Grant Agreement for the Wine Sector Support Program

Updated: August 20, 2024

Grant No: [PGM]-[PY]-[PIN]

Between:

His Majesty the King in Right of Canada, as represented by the Minister of Agriculture and Agri-Food (referred to as “Canada”)

And

[Organization Name] {{ operating as }} [Operating as Name] (referred to as the “Recipient”)

“Canada” and the “Recipient” are referred to individually as a “Party” or collectively as the “Parties.”

1. Canada has established the Wine Sector Support Program (the "Program") to provide short-term financial support to licensed Canadian wineries as they transition and adapt to ongoing and emerging challenges impacting financial resilience and competitiveness of the wine industry (the ‘Program’s Objective’).
2. The Recipient has submitted an application to the Program for funding which qualifies for support under the Program.
3. Canada has determined that the Recipient is eligible for a Grant under the Program.
4. Canada approved the Recipient’s application for a Grant under this Program, subject to the condition that the Parties would conclude a formal, written agreement providing funding on terms and conditions acceptable to Canada.
5. Canada and the Recipient, therefore, agree as follows:

Section 1: Purpose

The purpose of this Agreement is to set out the terms and conditions pursuant to which Canada will provide a Grant to the Recipient to support the Program’s Objective.

Section 2: Definitions

In this Agreement:

“Agreement” means this Grant Agreement including the attached Schedule A (Responsible Officer(s) Authorization Form);

“Agreement End Date” means March 31, 2025;

“Change in Control” means the sale of all or substantially all the assets of the Recipient; any merger, consolidation or acquisition of the Recipient with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of the Recipient in one or more related transactions;

“Communications” means any communications product, promotional material prepared or event held by the Recipient that informs the public about the Grant related to this Agreement. Communications can include, but are not limited to: funding announcements (news releases, press conferences, speeches, or content on broadcast or digital platforms, including social media); promotional materials (advertising products, videos, websites, social media campaigns, signage or exhibits); publications (training materials, reports, posters, brochures or fact sheets); and events (presentations, conferences, forums or workshops);

"Effective Date" means the date of the last signature to this Agreement;

“Fiscal Year” means the twelve-month period beginning April 1 of any year and ending March 31 of the following year;

“Grant” means the funding provided by Canada to the Recipient pursuant to the terms and conditions of this Agreement;

“Minister” means the Minister of Agriculture and Agri-Food representing His Majesty the King in right of Canada and any other person duly authorized to act on his or her behalf;

“Overpayment” means an amount paid by Canada as part of the Grant or which is treated as such pursuant to the terms of this Agreement, which the Recipient is not entitled to according to the terms and conditions of this Agreement and which is subject to the Overpayment obligations set out in this Agreement;

“Responsible Officer(s)” means the person(s) identified by the Recipient to be the signatory to this Agreement, and/or who is responsible for certifying any report under this Agreement.

Section 3: Payment of grant

3.1 Grant

3.1.1 Subject to the terms and conditions of this Agreement, Canada shall provide a Grant to the Recipient of not more than [Grant amount].

3.1.2 The Recipient shall complete the forms provided by Canada to receive payments under this Agreement by means of direct deposit into the Recipient’s account at a financial institution, unless another method for receipt of payments is authorized by Canada.

3.1.3 If not already provided, the Recipient shall provide to Canada no later than March 31, 2025, a copy of a valid federal wine licence for [Organization Name], issued by the Canada Revenue Agency, that clearly shows an expiration date of March 31, 2025 or later (that is, a copy of the licensing letter issued to you by the Canada Revenue Agency’s regional excise office).

3.1.4 The Recipient shall continue to meet the eligibility requirements of the Program during the term of this Agreement as set out in the Program’s criteria, detailed on the Program’s webpage. The Recipient shall promptly notify Canada should a change in the Recipient’s status render it no longer eligible for a grant under the Program.

3.1.5 Upon satisfaction of all conditions precedent set out in subsection 3.1.2, Canada will disburse the Grant.

3.1.6 In the event that the Recipient fails to meet the conditions set out in this Section, the Grant, if already disbursed, will be considered an Overpayment and Canada may terminate this Agreement. Canada will not be liable for any direct, indirect, consequential, exemplary, or punitive damages, costs and expenses regardless of the form of action, whether in contract, tort, or extra contractual liability, or otherwise, arising from the termination of this Agreement.

3.2 Appropriation

Pursuant to section 40 of the Financial Administration Act (R.S.C. 1985, c. F-11), the payment of the Grant under this Agreement is subject to there being an appropriation for the Fiscal Year in which the payment is to be made.

3.3 Reduction or termination of funding

Notwithstanding any other provision of this Agreement, Canada may reduce or cancel the Grant in the event that departmental funding levels are changed by Parliament during the term of this Agreement. In the event that Canada reduces or cancels the Grant, the maximum amount payable under this Agreement will be reduced accordingly.

3.4 Termination at Canada’s discretion

At any time before Canada provides the Grant to the Recipient, Canada may, at its sole discretion, by giving notice in writing to the Recipient, terminate this Agreement. The notice of termination will give the Recipient 60 days’ prior notice of the termination.

Section 4: Recovery of overpayments

4.1 Stacking of government assistance

Funding from federal, provincial, territorial, and municipal government sources cannot exceed 100% of the total grant funding determined for the Recipient, as calculated in accordance with Section 3.

If total funding from these sources exceeds this limit, the excess shall be treated as an Overpayment.

4.2 Overpayments

Any amount which constitutes an Overpayment resulting from this Agreement shall be reimbursable by the Recipient to Canada and until reimbursed constitutes a debt due to His Majesty the King in right of Canada. The Recipient shall reimburse the Overpayment within 60 days of receiving written notification by Canada. Interest shall be due and payable upon any amount not repaid after 60 days in accordance with the Interest and Administrative Charges Regulations issued under the federal Financial Administration Act.

4.3 Right to set-off or seek compensation

Without limiting the scope of the set-off or compensation rights available to Canada at common law or in the Civil Code of Québec (S.Q., 1991, c. 64), under the Financial Administration Act (R.S.C., 1985, c. F-11) or otherwise, Canada may:

• (a) set-off or seek compensation against any portion of the Grant that is payable to the Recipient pursuant to the Agreement any amount that the Recipient owes to His Majesty the King in right of Canada under legislation or any other agreement of any kind; and
• (b) set-off or seek compensation against any amounts that are owed to Canada by the Recipient any amount that is payable by His Majesty the King in right of Canada under legislation or any other agreements of any kind to the Recipient.

The Recipient acknowledges that the Recipient’s information may be shared with other Agriculture and Agri-Food Canada (AAFC) programs and other Government of Canada departments and agencies to assist Canada in the collection of debts owed by the Recipient to His Majesty the King in right of Canada.

Section 5: Responsibilities of the Recipient

5.1 Recipient’s General Obligations

Without limiting any of the Recipient’s specific obligations under the terms and conditions of this Agreement, the Recipient shall be responsible for the administration of this Agreement, including:

• (a) taking all necessary actions to maintain itself in good standing, to preserve its legal capacity, and to inform Canada without delay of any failure to do so;
• (b) declaring any amounts owing to His Majesty the King in right of Canada under any legislation or agreement;
• (c) agreeing to and completing forms approved by Canada to receive payments under this Agreement by means of direct deposit into the Recipient’s account at a financial institution, unless otherwise authorized by Canada;
• (d) designating the Responsible Officer(s) for the Recipient and notifying Canada of the name of the Responsible Officer(s) and any change in Responsible Officer(s) using the Responsible Officer(s) Authorization Form, attached hereto and made a part hereof as Schedule A. Schedule A may be modified by the Recipient without further amendment to this Agreement. The Recipient shall provide to Canada a copy of any updated Schedule A as soon as available and any changes to such shall be considered part of this Agreement;
• (e) disclosing to Canada, without delay, any fact or event that would or might compromise the Recipient’s ability to carry out any of the terms and conditions of this Agreement, either immediately or in the long term, including but not limited to, any Change in Control, pending or potential lawsuits and audits;
• (f) observing and abiding by all applicable federal, provincial, territorial, and municipal government laws and regulations, including, but not limited to, those related to: public health and safety; labour codes and standards; care and use of animals in research; wildlife habitat; and environmental matters and environmental protection;
• (g) providing written notice to Canada of a proposed Change of Control of the Recipient, in any manner, at least 60 days prior to the proposed change;
• (h) provide, upon the written request of Canada and without delay, any information as Canada may require concerning this Agreement for purposes related to the Agreement;
• (i) use its best efforts to ensure the completeness and accuracy of the information disclosed to Canada under this Agreement.

The Recipient shall fulfill all of its other obligations hereunder in a diligent, timely, and professional manner.

5.2 Indemnification

The Recipient shall indemnify and save harmless His Majesty the King in right of Canada, his Ministers, officers, servants, employees, agents, successors and assigns from and against all claims, losses, damages, costs, expenditures, actions, and other proceedings made, sustained, brought, prosecuted, threatened to be brought, or prosecuted in any manner based on, occasioned by, or attributable to any acts or omissions whatsoever of the Recipient (whether by reason of negligence or otherwise) in the performance or breach by the Recipient of this Agreement or any activity undertaken or purported to be undertaken under the authority or pursuant to the terms of this Agreement.

5.3 Insurance

The Recipient shall have and maintain adequate comprehensive public liability insurance against injury, death or other loss or damage resulting from the actions of the Recipient in connection with its efforts to satisfy the terms and conditions of this Agreement.

5.4 Ad hoc and special reports

Canada may at any time request supplementary, narrative or statistical reports relating to any aspect of the Grant, including but not limited to financial management, expenditures, funding and investments. If requested, the Recipient shall submit any such reports no later than 30 days after receiving the request.

The Recipient hereby grants to Canada a non-exclusive, royalty-free, perpetual, worldwide, and irrevocable licence to use, translate, reproduce, disclose, distribute, and modify such reports, in whole or in part, in any form or medium, within AAFC, within the Government of Canada or to other governments, for program administrative purposes.

5.5 Records retention

5.5.1 The Recipient shall keep proper books and records of the Grant received and of all expenditures made using the Grant.

5.5.2 The Recipient shall retain the books and records referred to in section 5.5.1 for a period of seven (7) years following the Agreement End Date.

5.5.3 At the request of Canada, the Recipient shall permit reasonable access to its files, books, records and personnel by representatives of Canada during the term of this Agreement or during the period referred to in section 5.5.2 for the purpose of verifying compliance with the terms and conditions of this Agreement. The Recipient shall permit Canada’s representative(s) to take copies and extracts from such books and records. The Recipient shall also provide Canada with such additional information as Canada may require with reference to such books and records.

5.6 Acknowledgement

The Recipient shall acknowledge the Government of Canada in both official languages in all of its Communications. Such acknowledgement shall be in the form approved by Canada, which includes, but is not limited to, official symbols of the Government of Canada in both English and French. The Recipient shall also limit the acknowledgement to communications agreed upon by Canada and terminate the acknowledgement upon written request of Canada.

5.6.1  Announcement

The Recipient agrees to notify Canada in a timely manner of any announcement or news conference informing the public of the Grant to facilitate the possible attendance of government representatives. News releases, or other forms of public announcement on broadcast or digital platforms, shall be publicized and issued jointly by the Parties.

5.6.2  Communications

The Recipient agrees to cooperate with Canada in the planning, development and distribution of all Communications and shall not release and disseminate them without Canada’s approval.

5.6.3  Notice to Canada

The Recipient agrees to advise Canada at least 48 hours in advance of any announcement of material events or changes that must be publicly disclosed pursuant to applicable legislation.

Section 6: Audit and evaluation

6.1 Recipient audit

The Recipient acknowledges that Canada may conduct periodic audits of its compliance with the terms and conditions of this Agreement, including without restriction compliance with the financial provisions. Canada may direct that an audit be carried out by an independent accredited auditor or other representative appointed by Canada. The Recipient shall cooperate with Canada and his or her representatives, employees, or contractors relative to any such audit. Canada shall pay the costs of audits undertaken pursuant to this clause.

6.2 Program evaluation

Canada may engage in an evaluation of the Program for the purposes of assessing its continued relevance and impact. The Recipient shall cooperate with the work of Canada relative to any such evaluation. Canada shall pay the costs of evaluations undertaken pursuant to this clause.

6.3 Auditor General of Canada

The Recipient acknowledges that, pursuant to sub-section 7.1 (Annual and additional reports to the House of Commons) of the Auditor General Act, the Auditor General of Canada may, at the Auditor General’s own cost, conduct an inquiry respecting the Recipient’s compliance with the terms and conditions of this Agreement or an inquiry into the Recipient’s procedures to measure and report on performance with respect to this Agreement. The Recipient shall cooperate with the Auditor General and his or her representatives, employees, or contractors relative to any such inquiry and grant them access to the Recipient’s documents, records and premises for purposes of any such inquiry. The Auditor General may discuss any concerns raised in such an inquiry with the Recipient and with Canada. The results may be reported to Parliament in a report of the Auditor General.

Section 7: Representations and warranties of the Recipient

7.1  The Recipient represents and warrants that all statements made in its application to the Program for the receipt of this Grant are accurate and complete.

7.2  The Recipient shall comply with all applicable laws in the performance of this Agreement and in any activities undertaken in relation to the Grant.

Section 8: Default and remedies

8.1 Default

Canada may declare a default under this Agreement if any of the following events occur:

• 8.1.1  to the extent permitted under the law, the Recipient becomes insolvent, commits an act of bankruptcy, has a receiving order made against it, makes an assignment to the benefit of creditors, takes the benefit of a statute relating to bankrupt or insolvent debtors, goes into receivership or bankruptcy, ceases to actively carry on a business, or is wound up or dissolved;
• 8.1.2  a Change in Control with respect to the Recipient has occurred without the prior written consent of Canada;
• 8.1.3  the Recipient has submitted false or misleading information to Canada or has made a false or misleading representation in respect of any matter related to this Agreement, other than in good faith, demonstration of which is incumbent on the Recipient, and to Canada’s satisfaction;
• 8.1.4  the Recipient fails to perform or comply with any term, condition, or other obligation contained in this Agreement for which it has responsibility.

8.2 Remedies

8.2.1 If Canada declares that an event of default has occurred, then Canada may, in addition to any other remedy provided by law or pursuant to this Agreement, exercise one or more of the following remedies:

• a) Where Canada determines that the Recipient’s default is capable of cure and that a delay for these purposes is appropriate, Canada reserves the right to send a written notice of default to the Recipient specifying a cure period of no fewer than 30 days from the date of the Recipient’s deemed receipt of the notice and requiring that the Recipient provide Canada with proof of the cure within that delay;

  If the Recipient fails to cure the default and provide Canada with proof of cure within the specified period, Canada may give the Recipient written notice of termination of this Agreement, and require the Recipient to reimburse all or part of the Grant disbursed, with interest, calculated in accordance with the Interest and Administration Charges Regulations, from the date of demand for reimbursement, and also to exercise any other remedy provided by law that Canada deems appropriate;

• b) Suspend the payment of any amount in respect of the Grant, regardless of whether the amount is owing prior to or after the date of such suspension; or
• c) Immediately terminate this Agreement by means of a written notice of default and termination given to the Recipient, and also to exercise any other remedy provided by law that Canada deems appropriate, including requiring the Recipient to reimburse all or part of the Grant disbursed, with interest, calculated in accordance with the Interest and Administration Charges Regulations, from the date of demand for reimbursement.

8.2.2 Notwithstanding this section of the Agreement, the occurrence of any of the events of default listed in clause 8.1.1 or 8.1.2 may automatically trigger a default under this Agreement, without any further notice to the Recipient.

Section 9: General provisions

9.1 Use and disclosure of Recipient information

9.1.1  Under this clause:

“Recipient’s Information” means all records, information either collected by or disclosed by a third party to Canada including but not limited to evaluation and other reports, as well as all other documentation either provided by the Recipient or prepared in relation to the activities undertaken and resources utilized under the terms of this Agreement; and

“Program Administration” means the design, construction, implementation, and administration of this Program or of other agricultural programs, transfer payments or operational programs or the agreements entered into under those programs and includes but is not limited to:

• (a)  the use of the Recipient’s Information in the auditing, assessment, analysis and evaluation of the Recipient, the Recipient’s performance of its contractual obligations,  the Agreement, and the Program;
• (b)  examining the scope and effectiveness of programs by the Government of Canada, by other governments in Canada and by municipalities; and
• (c)  contacting the Recipient so as to conduct surveys relating to delivery of programs in Canada.

9.1.2  All information pertaining to the Grant provided under this Agreement is collected under the authority of the Department of Agriculture and Agri-Food Act and is subject to the Access to Information Act and the Privacy Act.

9.1.3  The Recipient acknowledges and agrees that Canada may:

• (a)  for the purposes of ensuring efficiencies and effectiveness of Program Administration, collect and disclose the Recipient’s Information to other transfer payments or operational programs administered by Canada, to other Government of Canada officials, to other levels of governments in Canada and municipalities as well as to contractors or agents assisting them in Program Administration; and
• (b) make the following publicly available on a Government of Canada website: the name, business number and location of the Recipient, a description of the Grant, and the name, date and value of this Agreement.

9.2 Duty to consult

The Parties have determined that no legal duty to consult Aboriginal groups arises in the context of the Grant. If Canada determines that a legal duty to consult arises, the Recipient agrees that all of Canada's obligations pursuant to this Agreement will be suspended from the moment that Canada informs the Recipient that a legal duty to consult arises.

In the event that a legal duty to consult arises, the Recipient agrees that:

• a) Payment of the Grant will be suspended and Canada has no obligation to release payment of the Grant until Canada is satisfied that any legal duty to consult with, and where appropriate, to accommodate Aboriginal groups has been met and continues to be met; and
• b) if Canada determines that further consultation is required, the Recipient will work with Canada to ensure that the legal duty to consult, and where appropriate, to accommodate Aboriginal groups, is met and continues to be met to Canada's satisfaction.

9.3 Conflict of interest

The Recipient declares that individuals who are subject to the provisions of the Conflict of Interest Act (S.C. 2006, c. 9, s. 2 as amended), the Conflict of Interest Code for Members of the House of Commons, the Conflict of Interest Code for Senators, the Conflict of Interest and Post-Employment Code for Public Office Holders, the Values and Ethics Code for Agriculture and Agri-Food Canada, the Values and Ethics Code for the Public Sector, or any other values and ethics codes applicable within provincial or territorial governments or specific organizations, cannot derive any direct benefit resulting from this Agreement unless the provision or receipt of such benefit is in compliance with such legislation and codes.

9.4 Registration of lobbyists

The Recipient shall ensure that a person lobbying, as defined in the federal Lobbying Act (R.S.C., 1985, c. 44 [4th Supp.]) as amended, on the Recipient’s behalf is compliant with that Act.

9.5 Limitation of liability

The Recipient agrees that His Majesty the King in right of Canada, his Ministers, officers, servants, employees, agents, successors and assigns shall not be held liable for any injury, including death, to any person, or for any loss or damage to property of any person or for any obligation of the Recipient, its employees, servants, officers, agents, voluntary workers or anyone else, including any obligations arising from loans, capital leases, or other long-term obligations in relation to the Agreement.

9.6 Defending an action

In the event that either His Majesty the King in right of Canada or the Recipient is named in an action or a proceeding relating to this Agreement or relating to activities undertaken pursuant to or as a result of this Agreement in which liability is at issue, the named Party shall notify the other Party, and the named Party may defend the action or proceeding in its own name. If the named Party believes that the other Party has administration or control of any material having potential evidentiary value in such action or proceeding, the named Party may request access to such material for purposes of the litigation. The un-named Party may, however, refuse such access, if it is of the view that disclosure of the material would be contrary to its interest or its obligations under the law. The un-named Party shall refrain from any extra-judicial conduct which would prejudice the successful conclusion of the action or proceeding.

9.7 Relationship of the Parties – no principal agent relationship

Nothing contained in this Agreement creates or is to be construed as creating the relationship of principal and agent, employer and employee, partnership or joint venture between the Parties. The Recipient will not represent itself (including in any agreement with a third party), as an agent, employee, or partner of or in joint venture with Canada or in a manner that could lead a member of the public to believe that the Recipient is an agent, employee, or partner of or in joint venture with Canada.

9.8  No obligations to third Parties

Where the Recipient is entering into a loan, a capital lease, or other long-term obligation in relation to any activity for which the Grant is disbursed, the Recipient shall not incur any obligation on behalf of Canada and shall ensure that any agreement in respect thereof expressly relieves Canada of any liability for non-performance by the Recipient or damages caused by the Recipient.

9.9 Official Languages

All public information documents related to the Grant, prepared by or paid in whole or in part by Canada must be made available in both official languages, when Canada determines that this is required under the Official Languages Act (R.S.C., 1985, c. 31 [4th Supp.]). Tout document d’information publique ayant trait à la subvention et rédigé ou payé en totalité ou en partie par le Canada doit être offert dans les deux langues officielles, lorsque le Canada décide que la Loi sur les langues officielles (L.R.C. [1985], ch. 31 [4e suppl.]) l’exige.

9.10 Language of Agreement

This Agreement is drafted in English at the request of the Parties. Les Parties ont convenu que la présente entente soit rédigée en anglais.

9.11 Waiver

Canada may waive any condition to Canada’s benefit upon giving written notice to the Recipient. Failure by either Party to exercise any of its rights, powers, or remedies under the Agreement will not constitute a waiver of such right, power, or remedy. Any exercise of a right, power, or remedy will not prevent Canada in any way from later exercising the same or any other right, power, or remedy under this Agreement.

9.12 Governing law

This Agreement shall be governed by, and is to be interpreted in accordance with, the applicable federal laws and the laws in force in the province of [Province]. Any matter in dispute shall be submitted to the jurisdiction of the Courts of [Province] and all courts competent to hear appeals from the Courts of [Province].

9.13 Dispute resolution

Any matter in dispute under this Agreement shall be referred to the Director for the Program and the Recipient and, if the matter cannot be resolved, it shall be referred to the Minister, whose decision shall be final and binding.

9.14 Term of this Agreement

This Agreement shall take effect from the Effective Date and shall remain in effect until the Agreement End Date, unless terminated earlier in accordance with the terms of this Agreement.

9.15 Representatives of the Parties and notice

All communications provided for under this Agreement, including reporting and any notice, demand, or other communication, shall be in writing and shall be deemed to have been received if sent to the coordinates below or to the last address of which the sender has received notice pursuant to this clause.

9.16 Assignment

The Recipient shall not assign this Agreement or any payment, rights or obligations thereunder, in whole or in part, without the prior written consent of Canada. Any assignment made without such prior written consent is void and of no effect.

9.17 Entirety of Agreement

This Agreement comprises the entire agreement between the Parties. No prior document, negotiation, provision, undertaking, or agreement in relation to the subject of the Agreement has legal effect, unless incorporated by reference into this Agreement. No representation or warranty expressed, implied, or otherwise, is made by Canada to the Recipient except as expressly set out in this Agreement.

9.18 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining terms or provisions of this Agreement.

9.19 Interpretation

9.19.1 In the interpretation of this Agreement or any part of it, no rule of construction shall apply to the disadvantage of any party on the basis that: that party prepared this Agreement or any part of it; or seeks to rely on this Agreement or any part of it.

9.19.2 Any provision of this Agreement that requires the Recipient or any third party to provide information or records to Canada upon request, pursuant to a right of inspection, or demand of Canada may only be exercised by Canada for the purposes of administering and enforcing the provisions of this Agreement except as otherwise specifically permitted by this Agreement.

9.20 Binding effect

This Agreement shall be binding on the Parties, their successors, and permitted assignees.

9.21 Survival

Subject to and without restricting the operation of any time delay set out in this Agreement, the following sections and clauses shall survive the early termination or expiration of this Agreement:

• Stacking of Government Assistance
• Overpayments
• Right to Set-Off or Seek Compensation
• Indemnification
• Ad Hoc and Special Reports
• Program Evaluation
• Use and Disclosure of Recipient Information
• Limitation of Liability
• Defending an Action

9.22 Amendment

This Agreement may be amended in writing at any time and must be evidenced by the signature of Canada and the Recipient. Any amendment to this Agreement will form part of this entire Agreement. An amendment will take effect on the date of the latest signature unless otherwise stipulated by the Parties.

9.23 Counterparts

This Agreement may be signed in counterparts, each of which so signed shall be deemed to be an original, and such counterparts taken together shall constitute one Agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures.