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National Apprenticeships Program

Grant Agreement

BETWEEN

The Native Women’s Association of Canada

(Hereinafter referred to as “NWAC”)

AND

[Recipient Name]

 (Hereinafter referred to as “the Recipient”)

HEREINAFTER collectively referred to as “the Parties”

Articles of Agreement

WHEREAS the purpose of NWAC’s National Apprenticeships Program (“NAP”) is to support small and medium-sized enterprises (SMEs) hire Indigenous women and 2SLGBTQIA+ persons to undertake new, first-year apprenticeships in construction and manufacturing trades across Canada;

AND WHEREAS the Recipient has applied to NWAC for NAP funding to hire one or more Indigenous women and/or 2SLGBTQIA+ persons to undertake new, first-year apprenticeships in Red Seal construction and manufacturing trades;

AND WHEREAS the Recipient affirms that it is capable, qualified, and willing to hire one or more apprentices to undertake new, first-year apprenticeships in Red Seal construction and manufacturing trades;

AND WHEREAS NWAC agrees to provide a grant to the Recipient towards the cost of hiring one or more apprentices upon satisfaction of the requirements for funding set out in this Agreement, including the requirements set out in Schedule A.

NOW THEREFORE the Parties agree as follows:

1.0 Agreement

1.1 The following documents, and any amendments thereto, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all previous        understandings, agreements, negotiations and documents collateral, oral or otherwise between them relating to its subject matter:

1.1.1 These Articles of Agreement; and

1.1.2 Schedule A – entitled “Apprenticeship Registration Form”.

2.0 Interpretation

2.1 Unless the context requires otherwise, the expressions listed below have the following meanings for the purpose of this Agreement:

“Apprenticeship Grant”means the grant paid to the Recipient under this Agreement for the purpose of hiring an Indigenous women and/or 2SLGBTQ person to undertake a new, first-year  apprenticeship in a Red Seal Program Construction and Manufacturing trade.

“Apprenticeship Period” means the period beginning on the Apprenticeship Start Date specified in Schedule A and ending on the Apprenticeship End Date specified in Schedule A;

“Construction and Manufacturing Trades” means the trades listed in clause 4.1 of this Agreement;

“Eligible Apprentice” means an Indigenous women and/or 2SLGBTQIA+ person who is a registered user on the NAP Portal and who meets the requirements to undertake a new, first year  apprenticeship in one or more of the construction and/or manufacturing Red Seal trades;

“Fiscal Year” means the period commencing on April 1 in one calendar year and ending on March 31 in the next calendar year; 

“New First Year Apprentice” means any person registered as an apprentice by the apprenticeship authority in their Province or Territory and in their first year of their apprenticeship training in one or more of the 39 Red Seal Trades listed in clause 4.1 of this Agreement. 

“Small and Medium-sized Enterprise”means a business establishment with 499 paid employees or less at the time it receives funding under this Agreement.

3.0 Effective Date and Survival of Provisions

3.1 This Agreement shall come into effect on the date it is signed by the last of the Parties to do so and, subject to clause 3.2, shall expire at the end of the Apprenticeship Period unless  this Agreement is terminated on a prior date in accordance with the terms of this Agreement.

3.2 The following provisions which are expressly identified as surviving this Agreement shall survive the expiry of this Agreement and shall continue in full force and Effect:

3.2.1 Clause 9, Records;

3.2.2 Clause 10, Audit;

3.2.3 Clause 12, Evaluation;

3.2.4 Clause 15, Indemnification; and

3.2.5 Clause 20, Dispute Resolution

3.2.6 Clause 22, Enurement.

4.0 Purpose of the Grant

4.1 The purpose of the Apprenticeship Grant is to enable the Recipient to hire an Indigenous women and/or 2SLGBTQIA+ person to undertake a new, first-year apprenticeship in one or    more of the following Red Seal Construction and/or Manufacturing trade:

5.0 Payment of the Grant

5.1 Subject to the terms and conditions of this Agreement, NWAC agrees to pay to the Recipient a grant of $10,000 upon the hiring of an Eligible Apprentice and the submission of a duly  completed Schedule A with required attachments and the payment of said grant shall be made in accordance with the disbursements as set out in Schedule A.

5.2 Where the Recipient hires more than one Eligible Apprentice, the Recipient may submit up to a maximum of two (2) Apprenticeship Registration Forms in a Fiscal Year pursuant to  clause 5.1 of this Agreement and the total amount payable by NWAC to the Recipient under this Agreement shall not exceed $20,000.

6.0 Contingent Upon Availability

6.1 Any payment under this Agreement is contingent upon funding being made available by the Government of Canada to NWAC under the Apprenticeship Service Program for the Fiscal  Year in which the payment is to me made.

7.0 Reduction or Termination of Funding

7.1 If the Government of Canada reduces its funding to NWAC under the Apprenticeship Service Program or the Contribution Agreement between the Government of Canada and NWAC  under the Apprenticeship Service Program  is terminated, NWAC may, upon thirty (20) days notice, reduce any payment under this Agreement or terminate this Agreement.

8.0 Recipient Declarations

8.1 The Recipient

8.1.1 Declares that it is a Small or Medium-Sized Enterprise in that it does not employ more than 499 paid employees;

8.1.2 Declares that any and all Apprentices Registration Forms submitted by it to NWAC under this Agreement shall be for only New First-year Apprentices in one or more of the 39 Construction and Manufacturing Trades and that the Recipient has not yet hired the individual or individuals with respect to whom it intends to submit an Apprenticeship Registration Form(s);

8.1.3 Agrees that it shall not enter into another agreement with any organization other than NWAC to receive funding under the Apprenticeship Service Program within the same Fiscal Year that it receives funding from NWAC under this Agreement;

8.1.4 Affirms that it has the legal and technical qualifications to enter into an apprenticeship training agreement with an apprentice that can be registered with the Provincial or Territorial apprenticeship authority; and

8.1.5 Acknowledges that it shall not be entitled to receive payment of the Apprenticeship Grant from NWAC unless and until

8.1.5.1 This Agreement is duly completed and executed,

8.1.5.2 The Recipient has hired an Eligible Apprentice to undertake a new first-year apprenticeship in one or more of the 39 Construction and Manufacturing Trades, and

8.1.5.3 The Recipient has duly completed and submitted an Apprenticeship Registration Form (Schedule A), and attached the necessary supporting documents, including the registered apprenticeship training agreement between the apprentice and the Recipient that has been registered with the Provincial or Territorial apprenticeship authority.

9.0 Records

9.1 The Recipient shall keep proper books and records of the grant received under this agreement an of all expenditures made using the grant.

9.2 The Recipient shall retain the books and records referred to in clause 9.1 for a period of three (3) years following the Project Period.

10.0 Audit

10.1 At the request of NWAC and/or the Government of Canada, the Recipient shall permit reasonable access to its files, books, records, business premises, business sites and personnel by representatives of NWAC and/or the Government of Canada during the period of the Agreement or during the period referred to in clause 9.2 for the purpose of verifying the use of the grant and compliance with the terms and conditions of this Agreement. The Recipient shall permit representatives of NWAC and/or the Government of Canada to take copies and extracts from such books and records. The Recipient shall also provide NWAC and/or the Government of Canada with such additional information as they may require with reference to such books and records.

11.0 Reporting

11.1 During the Apprenticeship Period, the Recipient shall complete and submit to NWAC using the NAP Portal, a Quarterly Report as set out in Schedule B: Quarterly Report Form of this Agreement.

12.0 Evaluation

12.1 The Recipient agrees to cooperate with NWAC in the conduct of any evaluation of the National Apprenticeship Program that NWAC may carry out during the Apprenticeship Period or within a period of three (3) years thereafter. Without limiting the generality of the foregoing, if requested by NWAC to do so for the purpose of conducting an evaluation, the Recipient agrees to participate in any survey, interview, case study or other data collection exercise initiated by NWAC.

13.0 Termination of Agreement

13.1 Termination for Default

13.1.1 The following constitute events of default:

13.1.1.1 the Recipient becomes bankrupt, has a receiving order made against it, makes an assignment for the benefit of creditors, takes the benefit of a statute relating to bankrupt or insolvent debtors or an order is made or resolution passed for the winding up of the Recipient;

13.1.1.2 the Recipient ceases to operate;

13.1.1.3 the Recipient is in breach of the performance of, or compliance with, any provision of this Agreement;

13.1.1.4 the Recipient, in support of its application for funding or in connection with this Agreement, has made materially false or misleading representations, statements or declarations, or provided materially false or misleading information to NWAC; or

13.1.1.5 in the opinion of NWAC, there is a material adverse change in risk in the Recipient’s ability to complete its obligations under this Agreement.

13.1.2 If

13.1.2.1 An event of default specified in clause 13.1.1.1 or 13.1.1.2 occurs; or

13.1.2.2 an Event of Default specified in paragraphs 13.1.1.3, 13.1.1.4, or 13.1.1.5 occurs and has not been remedied within thirty (30) days of receipt by the Recipient of written notice of default or within such longer period as NWAC may specify, or a plan satisfactory to NWAC to remedy such event of default has not been put into place within such time period,

NWAC may, in addition to any remedies otherwise available, immediately terminate the Agreement by written notice.

13.1.3 The fact that NWAC refrains from exercising a remedy it is entitled to exercise under this Agreement shall not be considered to be a waiver of such right and, furthermore, partial or limited exercise of a right conferred     upon NWAC shall not prevent NWAC in any way from later exercising any other right or remedy under this Agreement or other applicable law.

13.2 NWAC may also terminate this Agreement at any time without cause upon not less than thirty (30) days written notice of intention to terminate.

14.0 Repayment Requirements

14.1 The Recipient shall repay to NWAC the amount of any funding provided to which it is not entitled.

14.2 If NWAC demands the repayment of any part of any funding pursuant to clause 14.1, the amount demanded shall be deemed to be a debt due and owing to NWAC and the Recipient shall pay the amount to NWAC immediately unless NWAC directs otherwise.

14.3 Interest shall be charged on overdue repayments owing under this Agreement and shall be calculated and compounded monthly at the “average bank rate” as defined in Interest and Administrative Charges Regulations (SOR/96-188), plus three per cent (3%) during the period beginning on the due date specified in the notice to repay and ending on the day before the day on which payment is received by NWAC.

15.0 Indemnification

15.1 The Recipient shall, both during and following the Apprenticeship Period, indemnify and save NWAC harmless from and against all claims, losses, damages, costs, expenses and other actions made, sustained, brought, threatened to be brought or prosecuted, in any manner based upon, occasioned by or attributable to any injury or death of a person, or loss or damage to property caused or alleged to be caused by any wilful or negligent act, omission or delay on the part of the Recipient or its employees or agents in connection with anything purported to be or required to be provided by or done by the Recipient pursuant to this Agreement or done otherwise in connection with this Agreement.

16.0 Relationship between the Parties and Non-Liability of NWAC

16.1 The management and supervision of the apprenticeship(s) supported under this agreement are the sole and absolute responsibility of the Recipient. The Recipient is not in any way authorized to make a promise, agreement or contract on behalf of NWAC. This Agreement is a funding agreement only, not a contract for services or a contract of service. NWAC’s responsibility is limited to providing financial assistance to  the Recipient in support of the Project. The parties hereto declare that nothing in this Agreement shall be construed as creating a partnership, an employer- employee, or agency relationship between them. The Recipient shall not represent itself as an agent, employee or partner of NWAC.

16.2 Nothing in this Agreement creates any undertaking, commitment or obligation by  NWAC respecting additional or future funding to the Recipient beyond the Apprenticeship  Period, or that exceeds the amount of funding from NWAC under this Agreement. NWAC shall not be liable for any loan, capital lease or other long-term obligation which the Recipient may enter into in relation to carrying out  its responsibilities under this Agreement or for any obligation incurred by the Recipient toward another party in relation to this Agreement.

17.0 Recognition of the Contribution of NWAC and the Government of Canada

17.1 The Recipient shall ensure that in any and all publicity and signage created by it relating to this Agreement, appropriate recognition of the contribution of NWAC and the Government of Canada is given, including any information provided to the public on any website maintained by the Recipient, if any.

18.0 Access to Information

18.1 The Recipient acknowledges that the funding provided under this Agreement is distributed through the Government of Canada’s Apprenticeship Service Program, that Canada is subject to the Access to Information Act (R.S.C., 1985, c. A-1), and information obtained by the Government of Canada pertaining to this Agreement may be disclosed by the Government of Canada to the public upon request under that Act.

19.0 Notices

19.1 Any notices to be given and all reports, information, correspondence and other documents to be provided by either party under this Agreement shall be given or provided to the receiving party as follows:

NWAC

Mailing Address : 120 Promenade du Portage, Gatineau, QC  J8X 2K1

Email : nap-pna@nwac.ca

Recipient

    [Representative]

    [Position]

    Mailing Address: [Mailing Address]

    Email: [email address]

19.2 Notices, reports, information, correspondence and other documents that are delivered personally or by courier service shall be deemed to have been received upon delivery, or if sent by mail five (5) working days after the date of mailing, or in the case of notices and documents sent by fax or email, one (1) working day after they are sent.

20.0 Dispute Resolution

20.1 In the event of a dispute arising under the terms of this Agreement, the Parties agree to make a good faith attempt to settle the dispute. In the event that the Parties are unable to resolve the dispute through negotiation, they agree to give good faith consideration to resorting to other alternate dispute resolution processes to resolve the dispute. However, the Parties agree that nothing contained in this section shall affect, alter or modify the rights of either Party to terminate the Agreement.

20.2 If a dispute arises out of, or in connection with this agreement, the parties shall first seek to resolve the dispute via good faith discussions between the parties’ representatives.

20.3 The parties have twenty (20) business days from the date on which a party notifies the other party of the dispute to resolve the dispute. The parties may agree to an extension of this twenty (20) business day period. The Agreement shall be in writing and signed by a representative of  each of the parties.

20.4 f the parties are not able to resolve the dispute within the time specified in clause 20.3 of this Agreement, the parties agree to mediate the dispute.

20.5 The parties have forty (40) business days starting on the date they agree to proceed to mediation to complete the mediation. The parties may agree to an extension of this forty (40) business day period. The Agreement shall be in writing and signed by a representative of each of the parties.

20.6 If the parties are not able to resolve a dispute via mediation in the time specified  in clause 20.5 of this Agreement, the parties agree to arbitrate the dispute.

20.7 The provisions of this clause 20 survive the termination of this agreement and remain in full force and effect.

21.0 Assignment of the Agreement

21.1 The Recipient shall not assign this Agreement or any pert thereof without the prior written consent of NWAC.

22.0 Enurement

22.1 This Agreement is binding upon and enures to the benefit of the parties and their respective successors, successors-in-title, and permitted assigns.

23.0 Compliance with Laws

23.1 The Recipient shall carry out its obligations under this Agreement in compliance with all applicable federal, provincial, and municipal laws, by-laws, and regulations, including any environmental legislation and any legislation regarding protection of information and privacy. The Recipient shall obtain, prior to the commencement of the Apprenticeship(s) funded under this Agreement, all permits, licenses, and other authorizations that are necessary to the carrying out of the apprenticeship(s).

24.0 Severability

24.1 If any provision of this Agreement is held void or unenforceable by a court or tribunal of competent jurisdiction, the remainder of this Agreement shall be unaffected and each remaining provision of this Agreement shall be unaffected and each remaining provision of this Agreement shall be valid and be enforceable to the fullest extent permissible by law.

25.0 Waiver

25.1 Failure by any Party to exercise any of its rights, powers, or remedies under this Agreement or its delay to do so does not constitute a waiver of those rights, powers, or remedies. Any waiver by either Party of any of its rights, powers, or remedies under this Agreement must be in writing; and, such a waiver does not constitute a continuing waiver unless it is so explicitly stated.

26.0 Amendment

26.1 This Agreement may be amended by mutual consent of the parties. To be valid, any amendment to this Agreement shall be in writing and signed by the parties.

27.0 Unincorporated Association

27.1 If the Recipient is an unincorporated association, it is understood and agreed by the persons signing this Agreement on behalf of the Recipient that in addition to signing this Agreement in their representative capacities on behalf of the members of the Recipient, they shall be personally, jointly and severally liable for the obligations of the Recipient under this Agreement, including the obligation to pay any debt that may become owing to Canada under this Agreement.

28.0 Counterparts

28.1 This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which taken together shall constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.

29.0 Independent Legal Advice

29.1 The Parties acknowledge and agree that they have been given full opportunity to seek independent legal advice and if they chose to avail themselves of said opportunity, had independent legal advice to the full extent deemed necessary by each of them, and that they have not acted under any duress or undue influence in the negotiating, preparation and execution of this Agreement.