CONTRIBUTION PAYMENTS. 3.1 Subject to the terms and conditions contained herein, SDTC shall pay to the Eligible Recipient up to the lesser of: (a) 45% of the Eligible Project Costs, or b) $1,651,168.91 (the “Contribution”), payable in installments as provided in Schedule C attached hereto. SDTC shall not make any payment on account of any cost incurred by the Eligible Recipient prior to May 1, 2010 or in excess of the costs set out in the Budget attached hereto as Schedule C. Any Person that does not have legal capacity in Canada or Excluded Recipient may collaborate with the Eligible Recipient in relation to the Project, and may contribute in-kind or advisory work, or perform work under contract to the Eligible Recipient, provided that such parties do not receive direct funding from SDTC. 3.2 Notwithstanding any other provision of this Agreement: a) the Contribution shall not exceed fifty percent (50%) of the Eligible Project Costs for the Project; b) the Eligible Recipient shall contribute a minimum of twenty-five percent (25%) of the Eligible Project Costs for the Project in cash, in-kind goods or services, or a combination thereof; c) SDTC shall not have any obligation to pay the Contribution, or any installment thereof, unless the Eligible Recipient(s), on or before the first Payment Date, has established, to the satisfaction of SDTC, that the Eligible Recipient through enforceable commitments or otherwise, has the financial capacity to finance the Project; and d) the Eligible Recipient shall declare and certify to SDTC in writing all direct sources of funding for the Project, whether in place, requested or anticipated to be requested, including Government Funding identified by specific government programs. 3.3 Installments of the Contribution shall be paid to the Eligible Recipient upon the achievement of various project Milestones and upon receipt by SDTC and SDTC Acceptance of all required reports. A written claim (“Claim”) requesting an installment payment for a Milestone and all associated required reports shall be submitted by the Eligible Recipient upon the achievement of each Milestone in accordance with the schedule of payments set out in Schedule C attached hereto. Early delivery is permitted, provided that SDTC shall not be required to release payment until that dates specified in Schedule C. Each Claim shall include a statement of Eligible Project Costs incurred in connection with the Milestone and shall be certified by an officer of the Eligible Recipient and accompanied by such supporting documentation as SDTC may require. Where the amount of any item of a Claim exceeds $1000.00, invoices, receipts or other supporting documentation shall be available for review by SDTC to support the Claim with respect to such items. Upon Acceptance by SDTC of a Claim for payment of an installment of the Contribution, SDTC shall pay to the Eligible Recipient such installment of the Contribution. SDTC shall have 45 days from the receipt of all required reports to provide notice of Acceptance or rejection of a Claim. If a Claim is rejected by SDTC then SDTC will give notice of such rejection to the Eligible Recipient, together with its reasons therefore, and the Eligible Recipient shall have 20 days to provide revised reports in support of such Claim. SDTC shall have 10 days to provide notice of Acceptance or rejection of revised reports. If the Claim is again rejected by SDTC then the aforementioned process and time periods for the submission of reports will continue until such time as the Claim is accepted or the Agreement is terminated. Any Claim that is reasonably rejected by SDTC after 3 submissions shall constitute an Event of Default. 3.4 SDTC shall withhold ten percent (10%) (the “Holdback”) from each installment of the Contribution payable hereunder until: a) the Project has been completed to the satisfaction of SDTC; b) all required reports have been received and approved by SDTC; and c) SDTC has accepted the Audited Project Report; at which time, SDTC shall, subject to Section 3.5 hereof, pay the Holdback to the Eligible Recipient. 3.5 The obligation of SDTC to make a payment to the Eligible Recipient of each installment of the Contribution is subject to the fulfillment, or the waiver by SDTC, in its sole discretion, of each of the following conditions on or before the time of each such payment:
Appears in 1 contract
Sources: Contribution Agreement
CONTRIBUTION PAYMENTS. 3.1 Subject to the terms and conditions contained hereinof this Agreement, SDTC shall will pay to the Eligible Recipient up to the lesser of: (a) 45% a maximum of the Eligible Project Costs$3,850,000, or b) $1,651,168.91 (the which constitutes SDTC’s “Contribution”), . The Contribution is payable in installments installments, as provided in the payment schedule in Schedule C attached hereto. C. SDTC shall will not make any payment on account of any cost for Project costs incurred by the Eligible Recipient prior to May the Project start date of February 1, 2010 or in excess of the costs set out in the Budget attached hereto as Schedule C. Any Person that does not have legal capacity in Canada or Excluded Recipient may collaborate with the Eligible Recipient in relation to the Project, and may contribute in-kind or advisory work, or perform work under contract to the Eligible Recipient, provided that such parties do not receive direct funding from SDTC2021.
3.2 Notwithstanding any other provision of this Agreement:
(a) the installment amounts within the payment schedule are calculated based on SDTC’s Contribution, which represents 38.8% of the Eligible Project Costs, as provided in the Project Budget in Schedule C;
(b) the installment amounts may be adjusted by SDTC during the Project Period if it is reasonably determined by SDTC that the actual Eligible Costs are materially less than the budgeted Eligible Costs listed in the Project Budget;
(c) the SDTC Contribution shall may not exceed fifty percent 50% of the Eligible Project Costs;
(50%d) the Recipient will ensure that the Consortium collectively contributes a minimum of 25% of the Eligible Project Costs for from non-governmental sources. This contribution can be in the Project;
b) the Eligible Recipient shall contribute a minimum form of twenty-five percent (25%) of the Eligible Project Costs for the Project in cash, in-kind goods or services, or a combination thereofof them;
c(e) SDTC shall is not have any obligation obligated to pay the Contribution, Contribution or any installment thereof, unless SDTC receives sufficient allocated funds from the Government of Canada;
(f) SDTC is not obligated to pay the Contribution or any installment unless the Eligible Recipient(s)Recipient, on or before the first each Payment Date, has established, establishes to the SDTC’s satisfaction of SDTC, that the Eligible Recipient through enforceable commitments or otherwise, has the financial capacity to finance the Project; and
d(g) the Eligible Recipient shall will, if requested, declare and certify to SDTC in writing all direct sources of funding for the Project, whether in place, requested or anticipated to be requested, including Government Funding identified by specific government programs.
3.3 Installments of the Contribution shall are to be paid to the Eligible Recipient by SDTC upon the achievement of various project Milestones and upon receipt by SDTC and SDTC Acceptance of all required reports. A written claim (“Claim”) requesting an installment payment for a Milestone and all associated required reports shall be submitted by the Eligible Recipient upon the achievement of each Milestone in accordance with the schedule of payments set out in Schedule C attached hereto. Early delivery is permitted, provided that SDTC shall not be required to release payment until that dates specified in Schedule C. Each Claim shall include a statement of Eligible Project Costs incurred in connection with the Milestone and shall be certified by an officer of the Eligible Recipient and accompanied by such supporting documentation as SDTC may require. Where the amount of any item of a Claim exceeds $1000.00, invoices, receipts or other supporting documentation shall be available for review by SDTC to support the Claim with respect to such items. Upon Acceptance by SDTC of a Claim for payment all associated Milestone reports. Upon receipt and Acceptance by SDTC of an installment of the Contributionassociated Milestone reports, SDTC shall pay to the Eligible Recipient such installment of the Contribution. SDTC shall have 45 days from the receipt of all required reports will endeavour to provide notice of Acceptance or rejection of a Claimthe Project payment within 45 days. If a Claim Milestone report is rejected not Accepted by SDTC SDTC, then SDTC will give notice of such the rejection to the Eligible Recipient, together with its reasons thereforefor the rejection, and the Eligible Recipient shall have has 20 days to provide revised reports in support of such Claimclaim. SDTC shall have has 10 days to provide notice of Acceptance or rejection of revised reports. If the Claim claim is again rejected by SDTC SDTC, then the aforementioned such process and time periods for the submission of reports will continue until such time as the Claim claim is accepted Accepted or the Agreement is terminated. Any Claim that is reasonably rejected The reasonable rejection by SDTC of any claim after 3 three submissions shall constitute constitutes an Event of Default.
3.4 SDTC shall will withhold ten percent (10%) % (the “Holdback”) from each installment of the Contribution payable hereunder until:
(a) the Project has been completed to the satisfaction of SDTC;
(b) all required reports have been received and approved by SDTC; and
(c) SDTC has accepted Accepted the Audited Project ReportFinancial Audit (or has determined that no Project Financial Audit is required); at which time, SDTC shallwill, subject to Section 3.5 hereof3.5, pay the Holdback to the Eligible Recipient.
3.5 The obligation of SDTC to make a payment to the Eligible Recipient of each installment of the Contribution is subject to the fulfillment, or the waiver by SDTC, SDTC in its sole discretion, of each of the following conditions on or before the time of each such payment:
Appears in 1 contract