DEPARTMENT OF NATURAL RESOURCES
EFFICIENCY AND ALTERNATIVE ENERGY PROGRAM
CONTRIBUTION AGREEMENT
THIS AGREEMENT is made in duplicate
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF CANADA ("CANADA"),
represented by the Minister of Natural Resources,
AND:
HYDROGENICS CORPORATION, incorporated under the laws in force
in the Province of ONTARIO, (the "PROPONENT").
WHEREAS Canada wishes to encourage the adoption of energy
efficiency and renewable energy technologies in all sectors of the Canadian
economy and has established the Efficiency and Alternative Energy Program for
this purpose;
WHEREAS Canada and the Proponent agree that for the Proponent
to develop and implement the Project as described in Schedule A, the Proponent
will require financial assistance from Canada;
AND WHEREAS Canada is willing to provide financial assistance
towards the total Eligible Costs of the Project in the manner and upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, Canada and the Proponent agree as follows:
1. INTERPRETATION
1.1 In this Agreement:
"AGREEMENT" means this Agreement and the attached Schedules A, B and C;
"BANK RATE" means the discount rate of interest set by the Bank of
Canada and shall be one that is prevailing at noon on the date a
payment becomes overdue;
"COMPLETION DATE" means the date specified in Article 3.2;
"ELIGIBLE COSTS" means any cost incurred by the Proponent in the period
between AUGUST 1, 2002 and MARCH 31, 2004 in relation to the Project
and which is listed in Schedule B;
"FISCAL YEAR" means the period beginning on April 1 of any year and
ending on March 31 in the next year;
"INTELLECTUAL PROPERTY" means any information developed in performance
of the Project including, without limitation, data, techniques,
methods, processes, know-how, inventions, designs, formulae,
photographs, drawings, plans, specifications, reports, studies,
technical and procedural manuals, programs including computer hardware
and software and source code, whether susceptible to copyright or not,
and all patents, copyrights, trademarks, and industrial designs arising
therefrom;
"MINISTER" means the Minister of Natural Resources and includes any
duly authorized officers or representatives;
"PROJECT" means the Project described in Schedule A;
"PROPOSAL" means a written proposal including at least a background,
purpose, work description, results expected and a budget, which is
accepted by the Minister for a specific Project; and
"REVENUE" means all considerations received by the Proponent from any
person or party in respect of the licensing, selling and marketing of
fuel cell engine modules for transit buses, less returns actually
credited and any applicable sales taxes.
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2. REPRESENTATIONS AND WARRANTIES
2.1 The Proponent represents and warrants that all factual matters
contained in the Proposal and all material submitted in support are
true and accurate, and that all estimates, forecasts and other related
matters involving judgement were prepared in good faith and to the best
of its ability, skill and judgement.
3. CONDUCT OF PROJECT
3.1 The Proponent shall carry out the Project promptly, diligently and in a
professional manner and in accordance with the terms and conditions of
this Agreement.
3.2 The Proponent shall complete the Project by MARCH 31, 2004.
3.3 The Proponent shall comply with all federal, provincial and municipal
laws in relation to the Project.
4. CONTRIBUTIONS
4.1 Notwithstanding any other provision of this Agreement, Canada's
liability under this Agreement shall not in any circumstances exceed
$2,000,000.
4.2 Notwithstanding any other provision of this Agreement, Canada may
reduce or cancel its financial contribution to the Project upon written
notice to the Proponent in the event that the funding levels for the
Department of Natural Resources are changed by Parliament during the
term of this Agreement.
4.3 Subject to the terms and conditions of this Agreement, Canada shall
make a contribution to the Proponent towards the Eligible Costs of the
Project in accordance with Article 5 and Schedule B.
4.4 Subject to the terms and conditions of this Agreement, in order to be
eligible to receive a full contribution as described herein, the
Proponent must submit its final claim for payment on or before APRIL
15, 2004.
4.5 Canada may reduce its contribution by such an amount as the Minister
may decide if the Proponent receives contributions or payments in
respect of the Project covered by this Agreement in addition to, or
from sources other than, those named in its Proposal.
5. METHOD OF PAYMENT
5.1 Subject to Article 5.2, following receipt of a claim, acceptable to the
Minister, for payment of Eligible Costs paid by the Proponent,
accompanied by copies of invoices, vouchers, and any other documents
that the Minister may require, Canada shall pay its contribution
towards the Eligible Costs of the Project.
5.2 Canada shall withhold 5% from any payment under Article 5.1 until:
(a) the Project has been completed to the satisfaction of the
Minister;
(b) a final report documenting the completion of the Project has
been received and approved by the Minister; and
(c) the Minister has approved a final statement of Eligible Costs
paid in respect of the Project.
5.3 The Proponent shall submit claims for payment on a quarterly basis.
6. REPAYMENT OF CONTRIBUTION
6.1 The Proponent shall pay to Canada TWO PER CENT (2%) of the Revenue
received by the Proponent.
6.2 Notwithstanding any other provision of this Agreement, Article 6.1
shall remain in effect for a period of 10 years or until Canada has
received an amount equal to the contributions made pursuant to Article
4, whichever occurs first.
6.3 The Proponent shall submit Revenue reports and payments to Canada as
described in Schedule C for the period set out in Article 6.2.
6.4 The Proponent agrees that all considerations to be received by the
Proponent in respect of the licensing, selling, marketing or
commercialization of the Intellectual Property shall be established in
a bona fide arm's length transaction between parties.
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7. ACCOUNTS AND AUDIT
7.1 Prior to the Completion Date of the Project and for three years after
the period described in Article 6.2, the Proponent shall:
(a) keep proper books, accounts and records of its Revenue and any
contributions received and expenses incurred and paid in
connection with the Project and shall keep its invoices,
receipts and vouchers relating thereto;
(b) keep proper and accurate records relating to the environmental
impact (if any) of the Project; and
(c) on demand, make available to the Minister such books,
accounts, records, invoices, receipts and vouchers referred to
above and permit the Minister to examine and audit and take
copies and extracts from such documents.
7.2 If any discrepancy is identified between the amounts paid by Canada and
the amounts actually payable under this Agreement, the appropriate
adjustments shall be promptly made between the parties. If there has
been an overpayment by Canada, the amount of the overpayment shall
constitute a debt due to Canada and may be so recovered.
8. INTELLECTUAL PROPERTY
8.1 Subject to Articles 8.2, 8.3 and 12.1, title to all Intellectual
Property shall be vested in the Proponent.
8.2 The Proponent hereby grants to Canada a non-exclusive, royalty-free
licence in perpetuity to use or sublicense the use of any Intellectual
Property for any purpose, which licence Canada may not exercise until
three years after the Completion Date and then only if in the
Minister's sole opinion the Proponent has failed to take reasonable
steps to develop and market in Canada the products, processes or
services to which the Intellectual Property relates.
8.3 The Proponent shall supply to Canada copies of all reports, documents
and publications arising out of the performance of the Project; and the
right to the copyright in all such reports, documents and publications
shall be vested in Canada which hereby grants to the Proponent a
non-exclusive, royalty-free licence to copy and publish the material
provided that Canada's financial support is prominently acknowledged in
any publication.
8.4 The Proponent shall ensure that any moral rights in the reports,
documents and publications arising out of the performance of the
Project are irrevocably waived in favour of Canada.
8.5 Except with the written consent of the Minister, the Proponent shall
not license the Intellectual Property to any government other than the
Government of Canada or to any person, corporation, partnership or
business for the purpose of manufacturing outside Canada the products
or processes resulting from the Project, and shall place the same
restrictions on any authorized licensee.
8.6 If the Proponent elects not to retain ownership of or use any
Intellectual Property, the Proponent shall notify the Minister of this
election and shall, if the Minister so requires, assign and transfer
the Intellectual Property to Canada, whereupon Canada will grant the
Proponent a non-exclusive, royalty-free licence to use the Intellectual
Property solely for internal purposes, if so requested by the
Proponent.
9. INDEMNITY
9.1 The Proponent shall indemnify and save harmless Canada and its
Ministers, officers, employees and agents from and against any and all
claims, damages, loss, costs and expenses which they or any of them may
at any time incur or suffer as a result of or arising out of any injury
to persons (including injuries resulting in death) or loss of or damage
to property which may be or be alleged to be caused by or suffered as a
result of the carrying out of the Project or any part thereof, except
to the extent caused by a breach of duty of Canada or its Ministers,
officers, employees or agents.
9.2 The Proponent shall indemnify and save harmless Canada and its
Ministers, officers, employees and agents from and against any and all
claims, damages, loss, costs and expenses which they or any of them may
at any time incur or suffer as a result of or arising out of any claim,
demand or action for the infringement or alleged infringement of any
patent, registered industrial design, copyright or other intangible
property based upon the use thereof by the Proponent or upon the use of
the Intellectual Property by Canada in accordance with the terms of
this Agreement.
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9.3 The Proponent shall indemnify and save harmless Canada and its
Ministers, officers, employees and agents from and against any and all
claims, damages, loss, costs and expenses which they or any of them may
at any time incur or suffer as a result of or arising out of any claim,
demand or action made by a third party against them or any of them
based upon Canada's capacity as a provider of financial assistance
under this Agreement, including without limitation, any claim in
respect of materials or services provided by a third party to the
Proponent or to a subcontractor of the Proponent.
10. ACCESS
10.1 The Proponent shall ensure that the Minister has access during normal
working hours to any premises or place where the Project is being
carried out for the purposes of inspecting and assessing the progress
of the Project and all matters pertaining thereto.
11. REPORTING
11.1 The Proponent shall submit Project reports satisfactory to the Minister
in accordance with the provisions of Schedule C or as otherwise
requested by the Minister.
11.2 Upon completion of the Project, the Proponent shall provide the
Minister with a declaration as to whether the Proponent received
contributions or payments in respect of the Project in addition to, or
from sources other than, those named in its Proposal.
11.3 The Proponent shall declare to the Minister any amounts owing under any
legislation or contribution agreements by the Proponent to the
Government of Canada and Canada may set-off any such amounts owing to
the Government of Canada.
12. DEFAULT
12.1 If, in the opinion of the Minister, there has been a misrepresentation
or a breach of warranty under Article 2, or the Proponent fails to
proceed diligently with the Project, or is otherwise in default in
carrying out any of the terms, conditions, covenants, or obligations of
this Agreement, or if the Proponent becomes bankrupt or insolvent, or
has a receiving order made against it (either under the Bankruptcy and
Insolvency Act or otherwise), or a receiver is appointed, or the
Proponent makes an assignment for the benefit of creditors, or if an
Order is made or a Resolution passed for the winding up of the
Proponent, or if the Proponent takes the benefit of any statute for the
time being in force relating to bankrupt or insolvent debtors, the
Minister may, by giving notice in writing to the Proponent, exercise
any or all of the following remedies:
(a) terminate the whole or any part of this Agreement;
(b) terminate the obligation on the part of Canada to pay any
monies in respect of the Project, including monies due or
accruing due;
(c) direct the Proponent to repay forthwith all or any part of
monies paid by Canada pursuant to this Agreement and that
amount is a debt due to Canada and may be so recovered;
(d) request the Proponent to assign all rights in the Intellectual
Property and the Proponent shall, if so requested, do so; and
(e) request the Proponent to transfer to Canada title to all or
any of the equipment and supplies purchased by the Proponent
to carry out the Project and funded by Canada under this
Agreement, and the Proponent shall, if so requested, do so.
12.2 In the event of a termination of this Agreement by the Minister under
Article 12.1, Canada may, in the discretion of the Minister, pay to the
Proponent Canada's share of the Eligible Costs of the Project completed
to the date of termination.
EAE Program Agreement (Repayable Contribution) June 10, 2003
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13. SALE OF PROPERTY
13.1 If, prior to the Completion Date of the Project, the Proponent sells,
leases, or otherwise disposes of any property other than Intellectual
Property, where the cost of the property is part of the Eligible Costs
under the Project to which Canada has contributed under this Agreement,
the Proponent shall immediately notify the Minister in writing of the
disposition and, if the Minister so requires, the Proponent shall share
with Canada the proceeds of the disposition in the same ratio as that
of Canada's contribution to the purchase of the property, except that
Canada's share shall not exceed its contribution under this Agreement.
14. SUBCONTRACTS
14.1 Except as provided in the Proposal, the Proponent shall not subcontract
all or any part of the Project funded by Canada unless the Proponent
has obtained the prior written consent of the Minister. Every
subcontract entered into by the Proponent shall provide that the
subcontractor shall comply with the terms and conditions of this
Agreement which are applicable to the subcontract.
15. ACKNOWLEDGEMENT
15.1 The Proponent will acknowledge the financial support of Canada in all
public information produced as part of the Project.
16. NOTICES
16.1 The claims for payment, requests, notices, and information referred to
in this Agreement shall be sent in writing or by any method of
telecommunication and, unless notice to the contrary is given, shall be
addressed to the party concerned at the following address:
TO CANADA:
Natural Resources Canada
000 Xxxxx Xx., 00xx Xxxxx
Xxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxx@xxxxx.xx.xx
TO THE PROPONENT:
Hydrogenics Corporation
0000 XxXxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Rob Del Core
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Email: xxxxxxxx@xxxxxxxxxxx.xxx
16.2 Notices, requests and documents are deemed to have been received, if
sent by registered mail, when the postal receipt is acknowledged by the
other party; by facsimile or electronic mail, when transmitted and
receipt is confirmed; and by messenger or specialized courier agency,
when delivered.
17. LEGAL RELATIONSHIP
17.1 Nothing contained in this Agreement shall create the relationship of
principal and agent, employer and employee, partnership or joint
venture between the parties.
17.2 The Proponent shall not make any representation that the Proponent is
an agent of Canada and shall ensure that the members of the Proponent
do not make any representation that could reasonably lead any member of
the public to believe that the Proponent or its members or contractors
are agents of Canada.
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18. TIME OF ESSENCE
18.1 Time is of the essence of this Agreement.
19. MEMBERS OF THE HOUSE OF COMMONS
19.1 No Member of the House of Commons shall be admitted to any share or
part of this Agreement or to any benefit to arise therefrom.
20. CONFLICT OF INTEREST
20.1 It is a term of this Agreement that no individual, for whom the
post-employment provisions of the Conflict of Interest and
Post-Employment Code for Public Office Holders or the Conflict of
Interest and Post-Employment Code for the Public Service apply, shall
derive a direct benefit from this Agreement unless that individual is
in compliance with the applicable post-employment provisions.
21. FUNDS
21.1 The Proponent shall not make any direct or indirect reference to this
Agreement for the purpose of raising funds without the prior written
approval of the Minister.
22. ASSIGNMENT
22.1 This Agreement shall not be assigned in whole or in part by the
Proponent without the prior written consent of the Minister and any
assignment made without that consent is void and of no effect.
22.2 Where an assignment of this Agreement is made pursuant to Article 22.1,
such assignment shall not relieve the Proponent of any obligation under
this Agreement or impose any liability upon Canada.
23. DISPUTE RESOLUTION
23.1 The parties agree to negotiate all disputes arising from this Agreement
in good faith after receiving written notification of the existence of
a dispute from any party.
23.2 If a dispute arising out of this Agreement cannot be settled amicably
through negotiation, then the parties agree that either party may
submit the dispute to mediation as administered by the Arbitration and
Mediation Institute of Canada Inc. upon written notice to the other
party. The cost of mediation shall be borne equally by the parties.
24. GOVERNING LAW
24.1 This Agreement shall be interpreted in accordance with the laws in
force in the Province of ONTARIO.
25. AMENDMENTS
25.1 No amendment of this Agreement nor waiver of any of the terms and
provisions shall be deemed valid unless effected by a written amendment
signed by the parties.
26. LOBBYIST REGISTRATION ACT
26.1 The Proponent shall ensure that any person lobbying on behalf of the
Proponent is registered pursuant to the Lobbyist Registration Act.
27. APPROPRIATION
27.1 The payment of monies by Canada under this Agreement is subject to
there being an appropriation by Parliament for the Fiscal Year in which
the payment of monies is to be made.
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28. SUCCESSORS AND ASSIGNS
28.1 This Agreement shall enure to the benefit of and be binding on the
parties and their respective representatives, successors and assigns.
29. ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement between the parties
with respect to the subject matter of this Agreement and supersedes all
previous negotiations, communications, and other agreements, whether
written or verbal, between the parties.
IN WITNESS WHEREOF this Agreement has been executed on behalf
of HER MAJESTY THE QUEEN IN RIGHT OF CANADA by an officer duly authorized by the
Minister of Natural Resources and on behalf of the PROPONENT, by an officer duly
authorized in that behalf.
HER MAJESTY THE QUEEN IN RIGHT OF CANADA
06/11/02
____________________________________________
Date Xxxx Xxxxxxxx
Minister of Natural Resources
HYDROGENICS CORPORATION
13/09/02
____________________________________________
Date Xxxxxx Xxxxxx
President & CEO
Hydrogenics Corporation
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SCHEDULE A
STATEMENT OF WORK
BACKGROUND:
The Proponent has already developed a 40 kW fuel cell engine for use in
light-duty vehicle applications. The engine, which includes the fuel cell stack
and the balance of plant components, has been successfully integrated into a
prototype fuel cell vehicle, which is currently being demonstrated by a major
automobile manufacturer. Furthermore, the Proponent has been very successful in
developing and marketing a series of Automatic Fuel Cell Test Stations to auto
manufacturers and research organizations around the world. The proponent is also
developing a variety of small, large and portable fuel cell generators for use
in different applications, from stationary and back up power supply, to military
operations. Consequently, the Proponent has demonstrated the relevant expertise
to undertake this project.
OBJECTIVE/PURPOSE:
Hydrogenics Corporation (the Proponent) intends to pursue the commercial
opportunities that exist around the world for fuel cell powered transit bus
engines. Currently, there is an early demand for fuel cell powered transit buses
as part of government sponsored demonstration projects in Asia, Europe, North
and South America. In the future, this demand is expected to ramp-up
significantly as legislative requirements (California) for zero-emission
vehicles kick-in, and other governments move to procurement-based initiatives
for fuel cell buses.
Hydrogenics through this project, will develop a suitable prototype fuel cell
system, which will include all the necessary balance of plant components. The
fuel cell system will be developed for use as an advanced power-plant in urban
transit buses, and in particular, will be designed for use as part of a
hybrid-electric bus configuration. The fuel cell system will be set-up to work
in unison with a regenerative braking system that will employ high-voltage
ultra-capacitors. The regenerative braking system will capture most of the
energy that is normally lost as friction and heat in braking and will store this
energy electrically in ultra-capacitors. The combination of these two
technologies on a fuel cell bus should improve the overall energy efficiency of
the bus by up to 25%. (The ultra-capacitors will replace the batteries that are
normally used with regenerative braking systems. Batteries, due to their
re-charging profile, can only recover up to 10% of the energy lost to braking,
and also have a much higher weight penalty.) The regenerative braking system
based on ultra-capacitors lowers the power requirements for the fuel cell
system, because a significant portion of the power required for accelerating
from a stop, can be supplied by the ultra-capacitors. At present, there are no
fuel cell powered hybrid-electric transit buses in existence, nor are any under
development as far as is known, that feature ultra-capacitors with regenerative
braking. The fuel cell system and ultra-capacitor/regenerative braking system
developed through this project will be the first of its kind designed for use in
urban transit buses. The other innovative is where the fuel cell system and
ultra-capacitors will actually be located within the transit bus. In the fuel
cell buses that have been demonstrated to date, the fuel cell system is located
at the back of the bus in the engine compartment. Consequently, the weight of
the fuel cell system in this location along with the weight of the roof-top
storage tanks, has added to the axle loadings, in-turn putting the buses out of
compliance with weight regulations. Hydrogenics, will design the fuel cell
system and the ultra-capacitor portion of the regenerative braking system, so
that some of the fuel cell modules and ultra-capacitors may be located in
different locations within the bus. This approach will put these power systems
closer to where the power is required, and will permit the weight of these
systems to be distributed throughout the bus thus reducing the axle loadings of
the bus. The location of these systems in the bus will also be done in a manner
to facilitate service and maintenance requirements.
DESCRIPTION/SCOPE:
The Proponent will engage in the development of a 180 kW fuel cell system,
employing proton exchange membrane (PEM) fuel cell technology and the necessary
balance of plant components. The fuel cell system will be designed to work with
a regenerative braking system that employs ultra-capacitors. This project, will
include the following tasks:
1. Design and construct of a 180 kW fuel cell engine module, using proton
exchange membrane (PEM) fuel cells. The system will contain the
following major components:
a) fuel cell stacks
b) balance of plant materials and components
c) automatic controls and diagnostic systems
d) power conditioning unit
e) safety systems
2. Test and verify the operation of the fuel cell stacks.
3. Test and verify the operation of the 180 kW fuel cell engine module
4. Integrate the ultra-capacitors with the necessary power electronics and
associated controls into a 40 foot transit bus
5. Integrate a hybrid-electric drive system into a 40 foot urban transit
bus
6. Integrate a compressed hydrogen (5,000) psi storage system into a 40
foot urban transit bus.
BENEFITS:
The proposed fuel cell power engine will be offered for use in zero-emission
transit buses. The engine should be commercially available starting in the 2008
time frame. Once adopted, the technology should result in an accumulative
reduction of 1 Mt of CO2 emissions by 2020. The potential for job and wealth
creation in Canada is also substantial. Research and development jobs will
created immediately as a result of the Project. Competition will also be created
to other fuel cell engine developers, such as, International Fuel Cells, Xxxxxxx
Power Systems and Nuvera. New competition will help drive the innovation
process, by bringing new approaches forward, by reducing costs, and by speeding
up commercialization efforts, which in-turn will benefit everyone, including the
fuel cell industry.
MAJOR DELIVERABLES:
FISCAL XXXX 0000-0000
1. The Annual Report documenting progress to date and how the contribution
from Canada was utilized.
FISCAL XXXX 0000-0000
1. The Final Report which shall include details of:
(a) one 180 kw fuel cell engine module (with balance of plant
components), including test results verifying that the module is
operational.
(b) one regenerative braking system using ultra-capacitors integrated
into a 40 foot urban transit bus
(c) one hybrid-electric drive system integrated into a 40 foot urban
transit bus
(d) one compressed hydrogen (5,000) psi storage system integrated into
a 40 foot urban transit bus.
SCHEDULE B
ELIGIBLE COSTS
Subject to the terms and conditions of this Agreement, the Proponent shall be
reimbursed for Eligible Costs paid following successful completion of Project
segments. Eligible Costs shall be approved in accordance with Treasury Board
Guidelines associated with the execution of the various Tasks as described in
Schedule A. The reimbursable Provincial Sales Tax and the Goods and Services Tax
costs must be net of any tax rebate to which the Proponent is entitled.
TOTAL ELIGIBLE COSTS $5,763,455.00
CONTRIBUTORS: $ %
CANADA* 2,000,000 35
PROPONENT 3,763,455 65
* THE CONTRIBUTION FROM CANADA WILL BE ALLOCATED BY FISCAL YEAR (FY) AS FOLLOWS:
FY 2002/2003 = $1,000,000;
FY 2003/2004 = $1,000,000.
ELIGIBLE COSTS:
1. Labour
2. Materials and Supplies
3. Charges for the use of special facilities
4. Travel with prior approval of the Scientific Authority in accordance with
Treasury Board Guidelines
NON-ELIGIBLE COSTS:
1) Property Taxes
2) Purchase of Land
SCHEDULE C
REPORTS
1.1 TECHNICAL REPORTS
The Proponent shall submit quarterly Progress Reports within two weeks of the
end of the quarter in question. At completion of Fiscal Year 2002-2003, the
Proponent shall submit an Annual Report in place of the quarterly Progress
Report. The Annual Report shall cover the period from the start of the Project
until March 31, 2003 documenting progress to date. The Proponent shall submit a
Draft Final Report, which is due ON OR BEFORE APRIL 30, 2004. The Final Report
shall contain any revisions requested by the Minister. The Final Report shall be
submitted ON OR BEFORE JUNE 30, 2004. These reports shall be to the satisfaction
of the Minister and shall describe in detail how Canada's contribution was
utilized. The Proponent shall deliver FIVE COPIES OF THE ANNUAL REPORT AND FIVE
COPIES OF THE FINAL REPORT.
1.2 REVENUE REPORTS AND PAYMENTS
The Proponent shall provide to the Minister not later than 30 days
after the end of March and September in each calendar year, for the
period of the payment obligation described in ARTICLE 6.2 of this
Agreement, a complete and accurate report (including nil reports) of
any Revenue received by the Proponent and shall include any payments
due to Canada. The reports shall:
(a) contain a statement of the Revenue received by the Proponent;
(b) include a computation of any share of the Revenue, if any, due
and payable to Canada; and
(c) be certified as correct by the Treasurer or some other senior
officer of the Proponent.
2. TECHNICAL REVIEW MEETINGS
The Proponent shall organize and hold semi-annual PROGRESS REVIEW
MEETINGS on a date suitable to the Minister's representative and any
key stakeholders.
