition to the Tribal Council, [/:Name] shall immediately notify Canada in writing and shall include with such notice a copy of the band council resolution confirming the Member First Nation's intention to withdraw from, or request for addition to [/:Name].

19.2 For the purposes of the status of [/:Name] under this Agreement, a change in Tribal Council membership will not take effect until the April 1st occurring after 1 calendar year has elapsed from the date [/:Name] has notified Canada of the change in membership, or at such other time as the parties may agree in writing, and during that notice period [/:Name] and Canada shall meet to discuss the impacts of the change in membership on the continuing obligations of the parties.

19.3 Nothing in this section obliges Canada to enter into any funding agreement with a former Member First Nation.

[COMMENT]The following section is to be included when the party receiving funding is a First Nation, corporation or society.[/COMMENT]

20 Accountability to [/:CitizenOrMember]s

20.1 [/:Name] shall maintain a system of accountability toward its [/:CitizenOrMember]s which provides, at a minimum, for transparency and openness relating to this Agreement by keeping the following documents readily available to any [/:CitizenOrMember] upon request, at no charge beyond the reasonable cost of reproducing documents:

1. this Agreement and any plans or budgets created by [/:Name] for this Agreement;
2. any Management Action Plan, and any amendments to it;
3. [/:Name]'s Consolidated Audited Financial Statements, including the auditor's report; and
4. any other reports or evaluations required by this Agreement following deletion or anonymization of any personal information therein.

20.2 [/:Name] shall also include at least the following processes in its system of accountability, and [/:Name] shall provide a copy of policies relating to these matters to any [/:CitizenOrMember] or other person to whom Activities are provided, upon request, at no charge beyond the reasonable cost of reproducing documents:

1. written standards, policies or procedures of [/:Name] relating to the provision of the Activities;
2. a redress process for any disputes or complaints about the delivery of any Activities; and
3. a conflict of interest policy for [/:Name] officers, councillors, directors and volunteers who work for or manage [/:Name].

20.3 In the event of an inconsistency or conflict between the system of accountability established by [/:Name] pursuant to this section and the terms of this Agreement, this Agreement will prevail.

21 Where Reporting or Disclosure Requirements are not met

Without limiting remedies available to Canada under this Agreement, if [/:Name] defaults in its obligation under this Agreement or any predecessor to provide Canada with Consolidated Audited Financial Statements, together with all schedules and reports required under the Reporting Guide, Canada may:

1. require that an independent auditor who is a member in good standing of a corporation, institute or association of accountants incorporated under an Act of the legislature of the Province or Territory in which [/:Name] has its administrative offices be engaged immediately by [/:Name] at [/:Name]'s cost and that the Consolidated Audited Financial Statements, together with all schedules and reports required under the Reporting Guide, be delivered within a reasonable time as Canada may determine; or
2. appoint an independent auditor who is a member in good standing of a corporation, institute or association of accountants incorporated under an Act of the legislature of the Province or Territory in which [/:Name] has its administrative offices and in which case:
   1. [/:Name] shall provide the auditor appointed by Canada with full access to its financial records and provide such other information as the auditor may require to perform the audit; and
   2. [/:Name] shall reimburse Canada for all costs incurred in having the audit conducted.

[COMMENT]The following subsection is to be included when the party receiving funding is a First Nation.[/COMMENT]

3. Without limiting remedies available to Canada set out in this Agreement, if [/:Name] defaults on its obligation to make any Management Action Plan, or Consolidated Audited Financial Statements, together with all schedules and reports required under the Reporting Guide, readily available to [/:CitizenOrMember]s that request them, Canada may make those documents available to those [/:CitizenOrMember]s.

[COMMENT]The following subsection is to be included when the party receiving funding is a Tribal Council.[/COMMENT]

3. Without limiting remedies available to Canada set out in this Agreement, if [/:Name] defaults on its obligation to make any Management Action Plan, or Consolidated Audited Financial Statements, together with all schedules and reports required under the Reporting Guide, readily available to [/:CitizenOrMember]s and Member First Nations that request them, Canada may make those documents available to those [/:CitizenOrMember]s and Member First Nations.

[COMMENT]The following subsection is to be included when the party receiving funding is a corporation or society.[/COMMENT]

3. Without limiting remedies available to Canada set out in this Agreement, if [/:Name] defaults on its obligation to make any Management Action Plan, or Consolidated Audited Financial Statements, together with all schedules and reports required under the Reporting Guide, readily available to the First Nation(s) to whom it provides Activities and [/:CitizenOrMember]s that request them, Canada may make those documents available to the host First Nation(s) and those [/:CitizenOrMember]s.

1 Purpose and Application

1.1 The purpose of the NFR Grant is to empower First Nations to improve outcomes for their communities and [/:CitizenOrMember]s by providing funding in a flexible and predictable manner, in a context of mutual accountability.

1.2 NFR Grant Funding will be provided subject to and in accordance with: (i) the main body of this Agreement; (ii) this Schedule; and (iii) the applicable provisions of the other Schedules.

1.3 For the purposes of information, transfer payment programs used by Canada to provide funding sources for the NFR Grant are listed in Section 2 of Schedule 6.

[COMMENT]If the First Nation received Block funding prior to entering into this Agreement, include the following[/COMMENT]

2 Formula-based Funding Adjustments

2.1 Where the amount of any NFR Grant Funding will change in accordance with a predetermined formula set out in section 3 of Schedule 6, Canada shall, by NOBA or other amendment process, amend Schedule 4 accordingly.

[COMMENT]If the first Nation did NOT received Block funding prior to entering into this Agreement, include the following[/COMMENT]

3 NFR Grant Funding – Use and Retention

3.1 [/:Name] shall use the NFR Grant Funding in a manner consistent with its Strategic Plan in order to plan, design and undertake Activities that support [/:Name]'s desired outcomes. [/:Name] shall be accountable to its [/:CitizenOrMember]s for how these Activities support those outcomes in accordance with section 5 of this Schedule.

3.2 Subject to paragraph 20.2(c) of the main body of this Agreement and subsection 3.1 of this Schedule, [/:Name] may retain any unexpended NFR Grant Funding from a Fiscal Year for use in a subsequent Fiscal Year and after the expiry of this Agreement.

4 Eligibility

4.1 In order to be and remain eligible for the NFR Grant under this Agreement, [/:Name] shall:

1. implement and maintain Financial Administration Law or Financial Administration By-Law in accordance with Schedule 6; and
2. remain in substantial compliance, as determined by Canada, with all Financial Performance Ratios set out in Schedule 6 for each Fiscal Year.

4.2 Canada may monitor and verify the eligibility status of [/:Name] to confirm [/:Name]'s continued eligibility for the NFR Grant during the term of this Agreement. [/:Name] shall, for this purpose, make records and information relevant to its eligibility status for the NFR Grant available to Canada on reasonable notice.

4.3 [/:Name] shall promptly notify Canada if it becomes aware that it no longer meets the eligibility criteria for the NFR Grant.

5 Accountability to [/:CitizenOrMember]s

5.1 [/:Name] shall develop a strategic plan within 12 months of the effective date of this Agreement that will guide [/:Name]'s planning, design and undertaking of Activities to support proposed outcomes ("Strategic Plan"). The Strategic Plan must include [/:Name]'s vision, priorities, targets and proposed outcomes, and financial planning developed pursuant to requirements under the First Nation's Financial Administration Law or Financial Administration By-Law.

5.2 [/:Name] shall update its Strategic Plan annually as necessary to accommodate changes to its priorities and financial planning.

5.3 [/:Name] shall ensure that Annual Reports developed pursuant to requirements under the First Nation's Financial Administration Law or Financial Administration By-Law incorporate reporting on outcomes from its Strategic Plan. Where deemed appropriate by [/:Name], the Annual Report may also incorporate data referred to in Schedule 7 that are reported to Canada pursuant to subsection 12.1 of the main body of this Agreement.

5.4 [/:Name] shall create and maintain a system of accountability and transparency to its [/:CitizenOrMember]s relating to the NFR Grant. This system must include:

1. adherence with the accountability measures set out in its Financial Administration Law or Financial Administration By-Law; and
2. making available to [/:CitizenOrMember]s, on a timely basis, copies of: (i) the Strategic Plan; (ii) the Multi-Year Financial Plan; (iii) the Annual Report; and (iv) the Consolidated Audited Financial Statements. The Strategic Plan and the Multi-Year Financial Plan may be prepared separately or contained in a single document.

6 Mutual Accountability – the Parties

6.1 Without limiting other terms of this Agreement related to the provision of reports and records, including the reports referred to under section 12 of the main body of this Agreement, [/:Name] shall provide to Canada a copy of each of the documents referred to in paragraph 5.4(b)(i) to (iii) of this Schedule.

6.2 The parties shall, at minimum, convene an annual meeting between representatives of [/:Name] and regional officials from ISC to discuss the implementation of this Agreement and the overall functioning of the new fiscal relationship as it pertains to the NFR Grant. During these meetings the parties shall discuss:

1. [/:Name]'s Activity outcomes over the past year, including:
   1. [/:Name]'s suggestions for improving community outcomes; and
   2. what is needed to improve Activity outcomes.
2. whether [/:Name] is continuing to meet all eligibility criteria for the NFR Grant as set out in subsection 4.1 of this Schedule and in Schedule 6;
3. whether [/:Name] has provided all reporting on performance indicators required by this Agreement for the NFR Grant as set out in Schedule 7; and
4. whether [/:Name] has established or is putting in place a Strategic Plan and whether Annual Reports outline progress as against the Strategic Plan.

6.3 The parties may also exchange information regarding the effectiveness of the NFR Grant and this Agreement in [/:Name]'s community as well as suggestions for ongoing co-development of the fiscal relationship between Canada and First Nations.

6.4 In the event that implementation challenges are identified which compromise the effectiveness or sustainability of this Agreement as it applies with the NFR Grant, the parties may, by mutual agreement, convene additional meetings with the goal of developing proactive responses, measures or strategies to meet the challenges identified, where possible.

7 Risk Mitigation

7.1 Each party shall notify the other if it determines that, or is advised by any [/:CitizenOrMember] that, [/:Name] has failed to, or is at immediate risk of failing to:

1. maintain eligibility for the NFR Grant in accordance with subsection 4.1 of this Schedule;
2. prepare a Strategic Plan in accordance with this Schedule;
3. provide information to its [/:CitizenOrMember]s or to Canada under subsections 5.4, 6.1 and 6.2 of this Schedule or section 12 of the main body of this Agreement; or
4. protect the health, safety and welfare of any of the [/:CitizenOrMember]s.

7.2 In the event of a notification under subsection 7.1, the parties shall make arrangements to promptly discuss the matter. Following such discussion, and subject to subsection 7.5, [/:Name] shall determine what steps are required (if any) to address or redress the matters for which the notification was given, including any steps [/:Name] may wish to take under subsection 7.3. The parties shall have further discussions at 3 month intervals to track [/:Name]'s progress in addressing or redressing the matter for which notification was given.

7.3 [/:Name] may, in its discretion, implement capacity development measures on a proactive or remedial basis in order to address, redress or reduce the chances of recurrence of any issue for which notification was given under subsection 7.1. Such measures may be undertaken with the support of a capacity development organization or other qualified service provider, to be chosen and hired by [/:Name]. [/:Name] shall be solely responsible for setting the terms of reference and functions of any capacity development organization or other qualified service provider.

7.4 The costs of any capacity development measures under subsection 7.3, including the costs of a capacity development organization or other qualified service provider chosen by [/:Name] under that subsection, shall be paid by [/:Name]. However, Canada shall provide additional funding to [/:Name] for those costs where Canada agrees that the organization or provider is necessary and to the extent that Canada agrees that those costs are reasonable.

7.5 If, 12 months after a notification date under subsection 7.1, Canada is of the opinion that there has been a sustained or recurring failure by [/:Name] to effectively address or redress any matter for which notification was given under subsection 7.1, Canada shall offer to meet with [/:Name] and unless they agree otherwise, the parties shall act in accordance with the following process:

1. the parties shall cooperate to immediately amend this Agreement in order to re-profile any NFR Grant Funding that is not yet paid, or which has been paid but not expended by [/:Name], as Contribution Funding or Grant Funding; and
2. [/:Name] shall use the re-profiled funding to undertake Activities in accordance with the amended Agreement.

8 Evaluation

8.1 An evaluation conducted under section 19 of the main body of this Agreement may, in respect of the NFR Grant, evaluate the relevance, effectiveness and efficiency of the NFR Grant in achieving expected results.

9 Stacking

9.1 Total government assistance for the same purposes as those set out in this Schedule shall not exceed 100%.

9.2 Notwithstanding subsection 9.1:

1. Canada shall not impose any restrictions against the receipt, by [/:Name], of other government assistance or other source funding for the same purposes as those set out in this Schedule; and
2. Canada shall not adjust or reduce any NFR Grant Funding as a result of anything in this section.

Health Activities

[COMMENT]Include the following "Intentionally Omitted" section when there is NO Health Activity in this Agreement.[/COMMENT]

1 Intentionally Omitted

2 Intentionally Omitted

3 Intentionally Omitted

4 Intentionally Omitted

5 Intentionally Omitted

[COMMENT]Include the following section when there are Health Activities in this Agreement.[/COMMENT]

Non-Health Activities

[COMMENT]Note: The following national program delivery requirements for the purpose of the funding provided pursuant to this Agreement are to be numbered.[/COMMENT]

[COMMENT]Include the following ''Intentionally Omitted'' section when there is NO Activity Funded by Block Funding for ISC.[/COMMENT]

1 Eligibility Definitions applicable to Schedule 3

1.1 "Financial Performance Ratios" referred to in section 4 of Schedule 3 mean the following financial ratios based on its Consolidated Audited Financial Statements for the preceding 5-year period, as more particularly set out in the First Nations Financial Management Board Financial Performance Standards dated February 22, 2018, as amended or replaced from time to time:

• An average "fiscal growth ratio" of no lower than minus 5%;
• An average "operating margin ratio" of no lower than minus 5%;
• An average "asset maintenance ratio" of no lower than 100%;
• A weighted average "net debt ratio" of no more than 60% OR a current year "net debt ratio" of no more than 60%; and,
• An average "interest expense ratio" of no more than 5%.

1.2 "Minimum FAL Provisions" means the following provisions, the full text of which can be found in the documents set out in the column titles of a FAL, which documents shall be provided or made available by Canada:

1.3 "Minimum FAB Provisions" means the following provisions, the full text of which can be found in the documents set out in the column titles of a FAB, which documents shall be provided or made available by Canada:

2 Sources of Funding for the NFR Grant

2.1 The following is a list of programs from which funding for the NFR Grant has been sourced, along with objective/outcome area statements for those programs derived from the Departmental Results Framework and other departmental sources:

3 Funding Formula Adjustment NFR Grant Funding (based on non-Health notional amounts)

3.1 The NFR Grant Funding will be subject to annual formula based adjustments. For the purpose of calculating these adjustments, the NFR Grant Funding will be notionally divided as follows:

3.2 Adjustments to the NFR Grant Funding will be made in accordance with the following formula that is based on non-Health NFR Funding notional amounts other than the Elementary/Secondary Education notional amount: Region to insert

3.3 Adjustments to the NFR Grant Funding will also be made in accordance with the following formula that is based on the Elementary/Secondary Education notional amount:

Region to insert

[COMMENT]Insert formulae in (3.2) and (3.3) for both: f/INAC programs except education (3.2); and education (3.3). This will need to be drafted with assistance from Legal bearing in mind that there is no funding but NFR Grant Funding – i.e. it is not broken into activity areas like block – so reference to any segment of that funding can only be done on a "notional" basis agreed to by both parties as established in (3.1).[/COMMENT]