The Grand Council of the Crees

BOUMHOUNAN AGREEMENT

BOUMHOUNAN AGREEMENT

Posted: 0000-00-00

Table of Contents

Preamble

Chapter 1 - Definitions

Chapter 2 - General Provisions

Chapter 3 - Description of the Project

Chapter 4 - Specific Guarantees, Assurances and Undertakings of Hydro-Québec in Favour of the James Bay Crees in Relation to the Project

Chapter 5 - Eastmain 1-A/Rupert Mercury Fund

Chapter 6 - Boumhounan Remedial Works Fund

Chapter 7 - Boumhounan Archaeological and Burial Sites Fund

Chapter 8 - Eenou Indohoun Fund

Chapter 9 - Training Fund

Chapter 10 - Employment, Contracts and Training

Chapter 11 - Wildlife Management

Chapter 12 - Cree Harvesting Claims

Chapter 13- Dispute Resolution Mechanism

Chapter 14 - Option respecting La Sarcelle Control Structure

Chapter 15 - Other Provisions

Chapter 16 - Coming into Force Signatories

Schedule 1 – Rate of Indexation

Schedule 2 – Option respecting La Sarcelle Control Structure

Schedule 3 – Service Contract Agreements

Schedule 4 – Contracts to be Negotiated

Schedule 5 – Principal Trades for Construction

Schedule 6 – Wildlife Management in the Area of the Eastmain 1-A / Rupert Project – Strategy and Critical Path


Agreement By and Between :

the Grand Council of the Crees (Eeyou Istchee), a corporation duly incorporated, herein acting and represented by Dr. Ted Moses, Grand Chief, duly authorized to execute this Agreement,

(hereinafter sometimes referred to as the « GCC (EI) »)

and

The Cree Regional Authority, a corporation duly constituted under chapter Chapter 89 of the Statute of Québec, 1978, now R.S.Q., chapter A-6.1, herein acting and represented by Dr. Ted Moses, its chairman, duly authorized to execute this Agreement,

(hereinafter sometimes referred to as the « CRA »)

and

The Eastmain Band, also known and designated as the Cree Nation of Eastmain, a local government duly constituted by the Cree Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by Mr. Edward Gilpin, its Chief, duly authorized to execute this Agreement,

(hereinafter sometimes referred to as the « Cree Nation of Eastmain »)

The Cree Nation of Mistissini, a local government duly constituted by the Cree Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by Mr. John Longchap, its Chief, duly authorized to execute this Agreement;

(hereinafter sometimes referred to as the « Cree Nation of Mistissini »)

The Nemaska Band, also known and designated as the Cree Nation of Nemaska, a local government duly constituted by the Cree Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by Mr. George Wapachee, its Chief, duly authorized to execute this Agreement,

(hereinafter sometimes referred to as the « Cree Nation of Nemaska »)

The Waskaganish Band, also known and designated as the Crees of the Waskaganish First Nation, a local government duly constituted by the Cree Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by Mr. Robert Weistche, its Chief, duly authorized to execute this Agreement,

(hereinafter sometimes referred to as the « Waskaganish First Nation»)

and

Hydro-Québec, a corporation duly incorporated under the Hydro-Québec Act (R.S.Q., c. H-5) with its head office in Montréal, Québec, herein acting and represented by Mr. André Caillé, its president and chief executive officer, duly authorized to execute this Agreement.

(hereinafter referred to as the « Hydro-Québec »)

And

The Société d’énergie de la Baie James, a corporation duly incorporated with its head office in Montréal, Québec, herein acting and represented by Mr. Elie Saheb, its president and chief executive officer, duly authorized to execute this Agreement,

(herein, sometimes referred as «SEBJ»)

(all of the above parties being sometimes referred to collectively as «the Parties»)


PREAMBLE Return to the table of contents

Whereas an Agreement entitled Agreement Concerning a New Relationship between the Government of Québec and the Crees of Québec has been executed between the Crees and the Government of Québec which has provisions relating to the Eastmain 1-A/Rupert Project;

Whereas the parties have executed, contemporaneously with this Agreement, Complementary Agreement no. 13 to the JBNQA to resolve certain matters of mutual interest;

Whereas the parties wish to set out herein various terms, conditions and measures respecting the Eastmain 1-A/Rupert Project;

Whereas the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, Hydro-Québec and la Société d’énergie de la Baie James have executed contemporaneously with this Agreement an agreement known as the Mercury Agreement (2001);

Whereas the Parties have executed contemporaneously with this Agreement an agreement known as the Nadoshtin Agreement;

Whereas the Grand Council of the Crees (Eeyou Istchee) and the Cree Regional Authority act on their own behalf and on behalf of the James Bay Crees in this Agreement.

Now, therefore, the parties hereto agree as follows:


Chapter 1 -- DEFINITIONS Return to the table of contents

For the purposes of this Agreement, and unless otherwise expressly provided or indicated by the context, the following words and phrases mean:

1. Definitions

1.1 «Agreement Concerning a New Relationship between the Government of Québec and the Crees of Québec»: The Agreement executed on February 7, 2002 between the Government of Québec and the Crees of Québec.

1.2 «Boumhounan Archeology and Burial Sites Fund»: the Fund established pursuant to Chapter 7 hereof.

1.3 «Boumhounan Remedial Works Fund»: the Fund established pursuant to Chapter 6 hereof.

1.4 «Category 1A lands»: the Category 1A lands within the meaning of Section 5 of the JBNQA and subsection 2(1) of the Cree-Naskapi (of Quebec) Act, S.C. 1984, c. 18.

1.5 «Community and Cree Community»: the Eastmain Band, the Cree Nation of Mistissini, the Nemaska Band, the Waskaganish Band or one of the other Cree Nations or Bands of Québec;

1.6 «Construction» : means engineering, procurement and construction works;

1.7 «Contracts and Employment Review Committee»: the committee established pursuant to 13.3.2 of the Nadoshtin Agreement and contemplated by 10.5.2 hereof.

1.8«Cree» or«Crees»or «James Bay Crees»: the persons eligible pursuant to paragraphs 3.2.1, 3.2.2 and 3.2.3 of Section 3 of the James Bay and Northern Quebec Agreement.

1.9 «Cree Band»: the Cree Nation of Chisasibi, the Whapmagoostui First Nation, the Cree Nation of Wemindji, the Eastmain Band also known and designated as the Cree Nation of Eastmain, the Waskaganish Band also known and designated as the Waskaganish First Nation , the Nemaska Band also known and designated as the Cree Nation of Nemaska, the Waswanipi Band and the Cree Nation of Mistissini, respectively constituted as corporations by the Cree-Naskapi (of Quebec) Act, S.C. 1984, c. 18, as well as the Crees of Oujé-Bougoumou.

1.10 «Cree Counsellor»: the Cree individual hired pursuant to Chapter 10 hereof.

1.11 «Cree Enterprise»: a Cree Band, or any Cree Entity, or any unincorporated business belonging to a James Bay Cree as well as any corporation in which one or more James Bay Crees, Cree Band or Cree Entity, or any trust, foundation or fund instituted to the benefit of any one or more of the aforementioned, holds fifty per cent (50%) or more of the voting shares or a sufficient participation to appoint the majority of Directors; as well as any partnership, joint venture, non­profit corporation or other enterprise or legal entity in which one or more James Bay Crees, Cree Band, or Cree Entity, or any trust, foundation or fund instituted to the benefit of any one or more of the aforementioned holds directly or indirectly a controlling interest, as well as any affiliate controlled by of any such corporation, partnership, joint venture, non-profit corporation or other enterprise or legal entity.

1.12 «Cree Entity»: the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority (including when acting through the Board of Compensation thereof), the James Bay Eeyou Corporation, the Opimiscow Companee, the Sakami Eeyou Corporation, the Oujé-Bougoumou Eenuch Association, the Oujé-Bougoumou Development Corporation, the Cree Trappers’ Association, the Cree Outfitting and Tourism Association, the Cree Native Arts and Crafts Association, the Cree Development Corporation, the Cree villages, the Cree landholding corporations, as well as other Cree controlled corporation, enterprise or legal entity referred to in the James Bay and Northern Quebec Agreement or created pursuant to the James Bay and Northern Quebec Agreement, any Complementary Agreement thereto, or any other Agreement between Québec or Canada and any Cree Band, the Grand Council of the Crees (Eeyou Istchee) or the Cree Regional Authority.

1.13«Cree Nation»: all the James Bay Crees.

1.14 «Dispute Resolution Mechanism»: the process and the procedure provided for in Chapter 13.

1.15 «Eenou Indohoun Fund»: the Fund established pursuant to Chapter 8 hereof.

1.16 «EM 1-A/Rupert Mercury Fund»: the Fund established pursuant to Chapter 5 hereof.

1.17 «Hydro-Québec»: Hydro-Québec, the corporation duly incorporated under the Hydro-Québec Act (R.S.C., c. H-5), or the Société d’énergie de la Baie James, the company contemplated by section 39.1 of the Hydro-Québec Act (R.S.Q., c. H-5), or both.

1.18 «James Bay and Northern Québec Agreement» or «JBNQA»: the James Bay and Northern Quebec Agreement approved, given effect and declared valid by the James Bay and Northern Quebec Native Claims Settlement Act (Chapter 32 of the Statutes of Canada, 1976-77) and by the Act approving the Agreement concerning James Bay and Northern Quebec (L.Q., 1976, chapter 46) and as amended by certain complementary agreements.

1.19 «La Grande (1986) Agreement»: the Agreement executed between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, the Chisasibi Band, the Whapmagoostui (Whapmagoostoo) Band, the Wemindji Band, the Eastmain Band, the Waswanipi Band, the Nemaska Band, the Waskaganish Band, the Mistassini Band, the Crees of Oujé-Bougoumou, Hydro-Québec and the Société d'énergie de la Baie James, dated November 6, 1986;

1.20 «Mercury Agreement (2001)»: the Agreement dated February 7, 2002, executed between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, Hydro-Québec and the Société d’énergie de la Baie James.

1.21 «Nadosthin Agreement»: the Agreement dated February 7, 2002, executed between the Parties relating to the Eastmain 1 Project.

1.22 «Nadosthin Companee»: the Corporation established pursuant to Chapter 7 of the Nadoshtin Agreement.

1.23«Namess Corporation»: The corporation established pursuant to 3.2 of the Mercury Agreement (2001).

1.24 «Other Cree nations»: the bands (First Nations) other than the Eastmain Band, the Cree Nation of Mistissini , the Nemaska Band and the Waskaganish Band contemplated in section 12 of the Cree-Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, as well as the Crees of Oujé-Bougoumou (the Oujé-Bougoumou Cree Nation), a recognized collectivity of James Bay Crees;

1.25 «Project» or «Eastmain 1-A/Rupert Project» or «Eastmain 1-A Powerhouse and Rupert Diversion»: The partial diversion of the Rupert River towards the Eastmain 1 reservoir with or without the addition of a powerhouse in the vicinity of the Eastmain 1 site and including an East-West access road from the existing Muskeg substation to the Eastmain 1 site as more fully described in Chapter 3 hereof.

1.26«Proposed La Sarcelle Powerhouse Project»: The project described in Schedule 2 hereof.

1.27«Rate of Indexation»: the rate of indexation established pursuant to Schedule 1 hereof.

1.28 «SEBJ»: Société d’énergie de la Baie James, the company contemplated by section 39.1 of the Hydro-Québec Act, (R.S.Q., c. H-5), or Hydro-Québec, the corporation duly incorporated under the Hydro-Québec Act, (R.S.Q., c. H-5), or both;

1.29 «Traditional activities»: the traditional activities of the Crees, notably those contemplated by Chapter 24 of the JBNQA;

1.30 «Training Fund»: the fund established pursuant to Chapter 9 hereof.

1.31 «Weh-Sees Indohoun Corporation»: The corporation created pursuant to Chapter 14 of the Nadoshtin Agreement and contemplated by Chapter 11 hereof.


Chapter 2 -- GENERAL PROVISIONS Return to the table of contents

2.1 In consideration of the rights, benefits and measures in their favour set out in this Agreement and in the Agreement Concerning a New Relationship Between the Government of Québec and the Crees of Québec, the Cree parties consent to the construction, operation and maintenance of the Project subject to and in accordance with the terms of this Agreement.

2.2 The Project will be subject to the environmental and social protection regime stipulated in Section 22 of the JBNQA according to the terms of that section as well as to applicable environmental legislation.

2.3 Hydro-Québec specifically undertakes that it will carry out the remedial and mitigating measures, implement the guarantees, the commitments and the undertakings and provide the Crees, Cree Bands and Cree enterprises the economic and community benefits set out in this Agreement in respect to the Project.

2.4 Hydro-Québec will collaborate in respect to the discussions contemplated by 4.18 of the Agreement Concerning a New Relationship Between the Government of Québec and the Crees of Québec.


Chapter 3 -- DESCRIPTION OF THE PROJECT Return to the table of contents

3.1 Subject to the specific guarantees, assurances and undertakings specified in Chapter 4 and Chapter 14 (Option respecting the La Sarcelle control structure) hereof, the Parties agree that the Project shall consist of:

  1. the partial diversion of the Rupert River, at or around km 314 of the river, towards the North, to the projected Eastmain 1 reservoir and then to the reservoirs of LG 2 and LG 1 through the existing Eastmain-Opinaca-La Grande diversion, substantially as shown on Plate 1 (entitled «Eastmain 1-A Powerhouse and Rupert Diversion Cramoisy 2001 Variant (DR-314)» dated January 31, 2002) and on Plate 2 (entitled «Eastmain 1-A Powerhouse and Rupert Diversion» dated January 31, 2002) attached to this Chapter 3;
  2. the major components of the partial diversion of the Rupert River, also generally described on Plates 1 and 2, are the main dam across the Rupert River, 3 additional dams along with dykes for the tailbay and forebay closures, the spillway on the Rupert River, the instream flow release structures into the Rupert, Lemare and Nemiscau Rivers, a control structure between the Rupert forebay and tailbay, canals between impounded areas, and the relocation of certain sections of existing 735 kV transmission lines passing through areas to be impounded in the tailbay area;
  3. the partial diversion of the Rupert River also includes 3 temporary work camps, permanent access roads from the Albanel substation and from an existing secondary road, a temporary 25-kV line supported by wood poles from the Albanel substation to the construction area and a permanent 25-kV line to the spillway on the Rupert River;
  4. the partial diversion of the Rupert River will also include remedial and mitigating works, such as weirs along the Rupert River;
  5. at the option of Hydro-Québec, the addition of a powerhouse, Eastmain 1-A, to be located between the Eastmain 1 powerhouse and the Eastmain 1 spillway site, the installed capacity of such Eastmain 1-A powerhouse not to exceed 770 MW, with a distinct intake and tailrace to and from the powerhouse, all substantially as shown on Plate 2 attached to this Chapter 3. This Eastmain 1-A powerhouse will be integrated to the transmission system at the Eastmain 1 site;
  6. a permanent East-West access road from the existing Muskeg substation to the Eastmain 1 site;
  7. the facilities at the La Sarcelle site with a control structure or powerhouse, depending upon the exercise or termination without exercise of the Cree option respecting the La Sarcelle Control Structure, as provided under Chapter 14 and Schedule 2 hereof and shown on Plate 2 attached to this Chapter 3.

3.2 The Crees will be directly involved and consulted, through the Service Contract Agreements provided in Schedule 3, in the Project studies and work throughout the feasibility and permit phase of the Project. It is anticipated that this will lead to further improvement of different aspects of the Project.


Chapter 4 -- Specific Guarantees, Assurances and Undertakings of Hydro-Québec in Favour of the James Bay Crees in Relation to the Project Return to the table of contents

4.1 The Project will be subject to the environmental and social impact assessment regime of the JBNQA and all required governmental authorizations. These authorizations, if issued, may include changes to the design and operating parameters of the Project as well as various remedial, mitigating and other measures.

4.2 Upon the Project receiving all necessary authorizations, Hydro-Québec will carry out the mitigation measures provided for herein on a timely basis and as early as reasonably feasible.

4.3 The provisions of 4.6 to 4.8 constitute specific guarantees, assurances and undertakings of Hydro-Québec in favour of the James Bay Cree in relation to the Project which will apply concurrently with or in addition to any governmental conditions or authorizations.

4.4 The consent of the parties to this Agreement is subject to the condition that no changes resulting from governmental authorizations shall significantly increase the nature and the scope of the Project.

4.5 The remedial works mentioned herein shall be carried out by Cree individuals or entities provided that Hydro-Québec’s schedules, costs and quality requirements are met. Hydro-Québec shall provide technical expertise and work closely with the Crees in the supervision of the said works.

4.6 Guarantees

Hydro-Québec guarantees the following in respect to the Project:

a) Mistissini Lake

The natural water levels and currents of Mistissini Lake shall not be affected by the Project and no facilities associated with the Project will be installed in the Lake or in the vicinity of the Lake.

b) Rupert River upstream from the point of diversion

The natural water levels and natural water flows of the Rupert River and its tributaries upstream of the forebay limits at km 337, shall not be affected by the Project. The natural water levels and natural water flows of Lake Woollet, Lake Bellinger and Lake Mesgouez will not be affected by the Project.

c) Upstream fish habitat

The aquatic habitat upstream of all forebay limits of the Project will not be affected.

d) Residual flow

Should Hydro-Québec decide to proceed with the Project, it is acknowledged that the environmental and social impact assessment procedure relating thereto will deal with the residual flow of the Rupert River.

It is acknowledged that Hydro-Québec shall not be precluded from proposing, for the purposes of the environmental and social impact assessment procedure, a minimum residual flow which it considers appropriate.

Notwithstanding the preceding two paragraphs, the Crees shall have the option, to be exercised by written notice given to Hydro-Québec no later than April 1st, 2003 by the GCC(EI)/CRA, to have Hydro-Québec design the Project with a residual flow, at the point of diversion of the Rupert River, of at least 20% of the existing mean annual flow at the point of diversion of the Rupert River.

Should the Crees exercise this option of a residual flow of at least 20%, Hydro-Québec undertakes, i) to file the statement of Environmental and Social Impact of the Project with a minimum residual flow of 20% of the existing mean annual flow, at the point of diversion of the Rupert River and ii) to design, construct, operate and maintain the Project with no less than such residual flow of 20% of the existing mean annual flow, at the point of diversion of the Rupert River, once the facilities respecting the major components of the partial diversion of the Rupert River are in service.

e) Road Network

The Crees shall have access to the roads used in connection with the Project as well as the use of Hydro-Québec's services and facilities to the extent compatible with safety and security, or otherwise as may be agreed to from time to time by the Parties. However, the interested Parties may agree to exclude certain services and facilities at the request of either one of them.

f) Spilling

Spills will only occur through spillways. The control structure between the forebay and tailbay of the Rupert diversion will be designed so as to minimize spills downstream, notably for ecological purposes.

g) Champion Lake

The natural water levels and currents of Champion Lake will not be affected by the Project. At the request of the Crees, Hydro-Québec will work closely with the community of Nemaska and Cree users in establishing and implementing measures to improve water levels in Champion Lake during dry seasons.

h) Other agreements

Subject to Chapter 14 and Schedule 2, nothing in this Agreement can be interpreted or used to modify, reduce, or otherwise affect any undertakings of Hydro-Québec in the JBNQA or in any other Agreement relating to any other hydroelectric development project in the Territory.

4.7 Commitments of Hydro-Québec

Hydro-Québec gives the following commitments and provides the following undertakings in respect to the Project:

a) Wildlife and the aquatic and terrestrial habitat of Rupert Bay

It is Hydro-Québec’s position that the Project will not affect negatively existing wildlife and the aquatic and terrestrial habitat of Rupert Bay. However should the Project affect negatively the wildlife and the aquatic and terrestrial habitat of Rupert Bay, Hydro-Québec will carry out the necessary remedial and mitigating works in Rupert Bay to relieve these impacts on wildlife, aquatic and terrestrial habitat, including those remedial works established by the environmental and social impact review process.

b) Transport – ice cover of Rupert River

It is Hydro-Québec’s position that the Project will not affect the usual Cree crossings over the Rupert River by ice cover in the winter. However should the Project affect such crossings under normal meteorological conditions, then Hydro-Québec must provide appropriate remedial and mitigating works to ensure alternate crossings of equivalent convenience and safety.

c) La Grande River bank stability

It is Hydro-Québec’s position that the Project will not affect La Grande River bank stability, particularly the stability of the banks of La Grande River from LG 2 powerhouse to the mouth of the La Grande River. However should the La Grande River banks be so affected, Hydro-Québec will provide appropriate remedial and mitigating works including those set out in section 4.10 of the Chisasibi Agreement (dated April 14, 1978, and executed between, among others, the GCC(EI), Hydro-Québec, SEBJ and the Government of Québec), which shall apply mutatis mutandis to this Agreement taking into account the effects of the Project.

4.8 Undertakings of Hydro-Québec

Hydro-Québec undertakes to carry out the following works and measures at its cost:

a) Character of Rupert River

In order to maintain to the greatest extent possible the character of the Rupert River, Hydro-Québec shall, at the option of the Cree users, design and construct up to 10 weirs along the Rupert River downstream from the point of diversion. Hydro-Québec shall undertake the construction of such weirs at the earliest time possible. The design and location of these weirs will be determined in concert with the Crees.

In those locations where Hydro-Québec, in concert with Cree users, will have built such weirs, Hydro-Québec will also facilitate the migration of fish where under natural conditions the migration already exists.

b) Migration of fish

The migration patterns of fish West of the point of diversion of the Rupert River will be maintained notwithstanding the diversion. For this purpose appropriate remedial and mitigating works including if need be fish ladders will be provided, maintained and replaced by Hydro-Québec.

c) Spawning sites

The spawning sites of fish downstream from the point of diversion of the Rupert River will be maintained or replaced. For this purpose appropriate remedial and mitigating works will be provided and maintained and, if need be, spawning sites will be replaced by Hydro-Québec.

Particular attention will be given by Hydro-Québec to the Noodamessenan (Smokey Hill) cisco spawning site and sturgeon spawning sites, which are of important cultural significance to the Cree.

d) Waskaganish Water System

Upon the diversion of the Rupert River, Hydro-Québec will ensure that the water for domestic use in the community from the Rupert River will meet the MENV and Federal standards and will be of no lesser quality and in no lesser quantity than that provided by the water treatment plant that preexists the Project. Hydro-Québec will also ensure that the elimination of waste water from the community following the diversion of the Rupert River will not be incompatible with the current uses of the River.

In relation to the water supply demands of the present and future Waskaganish community, Hydro-Québec shall ensure that the water treatment plant has a supply of water equal to what the Rupert River is able to provide in its natural state, prior to the existence of the Project.

e) Shore facilities and transportation

Hydro-Québec will maintain the same level of access to the existing wharf facilities at Waskaganish as preexisted the Project, subject to changes which are independent from the Project.

f) Boat launching facilities

Hydro-Québec will ensure and maintain access to Rupert’s Bay, Rupert River and points along their shores in accordance with existing Cree practices including existing present tidal considerations, through among other measures, but not exclusively, the construction of boat launching facilities and related infrastructures.

g) River bank stability

Hydro-Québec will ensure the stability of the banks of the South shore of the Rupert River in front of the community of Waskaganish and the vicinity of the intake of the water treatment plant. It is understood by the parties that Hydro-Québec’s obligation will match the expansion of the community.

h) Portages

For the affected rivers to continue to be able to play their cultural heritage role, Hydro-Québec will provide and maintain portages to ensure the navigability of such rivers where such navigability existed prior to the Project.

i) Nemaska River

The existing mean annual flow and the existing mean water level will be substantially maintained by Hydro-Québec throughout the course of the Nemaska River, including Lake Teilhard, Lake Biggard and Lake Caumont. These mean annual flows and water levels will be determined in concert with the Nemaska Band and Cree users.

j) Nemaska Lake

The existing water levels of Nemaska Lake will be substantially maintained by Hydro-Québec through specific remedial and mitigation measures such as a weir built at the outlet of the lake.

k) Fish Habitat

Through remedial and mitigating measures such as the creation of new fish habitat, if required, Hydro-Québec will ensure that the Project will result globally in no net loss of fish habitat. Remedial and mitigating measures including the creation of new fish habitat shall be undertaken by Hydro-Québec in concert with affected Cree communities and Cree users. Furthermore, such measures must whenever possible be undertaken on traplines where fish habitat may be impacted or in areas closest to these affected traplines in concert with Cree users.

l) Clearing impounded area

Hydro-Québec will cut and dispose of trees in specific areas of land planned to be flooded prior to impoundment, in concert with Cree users, in order to create better conditions for fish habitat, fish harvesting, safety, transport and water flow.

Prior to the disposal of trees in the proposed impoundment, Cree users shall have the opportunity to salvage wood for traditional uses.

The areas to be cleared shall be determined by the parties, taking into account the clearing objectives and specifications contemplated by Schedule 2 of Section 8 of the JBNQA, and shall not be less than the requirements to meet such objectives and specifications. Additional areas to be cut may be determined through the Environmental and impact review process provided for in Section 22 of the JBNQA.

Hydro-Québec shall cause the trees of commercial value which are cut in such areas to be delivered to the Waswanipi Cree sawmill at no cost to the Crees. This undertaking shall not apply where the trees of commercial value cut in such areas cannot be so delivered in commercial quantities taking into account the existing road networks, the location of the forested areas to be cleared and the volume of timber in those forested areas.

4.9 General Remedial Works

There shall be general remedial works, planned by Hydro-Québec in concert with the Crees, carried out at the cost of Hydro-Québec, to minimize to a reasonable extent all possible and probable damages from the Project resulting to the Cree people or to the animals, birds and fishes upon which they depend, and to minimize to a reasonable extent all possible and probable damages resulting from breaches, should they occur, of the guarantees, assurances and undertakings of Hydro-Québec provided under 4.6 to 4.8 herein.


Chapter 5 -- EASTMAIN 1-A/RUPERT MERCURY FUND Return to the table of contents

5.1 Mercury Fund

Considering the impact of the Eastmain 1-A/Rupert Project on the concentration of mercury in fish, Hydro-Québec shall provide the following funding which shall be without prejudice to the rights and recourses of the Crees and shall not affect any liability of the Parties hereto arising from mercury to individual Crees.

5.2 Establishment

There is hereby established the Eastmain 1-A/Rupert Mercury Fund which shall have a maximum duration of twenty (20) years from the date of the decision by resolution by the Board of Directors of Hydro-Québec to proceed with the construction of the Project after having obtained the required authorizations and permits for the Project.

5.3 Composition and payment

5.3.1 The Eastmain 1-A/Rupert Mercury Fund shall consist of an amount of THREE-MILLION DOLLARS ($3,000,000) (in 2002 dollars), from the budget and funds of Hydro-Québec which shall be made available to Namess Corporation by Hydro-Québec within thirty (30) days from the date of the decision by resolution of its Board of Directors to proceed with the construction of the Project, after having obtained the required authorizations and permits for the Project. The Rate of Indexation shall apply to the amount contemplated herein from the date of the execution of this Agreement to the date of its entire payment by Hydro-Québec.

5.3.2 The Eastmain 1-A/Rupert Mercury Fund shall be held and disbursed by Hydro-Québec, but shall be under the control of the Eeyou Namess Corporation contemplated by the Mercury Agreement (2001). The Eastmain 1-A/Rupert Mercury Fund shall be administered by the Eeyou Namess Corporation as a distinct fund.

5.3.3 The funding contemplated in 5.3.1 is in addition to the Namess Funds provided for by the Mercury Agreement (2001). However, such funding shall be dealt with in accordance with the provisions of the Mercury Agreement (2001) which shall apply mutatis mutandis to the Eastmain 1-A/Rupert Mercury Fund, subject to the provisions hereof.

5.3.4 For greater certainty, but subject to 5.5, the Fund will be used and paid out as set out in the Mercury Agreement (2001), and may be used as well for the following type of measures:

  1. access to alternative fishing sites;
  2.  fishing and hunting subsidies;
  3. fish and wildlife habitat enhancement;
  4. development of waterfowl hunting ponds.

5.4 Use of the Fund

The Eastmain 1-A/Rupert Mercury Fund shall not be used for works and measures contemplated by Chapter 4 hereof or which arise from the permits and/or authorizations for the Project.

5.5 Allocation of the Fund

Nadoshtin Companee shall instruct Namess Corporation as to the division of the Fund for the benefit of each of the Cree Nations of Eastmain, Mistissini, Nemaska and Waskaganish.

5.6 Penalty

Should Hydro-Québec not make a payment provided for in 5.3 hereof, it shall pay for the benefit of Eeyou Namess Corporation, in addition to the amount of the due payment, a penalty of two percent (2%) of the amount of the due payment for every month or portion thereof the payment is outstanding.


Chapter 6 -- BOUMHOUNAN REMEDIAL WORKS FUND Return to the table of contents

6.1 Constitution

There shall be a Boumhounan Remedial Works Fund. This Fund shall be under the control of and managed by Nadoshtin Companee. The organization, the objects, the operation, the powers and responsibilities of Nadoshtin Companee are described in Chapter 7 of the Nadoshtin Agreement. These provisions, including 7.4, apply mutatis mutandis to this Agreement.

6.2 Composition and Payment

The Boumhounan Remedial Measures Fund shall consist of an amount of THIRTY-TWO MILLION DOLLARS ($32,000,000) (in 2002 dollars), from the budget and funds of Hydro-Québec which shall be paid to Nadoshtin Companee by Hydro-Québec within thirty (30) days from the date of the decision by resolution of its Board of Directors to proceed with the construction of the Project, after having obtained the required authorizations and permits for the Project. The Rate of Indexation shall apply to the amount contemplated herein from the date of the execution of this Agreement to the date of its entire payment by Hydro-Québec.

6.3 The purposes of the Boumhounan Remedial Works Fund

The purposes of the Boumhounan Remedial Works Fund shall be as follows:

  1. to facilitate the continuance by the Crees of traditional activities;
  2. to alleviate negative impacts of the Project;
  3. to further the use by Crees of the areas affected by the Project and the reorganization of such areas;
  4. to favor the biological and visual quality of the environment as well as its productivity;
  5. to assist the regeneration of habitats;
  6. to carry out the works and programs contemplated in Schedule 4 of Section 8 of the JBNQA and in Schedules C, D and E of the Opimiscow Agreement of January 8, 1993 involving the GCC(EI), the CRA, Hydro-Québec and the SEBJ;
  7. to carry out any other works deemed appropriate by Nadosthin Companee.

6.4 Scheduling and expenses

The Boumhounan Remedial Works Fund shall be expended by Nadoshtin Companee during the period of fifteen (15) years following the payment by Hydro-Québec to Nadosthin Companee pursuant to 6.2 hereof.

6.5 The amounts to be expended from the Boumhounan Remedial Works Fund shall be determined annually or from time to time in advance by Nadoshtin Companee based upon detailed plans, programs and budgets.

6.6 Use of the Boumhounan Remedial Works Fund

  1. The Remedial Works Fund shall be used in accordance with 6.3 for the environmental, mitigating and remedial studies, works, measures and programs contemplated in this Chapter so as to alleviate negative impacts caused by the Project notably on the traditional and related activities of the Crees and to provide for enhancement works.
  2. The Boumhounan Remedial Works Fund shall not be used for the works and measures contemplated by Chapter 4 hereof or which arise from the permits and/or authorizations for the Project.

6.7 Penalty

Should Hydro-Québec not make the payment provided for in this Chapter, it shall pay to Nadosthin Companee, in addition to the amount of the due payment, a penalty of two percent (2%) of the amount of the due payment for every month or portion thereof the payment is outstanding.


Chapter 7 -- BOUMHOUNAN ARCHEOLOGICAL AND BURIAL SITES FUND Return to the table of contents

7.1 Constitution

There shall be a Boumhounan Archaeological and Burial Sites Fund. This Fund shall be managed and controlled by Nadoshtin Companee.

7.2 Composition and Payment

The Boumhounan Archaeological and Burial Sites Fund shall consist of an amount of TWO MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) (in 2002 dollars) from the budget and funds of Hydro-Québec which shall be paid to Nadoshtin Companee by Hydro-Québec within thirty (30) days from the date of the decision by resolution of its Board of Directors to proceed with the construction of the Project, after having obtained the required authorizations and permits for the Project. The Rate of Indexation shall apply to the amount contemplated herein from the date of the execution of this Agreement to the date of its entire payment by Hydro-Québec.

7.3 The purposes of the Archaeological and Burial Sites Fund

The purposes of the Archaeological and Burial Sites Fund shall be as follows:

  1. Initiating an Archaeology study;
  2. Conducting of archaeological inventories;
  3. Conducting of archaeological excavations;
  4. Conducting of related studies (for example, historical documentation, paleoenvironmental studies);
  5. Analysis and interpretation of findings including communication of the results (through, for example, publications, videos, etc.);
  6. Recording and preservation of traditional Cree knowledge of the lands and water that might be affected by the Project;
  7. Identification and possible relocation upon request of native burial sites.

7.4 Scheduling and expenses

7.4.1 The Archaeological and Burial Sites Fund shall be expended by Nadoshtin Companee during the period of ten (10) years following the payment by Hydro-Québec to Nadosthin Companee pursuant to 7.2 hereof.

7.4.2 The amounts to be expended from the Archaeological and Burial Sites Fund shall be determined from time to time in advance by Nadoshtin Companee based upon detailed plans, programs and budgets.

7.5 Use of Archaeological and Burial Sites Fund

7.5.1 The Archaeological and Burial Sites Fund shall be used to finance and carry out the Archaeological and Burial Sites Program to be defined, coordinated and carried out by Nadoshtin Companee, including operating expenses and transportation costs, in general conformity with Chapter 10 and Schedule 5 of the Nadoshtin Agreement.

7.5.2 The Boumhounan Archaeological and Burial Sites Fund shall not be used for the works and measures contemplated by Chapter 4 hereof or which arise from the permits and/or authorizations for the Project.

7.6 Cree involvement

Nadoshtin Companee shall ensure that the Crees of Eastmain, Mistissini, Nemaska and Waskaganish are involved to the maximum extent possible in the planning, evaluation and carrying out of the Archaeology and Burial Sites Program. Moreover, Nadoshtin Companee shall ensure that the Program is used as an opportunity for training and education and for the acquisition of practical experience, notably in the collection of data and the interpretation and publicization of findings.

7.7 Reporting by Hydro-Québec

Hydro-Québec shall provide to Nadoshtin Companee, prior to the 1st of June of each year, a list of studies, works and measures which it plans or recommends to carry out in the following calendar year, in order to avoid duplication and to maximize efficacy.

7.8 Penalty

Should Hydro-Québec not make the payment provided for in this Chapter, it shall pay to Nadoshtin Companee, in addition to the amount of the due payment, a penalty of two percent (2%) of the amount of the due payment for every month or portion thereof the payment is outstanding.


Chapter 8 -- EENOU INDOHOUN FUND Return to the table of contents


8.1 Purpose of the Eenou Indohoun Fund

The Parties acknowledge that there will be impacts from the execution and operation of the Project. The Parties also acknowledge that the Project will have impacts upon the traditional activities of certain Crees particularly in the area of the Project. In order to promote Cree traditional activities and to mitigate the impacts of the Project thereon, the Parties have agreed to establish an Eenou Indohoun Fund.

8.2 Establishment

There is hereby established an Eenou Indohoun Fund.

8.3 Composition and payment

The Eenou Indohoun Fund shall consist of an amount of THREE MILLION NINE HUNDRED THOUSAND DOLLARS ($3,900,000) (in 2002 dollars) from the budget and funds of Hydro-Québec which shall be paid to Nadosthin Companee by Hydro-Québec within thirty (30) days from the date of the decision by resolution of its Board of Directors, to proceed with the construction of the Project, after having obtained the required authorizations and permits for the Project. The Rate of Indexation shall apply to the amount contemplated herein from the date of the execution of this Agreement to the date of its entire payment by Hydro-Québec.

8.4 Management

The Eenou Indohoun Fund shall be managed by Eeyou Companee (contemplated by the La Grande 1986 Agreement) and shall be controlled and disbursed by Eeyou Companee in accordance with the instructions of Nadoshtin Companee for the benefit of the Crees of Eastmain, Mistissini, Nemaska and Waskaganish directly affected by the Project.

8.5 Use of the Fund

Decisions respecting disbursements from this fund shall take particular account of the traditional activities in the area of the Project and shall be coordinated, through Nadoshtin Companee, with environmental, remedial and mitigating studies, works, measures and programs financed from the Boumhounan Remedial Works Fund and the Boumhounan Archaeological and Burial Sites Fund provided for under Chapters 6 and 7 hereof.

8.6 Audited Financial Statements

The Eeyou Companee shall forward to Nadosthin Companee and Hydro-Québec, on or before the 1st of October of each year, an audited financial statement showing the expenditures for the preceding year from the Eenou Indohoun Fund.

8.7 Clarification

Should Nadoshtin Companee have any questions in relation to any types of expenditure, it shall first seek clarifications from the manager of the concerned fund within sixty (60) days of receipt of such audited financial statements.

8.8 Penalty

Should Hydro-Québec not make the payment provided for in this Chapter, it shall pay to Eeyou Companee in addition to the amount of the due payment, a penalty of two percent (2%) of the amount of the due payment for every month or portion thereof the payment is outstanding.


CHAPTER 9 -- TRAINING FUND Return to the table of contents

9.1 Purpose of the Training Fund

The Parties acknowledge that certain Crees wishing to work either within the framework of the studies related to the Project or for its construction need training in order to satisfy hiring requirements.

9.2 Constitution

There is hereby established a Training Fund. This Fund shall be managed and controlled by Nadosthin Companee, as provided in Chapter 7 of Nadoshtin Agreement. The provisions of Chapter 7 of Nadoshtin Agreement apply mutatis mutandis to this Agreement.

9.3 Composition and Payment

The Training Fund shall consist of an amount of ONE MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (in 2002 dollars) from the budget and funds of Hydro-Québec which shall be paid to Nadoshtin Companee by Hydro-Québec within thirty (30) days from the date of the decision by resolution of Hydro-Québec, of its Board of Directors, to proceed with the construction of the Project, after having obtained the required authorizations and permits for the Project. The Rate of Indexation shall apply to the amount contemplated herein from the date of the execution of this Agreement to the date of its entire payment by Hydro-Québec.

9.4 Use of the Fund

The Training Fund shall be used in accordance with the provisions of Chapter 10 hereof and more particularly as follows:

  1. to finance training costs, including tuition fees, room and board, transportation and partial reimbursement of wages to contractors for on-the-job training incentives in contracts;
  2. to recommend incentives for on-the-job training in the form of a partial reimbursement to contractors of Crees wages, and evaluate the results of these incentives based on on-the-job training follow-up reports provided by contractors or Hydro-Québec;
  3. paying for administrative costs associated with the Fund and its objects.

9.5 Transfer to other Funds

Any sums remaining in the Training Fund at the end of the construction phase of the Project which will not have been used for training shall then be transferred to the Boumhounan Remedial Works Fund and spent in accordance with the provisions governing the latter funds. The Training Fund will have thus been terminated thereupon.

9.6 Penalty

Should Hydro-Québec not make the payment provided for in this Chapter, it shall pay to Nadoshtin Companee, in addition to the amount of the due payment, a penalty of two percent (2%) of the amount of the due payment for every month or portion thereof the payment is outstanding.


Chapter 10 -- EMPLOYMENT, CONTRACTS AND TRAINING Return to the table of contents

10.1 Objective

The objective of this Chapter is to promote, to the largest extent practical and consistent with the provisions of this Agreement, the training and employment of Crees and the award of contracts to Cree Enterprises in connection with the Project.

10.2 Facilitation of Cree Employment

In order to facilitate the employment of Crees with respect to the Project, Hydro-Québec shall encourage the Commission de la construction du Québec (C.C.Q.) to:

  1. provide the Crees with a contact person of the C.C.Q., who should among other activities assist Crees generally in the certification process and further review the employment history of individual Crees to recognize pertinent past employment in order to be certified;
  2. open the labour pool restrictions in the JBNQA territory for Native and Non-Native peoples provided, however, that such restrictions should be lifted on a priority basis for the Cree. If the opening of the labour pool fails to meet Cree certification requirements then the C.C.Q. should provide temporary cards to the Crees with apprentice logbooks to record pertinent hours which they must be allowed to transfer to other projects; and
  3. provide the Crees with all relevant materials, in English, to allow them to study for the various C.C.Q. exams.

10.3 Cree Counsellor

The Cree Counsellor under the Nadoshtin Agreement shall be the Cree Counsellor under this Agreement. The Cree Counsellor shall have the same status and job description as provided to in Chapter 13 and Schedule 8 of the Nadoshtin Agreement which apply mutatis mutandis to this Agreement. The Cree Counsellor shall be paid by Hydro-Québec.

10.4 Feasibility Phase

Hydro-Québec shall enter into Service Contract Agreements with the CRA and the communities of Eastmain, Waskaganish and Nemaska, as set out in Schedule 3 of this Agreement. Hydro-Québec shall renew the Service Contract Agreement executed on November 24, 1999, with the community of Mistissini which shall be in substantial conformity with the Service Contract Agreements set out in Schedule 3.

Hydro-Québec shall offer to and negotiate with the Cree and Cree Enterprises a minimum of five million dollars ($5,000,000) in contracts in relation to the feasibility phase of the Project. Such contracts represent approximately 7000 person-days.

10.5 Construction Phase

10.5.1 Undertakings and objectives

Hydro-Québec shall offer to and negotiate with the Cree and Cree Enterprises a minimum of two hundred forty million dollars ($240,000,000) in contracts in relation to the construction phase of the Project in conformity with 10.5.3. Such contracts represent approximately 1190 person-years.

Furthermore, the parties shall make their best efforts to ensure the employment of the largest percentage possible of Crees through a) contracts to Cree Enterprises, b) contracts to other contractors and sub-contractors or c) direct Hydro-Québec employment in relation to the Project.

These employment and contract objectives shall be in addition to those set out in relation to remedial works and measures set out in Chapters 6, 7, 8, 9 and 11, and the provisions of 10.3 of this Agreement.

10.5.2 Contracts and Employment Review Committee

  1. There shall be a Contracts and Employment Review Committee which shall convene on a regular basis to ensure that the objectives of the Parties herein with regards to contracts to be negotiated with the Crees and the employment of Crees are met.
  2. The Committee for this Agreement shall be the Contracts and Employment Review Committee provided for in 13.3.2 of the Nadoshtin Agreement.
  3. This Committee shall address and attempt to take appropriate and expeditious measures to deal with any problems, issues or disputes arising in connection with 10.5.3.

10.5.3 Negotiated Contracts

A) Identification of Negotiated Contracts during the Construction Phase

The contracts listed in Schedule 4 hereof are set out by way of example only and their only purpose is solely to indicate and describe the types of project contracts which are to be negotiated with Cree enterprises outside of the tender process and awarded to them provided that their terms and conditions are consistent with Hydro-Québec’s scheduling, cost and quality requirements for such contracts and provided such Cree enterprises are in a position to supply an irrevocable letter of credit or of guarantee or to obtain or raise a performance bond for the execution of the contracts. Schedule 4 is not limitative or exhaustive but rather indicative of the categories of contract work in which Cree enterprises may participate. For the purposes of this provision, Hydro-Québec shall, if necessary, and consistent with such requirements, design contract packages suited especially for Cree enterprises.

B) General Update on Contract Scheduling

Information regarding contracts to be awarded during the construction phase of the Project may be updated every year by Hydro-Québec at the latest during the month of September to be effective during the following calendar year. Notwithstanding the above delay, at least nine (9) months prior to the award of any given contract to be negotiated, Hydro-Québec shall provide the GCC(EI)/CRA, or an organization designated by the GCC(EI)/CRA, with adequate information on such contract. However, no change shall affect the object or decrease the scope of the contracts or categories of contracts listed in Schedule 4 hereof.

Nothing herein shall prevent Cree enterprises from tendering on and being awarded other contracts through the regular tender process in relation with the Project.

C) Identification of Cree Enterprises with whom Contracts are to be Negotiated

No later than five (5) months prior to the awarding of any given contract to be negotiated, the GCC(EI)/CRA, or an organization designated by the GCC(EI)/CRA shall provide Hydro-Québec the name, business address, telephone and fax numbers as well as information on the experience and qualifications, including the name of a contact person, of the Cree enterprise proposed as the one with whom such contract will be negotiated.

D) Negotiation Period

The Cree enterprises and Hydro-Québec shall negotiate in good faith to come to an agreement on any contract at the latest three (3) months prior to the awarding date contemplated for such contract. If those parties fail to come to an agreement as provided above, Hydro-Québec shall put the contract out for tender.

In no event shall Hydro-Québec award to a third party a contract, for which negotiations have failed, where the price quoted by a Cree enterprise is lower than that of the lowest bidder under the tender process, nor can Hydro-Québec agree to contract conditions more favorable to the bidder than those offered the Cree enterprise.

E) Negotiating Parties

The Cree enterprise may designate a third Cree party to negotiate the contract on its behalf.

F) Disclaimer of Responsibility

It is agreed that the mere fact that the Cree Parties or one of them, or the Cree Counsellor would propose to Hydro-Québec the name of a Cree enterprise interested in carrying out a given contract shall not be construed so as to render such Cree Parties and the members thereof or the Cree Counsellor individually or collectively responsible in any fashion for the ability, qualifications, experience or performance, or the lack thereof, of the said Cree enterprise vis-à-vis Hydro-Québec or any third party.

G) Award of Tendered Contracts

For those contracts to be awarded to contractors other than Cree enterprises, Hydro-Québec shall, through the Cree Counsellor, provide potential contractors with a list of Cree enterprises interested in subcontracts in connection with the Project. Hydro-Québec will allow the Cree Counsellor opportunity for briefing such contractors, namely on the occasion of site visits which are normally held during the bid period.

10.5.4 Employment

A) Identification of Employment Opportunities

Hydro­Québec has prepared a list of the approximate number of person-years and principal trades for the construction of the Project, this list being attached hereto as Schedule 5. Such list may be updated from time to time.

B) Identification of Crees Available for Work

The Cree Parties will prepare a list of Cree candidates available and interested to work on jobs related to the Project indicating their names, addresses, telephone numbers and their respective trades, qualifications and experience and their training needs when necessary, which list is to be forwarded by the Cree Counsellor to Hydro-Québec within ninety (90) days following the execution of this Agreement. Such list shall be updated from time to time.

Such list will propose the following order of priority:

  1. the Cree trappers whose traplines are directly affected by the Project and their families;
  2. Cree candidates from the Cree communities of Eastmain, Waskaganish Mistissini and Nemaska;
  3. Cree candidates generally available and interested to work on jobs related to the construction of the Project.

C) Cree Employment with Other Contractors

Any contractor, including a Cree enterprise, awarded a contract through the tender process will be informed by Hydro-Québec, through the Cree Counsellor, of the availability, ability, qualifications and willingness of Cree candidates for employment and Cree enterprises for the provision of services.

D) Cree Employment during Operation and Maintenance Phase of the Project

The parties shall work together with the objective of securing potential employment opportunities for the Crees resulting from the operation and maintenance of the Project.

10.6 Operation phase

10.6.1 Identification of Negotiated Contracts during the operation phase

One year before the partial diversion of the Rupert River, Hydro-Québec shall provide the GCC(EI)/CRA, or an organization designated by the GCC(EI)/CRA, with a list of the contracts it intends to award in connection with the operation of the Project.

Hydro-Québec shall offer to and negotiate with the Cree and Cree Enterprises a minimum of forty-five million dollars ($45,000,000) in contracts respecting the operation phase of the Project in conformity with the process contemplated in 10.5.3. This represents approximately 282 person-years.

10.7 Training

Nadoshtin Companee shall pay through the Training Fund set forth in Chapter 9 hereof, the allowable expenditures in connection with the training of Cree candidates available and interested to work in, and for such purpose to be trained for, trades in any way connected to the construction of the Project. The list of Cree candidates contemplated under 10.5.4 B) hereof shall be forwarded to Nadoshtin Companee by the concerned Cree Parties. Two categories of training and expenditures are contemplated: formal training and on-the-job training.

10.7.1 Formal training

Formal training shall apply to employment with Hydro-Québec, to employment on contracts during the construction of the Project and to studies in connection with the Project.

Upon receipt of a comprehensive recommendation from the concerned Cree Parties, Nadoshtin Companee will accordingly select Cree candidates and approve the type of training recommended by an educational or officially recognized manpower training organization, and authorize the disbursement of expenditures provided for under 9.4 hereof.

Preference shall be given to those candidates who already possess some basic knowledge and skills in the trade to be trained for, and who appear to only require upgrading.

10.7.2 On-the-Job training

Any contractor, including a Cree enterprise, awarded a contract during the construction phase of the Project, will be offered by Hydro-Québec, upon the recommendation of Nadoshtin Companee, incentives for the training of Crees in the form of a partial reimbursement of their wages representing the lesser of:

  1. forty percent (40%) of the gross hourly rate paid to them; or
  2. ten dollars ($10) per hour;

for every hour of effective training received while being employed by such contractor, up to the maximum amount which shall be set out in each contract.

Any contractor, including a Cree enterprise, who accepts the above-mentioned offer shall be subject to such inspections as may be carried out in order to verify the contractor’s compliance with the above.

Such incentives shall be reimbursed to Hydro-Québec by the Nadoshtin Companee, on a case-by-case basis, taking into account the remaining balance in the Training Fund created pursuant to Chapter 9 hereof.

10.8 Assistance and technical information to Cree School Board

Whenever the Cree School Board will be associated with offering training courses pursuant to this Chapter, Hydro-Québec shall provide it with technical information as might be required or useful.

10.9 Information and orientation program

Hydro-Québec shall provide a program aimed at informing and orienting Cree students in the various fields of activities related to the Project. Representatives of Hydro-Québec shall visit, upon request, the schools of Eastmain, Mistissini, Nemaska and Waskaganish, as well as those of the other Cree communities, in order to answer questions from the students and to make presentations on job opportunities and on the link between training and employment. For such purposes, visits contemplated by 15.4 hereof may be organized.

10.10 Dispute

The dispute resolution mechanism provided for in Chapter 13 shall not apply to 10.5, insofar as this provision relates to the award of contracts to Crees and Cree enterprises in connection with the Project.


Chapter 11-- WILDLIFE MANAGEMENT Return to the table of contents

11.1 Introduction

11.1.1 The Parties acknowledge that the construction and operation of the Project may result in conflicts over land use, fish and wildlife harvesting, given the pursuit of traditional and non traditional activities, demand for goods and services, more waste in the area and potential overharvesting of wildlife and fish populations in certain areas.

Furthermore, the presence of the workers and the growing number of sport hunters and fishermen in the area should provide an opportunity to promote the development and diversification of the Cree economy.

11.1.2 The Parties acknowledge that it is required to manage road accesses, fish and wildlife use and to promote Cree enterprises in the field of sport hunting and fishing.

11.1.3 Consequently, the Parties agree that it is necessary to maintain and extend the mandate of the Weh-Sees Indohoun Corporation, created pursuant to Chapter 14 of the Nadoshtin Agreement, for the purposes of 11.1.1 and 11.1.2 hereof and to facilitate the attainment of the objects and intent of this Agreement.

11.1.4 The provisions of Chapter 14 of the Nadoshtin Agreement apply mutatis mutantis to this Agreement.

11.2 Responsibilities of Weh-Sees Indohoun Corporation

11.2.1 The Weh-Sees Indohoun Corporation shall take on the responsibilities vested in it as per the document entitled Wildlife Management in the Area of the Eastmain 1-A/Rupert Project - Strategy and Critical Path, attached hereto as Schedule 6.

11.2.2 The Weh-Sees Indohoun Corporation shall act as a mandatary for Hydro-Québec in the carrying out of the measures and programs including the Wildlife Management Plan contemplated under Schedule 6 hereof.

11.3 Participation of Hydro-Québec

11.3.1 Secretariat

Hydro­Québec shall maintain corporate and other secretariat services at the disposal of Weh-Sees Indohoun Corporation and pay for such services.

11.3.2 Information centre

The Information Centre which shall be established at the Nemiscau Camp pursuant to 14.5.2 of the Nadoshtin Agreement shall be maintained during the construction of the Project at the expense of Hydro­Québec. This information centre shall provide information about:

  1. the wildlife management plan contemplated by Schedule 6 hereof (hereinafter "Wildlife Management Plan"), and the wildlife regulations including the places and times where harvesting will be allowed, the species which may be harvested and the allowed number of person­days of harvesting, amongst others;
  2. services offered by the Crees, notably outfitters and guides;
  3. Cree traditions, culture and values. The information to be communicated from or through the information centre shall be agreed upon by Weh-Sees Indouhoun Corporation and Hydro-Québec.

11.3.3 Information office

The information office which shall be established at the Eastmain 1 construction site pursuant to 14.5.3 of the Nadoshtin Agreement shall be maintained at the expense of Hydro-Québec for as long as the construction site is in use.

It is acknowledged by the Parties that this Information Office shall be maintained only if Hydro-Québec decides to build the Eastmain 1-A powerhouse.

11.3.4 Technical assistance

Hydro­Québec shall make available to Weh-Sees Indouhoun Corporation, at its request and free of charge, scientific, technical and administrative information of Hydro-Québec which is necessary to accomplish its objects or necessary to the implementation of this Agreement.

Hydro­Québec undertakes, if the information is unavailable, to study the biophysical aquatic system that will be identified in the Wildlife Management Plan and to provide Weh­Sees Indohoun Corporation with the necessary means to monitor the harvest.

11.3.5 Expenditures

Upon receipt of a resolution of Weh­Sees Indohoun Corporation approving such expenditures, Hydro-Québec shall make available to the Weh­Sees Indohoun Corporation, subject to 11.3.6, the amounts necessary to pay for these expenditures in accordance with the terms of the resolution of the Weh­Sees Indohoun Corporation as and when expenditures are incurred. Such expenditures incurred from time to time are the following:

  1. the remuneration of an equivalent of up to 144 person-months to perform the functions of wildlife protection assistants or area wardens, information officers and other tasks in connection with hunting and fishing activities in the area contemplated for wildlife management;
  2. hunting and fishing equipment and the maintenance thereof;
  3. related infrastructure and equipment such as signposts, garbage cans, picnic tables, etc. and the maintenance thereof.

The tasks contemplated by a) above shall be performed by Crees and the remuneration referred to therein shall be paid by Hydro-Québec as a subsidy to a Cree entity, to be designated by the Cree Parties. Such Cree entity shall be the employer of such Crees.

11.3.6 Payments

Upon receipt of a resolution of Weh­Sees Indohoun Corporation approving the expenditures contemplated in subsection 11.3.5 hereof, Hydro­Québec shall make available to the Weh­Sees Indohoun Corporation the amounts necessary to pay for the said expenditures in accordance with the terms of the resolution of Weh­Sees Indohoun Corporation as and when expenditures are incurred to the extent however, that the total amount of the expenditures incurred until the first anniversary of the commissioning of the last generating unit of the Eastmain 1-A powerhouse or another date agreed by the Parties does not exceed SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS ($750,000) (in 2002 dollars). The Rate of Indexation shall apply to the amount contemplated herein from the date of the execution of this Agreement to the date of the decision by the Board of Directors of Hydro-Québec to proceed with the construction of the Project after having obtained the required authorizations and permits for the Project and, from this date, until the entire amount has been disbursed by Hydro-Québec.

11.3.7 Review of the participation

The participation of Hydro­Québec contemplated by this Chapter and by Schedule 6 hereof shall be reviewed immediately after the first anniversary of the commissioning of the last generating unit of the Eastmain 1-A powerhouse or another date agreed by the Parties. At that time, the Board of Directors of the Weh­Sees Indohoun Corporation may decide that the infrastructure and equipment purchased hereunder shall be sold for a nominal amount to Crees or Cree entities to be designated jointly by the Cree Nations of Eastmain, Mistissini, Nemaska and Waskaganish.

If and when Hydro-Québec withdraws its participation in Weh­Sees Indohoun Corporation, the equipment and, with Hydro-Québec's consent, the infrastructure purchased hereunder shall, at the option of the Cree Nations of Eastmain, Mistissini, Nemaska and Waskaganish, be sold to Crees or Cree entities which they shall jointly designate, for a nominal amount.

11.4 Participation of the Crees

The Cree Parties, through Nadoshtin Companee, undertake to identify for Weh­Sees Indohoun Corporation Crees or Cree enterprises providing services such as guides, outfitting operations, and similar services related to hunting, fishing and tourism.

11.5 Application of section 24 of the JBNQA

This Chapter is subject to the application of Section 24 of the JBNQA.


Chapter 12 -- CREE HARVESTING CLAIMS Return to the table of contents

12.1

The Parties acknowledge that the activities of Hydro­Québec, its contractors, agents or employees (collectively "Hydro-Québec") in connection with the construction or operation of the Project may cause damages to Cree installations, camps, facilities, equipment, supplies and harvest products.

In consequence and for the purposes hereof, the Parties agree to apply the provisions of Chapter 15 of the Nadoshtin Agreement in relation to such damages .


Chapter 13 -- DISPUTE RESOLUTION MECHANISM Return to the table of contents

13.1 The dispute resolution provisions set out in Chapter 17 of the Nadoshtin Agreement shall apply to the resolution of any dispute relating to this Agreement, subject to 10.10 hereof and 13.3.2 of the Nadoshtin Agreement.


Chapter 14 -- OPTION RESPECTING THE LA SARCELLE CONTROL STRUCTURE Return to the table of contents

14.1 The Cree parties as represented by the GCC(EI)/CRA shall have the right to exercise the option respecting the La Sarcelle Control Structure described in Schedule 2 hereof, in writing to Hydro-Québec, on or before April first (1st) 2003.


Chapter 15 -- OTHER PROVISIONS Return to the table of contents

15.1 New permanent village

Hydro-Québec shall not establish any permanent non-native village, community or town or work camp in connection with the construction of the Project or as a result of the Project.

15.2 Coordination with other entities

The Parties acknowledge that it is expedient that they and Nadoshtin Companee coordinate the carrying out of measures pursuant to this Agreement with James Bay Eeyou Corporation, the Namess Corporation contemplated by the Mercury Agreement (2001) and various committees with mandates affecting matters contemplated herein, such as the Hunting, Fishing and Trapping Coordinating Committee referred to in Section 24 of the JBNQA. The Parties undertake to use their best efforts to achieve suitable coordination and cooperation with such entities.

15.3 Nature of obligations

All obligations of Hydro-Québec or SEBJ stipulated in this Agreement in favour of the Cree Parties shall be joint and several obligations.

15.4 Visit of project construction site

Following arrangements with the Site Manager, organized Cree groups may have access and visit during the day the Project construction site; Hydro-Québec shall cover the expenses related to such visits from the gate of the construction site and for the duration of the visit.

15.5 Translation, summary and printing

Hydro-Québec shall pay to the GCC(EI) a one-time contribution of TEN THOUSAND DOLLARS ($10,000) for the translation, summary and printing of this Agreement into the Cree language and the distribution of one hundred and fifty (150) copies thereof to the Crees. The payment shall be made upon reception of a copy of the translated documents.

15.6 GCC (EI)

Within thirty (30) days of the execution of this Agreement, Hydro-Québec will pay to the Grand Council of the Crees (Eeyou Istchee) a one-time contribution of one million dollars ($1,000,000). The GCC(EI) shall pay out of such amount the costs and expenses incurred by it prior to the signing of this Agreement in respect to the Project and the agreements related thereto, communications with and information to the Cree communities concerning the Project and proposed related agreements.

15.7 Taxes excluded

The amounts referred to in this Agreement payable to or made available to or for the benefit of the Cree Parties shall be exclusive of any applicable taxes.

15.8 Hydro-Québec surplus assets

The provisions of Chapter 16 of the Nadoshtin Agreement shall apply to the modules, equipment and materials used by Hydro-Québec for the purpose of the construction of the Project which it declares as being surplus assets.

15.9 Payments to Continue after Commissioning

All payments and benefits contemplated under this Agreement shall remain due and payable in accordance with the provisions hereof notwithstanding any circumstance whereby, following construction and commissioning of the Project, the operation of same is decreased, suspended, interrupted or otherwise halted.

15.10 Preamble and Schedules

The preamble and Schedules form an integral part of this Agreement.

15.11 Amendments

This Agreement may only be amended with the written consent of all the Parties.

15.12 Agreement binding

This Agreement is binding on the Parties and their successors.

15.13 Assignment

This Agreement may not be assigned by any party without the written consent of all the Parties.

15.14 Languages of Agreement

This Agreement is drafted and executed in both the French and English languages. Both versions are equally authoritative.


Chapter 16 -- COMING INTO FORCE Return to the table of contents

16.1 This Agreement shall come into force on the date of its execution by all the Parties hereto.


SIGNATORIES

EN FOI DE QUOI, les parties aux présentes ont signé la présente Convention à la date et à l’endroit ci-après indiqués.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and at the place herein below indicated.

Signée à Waskaganish (Québec), ce _7__ième jour de _février_______ 2002.

Signed at Waskaganish (Québec), this __7th__ day of _February____ 2002.

The GRAND COUNCIL OF THE CREES (EEYOU ISTCHEE)

__________________________________

par / by: Dr. Ted Moses, Grand Chef / Grand Chief

The CREE REGIONAL AUTHORITY

__________________________________

par / by: Dr. Ted Moses, Président / Chairman

The EASTMAIN BAND

__________________________________

par / by: Chef / Chief Edward Gilpin

The NEMASKA BAND

__________________________________

par / by: Chef / Chief George Wapachee

The WASKAGANISH BAND

__________________________________

par / by: Chef / Chief Robert Weistche

The CREE NATION OF MISTISSINI

__________________________________

par / by: Chef / Chief John Longchap

HYDRO-QUÉBEC

__________________________________

par / by: Mr. André Caillé, Président-directeur général /

President and Chief Executive Officer

La SOCIÉTÉ D’ÉNERGIE DE LA BAIE JAMES

__________________________________

par / by: Mr. Elie Saheb, Président / President


SCHEDULE 1 Return to the table of contents

RATE OF INDEXATION

For the purposes of this Agreement, the Rate of Indexation is calculated as follows:

Where

AJCPIx: represents the adjustment brought to take into account the evolution of the Consumer Price Index for Canada calculated in accordance with the following formula:

CPIX - CPIx-1 + 1

CPIx-1

Where:

CPIX : represents the Canadian Consumer Price Index, All-items (Not Seasonally Adjusted) for the month of January in which year «x» begins;

CPIX-1 : represents the Canadian Consumer Price Index All-items (Not Seasonally Adjusted) for the month of January in which year «x -1» begins;

The information used for these purposes shall be those published by Statistics Canada.


SCHEDULE 2 Return to the table of contents

Option respecting the La Sarcelle Control Structure

The Crees shall have the right to choose between the two following changes to the La Sarcelles Control Structure:

A) Construction of a fourth Gate

A fourth gate shall be constructed within 100 meters of the La Sarcelle Control Structure (“the control structure at the Opinaca Reservoir outlet”) and the parties shall amend the provisions of 8.2.2 and Complementary Agreement no. 5 to the JBNQA to allow for an increased flow of a maximum of 2770 m3/s.

OR

B) Construction of La Sarcelle Powerhouse

The parties shall enter into an agreement with the following terms of reference:

1. The construction of the La Sarcelle Powerhouse project

The La Sarcelle powerhouse project consists in the construction of a new powerhouse within 300 meters of the existing La Sarcelle Control Structure. The proposed powerhouse will have an installed capacity of 123 MW (+/- 10%) and will generate on average approximately 1.0 TWh annually.

2. Hydro-Québec Responsibilities

Hydro-Québec shall be solely responsible to conduct all required studies, for the permit process, for the construction and for the operation of La Sarcelle powerhouse project. Hydro-Québec shall be the sole owner of the facilities. The Crees will not assume any responsibility nor any liabilities in relation to the ownership and operation by Hydro-Québec of the La Sarcelle powerhouse.

3. Cree Investment

On the in-service date of the La Sarcelle powerhouse the Crees will have the option of paying a lump sum equal to 20% of the total cost of the project. Which shall be determined as the lesser of:

  1. 20% of the total equity portion of the project. The equity portion of the project represents 30% of the direct costs of the project as defined by totalling all direct costs incurred for the preliminary studies, the feasibility studies, the permitting process, the construction and the commissioning of the project and other directly related costs (e.g. capitalized interest during construction, inflation, capital taxes and all other directly related costs). These costs shall be determined by an auditors report on the total costs of the project. The auditors shall be designated by the CRA in consultation with Hydro-Québec but their remuneration shall be at the expense of Hydro-Québec; or
  2. $30,003,600 (which represents 20% of the total equity investment required on at a 70% debt ratio according to the attached pro forma of Hydro-Québec, or 6% of total project costs).

4. Cree Energy Block

In return for the 20% investment described in 3 hereof the Crees will receive the full and exclusive ownership of an Energy Block equal to 20% of the annual energy generated at the La Sarcelle powerhouse which is presently estimated to be a block of approximately 200 GWh per year before line losses which will not be taken into account.

5. Annual Expenses

After the full in-service date, the Crees will assume their share (20%) of all direct operating, financial (including the government guarantee fees if applicable) and capital taxes related to the project as well as all environmental follow-up expenses of the La Sarcelle powerhouse. All long term loans related to the powerhouse shall be amortized over 50 years and interest shall be fixed for the first 30 years at the then prevailing rate for 30-years Hydro-Québec borrowing costs from third parties at the in-service date, or failing the existence such 30-years Hydro-Québec borrowings from third parties, at the then prevailing yield for 30-years Government of Canada Bonds plus 100 basis points. The subsequent two ten years interest shall be based on 10-years Hydro-Québec borrowing costs, or 10-years Government of Canada Bonds plus 150 basis points. The Cree portion of the loan may be fully reimbursed at any time without penalty or charge. All expenses will be subject to audit by the Crees at their expense.

6. Capital Expenditures

During the term of the agreement, if capital expenditures directly related to the La Sarcelle powerhouse are required to maintain or extend the useful life of the powerhouse, then the Crees shall pay their share (20%) of such required capital expenditures on the basis of a debt to equity ratio of 70:30. The debt portion of such capital expenditure will be covered through the Annual Expenses and the interest applicable thereto shall be determined as per 5 above.

8. Term of Agreement

The term of the agreement shall be for 99 years commencing at the in-service date of the La Sarcelle powerhouse project. At the expiration of this period, the Cree will be entitled to receive from Hydro-Québec 20% of the then amortized book value less 20% of the then outstanding debt, if any, of the La Sarcelle powerhouse.

9. Sale of Energy

  1. As a first option to the Crees, the Cree portion of the La Sarcelle powerhouse energy, reduced by the portion of such energy from the La Sarcelle powerhouse which the Cree would have elected to have Hydro-Québec deliver to the Cree communities then connected to the Hydro-Québec TransÉnergie network or grid as provided under 9 hereafter, shall be sold exclusively to Hydro-Québec at a price set for the first full year of operations in accordance with paragraph b) hereof with delivery being taken by Hydro-Québec at the La Sarcelle powerhouse itself. Hydro-Québec guarantees that it shall acquire from the Crees all such energy for the price here stipulated. This price shall be inflated annually, each March 31st, starting March 31st, 2011, according to the indexation formula contained in chapter 7 of the Agreement Concerning a New Relationship between the Crees and Québec dated February 7, 2002, without regard to the mining and forestry development elements of the said formula. This price structure shall apply only if the Crees provide the total investment of their portion of the La Sarcelle powerhouse on a 100% basis (presently estimated at approximately $100 million) rather than a 30:70 equity to debt basis.
  2. As a second option to the Cree, the Cree portion of the La Sarcelle powerhouse energy, reduced by the portion of such energy from the La Sarcelle powerhouse which the Cree would have elected to have Hydro-Québec deliver to the Cree communities then connected to the Hydro-Québec TransEnergie network or grid as provided under 9 hereafter, shall be sold exclusively to Hydro-Québec at a price which gives 11% IRR on equity in the La Sarcelle powerhouse, over a 50 years period, on the basis of a final pro forma consistent with the structure of the preliminary pro forma attached as Appendix 1 and 2 and provided for illustration purposes. Hydro-Québec shall take delivery of the energy at the La Sarcelle powerhouse. Hydro-Québec guarantees that it shall acquire from the Crees all such energy at the conditions described herein.

10. Additional Option for the Acquisition of Local Distribution Network

From the signature of this Agreement up to 90 days of the in-service date of the La Sarcelle powerhouse, the Crees (through the entity designated by the CRA) have the additional option, at their sole discretion, to acquire from Hydro-Québec for the nominal amount of one dollar ($1) the local distribution networks of each Cree community (save those not connected to the Hydro-Québec network at that date), up to but not including the substations for these communities.

Until such option date expires, Hydro-Québec undertakes to maintain and repair, and if need be expand, the existing distribution networks of the Cree communities under its control in accordance with its usual practices and standards for all its distribution networks so as to ensure that such networks are in a good state of operation and repair at the time they are transferred to the Crees under the above option.

Should such option be exercised by the Crees, Hydro-Québec will also provide to the Crees all required training for the operation and maintenance of the acquired local networks for a period of two years following the transfer.

In the event such option is exercised and subject to the last paragraph of this section 9, Hydro-Québec will deliver to the Crees all their power and energy requirements to service their needs at a price determined as follows, being the lesser of:

  1. the then prevailing standard provincial wide “distribution” rate set for energy and power sold by HQ within Québec to equivalent large energy consumers; or
  2. the then prevailing standard “distribution” rate for energy and power sold by HQ within Québec to equivalent independent municipal electrical distribution networks.

In the event the Crees elect to use in whole or in part their energy block from the La Sarcelle powerhouse for the use of their communities, delivery of the energy for the Cree communities shall be made in each community by Hydro-Québec at a point situated at the outlet of the substation of each community but located within Cree Category 1A lands. In such event, Hydro-Québec will remain responsible for the transportation network to the Cree communities, including the substations in each Cree community. No transportation costs or any fees related to the transportation network shall be charged by Hydro-Québec. The energy delivered to the Cree communities shall be metered at the agreed upon Delivery Points.

10. Operating Committee

An Operating Committee shall be created. The Operating Committee shall be fixed at 4 members, comprised of two representatives of the Crees and two from Hydro-Québec.

The Responsibilities of this committee shall be (among other responsibilities):

  1. allow the sharing of the information regarding the operation and maintenance of the La Sarcelle powerhouse;
  2. participate in the implementation of the environmental follow-up measures, if any;
  3. facilitate the sharing of information concerning future capital investment requirements at the La Sarcelle powerhouse;
  4. serve as a privileged communication channel between the Crees and Hydro-Québec in relation to the La Sarcelle Powerhouse Project.

11. Earlier opportunity

The parties will discuss the earlier application of this investment opportunity as soon as Hydro-Québec obtains all required permits and authorizations and decides to proceed with the construction of the Eastmain 1-A/Rupert Project.

SCHEDULE 3 Return to the table of contents

Service CONTRACT Agreements

SERVICE CONTRACT AGREEMENT

BETWEEN: THE EASTMAIN BAND, also known and designated as the Cree Nation of Eastmain, a local government duly constituted under the Cree Naskapi (of Quebec) Act (S.C. 1984, c.18), herein acting and represented by Mr. Edward Gilpin, it chief, duly authorized to execute this Agreement,

(hereinafter designated as «the Nation»)

AND: HYDRO-QUÉBEC, a corporation incorporated pursuant to the Hydro­Québec Act (R.S.Q., c. H-5), having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement,

AND: SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES, a corporation duly incorporated and having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement.

(hereinafter collectively designated as «SEBJ» unless otherwise specified)

1. OBJECT

The object of this Agreement is:

1.1 Supply to SEBJ, on demand, the manpower («the Cree workers») required to carry out field investigation works, studies, and programs («the ESIA Field Works») in connection with the feasibility study for the environmental and social impact assessment («the ESIA») of the Eastmain 1-A/Rupert Project.

2. UNDERTAKING OF THE NATION

2.1 The Nation shall:

  1. Through its administration office located in Eastmain, supply manpower to SEBJ, on demand, for the duration of the ESIA Field Works in relation to the ESIA and for all other services or activities mutually agreed upon in connection with the ESIA;
  2. Hire a field coordinator whose job description is presented in Appendix A hereto, hire an Eastmain representative on the Cree-Hydro-Québec Feasibility Study Group whose job description is presented in Appendix B hereto and provide in Eastmain an office space fully equipped including secretarial services;
  3. Keep a separate set of books on all accounts related to the services provided to SEBJ in respect to the ESIA Field Works and provide a financial statement to SEBJ yearly, at the end of the Nation's fiscal year, and upon termination of said agreement;
  4. Supply SEBJ with the following information: C.S.S.T. file number; Canada Employment Insurance file number of the Cree workers;
  5. Distribute information in relation to the ESIA throughout the population of the Nation.

3. UNDERTAKING OF SEBJ

3.1 Subject to the presentation of detailed invoices agreed upon pursuant to 4 hereto, SEBJ shall pay the Nation for the costs incurred by the Nation with respect to the ESIA Field Works including the cost of experts hired by the Nation, subject to the prior approval by SEBJ of a budget for the activities contemplated.

3.2 Upon receipt of invoices pursuant to 4 hereto, SEBJ shall issue electronic payment within five (5) working days, otherwise within a thirty (30) calendar days period.

3.3 For the Cree workers that will work from a work camp, SEBJ shall take full responsibility in providing to the Cree workers for all other costs associated with the following:

  1. room and board;
  2. travel on entry and termination of employment;
  3. emergency related;
  4. others, which may be determined by both Parties.

3.4 For the ESIA Field Works, SEBJ shall provide, if need be, the Cree workers with training concerning site safety.

4. COSTS AND EXPENSES

4.1 Representatives of both Parties, as appointed by 5.1 and 5.3 hereafter, shall beforehand approve all invoices and supporting documents to be sent to SEBJ by the Nation.

4.2 Both Parties agree with the rates presented in Appendix C.

4.3 For the ESIA Field Works carried out from a work camp, the normal labor week on site consists of sixty (60) hours, paid as follows: fifty-five hours (55) hours at regular time and every hour afterwards at time and one half (1.5). Nevertheless, a normal labor day on site consists of ten (10) hours at regular time and each additional hour per day is paid time and one half (1.5).

4.4 If the Cree workers use, in an abusive manner, material or equipment supplied by SEBJ, or SEBJ contractors, then the Nation shall assume the first TEN THOUSAND DOLLARS ($10,000) of the cost of repairs or replacement of this material or equipment, per occurrence.

4.5 SEBJ will not supply safety equipment or individual protection. The Cree workers must supply their own safety equipment or protection.

4.6 For the ESIA Field Works, SEBJ will supply to the Cree workers, at its own expense, room and board at the Nemiscau exploration camp or at other work camp, or will pay as per Appendix C hereto, a living allowance whichever is applicable, or any other allowance that is mutually agreed upon.

4.7 All invoices shall be forwarded to SEBJ at the end of each month.

4.8 All invoices shall include the following:

4.9 The original and one copy of the approved invoice should be sent to:

Société d'énergie de la Baie James

Service des comptes payables

À l'attention de _______________

____________________________

____étage

Montréal, Québec _____________

5. REPRESENTATIVES

5.1 After the execution of this Agreement, the Nation will appoint its representative to approve all invoices and supporting documents, in accordance with 4.1 of the present Agreement.

5.2 After the execution of this Agreement, the Nation will appoint its representative as field coordinator, in accordance with 2.1 of the present Agreement.

5.3 The SEBJ representative, in accordance with 4.1 of the present Agreement, will be appointed by SEBJ after the execution of this Agreement.

5.4 The Eastmain representative on Cree-Hydro-Québec Feasibility Study Group, in accordance with 2.1 b) of the present Agreement, will be appointed by the Nation after the execution of this Agreement.

5.5 The Parties may from time to time replace one or more of the representatives by giving to the other party by writing a further notice of such change.

6. SOLIDARITY

The obligations assumed by Hydro-Québec and the SEBJ pursuant hereto are binding on both Parties.

7. IMPLEMENTATION OF THE AGREEMENT

Hydro-Québec appoints Réal Courcelles and SEBJ appoints Philippe Mora for the implementation of the present Agreement. For the implementation of the present Agreement, the Nation will appoint its representatives after the execution of this Agreement and will inform Hydro-Québec and SEBJ accordingly. The Parties may from time to time replace one or more of the representatives by giving to the other party a further notice of such change.

8. PARTICULAR UNDERTAKINGS

Both Parties agree that the provisions of this Agreement can in no way prejudice the positions which may be taken by any of the Parties in relation to the ESIA, and that the present Agreement only reflects the understanding of gathering additional information through the ESIA Field Works for the purposes of the impact assessment and review procedures contemplated under Chapter 22 of the James Bay and Northern Quebec Agreement.

9. COMING INTO FORCE

This Agreement shall come into force, upon its execution by all Parties and shall remain in force until such a date as the Parties have agreed on in writing. Upon termination of this Agreement, all funding will cease.

10. ELECTION OF DOMICILE

The Parties have elected domicile in the judicial district of Montréal.

11. LANGUAGE

This Agreement is executed in three (3) French counterparts and three (3) English counterparts. The French version and the English version shall be of equal authority.

12. Amendment

This Agreement may be amended only by a written instrument signed by the Parties hereto.

EXECUTED in Eastmain, Québec, on ________________________________2002 by:

EASTMAIN BAND

_______________________________________

EXECUTED in Montréal, Québec, on ________________________________2002 by:

HYDRO-QUÉBEC

_______________________________________

by: Chief Edward Gilpin

EXECUTED in Montréal, Québec, on ________________________________2002 by:

SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES

_______________________________________


APPENDIX A

TITLE: FIELD CREE COORDINATOR,

CORE FUNCTIONS:

Under the General Direction of the Council of the Cree Nation of Eastmain, but more specifically under the supervision of the Director-General, the Coordinator shall carry out all duties and responsibilities as described in the characteristic functions.

1. CHARACTERISTIC FUNCTIONS:

The Coordinator:


APPENDIX B

TITLE: EASTMAIN REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

CORE FUNCTIONS:

Under the direction and authority of the Council of the Cree Nation of Eastmain more specifically under the supervision of the Chief and, in his absence, the Deputy Chief of the Council of the Cree Nation of Eastmain, the Eastmain representative on the Cree-Hydro-Québec Feasibility Study Group shall carry out all the following duties and responsibilities.


APPENDIX C

1. FIELD COORDINATOR, SALARY AND BENEFITS

$850.00/week gross x 52 weeks $44,200.00

Benefits at 24% include 15% administration and profit $10,608.00

Total Salary and Benefits: $54,808.00

2. SALARY AND BENEFITS FOR THE EASTMAIN REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

$1,000/week plus 24% benefits which include 15% for administration and profit.

3. PER-DIEM FOR TALLYMEN

The rate of per-diem for tallymen's services is established at $200.00/day plus all other expenses such as room and board and travel costs.

4. WAGES AND HOURLY RATES FOR CREE WORKERS

a) Base Pay $16.00
b) Vacation Pay (4%) $0.64
c) Gross Salary (a + b) $16.64
d) Employment Insurance (2.55% x 1.4 x $16.64) $0.59
e) Québec Pension Plan (QPP)  
f) Québec Health Services Fund (F.S.S.)  
g) C.S.S.T.Contribution (2.14% x $16.64) $0.36
h) Other Deductions (specify)  
i) Administration and Profit (15% x $17.59) $2.64
j) Weekly Salary ( $20.23 x 55 hrs + $20.23 x 5 x 1.5) $1,265.00

For the ESIA Field Works carried out from a work camp, the normal labor week on site consists of sixty (60) hours, paid as follows: fifty-five hours (55) hours at regular time and every hour afterwards at time and one half (1.5). Nevertheless, a normal labor day on site consists of ten (10) hours at regular time and each additional hour per day is paid time and one half (1.5).

5. TRAVEL

1. All travel costs will be reimbursed to all employees on entry and termination of employment plus 15% for administration and profit.

2. Reimbursement of travel costs to all other persons, such as tallymen, required to participate to the activities in relation with the ESIA Field Works, will also be applied plus 15% for administration and profit.

3. Use of a private vehicle is paid as follows:

  1. $0.45 per kilometer north of Matagami or Chibougamau;
  2. $0.42 per kilometer south of Matagami or Chibougamau;
  3. 0.05 per kilometer for each additional passenger.

6. EQUIPMENT RENTAL RATE

  1. Chain saw at $3.00 per hour.
  2. Canoe at $40.00 per day.
  3. Canoe and motor at $60.00 per day.
  4. Rental of trapper's cabin at $150.00 per day.
  5. Food allowance at $50.00/per day/per person.

Other rental rates can be agreed to by both Parties as required. A 15% administration and profit cost is applicable to the cost of all rented equipment.

7. OFFICE SPACE RENTAL

SEBJ agrees to rent an office and space equal to a total area of one hundred and fifty nine square feet (159 sq.ft.), based on a charge of $32.77 per sq. ft/year, for a monthly rental rate of $434.20 plus 15% for administration and profit. This rental includes the basic furniture such as a desk, chairs and filing cabinets. However the rate of $32.77 per sq. ft./year does not include the following:

  1. Telephone and Fax Machine: cost per use.
  2. Photocopying: $0.40 per copy, but subject to approval by SEBJ.
  3. Computer (provided by SEBJ or to be purchased).
  4. Secretarial services at cost.
  5. Other equipment deemed necessary by both SEBJ and the Nation.

8. TRANSLATION

Written translation from English to Cree: rate of $0.40 per English word plus 15% for administration and profit.

Verbal translation is at $15.00 per hour plus 15% for administration and profit.

9. OTHER COSTS

All other cost factors will be negotiated as may be required.


SERVICE CONTRACT AGREEMENT

BETWEEN: THE NEMASKA BAND, also known and designated as the Cree Nation of Nemaska, a local government duly constituted under the Cree Naskapi (of Quebec) Act (S.C. 1984, c.18), herein acting and represented by Mr. George Wapachee, its chief, duly authorized to execute this Agreement,

(hereinafter designated as «the Nation»)

AND: HYDRO-QUÉBEC, a corporation incorporated pursuant to the Hydro­Québec Act (R.S.Q. c. H-5), having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement,

AND: SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES, a corporation duly incorporated and having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement.

(hereinafter collectively designated as «SEBJ» unless otherwise specified)

1. OBJECT

The object of this Agreement is to:

1.1 Supply to SEBJ, on demand, the manpower («the Cree workers») required to carry out field investigation works, studies, and programs («the ESIA Field Works») in connection with the feasibility study for the environmental and social impact assessment («the ESIA») of the Eastmain 1-A/Rupert Project.

2. UNDERTAKING OF THE NATION

2.1 The Nation shall:

Through its administration office located in Nemaska, supply manpower to SEBJ, on demand, for the duration of the ESIA Field Works in relation to the ESIA and for all other services or activities mutually agreed upon in connection with the ESIA;

  1. Hire a field coordinator whose job description is presented in Appendix A hereto, hire an Nemaska representative on the Cree-Hydro-Québec Feasibility Study Group whose job description is presented in Appendix B hereto and provide in Nemaska an office space fully equipped including secretarial services;
  2. Keep a separate set of books on all accounts related to the services provided to SEBJ in respect to the ESIA Field Works and provide a financial statement to SEBJ yearly, at the end of the Nation's fiscal year, and upon termination of said agreement;
  3. Supply SEBJ with the following information: C.S.S.T. file number, Canada Employment Insurance file number of the Cree workers
  4. Distribute information in relation to the ESIA throughout the population of the Nation.

3. UNDERTAKING OF SEBJ

3.1 Subject to the presentation of detailed invoices agreed upon pursuant to 4 hereto, SEBJ shall pay the Nation for the costs incurred by the Nation with respect to the ESIA Field Works including the cost of experts hired by the Nation, subject to the prior approval by SEBJ of a budget for the activities contemplated.

3.2 Upon receipt of invoices pursuant to 4 hereto, SEBJ shall issue electronic payment within five (5) working days, otherwise within a thirty (30) calendar days period.

3.3 For the Cree workers that will work from a work camp, SEBJ shall take full responsibility in providing to the Cree workers for all other costs associated with the following:

  1. room and board;
  2. travel on entry and termination of employment;
  3. emergency related;
  4. others, which may be determined by both Parties.

3.4 For the ESIA Field Works, SEBJ shall provide, if need be, the Cree workers with training concerning site safety.

4. COSTS AND EXPENSES

4.1 Representatives of both Parties, as appointed by 5.1 and 5.3 hereafter, shall beforehand approve all invoices and supporting documents to be sent to SEBJ by the Nation.

4.2 Both Parties agree with the rates presented in Appendix C.

4.3 For the ESIA Field Works carried out from a work camp, the normal labor week on site consists of sixty (60) hours, paid as follows: fifty-five hours (55) hours at regular time and every hour afterwards at time and one half (1.5). Nevertheless, a normal labor day on site consists of ten (10) hours at regular time and each additional hour per day is paid time and one half (1.5).

4.4 If the Cree workers use, in an abusive manner, material or equipment supplied by SEBJ, or SEBJ contractors, then the Nation shall assume the first TEN THOUSAND DOLLARS ($10,000) of the cost of repairs or replacement of this material or equipment, per occurrence.

4.5 SEBJ will not supply safety equipment or individual protection. The Cree workers must supply their own safety equipment or protection.

4.6 For the ESIA Field Works, SEBJ will supply to the Cree workers, at its own expense, room and board at the Nemiscau exploration camp or at other work camp, or will pay as per Appendix C hereto, a living allowance whichever is applicable, or any other allowance that is mutually agreed upon.

4.7 All invoices shall be forwarded to SEBJ at the end of each month.

4.8 All invoices shall include the following:

4.9 The original and one copy of the approved invoice should be sent to:

Société d'énergie de la Baie James

Service des comptes payables

À l'attention de _______________

____________________________

____étage

Montréal, Québec _____________

5. REPRESENTATIVES

5.1 After the execution of this Agreement, the Nation will appoint its representative to approve all invoices and supporting documents, in accordance with 4.1 of the present Agreement.

5.2 After the execution of this Agreement, the Nation will appoint its representative as field coordinator, in accordance with 2.1 of the present Agreement.

5.3 The SEBJ representative, in accordance with 4.1 of the present Agreement, will be appointed by SEBJ after the execution of this Agreement.

5.4 The Nemaska representative on Cree-Hydro-Québec Feasibility Study Group, in accordance with 2.1 b) of the present Agreement will be appointed by the Nation after the execution of this Agreement.

5.5 The Parties may from time to time replace one or more of the representatives by giving to the other party by writing a further notice of such change.

6. SOLIDARITY

The obligations assumed by Hydro-Québec and the SEBJ pursuant hereto are binding on both Parties.

7. IMPLEMENTATION OF THE AGREEMENT

Hydro-Québec appoints Réal Courcelles and SEBJ appoints Philippe Mora for the implementation of the present Agreement. For the implementation of this Agreement, the Nation will appoint its representatives after the execution of this Agreement and will inform Hydro-Québec and SEBJ accordingly. The Parties may from time to time replace one or more of the representatives by giving to the other party a further notice of such change.

8. PARTICULAR UNDERTAKINGS

Both Parties agree that the provisions of this Agreement can in no way prejudice the positions which may be taken by any of the Parties in relation to the ESIA, and that the present Agreement only reflects the understanding of gathering additional information through the ESIA Field Works for the purposes of the impact assessment and review procedures contemplated under Chapter 22 of the James Bay and Northern Quebec Agreement.

9. COMING INTO FORCE

This Agreement shall come into force, upon its execution by all Parties and shall remain in force until such a date as the Parties have agreed on in writing. Upon termination of this Agreement, all funding will cease.

10. ELECTION OF DOMICILE

The Parties have elected domicile in the judicial district of Montréal.

11. LANGUAGE

This Agreement is executed in three (3) French counterparts and three (3) English counterparts. The French version and the English version shall be of equal authority.

12. Amendment

This Agreement may be amended only by a written instrument signed by the Parties hereto.

EXECUTED in Nemaska, Québec, on ________________________________2002 by:

NEMASKA BAND

_______________________________________

by: Chief George Wapachee

EXECUTED in Montréal, Québec, on ________________________________2002 by:

HYDRO-QUÉBEC

_______________________________________

EXECUTED in Montréal, Québec, on ________________________________2002 by:

SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES

_______________________________________


APPENDIX A

TITLE: FIELD CREE COORDINATOR,

CORE FUNCTIONS:

Under the General Direction of the Council of the Cree Nation of Nemaska, but more specifically under the supervision of the Director-General, the Coordinator shall carry out all duties and responsibilities as described in the characteristic functions.

1. CHARACTERISTIC FUNCTIONS:

The Coordinator:


APPENDIX B

TITLE: NEMASKA REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

CORE FUNCTIONS:

Under the direction and authority of the Council of the Cree Nation of Nemaska more specifically under the supervision of the Chief and, in his absence, the Deputy Chief of the Council of the Cree Nation of Nemaska, the Nemaska representative on the Cree-Hydro-Québec Feasibility Study Group shall carry out all the following duties and responsibilities.

To coordinate all consultation sessions with the members of Nemaska, especially the impacted tallymen and their families, with respect to the ESIA Field Works and the ESIA and report on the outcomes of those sessions to the Cree-Hydro-Québec Feasibility Study Group.


APPENDIX C

1. FIELD COORDINATOR, SALARY AND BENEFITS

$850.00/week gross x 52 weeks $44,200.00

Benefits at 24% include 15% administration

and profit $10,608.00

Total Salary and Benefits: $54,808.00

2. SALARY AND BENEFITS FOR THE NEMASKA REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

$1,000/week plus 24% benefits which include 15% for administration and profit.

3. PER-DIEM FOR TALLYMEN

The rate of per-diem for tallymen's services is established at $200.00/day plus all other expenses such as room and board and travel costs.

4. WAGES AND HOURLY RATES FOR CREE WORKERS

a) Base Pay $16.00
b) Vacation Pay (4%) $0.64
c) Gross Salary (a + b) $16.64
d) Employment Insurance (2.55% x 1.4 x $16.64) $0.59
e) Québec Pension Plan (QPP)  
f) Québec Health Services Fund (F.S.S.)  
g) C.S.S.T.Contribution (2.14% x $16.64) $0.36
h) Other Deductions (specify)  
i) Administration and Profit (15% x $17.59) $2.64
j) Weekly Salary ( $20.23 x 55 hrs + $20.23 x 5 x 1.5) $1,265.00

For the ESIA Field Works carried out from a work camp, the normal labor week on site consists of sixty (60) hours, paid as follows: fifty-five hours (55) hours at regular time and every hour afterwards at time and one half (1.5). Nevertheless, a normal labor day on site consists of ten (10) hours at regular time and each additional hour per day is paid time and one half (1.5).

5. TRAVEL

1. All travel costs will be reimbursed to all employees on entry and termination of employment plus 15% for administration and profit.

2. Reimbursement of travel costs to all other persons, such as tallymen, required to participate to the activities in relation with the ESIA Field Works, will also be applied plus 15% for administration and profit.

3. Use of a private vehicle is paid as follows:

  1. $0.45 per kilometer north of Matagami or Chibougamau;
  2. $0.42 per kilometer south of Matagami or Chibougamau;
  3. $0.05 per kilometer for each additional passenger.

6. EQUIPMENT RENTAL RATE

  1. Chain saw at $3.00 per hour;
  2. Canoe at $40.00 per day;
  3. Canoe and motor at $60.00 per day;
  4. Rental of trapper's cabin at $150.00 per day;
  5. Food allowance at $50.00/per day/per person.

Other rental rates can be agreed to by both Parties as required. A 15% administration and profit cost is applicable to the cost of all rented equipment.

7. OFFICE SPACE RENTAL

SEBJ agrees to rent an office and space equal to a total area of one hundred and fifty nine square feet (159 sq.ft.), based on a charge of $32.77 per sq. ft/year, for a monthly rental rate of $434.20 plus 15% for administration and profit. This rental includes the basic furniture such as a desk, chairs and filing cabinets. However the rate of $32.77 per sq. ft./year does not include the following:

  1. Telephone and Fax Machine: cost per use;
  2. Photocopying: $0.40 per copy, but subject to approval by SEBJ;
  3. Computer (provided by SEBJ or to be purchased);
  4. Secretarial services at cost;

Other equipment deemed necessary by both SEBJ and the Nation.

8. TRANSLATION

Written translation from English to Cree: rate of $0.40 per English word plus 15% for administration and profit.

Verbal translation is at $15.00 per hour plus 15% for administration and profit.

9. OTHER COSTS

All other cost factors will be negotiated as may be required.


SERVICE CONTRACT AGREEMENT

BETWEEN: THE WASKAGANISH BAND, also known and designated as the Waskaganish First Nation, a local government duly constituted under the Cree Naskapi (of Quebec) Act (S.C. 1984, c.18), herein acting and represented by Mr. Robert Weistche, its chief, duly authorized to execute this Agreement,

(hereinafter designated as «the Nation»)

AND: HYDRO-QUÉBEC, a corporation incorporated pursuant to the Hydro­Québec Act (R.S.Q. c. H-5), having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement,

AND: SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES, a corporation duly incorporated and having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement.

(hereinafter collectively designated as «SEBJ» unless otherwise specified)

1. OBJECT

The object of this Agreement is:

1.1 Supply to SEBJ, on demand, the manpower («the Cree workers») required to carry out field investigation works, studies, and programs («the ESIA Field Works») in connection with the feasibility study for the environmental and social impact assessment («the ESIA») of the Eastmain 1-A/Rupert Project.

2. UNDERTAKING OF THE NATION

2.1 The Nation shall:

  1. Through its administration office located in Waskaganish, supply manpower to SEBJ, on demand, for the duration of the ESIA Field Works in relation to the ESIA and for all other services or activities mutually agreed upon in connection with the ESIA;
  2. Hire a field coordinator whose job description is presented in Appendix A hereto, hire an Waskaganish representative on the Cree-Hydro-Québec Feasibility Study Group whose job description is presented in Appendix B hereto and provide in Waskaganish an office space fully equipped including secretarial services;
  3. Keep a separate set of books on all accounts related to the services provided to SEBJ in respect to the ESIA Field Works and provide a financial statement to SEBJ yearly, at the end of the Nation's fiscal year, and upon termination of said agreement;
  4. Supply SEBJ with the following information: C.S.S.T. file number; Canada Employment Insurance file number of the Cree workers.
  5. Distribute information in relation to the ESIA throughout the population of the Nation.

3. UNDERTAKING OF SEBJ

3.1 Subject to the presentation of detailed invoices agreed upon pursuant to 4 hereto, SEBJ shall pay the Nation for the costs incurred by the Nation with respect to the ESIA Field Works including the cost of experts hired by the Nation, subject to the prior approval by SEBJ of a budget for the activities contemplated.

3.2 Upon receipt of invoices pursuant to 4 hereto, SEBJ shall issue electronic payment within five (5) working days, otherwise within a thirty (30) calendar days period.

3.3 For the Cree workers that will work from a work camp, SEBJ shall take full responsibility in providing to the Cree workers for all other costs associated with the following:

  1. room and board;
  2. travel on entry and termination of employment;
  3. emergency related;
  4. others, which may be determined by both Parties.

3.4 For the ESIA Field Works, SEBJ shall provide, if need be, the Cree workers with training concerning site safety.

4. COSTS AND EXPENSES

4.1 Representatives of both Parties, as appointed by 5.1 and 5.3 hereafter, shall beforehand approve all invoices and supporting documents to be sent to SEBJ by the Nation.

4.2 Both Parties agree with the rates presented in Appendix C.

4.3 For the ESIA Field Works carried out from a work camp, the normal labor week on site consists of sixty (60) hours, paid as follows: fifty-five hours (55) hours at regular time and every hour afterwards at time and one half (1.5). Nevertheless, a normal labor day on site consists of ten (10) hours at regular time and each additional hour per day is paid time and one half (1.5).

4.4 If the Cree workers use, in an abusive manner, material or equipment supplied by SEBJ, or SEBJ contractors, then the Nation shall assume the first TEN THOUSAND DOLLARS ($10,000) of the cost of repairs or replacement of this material or equipment, per occurrence.

4.5 SEBJ will not supply safety equipment or individual protection. The Cree workers must supply their own safety equipment or protection.

4.6 For the ESIA Field Works, SEBJ will supply to the Cree workers, at its own expense, room and board at the Nemiscau exploration camp or at other work camp, or will pay as per Appendix C hereto, a living allowance whichever is applicable, or any other allowance that is mutually agreed upon.

4.7 All invoices shall be forwarded to SEBJ at the end of each month.

4.8 All invoices shall include the following:

4.9 The original and one copy of the approved invoice should be sent to:

Société d'énergie de la Baie James

Service des comptes payables

À l'attention de _______________

____________________________

____étage

Montréal, Québec _____________

5. REPRESENTATIVES

5.1 After the execution of this Agreement the Nation will appoint its representative to approve all invoices and supporting documents, in accordance with 4.1 of the present Agreement.

5.2 After the execution of this Agreement, the Nation will appoint its representative as field coordinator, in accordance with 2.1 of the present Agreement.

5.3 The SEBJ representative, in accordance with 4.1 of the present Agreement, will be appointed by SEBJ after the execution of this Agreement.

5.4 The Waskaganish representative on Cree-Hydro-Québec Feasibility Study Group, in accordance with 2.1 b) of the present Agreement will be appointed by the Nation after the execution of this Agreement.

5.5 The Parties may from time to time replace one or more of the representatives by giving to the other party by writing a further notice of such change.

6. SOLIDARITY

The obligations assumed by Hydro-Québec and the SEBJ pursuant hereto are binding on both Parties.

7. IMPLEMENTATION OF THE AGREEMENT

Hydro-Québec appoints Réal Courcelles and SEBJ appoints Philippe Mora for the implementation of the present Agreement. For the implementation of this Agreement, the Nation will appoint its representatives after the execution of this Agreement and will inform Hydro-Québec and SEBJ accordingly. The Parties may from time to time replace one or more of the representatives by giving to the other party a further notice of such change.

8. PARTICULAR UNDERTAKINGS

Both Parties agree that the provisions of this Agreement can in no way prejudice the positions which may be taken by any of the Parties in relation to the ESIA, and that the present Agreement only reflects the understanding of gathering additional information through the ESIA Field Works for the purposes of the impact assessment and review procedures contemplated under Chapter 22 of the James Bay and Northern Quebec Agreement.

9. COMING INTO FORCE

This Agreement shall come into force, upon its execution by all Parties and shall remain in force until such a date as the Parties have agreed on in writing. Upon termination of this Agreement, all funding will cease.

10. ELECTION OF DOMICILE

The Parties have elected domicile in the judicial district of Montréal

11. LANGUAGE

This Agreement is executed in three (3) French counterparts and three (3) English counterparts. The French version and the English version shall be of equal authority.

12. Amendment

This Agreement may be amended only by a written instrument signed by the Parties hereto.

EXECUTED in Waskaganish, Québec, on ________________________________2002 by:

WASKAGANISH BAND

_______________________________________

by: Chief Robert Weistche

EXECUTED in Montréal, Québec, on ________________________________2002 by:

HYDRO-QUÉBEC

_______________________________________

EXECUTED in Montréal, Québec, on ________________________________2002 by:

SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES

_______________________________________


APPENDIX A

TITLE: FIELD CREE COORDINATOR,

CORE FUNCTIONS:

Under the General Direction of the Council of the Cree Nation of Waskaganish, but more specifically under the supervision of the Director-General, the Coordinator shall carry out all duties and responsibilities as described in the characteristic functions.

1. CHARACTERISTIC FUNCTIONS:

The Coordinator:


APPENDIX B

TITLE: WASKAGANISH REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

CORE FUNCTIONS:

Under the direction and authority of the Council of the Cree Nation of Waskaganish more specifically under the supervision of the Chief and, in his absence, the Deputy Chief of the Council of the Cree Nation of Waskaganish, the Waskaganish representative on the Cree-Hydro-Québec Feasibility Study Group shall carry out all the following duties and responsibilities.


APPENDIX C

1. FIELD COORDINATOR, SALARY AND BENEFITS

$850.00/week gross X 52 weeks $44,200.00

Benefits at 24% include 15% administration and profit $10,608.00

Total Salary and Benefits: $54,808.00

2. SALARY AND BENEFITS FOR THE WASKAGANISH REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

$1,000/week plus 24% benefits which include 15% for administration and profit.

3. PER-DIEM FOR TALLYMEN

The rate of per-diem for tallymen's services is established at $200.00/day plus all other expenses such as room and board and travel costs.

4. WAGES AND HOURLY RATES FOR CREE WORKERS

a) Base Pay $16.00
b) Vacation Pay (4%) $0.64
c) Gross Salary (a + b) $16.64
d) Employment Insurance (2.55% x 1.4 x $16.64) $0.59
e) Québec Pension Plan (QPP)  
f) Québec Health Services Fund (F.S.S.)  
g) C.S.S.T.Contribution (2.14% x $16.64) $0.36
h) Other Deductions (specify)  
i) Administration and Profit (15% x $17.59) $2.64
j) Weekly Salary ( $20.23 x 55 hrs + $20.23 x 5 x 1.5) $1,265.00

For the ESIA Field Works carried out from a work camp, the normal labor week on site consists of sixty (60) hours, paid as follows: fifty-five (55) hours at regular time and every hour afterwards at time and one half (1.5). Nevertheless, a normal labor day on site consists of ten (10) hours at regular time and each additional hour per day is paid time and one half (1.5).

5. TRAVEL

1. All travel costs will be reimbursed to all employees on entry and termination of employment plus 15% for administration and profit.

2. Reimbursement of travel costs to all other persons, such as tallymen, required to participate to the activities in relation with the ESIA Field Works, will also be applied plus 15% for administration and profit.

3. Use of a private vehicle is paid as follows:

  1. $0.45 per kilometer north of Matagami or Chibougamau;
  2. $0.42 per kilometer south of Matagami or Chibougamau;
  3. $0.05 per kilometer for each additional passenger.

6. EQUIPMENT RENTAL RATE

  1. Chain saw at $3.00 per hour;
  2. Canoe at $40.00 per day;
  3. Canoe and motor at $60.00 per day;
  4. Rental of trapper's cabin at $150.00 per day;
  5. Food allowance at $50.00/per day/per person.

Other rental rates can be agreed to by both Parties as required. A 15% administration and profit cost is applicable to the cost of all rented equipment.

7. OFFICE SPACE RENTAL

SEBJ agrees to rent an office and space equal to a total area of one hundred and fifty nine square feet (159 sq.ft.), based on a charge of $32.77 per sq. ft/year, for a monthly rental rate of $434.20 plus 15% for administration and profit. This rental includes the basic furniture such as a desk, chairs and filing cabinets. However the rate of $32.77 per sq. ft./year does not include the following:

  1. Telephone and Fax Machine: cost per use;
  2. Photocopying: $0.40 per copy, but subject to approval by SEBJ;
  3. Computer (provided by SEBJ or to be purchased);
  4. Secretarial services at cost;
  5. Other equipment deemed necessary by both SEBJ and the Nation.

8. TRANSLATION

Written translation from English to Cree: rate of $0.40 per English word plus 15% for administration and profit.

Verbal translation is at $15.00 per hour plus 15% for administration and profit.

9. OTHER COSTS

All other cost factors will be negotiated as may be required.

SERVICE CONTRACT AGREEMENT

BETWEEN: THE CREE REGIONAL AUTHORITY, a public corporation duly constituted as such under Chapter 89 of the Statues of Quebec 1978 (now R.S.Q., c. A-6.1), herein acting and representing by its representative, duly authorized to execute this Agreement,

(hereinafter designated as the «CRA»)

AND: HYDRO-QUÉBEC, a corporation incorporated pursuant to the Hydro­Québec Act (R.S.Q., c. H-5), having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement,

AND: SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES, a corporation duly incorporated and having its head office in Montréal, Québec, herein acting and represented by its representative, duly authorized to execute this Agreement.

(hereinafter collectively designated as «SEBJ» unless otherwise specified)

1. OBJECT

The object of this Agreement is to:

1.1 Supply to SEBJ a representative to coordinate, in concert with the representatives of Nemaska, Waskaganish, Eastmain and Mistissini on the Cree-Hydro-Québec Feasibility Study Group, the field investigation works, studies, and programs («the ESIA Field Works») to be carried out in connection with the feasibility study for the environmental and social impact assessment («the ESIA») of the Eastmain 1-A/Rupert Project.

2. UNDERTAKING OF THE CRA

2.1 The CRA shall:

  1. Through its administration office located in Nemaska, supply manpower to SEBJ, on demand, for the duration of the ESIA Field Works in relation to the ESIA and for all other services or activities mutually agreed upon in connection with the ESIA;
  2. Hire a CRA representative on the Cree-Hydro-Québec Feasibility Study Group whose job description is presented in Appendix A hereto and provide in Nemaska an office space fully equipped including secretarial services;
  3. Keep a separate set of books on all accounts related to the services provided to SEBJ in respect to the ESIA Field Works and provide a financial statement to SEBJ yearly, at the end of the CRA's fiscal year, and upon termination of said agreement;
  4. Distribute information in relation to the ESIA to the Cree Nation.

3. UNDERTAKING OF SEBJ

3.1 Subject to the presentation of detailed invoices agreed upon pursuant to 4 hereto, SEBJ shall pay the CRA for the costs incurred by the CRA with respect to the ESIA Field Works including the cost of experts hired by the CRA, subject to the prior approval by SEBJ of a budget for the activities contemplated.

3.2 Upon receipt of invoices pursuant to 4 hereto, SEBJ shall issue electronic payment within five (5) working days, otherwise within a thirty (30) calendar days period.

4. COSTS AND EXPENSES

4.1 Representatives of both Parties, as appointed by 5.1 and 5.3 hereafter, shall beforehand approve all invoices and supporting documents to be sent to SEBJ by the CRA.

4.2 Both Parties agree with the rates presented in Appendix B.

4.3 All invoices shall be forwarded to SEBJ at the end of each month.

4.4 All invoices shall include the following:

4.5 The original and one copy of the approved invoice should be sent to:

Société d'énergie de la Baie James

Service des comptes payables

À l'attention de _______________

____________________________

____étage

Montréal, Québec _____________

5. REPRESENTATIVES

5.1 After the execution of this Agreement, the CRA will appoint its representative, to approve all invoices and supporting documents in accordance with 4.1 of the present Agreement.

5.2 After the execution of this Agreement, the CRA will appoint its representative on the Cree-Hydro-Québec Feasibility Study Group in accordance with 2.1 of the present Agreement.

5.3 The SEBJ representative, in accordance with 4.1 of the present Agreement will be appointed by SEBJ after the execution of this Agreement.

5.4 The Parties may from time to time replace one or more of the representatives by giving to the other party by writing a further notice of such change.

6. SOLIDARITY

The obligations assumed by Hydro-Québec and the SEBJ pursuant hereto are binding on both Parties.

7. IMPLEMENTATION OF THE AGREEMENT

Hydro-Québec appoints Réal Courcelles and SEBJ appoints Philippe Mora for the implementation of the present Agreement. For the implementation of this Agreement, the CRA will appoint its representatives after the execution of this Agreement and will inform Hydro-Québec and SEBJ accordingly. The parties may from time to time replace one or more of the representatives by giving to the other party a further notice of such change.

8. PARTICULAR UNDERTAKINGS

The Parties agree that the provisions of this Agreement can in no way prejudice the positions which may be taken by any of the Parties in relation to the ESIA, and that the present Agreement only reflects the understanding of gathering additional information through the ESIA Field Works for the purposes of the impact assessment and review procedures contemplated under Chapter 22 of the James Bay and Northern Quebec Agreement.

9. COMING INTO FORCE

This Agreement shall come into force, upon its execution by all Parties and shall remain in force until such a date as the Parties have agreed on in writing. Upon termination of this Agreement, all funding will cease.

10. ELECTION OF DOMICILE

The Parties have elected domicile in the judicial district of Montréal.

11. LANGUAGE

This Agreement is executed in three (3) French counterparts and three (3) English counterparts. The French version and the English version shall be of equal authority.

12. Amendment

This Agreement may be amended only by a written instrument signed by the Parties hereto.

EXECUTED in____________, Québec, on ________________________________2002 by:

CREE REGIONAL AUTHORITY

_______________________________________

EXECUTED in Montréal, Québec, on ________________________________2002 by:

HYDRO-QUÉBEC

_______________________________________

EXECUTED in Montréal, Québec, on ________________________________2002 by:

SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES

_______________________________________


APPENDIX A

TITLE: CREE REGIONAL AUTHORITY REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

CORE FUNCTIONS:

Under the direction and authority of the Cree Regional Authority more specifically under the supervision of _________and, in his absence, the _____________, the CRA representative on the Cree-Hydro-Québec Feasibility Study Group shall carry out all the following duties and responsibilities.


APPENDIX B

1. SALARY AND BENEFITS FOR THE CRA REPRESENTATIVE ON Cree-Hydro-Québec Feasibility Study Group

$1,000/week plus 24% benefits which include 15% for administration and profit.

2. TRAVEL

Use of a private vehicle is paid as follows:

  1. $0.45 per kilometer north of Matagami or Chibougamau;
  2. $0.42 per kilometer south of Matagami or Chibougamau;
  3. $0.05 per kilometer for each additional passenger.

3. OFFICE SPACE RENTAL

SEBJ agrees to rent an office and space equal to a total area of one hundred and fifty nine square feet (159 sq.ft.), based on a charge of $32.77 per sq. ft/year, for a monthly rental rate of $434.20 plus 15% for administration and profit. This rental includes the basic furniture such as a desk, chairs and filing cabinets. However the rate of $32.77 per sq. ft./year does not include the following:

  1. Telephone and Fax Machine: cost per use;
  2. Photocopying: $0.40 per copy, but subject to approval by SEBJ;
  3. Computer (provided by SEBJ or to be purchased);
  4. Secretarial services at cost;
  5. Other equipment deemed necessary by both SEBJ and the CRA.

4. TRANSLATION

Written translation from English to Cree: rate of $0.40 per English word plus 15% for administration and profit.

Verbal translation is at $15.00 per hour plus 15% for administration and profit.

5. OTHER COSTS

All other cost factors will be negotiated as may be required.


SCHEDULE 4 Return to the table of contents

Contracts to be negociated

DESCRIPTION OFCONTRACT AREA
ALLOCATION % PER YEAR
0
1
2
3
4
5
6

CATEGORY 3 – SERVICES

Technical Maintenance
10
20
22
22
20
6
Catering and Janitorial Services
10
22
15
22
22
6
3
Road Maintenance
10
20
20
20
20
10
Fuel Services
10
10
20
20
20
10
10
CATEGORY 4 - CONSTRUCTION
Camps and Village
25
65
5
3
2
Némiscau Camp (addition)
100
Dormitories and Kitchen
15
65
20
Community and Services Buildings
5
95
Administrative Offices
20
50
30
Clearing of 25-kV line
100
CATEGORY 5 – ROAD CONSTRUCTION, EXCAVATION AND DIKES
Access Road
40
60
Excavation of Outlet Channels
40
60
CATEGORY 7A – CLEARING WORKS (SEBJ)
Clearing Works
30
30
30
10
CATEGORY 7C – TRANSPORTATION AND AIRCRAFT
Airfare
5
17
17
27
27
7
CATEGORY 7D – ENVIRONMENT (SEBJ)
Landscaping Works
10
25
25
25
15
CATEGORY 9 – CONSTRUCTION OF NÉMISCAU SUBSTATION ENLARGEMENT
Site Clearing
100
Levelling
100

This schedule is not to be taken as limitative or exhaustive of the categories of contract work in which Cree enterprises may participate

SCHEDULE 5 Return to the table of contents

Principal Trades for Construction
EASTMAIN-1 / A POWERHOUSE AND RUPERT DIVERSION
Possibilities for Cree Employment


TOTALITY OF CONTRACTS
Potential Annual Distribution of Cree Workforce Employment (by person-year and job category )

WORK CONTRACTS FOR CREE ENTERPRISES
Job Category
2002
2003
2004
2005
2006
2007
2008
2009@
TOTAL
Logger 12.0 30.1 15.9 15.7 4.6 0.1 0.1 0.1 78.6
Truck Driver 31.3 25.7 10.4 1.5 1.0 0.9 4.0 0.5 75.3
Labourer 14.2 13.7 6.9 5.3 3.6 1.1 7.5 1.7 54.0
Specialized Labourer 10.1 42.7 41.8 0.0 0.0 0.0 0.0 0.0 94.6
Heavy Machinery Operator 17.0 10.8 3.0 3.1 2.9 0.5 0.8 2.1 40.2
Hydraulic Shovel Operator 12.2 9.5 4.2 0.4 0.9 0.9 2.0 1.9 32.0
Site Mechanic 4.7 5.1 3.3 1.4 1.3 0.1 0.3 0.9 17.1
Electrician 1.3 5.3 5.2 0.0 0.0 0.0 0.0 0.0 11.8
Crane Operator 1.3 5.3 5.3 0.0 0.1 0.0 0.0 0.0 12.0
Carpenter 2.1 9.1 8.7 0.0 0.2 0.2 0.0 0.0 20.3
Compressor-generator Operator 0.4 1.8 1.7 0.0 0.0 0.0 0.0 0.0 3.9
Painter 1.3 5.3 5.2 0.0 0.0 0.0 0.0 0.0 11.8
Plumber 1.3 5.3 5.2 0.0 0.0 0.0 0.0 0.0 11.8
Steel Rigger 0.0 0.0 0.1 0.0 0.1 0.0 0.0 0.0 0.2
Manager, Superintendent 0.1 1.9 2.7 2.6 3.0 1.7 1.9 5.8 19.7
Clerk 0.0 0.6 1.0 1.0 1.1 0.5 0.6 2.2 7.0
Deliveryman 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.1 0.5
Planter 0.0 0.0 0.0 0.1 0.1 0.1 0.1 0.1 0.5
Security Guard 0.5 1.0 1.0 1.0 1.0 1.0 0.0 0.0 5.5
Barge Pilot 0.0 0.0 0.0 0.0 0.0 0.0 0.2 0.3 0.5
Trapper, Guide 1.3 1.5 1.5 1.5 0.0 0.0 0.0 0.0 5.8
Helicopter Pilot 0.2 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.2
TOTAL (pers.-year) 111.3 174.7 123.1 33.7 20.0 7.2 17.6 15.7 503.3

 

SERVICE CONTRACTS FOR CREE ENTERPRISES
Job Category
2002
2003
2004
2005
2006
2007
2008
2009@
TOTAL
Truck Driver 5.2 14.1 14.1 25.6 25.6 11.2 5.6   101.4
Labourer 4.0 12.2 12.2 22.2 22.2 14.1 5.4   92.3
Heavy Machinery Operator 0.0 1.6 1.6 1.6 1.6 1.2 0.6   8.2
Mechanic 1.8 4.0 4.0 4.0 4.0 3.9 1.1   22.8
Electrician 0.4 1.5 1.5 4.0 4.0 2.0 1.0   14.4
Carpenter 0.4 1.5 1.5 4.0 4.0 2.0 1.0   14.4
Plumber 0.4 1.5 1.5 4.0 4.0 2.0 1.0   14.4
Cook, Cook's Assistant and Others 10.5 19.0 34.0 46.0 57.5 25.0 12.5   204.5
Labourer/ Janitor 10.5 19.0 34.0 46.0 57.5 25.0 12.5   204.5
Airplane and Helicopter Pilot 1.8 4.6 4.6 4.6 4.6 4.6 0.9   25.7
TOTAL (pers.-year) 35.0 79.0 109.0 162.0 185.0 91.0 41.6   702.6

 

CONSTRUCTION AND INSTALLATION CONTRACTS
Job Category
2002
2003
2004
2005
2006
2007
2008
2009@
TOTAL
Site Mechanic   0.3 2.5 2.7 1.6 0.6     7.7
Truck Driver   1.2 10.5 11.1 6.7 2.6     32.1
Plant Operator   0.1 1.0 1.0 0.6 0.2     2.9
Labourer   0.5 4.3 4.5 2.7 1.1     13.1
Heavy Machinery Operator   1.0 8.8 9.3 5.6 2.2     26.9
Hydraulic Shovel Operator   0.2 2.1 2.3 1.4 0.5     6.5
Cement Worker   0.1 0.5 0.5 0.3 0.1     1.5
Carpenter   0.2 2.0 2.1 1.2 0.5     6.0
Electrician   0.1 1.2 1.3 0.8 0.3     3.7
Steel Worker   0.1 1.0 1.0 0.6 0.2     2.9
Crane Operator   0.1 0.5 0.5 0.3 0.1     1.5
Steel Rigger   0.1 0.9 0.9 0.5 0.2     2.6
Welder   0.1 0.9 0.9 0.5 0.2     2.6
TOTAL (pers.-year)   4.1 36.2 38.1 22.8 8.8     110.0

 

GRAND TOTAL (pers.-year) 146.3 257.8 268.3 233.8 227.8 107.0 59.2 15.7 1,315.9


SCHEDULE 6 Return to the table of contents

Wildlife Management in the Area of the Eastmain 1-A/Rupert Project - Strategy and Critical Path

A. Object

The object of this Schedule is to establish the strategy and critical path which will guide the Parties in the establishment of a Wildlife Management Plan including a protection plan in the area of the Project during its construction phase.

B. Ad Hoc Committee

i) Establishment of Ad Hoc Committee

An had hoc committee shall be created as soon as possible after the execution of the Boumhounan Agreement. The committee shall comprise four (4) representatives from the Cree Parties, two (2) representatives from Hydro-Québec and two (2) representatives from the Société de la faune et des parcs du Québec (hereafter the « FAPAQ »).

ii) Mandate of Ad Hoc Committee

Within ninety (90) days of its establishment or within such other delay which the Parties may agree on, the ad hoc committee shall draft a proposal defining the following elements:

  1. the boundaries of the Area contemplated for Wildlife Management during the construction phase of the Project, including the drawing up of a map showing such boundaries;
  2. the conditions subject to which wildlife may be harvested in the said region, namely the places and times where harvesting will be allowed, the species which may be harvested, and the allowed number of person/days of harvest;
  3. a Wildlife Management Plan including a protection plan in conformity with the provisions of the James Bay and Northern Québec Agreement (hereafter the "JBNQA") and of (An Act respecting Hunting and Fishing Rights in the James Bay and New Québec Territories), R.S.Q.,c. D-13.1. (hereafter the "Act");
  4. the regulation and the human, financial and material resources needed in order to implement the Wildlife Management Plan;
  5. a methodology for the evaluation of the harvest and of the results of the enforcement of the Regulations.

iii) Guiding Principles

In the accomplishment of its mandate, the ad hoc committee shall take into account the following principles:

  1. the Wildlife Management Plan established pursuant Chapter 14 and Schedule 1 of the Nadoshtin Agreement;
  2. the conservation of wildlife and eco-systems as defined in the JBNQA;
  3. control of access to wildlife and of harvesting;
  4. the provision of services by Crees;
  5. Cree economic development;
  6. Cree and Hydro-Québec participation;
  7. enforcement.

iv) Approval of Proposal

The Proposal defined by the ad hoc committee must be approved in writing by the Cree Parties, Hydro-Québec and FAPAQ respectively.

v) Expenses

The expenses incurred by the members representing FAPAQ on the ad hoc committee shall be borne by FAPAQ.

vi) Dissolution of Ad Hoc Committee

The ad hoc committee shall be dissolved as soon as the Proposal as approved by the Parties will have been tabled with the Hunting, Fishing and Trapping Coordinating Committee (hereafter the "HFTCC") contemplated in Section 24 of the JBNQA.

C. Tabling of the Approved Proposal with the HFTCC

The representatives of the Cree Parties and of the Québec Government on the HFTCC shall jointly table the approved Proposal with the HFTCC. They shall make representations to the HFTCC so that the latter recommends to the Québec Government to adopt Regulations, pursuant to sections 39 and 94 of the Act, substantially in the form of the approved Proposal.

D. Responsibilities of Weh­Sees Indohoun Corporation Upon the Enactment of the Regulations

Weh­Sees Indohoun Corporation shall:

  1. i) work in cooperation with FAPAQ and take on certain responsibilities, such as registration of catches, under the Wildlife Management Plan, taking into account the obligations flowing from the Regulations contemplated by section C above;
  2. update annually the Wildlife Management Plan and forward such information to FAPAQ;
  3. as the case may be, propose to the HFTCC such modifications to the Regulations contemplated in section C above in order that the latter recommends same to FAPAQ;
  4. publicize the existence of the Wildlife Management Plan and of the Regulations contemplated in section C above, particularly with the users;
  5. select Cree candidates to fill up the position of wildlife protection assistants or area wardens ;
  6. participate, financially and otherwise, including in the training of the candidates to fill up the wildlife protection assistants or area wardens, in the surveillance of the area contemplated by the Wildlife Management Plan and in the enforcement of the Regulations contemplated in section C above, among others, through the hiring of the the wildlife protection assistants or area wardens;
  7. provide FAPAQ annually with data on the wildlife species as well as any other useful information so as to allow the updating of the wildlife profile.

E. Responsibilities of FAPAQ upon the Enactment of the Regulations

The FAPAQ shall:

  1. participate in the selection Cree candidates to fill up the position of wildlife protection assistants or area wardens;
  2. work in cooperation with Weh-Sees Indohoun Corporation;
  3. update the wildlife profile from time to time;
  4. provide at Hydro-Québec’s expenses technical, professional and management assistance in connection with Wildlife Management Plan including the protection plan;
  5. provide the candidates selected as wildlife protection assistants or area wardens with the appropriate training so that they be accredited as wildlife protection assistants or area wardens;
  6. inform the general public through official publications of the existence of the Regulations contemplated by section C above and of such other relevant information;
  7. provide, at the expense of Hydro-Québec, surveillance of the area contemplated by the Wildlife Management Plan so as to ensure the enforcement of the Regulations contemplated by section C above and the implementation of the Wildlife Management Plan;
  8. file denunciations when appropriate against offenders to the Laws and Regulations.

F. Institutional Agreement between FAPAQ and Hydro-Québec

Hydro-Québec and FAPAQ shall execute an Institutional Agreement in substantial conformity with the Institutional Agreement contemplated by Appendix I of Schedule I of the Nadoshtin Agreement.