The Grand Council of the Crees

NADOSHTIN AGREEMENT

ENTENTE NADOSHTIN - NADOSHTIN NISKAMON - NADOSHTIN AGREEMENT

Posted: 0000-00-00

TABLE OF CONTENTS PAGE PREAMBLE .......................................................................................................1 Chapter 1 -- DEfinitions 1.1 Agreement concerning a New Relationship between the Government of Qu?bec and the Crees of Qu?bec.................3 1.2 Boumhounan Agreement............................................................3 1.3 Archaeology and Cultural Heritage Fund.....................................3 1.4 Category 1A lands.....................................................................3 1.5 Community or Cree Community.................................................3 1.6 Construction..............................................................................3 1.7 Contracts and Employment Review Committee...........................3 1.8 Cree Band.................................................................................3 1.9 Cree Counsellor.........................................................................3 1.10 Cree Enterprise..........................................................................4 1.11 Cree Entity.................................................................................4 1.12 Cree Nation...............................................................................4 1.13 Cree, Crees or James Bay Crees................................................4 1.14 Cree Parties...............................................................................4 1.15 Dispute Resolution Mechanism...................................................4 1.16 Eenou Indohoun Fund................................................................4 1.17 EM 1 Mercury Fund..................................................................5 1.18 EM 1 Project or Eastmain 1 Project or Eastmain 1 Hydro- Electric Projet or Project............................................................5 1.19 Hydro-Qu?bec or SEBJ.............................................................5 1.20 James Bay and Northern Qu?bec Agreement or JBNQA............5 1.21 La Grande (1986) Agreement....................................................5 1.22 Le Complexe La Grande (1975) ...............................................5 1.23 Mercury Agreement (2001) .......................................................5 1.24 Nadoshtin Companee.................................................................5 1.25 Namess Corporation..................................................................5 1.26 Opimiscow Agreement ? La Grande (1992) ..............................5 1.27 Other Cree Nations....................................................................6 1.28 Rate of Indexation......................................................................6 1.29 Remedial Measures Fund...........................................................6 1.30 SEBJ.........................................................................................6 1.31 Technical and Environmental Committee or TEC.........................6 1.32 Traditional activities....................................................................6 1.33 Training......................................................................................6 1.34 Training Fund ............................................................................6 1.35 Wabanu Dow Committee...........................................................6 1.36 Weh-Sees Indohoun Corporation ..............................................6 1.37 Work Group or Joint Advisory Working Group..........................7 Chapter 2 -- OBJECTS, PURPOSES AND INTENT OF THE AGREEMENT 2.1 General Objects and Intent ........................................................8 2.2 General Purposes.......................................................................8 2.3 Better Relations .........................................................................8 2.4 Cooperation...............................................................................8 2.5 Access and Fish and Wildlife Management during the Construction .............................................................................8 2.6 Mechanisms for Implementation .................................................8 2.7 Contract, Employment and Training Opportunities ......................9 Chapter 3 -- COMMON OBLIGATIONS OF THE PARTIES AND LEGAL PROCEEDINGS 3.1 General undertakings of the Parties ............................................10 3.2 Legal Proceedings .....................................................................11 3.3 Claims not Precluded ................................................................12 3.4 Payments to Continue after Commissioning ................................12 Chapter 4 -- undertakings of Hydro-Qu?bec 4.1 General .....................................................................................13 4.2 Decision to Proceed ..................................................................13 4.3 Information to the Organizational Structures Arising from this Agreement .......................................................13 4.4 Hydro-Qu?bec?s ?PSE-EM1 ?..................................................13 4.5 EM 1 Mercury Fund .................................................................14 4.6 Lake Sturgeon Study and Management Program ........................15 4.7 Archaeological and Burial Sites ..................................................15 4.8 Specific Studies and Environmental Follow-up of the Project ............................................................................15 4.9 Operation Protocol....................................................................16 4.10 315-kV Transmission Line ........................................................17 4.11 69-kV Transmission Line...........................................................17 4.12 Use of Roads and of Hydro-Qu?bec?s Services and Facilities.....................................................................................17 4.13 Public Information Sessions .......................................................18 Chapter 5 -- undertakings of the Cree Parties 5.1 General .....................................................................................19 5.2 Remedial Measures Fund ..........................................................19 5.3 Lake Sturgeon Study and Management Program ........................19 5.4 Archaeology and Culture Heritage Fund.....................................19 5.5 Eenou Indohoun Fund ...............................................................19 5.6 Training Fund ............................................................................20 5.7 Wildlife Management Plan .........................................................20 5.8 Public Recognition .....................................................................20 Chapter 6 -- Technical description of the Project 6.1 Substantial Conformity of Eastmain 1 .........................................21 6.2 Proposed Non Substantial Modifications ...................................22 Chapter 7 -- NADOSHTIN COMPANEE 7.1 Introduction ..............................................................................23 7.2 Organization of Nadoshtin Companee.........................................23 7.3 Operation of the Board of Directors ..........................................25 7.4 Expenses ..................................................................................26 7.5 Remedial Measures Fund...........................................................26 7.6 Archaeology and Cultural Heritage Fund.....................................26 7.7 Training Fund.............................................................................26 7.8 Cree Harvesting Claims..............................................................27 7.9 Documents.................................................................................27 7.10 Carrying out of Works...............................................................27 7.11 Languages..................................................................................27 7.12 Hydro-Qu?bec Information........................................................27 7.13 Reports......................................................................................28 Chapter 8 -- TECHNICAL AND ENVIRONMENTAL COMMITTEE 8.1 Constitution and Mandate...........................................................29 8.2 Composition, Secretariat and Operation.....................................29 8.3 Mandate....................................................................................30 8.4 Cree Involvement.......................................................................32 Chapter 9 -- REMEDIAL MEASURES FUND 9.1 Introduction...............................................................................33 9.2 Constitution................................................................................33 9.3 Remedial Measures Fund...........................................................33 9.4 Scheduling and Expenses............................................................35 9.5 Fund Net of GST and QST........................................................35 9.6 Payment.....................................................................................35 9.7 Use of the Remedial Measures Fund...........................................35 9.8 Reporting by Hydro-Qu?bec......................................................36 9.9 Penalty.......................................................................................36 Chapter 10 -- ARCHAEOLOGY AND CULTURAL HERITAGE FUND 10.1 Purpose of the Archaeology and Cultural Heritage Fund..............37 10.2 Constitution................................................................................37 10.3 Archaeology and Cultural Heritage Fund.....................................37 10.4 Scheduling and Expenses............................................................37 10.5 Use of the Archaeology and Cultural Heritage Fund....................37 10.6 Cree Involvement.......................................................................38 10.7 Reporting by Hydro-Qu?bec......................................................38 10.8 Penalty.......................................................................................38 Chapter 11 -- EENOU INDOHOUN FUND 11.1 Purpose of the Eenou Indohoun Fund ........................................39 11.2 Establishment ............................................................................39 11.3 Composition and Payment..........................................................39 11.4 Management .............................................................................39 11.5 Use of Fund ..............................................................................39 11.6 Audited Financial Statements .....................................................40 11.7 Clarification ...............................................................................40 11.8 Penalty ......................................................................................40 Chapter 12 -- Training Fund 12.1 Purpose of the Training Fund .....................................................41 12.2 Constitution ...............................................................................41 12.3 Funding .....................................................................................41 12.4 Use of the Fund.........................................................................41 12.5 Transfer to other Funds .............................................................41 12.6 Penalty ......................................................................................41 Chapter 13 -- CONTRACTS, EMPLOYMENT AND TRAINING 13.1 General Provisions.....................................................................42 13.2 Cree Counsellor ........................................................................42 13.3 Negotiated Contracts ................................................................43 13.4 Employment...............................................................................46 13.5 Identification of Negotiated Contracts during the Operation Phase........................................................................47 13.6 Training .....................................................................................47 13.7 Assistance and Technical Information to Cree School Board .....................................................................................48 13.8 Information and Orientation Program .........................................48 13.9 Dispute .....................................................................................48 Chapter 14 -- WEH-SEES INDOHOUN CORPORATION 14.1 Introduction ..............................................................................49 14.2 Organization of Weh-Sees Indohoun Corporation ......................49 14.3 Operation of the Board of Directors...........................................51 14.4 Remuneration and Expenses of Members ...................................51 14.5 Participation of Hydro-Qu?bec ..................................................51 14.6 Participation of the Crees ..........................................................53 14.7 Application of Section 24 of the JBNQA....................................53 Chapter 15 -- CREE HARVESTING CLAIMS 15.1 Acknowledgement ....................................................................54 15.2 Establishment of Procedure for Assessment and Settling of Cree Harvesting Claims .........................................................54 15.3 Submission of Claims ................................................................54 15.4 Stipulations ...............................................................................54 15.5 Camps ......................................................................................55 15.6 Processing of Claim ...................................................................56 15.7 Release .....................................................................................56 15.8 Dispute .....................................................................................56 Chapter 16 -- RIGHT OF FIRST REFUSAL ON HYDRO-QU?BEC SURPLUS 16.1 Right of First Refusal .................................................................57 16.2 Priority Procedure......................................................................57 16.3 Notice ......................................................................................57 16.4 Delay for Agreement .................................................................57 16.5 Obligation to Take Over ............................................................57 16.6 Interpretation ............................................................................ 58 Chapter 17 -- WABANU DOW COMMITTEE 17.1 Constitution................................................................................59 17.2 Members...................................................................................59 17.3 Costs.........................................................................................59 17.4 Quorum.....................................................................................59 17.5 Frequency of meetings................................................................59 17.6 Secretariat.................................................................................60 17.7 Mandate....................................................................................60 17.8 Objective...................................................................................60 17.9 Dispute resolution procedure......................................................60 17.10 Acceptance of the recommendations...........................................61 17.11 Failure to Resolve the Dispute....................................................61 17.12 Prescription................................................................................61 17.13 Dispute Resolution Process........................................................61 Chapter 18 -- GENERAL PROVISIONS 18.1 Preamble and Schedules ............................................................62 18.2 Coordination with other Entities .................................................62 18.3 Rights to Programs and Services ................................................62 18.4 JBNQA to Prevail .....................................................................62 18.5 Languages of Agreement ...........................................................62 18.6 Translation into Cree .................................................................62 18.7 GCC(EI)...................................................................................62 18.8 New Permanent Village .............................................................63 18.9 Environmental Expert Committee of the Soci?t? d'?nergie de la Baie James .........................................................63 18.10 Nature of Obligations ................................................................63 18.11 South-North Road ....................................................................63 18.12 Visit of Project Construction Site ...............................................63 18.13 Taxes excluded .........................................................................64 Chapter 19 -- COMING INTO FORCE OF THE AGREEMENT AND AMENDMENT CLAUSE 19.1 Coming into Force of the Agreement .........................................65 19.2 Amendment ..............................................................................65 SIGNATORIES .................................................................................................66 Schedule 1 -- WILDLIFE MANAGEMENT IN THE AREA OF THE PROJECT STRATEGY AND CRITICAL PATH A. Object ......................................................................................68 B. Ad Hoc Committee ...................................................................68 C. Tabling of the Approved Proposal with the HFTCC ...................70 D. Responsibilities of Weh-Sees Indohoun Corporation Upon the Enactment of the Regulations.......................................70 E. Responsibilities of FAPAQ upon the Enactment of the ........................................................................................71 F. Institutional Agreement between FAPAQ and Hydro-Qu?bec.....71 Appendix I.................................................................................72 1. Definitions..................................................................................74 2. Area contemplated for Wildlife Management...............................74 3. Undertakings of FAPAQ with Respect to the Project..................75 4. Undertakings of Hydro-Qu?bec.................................................76 5. Review of the Costs and Expenses and the Equipment Supplied by Hydro-Qu?bec.......................................................77 6. Cooperation with Weh-Sees Indohoun Corporation....................78 7. Implementation of this Agreement...............................................78 8. Amendment...............................................................................78 9. Successors.................................................................................78 10 Preamble...................................................................................78 11. Coming into force and termination of this Agreement...................78 Schedule 2 -- WORK GROUP ON THE USE OF THE FISHERIES RESOURCES IN THE EASTMAIN 1 RESERVOIR A. Introduction ..............................................................................79 B. Objects .....................................................................................79 C. Composition of the Work Group ...............................................80 D. Mandate ...................................................................................80 E. Schedule and Budget .................................................................81 Schedule 3 -- LAKE STURGEON STUDY AND MANAGEMENT PROGRAM A. Background ..............................................................................82 B. Objects of the Program .............................................................83 C. Duration and Costs of the Lake Sturgeon Study and Management Program ...............................................................85 Schedule 4 -- SPECIFIC MEASURES FOR THE 315‑kV TRANSMISSION LINE BETWEEN THE EASTMAIN 1 POWERHOUSE AND THE N?MISCAU SUBSTATION A. Identification of Sensitive Areas for Restricted Cutting under the Transmission Line ...........................................87 B. Restoration and Closing of Construction Access......................... Roads to the Transmission Line .................................................87 C. Clearing of Shorelines of Water Bodies ......................................88 D. Burning Periods .........................................................................88 Schedule 5 -- ARCHAEOLOGY AND CULTURAL HERITAGE PROGRAM A. Background ..............................................................................89 B. Program Content .......................................................................90 C. Cultural Heritage Advisory Committee .......................................93 D. Coordinator ..............................................................................94 Schedule 6 -- POSSIBLE USES OF THE REMEDIAL MEASURES FUND A. General .....................................................................................95 B. Habitat Restoration and Enhancement Measures ........................95 C. Trapping-out or Relocation ........................................................96 D. Fish Management, Conservation and Enhancement Measures ..................................................................................96 E. Improvement of Sites ................................................................96 F. Access for Crees ......................................................................97 G. Measures for Specific Areas ......................................................97 Schedule 7 -- POSSIBLE USES OF THE EENOU INDOHOUN FUND A. Trappers' Cabins and Camps ....................................................98 B. Communication Infrastructure ....................................................98 C. Trapline Management ................................................................98 D. Self-insurance Plan ....................................................................98 E. Transportation ...........................................................................98 F. Enhancement of Traditional Activities .........................................99 G. Other Works and Programs ......................................................99 Schedule 8 -- JOB DESCRIPTION OF CREE COUNSELLOR ..............100 Schedule 9 -- CONTRACTS AND CONTRACT GROUPS .................................................................................................. TO BE NEGOTIATED ..................................................................................................102 Schedule 10 -- PRINCIPAL TRADES FOR CONSTRUCTION ................103 Schedule 11 - RATE OF INDEXATION .....................................................104 AGREEMENT BY AND BETWEEN: the GRAND COUNCIL OF THE CREES (Eeyou Istchee), a corporation duly incorporated, herein acting and represented by Dr. Ted Moses, its Grand Chief, duly authorized to execute this Agreement, (hereinafter sometimes referred to as the "GCC(EI)") and the CREE REGIONAL AUTHORITY, a public corporation duly constituted under the Revised Statutes of Qu?bec, c. 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 under the Cree Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by Edward Gilpin, its Chief, duly authorized to execute this Agreement, (hereinafter sometimes referred to as the "Cree Nation of Eastmain") and the CREE NATION OF MISTISSINI, a local government duly constituted under the Cree Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by John Longchap, its Chief, duly authorized to execute this Agreement, (hereinafter referred to as the "Cree Nation of Mistissini") and 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, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by George Wapachee, its Chief, duly authorized to execute this Agreement, (hereinafter sometimes referred to as the "Cree Nation of Nemaska") and the WASKAGANISH BAND, also known and designated as the CREES OF THEWASKAGANISH FIRST NATION, a local government duly constituted under the Cree Naskapi (of Quebec) Act, 1983-1984 Statutes of Canada, c. 18, herein acting and represented by Robert Weistche, its Chief, duly authorized to execute this Agreement, (hereinafter sometimes referred to as the "Waskaganish First Nation") and HYDRO‑QU?BEC, a corporation duly constituted under the Hydro-Qu?bec Act (R.S.Q., c. H-5) with its head office in Montr?al, herein acting and represented by Mr. Andr? Caill?, its President and Chief Executive Officer, duly authorized to execute this Agreement, (hereinafter referred to as "Hydro‑Qu?bec") and the SOCI?T? D'?NERGIE DE LA BAIE JAMES, a corporation duly constituted and having its head office in Montr?al, , herein acting and represented by Mr. Elie Saheb, its President and Chief Executive Officer, duly authorized to execute this Agreement, (hereinafter sometimes referred to as "SEBJ") (all of the above parties being hereinafter collectively referred to as the "Parties"). WHEREAS an Agreement entitled Agreement Concerning a New Relationship between the Government of Qu?bec and the Crees of Qu?bec has been executed between the Crees and the Government of Qu?bec which has provisions relating to the EM 1 Project; WHEREAS the Parties wish to set out herein various terms, conditions and measures respecting the EM 1 Project; WHEREAS the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, Hydro-Qu?bec and la Soci?t? d??nergie 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 Boumhounan 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 For the purposes of this Agreement, and unless otherwise expressly provided or indicated by the context, the following words and phrases mean: 1.1 "Agreement Concerning a New Relationship between the Government of Qu?bec and the Crees of Qu?bec": (? Entente concernant une nouvelle relation entre le gouvernement du Qu?bec et les Cris du Qu?bec? 1.15) the Agreement executed on February 7, 2002, between the Government of Qu?bec and the Cree of Qu?bec; 1.2 "Boumhounan Agreement": (?Convention Boumhounan? 1.9) the Agreement dated February 7, 2002, executed between the Parties in respect to the Eastmain 1-A/Rupert Project as defined therein; 1.3 "Archaeology and Cultural Heritage Fund": (?Fonds pour l?arch?ologie et le patrimoine culturel? 1.22) the Fund established pursuant to Chapter 10 hereof: 1.4 "Category 1A lands": (?Terres de cat?gorie 1A? 1.35) 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" or "Cree community": (?Communaut? ou ?Communaut? crie? 1.6) the Eastmain Band, the Cree Nation of Mistissini, the Nemaska Band, the Waskaganish Band or one of the Other Cree Nations or Bands of James Bay; 1.6 "Construction": (?Construction? 1.8) means engineering, procurement and construction works; 1.7 "Contracts and Employment Review Committee": (?Comit? de r?vision des contrats et de l?embauche? 1.3) the Committee established pursuant to 13.3.2 hereof; 1.8 "Cree Band": (?Bande crie? 1.2A) 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 Ouj?-Bougoumou. 1.9 "Cree Counsellor": (?Conseiller cri? 1.7) the Cree individual hired pursuant to Chapter 13 hereof; 1.10 "Cree enterprise": (?Entreprise crie? 1.17) a Cree Band, or any Cree Entity, or 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 aformentioned, holds fifty percent (50%) or more of the voting shares or a sufficient participation to appoint the majority of Directors; as well as any partnership, joint venture, non-profit 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 any such corporation, partnership, joint venture, non-profit corporation or other enterprise or legal entity; 1.11 "Cree Entity": (?Entit? crie? 1.16) 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 Ouj?-Bougoumou Development Corporation, the Ouj?-Bougoumou Eenouch Association, the Cree Trappers? Association, the Cree Outfitting and Tourism Association, the Cree Native Arts and Crafts Association, the Cree Development Corporation, the Cree village , the Cree landholding corporations, as well as any 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 Qu?bec or Canada and any Cree Band, the Grand Council of the Crees (Eeyou Istchee) or the Cree Regional Authority; 1.12 "Cree Nation": ?Nation crie? 1.28) all of the James Bay Crees; 1.13 "Cree" or "Crees" or "James Bay Crees": (?Cri? or ?Crees? or ?Cris de la Baie James? 1.14) the James Bay Crees eligible pursuant to paragraphs 3.2.1, 3.2.2 and 3.2.3 of Section 3 of the JBNQA, including the Crees of Ouj?-Bougoumou; 1.14 "Cree Parties" (?Parties cries? 1.28A) the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, the Eastmain Band, the Cree Nation of Mistissini, the Nemaska Band and the Waskaganish Band; 1.15 "Dispute Resolution Mechanism": (?M?canismes de r?glement des diff?rends? 1.27) the process and procedure as provided for in Chapter 17 of this Agreement; 1.16 "Eenou Indohoun Fund": (?Fonds Eenou Indohoun? 1.21) the Fund established pursuant to Chapter 11 hereof; 1.17 "EM 1 Mercury Fund": (?Fonds EM 1 sur le mercure? 1.20) the Fund established pursuant to 4.5 hereof; 1.18 "EM 1 Project" or "Eastmain 1 Project" or "Eastmain 1 Hydroelectric Project" or "Project": (?Projet EM 1? ou ?Projet Eastmain 1? ou ?Projet hydo?lectrique Eastmain 1? ou ?Projet? 1.29) the EM 1 Powerplant mentioned in paragraph 8.1.2 of the JBNQA and appurtenant works detailed and referred to in 6.1.1 hereof; 1.19 "Hydro-Qu?bec" or ? SEBJ ?: (?Hydro-Qu?bec? ou ?SEBJ? 1.25) Hydro-Qu?bec, the corporation duly incorporated under the Hydro-Qu?bec Act, (R.S.Q., c. H-5), or the Soci?t? d??nergie de la Baie James, the company contemplated by section 39.1 of the Hydro-Qu?bec Act, (R.S.Q., c. H-5), or both; 1.20 "James Bay and Northern Qu?bec Agreement" or "JBNQA": (?Convention de la Baie James et du Nord qu?b?cois? or ? CBJNQ? 1.10) the Agreement approved, given effect to and declared valid by the James Bay and Northern Quebec Native Claims Settlement Act, (S.C., 1976-77, c. 32) and by the Act approving the Agreement concerning James Bay and Northern Quebec, (S.Q., 1976, c. 46) as amended by certain Complementary Agreements. 1.21 "La Grande (1986) Agreement": (? Convention La Grande (1986) ? 1.11) 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 Ouj?-Bougoumou, Hydro-Qu?bec and the Soci?t? d'?nergie de la Baie James, dated November 6, 1986; 1.22 "Le Complexe La Grande (1975)": (? Le Complexe La Grande (1975)? 1.26) the hydroelectric development project defined in Section 8 of the JBNQA as that Section reads as of the date of the execution of this Agreement; 1.23 "Mercury Agreement (2001)": (?Convention sur le mercure 2001? 1.13) the Agreement dated February 7, 2002, executed between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, Hydro-Qu?bec and the Soci?t? d??nergie de la Baie James; 1.24 "Nadoshtin Companee": (?Soci?t? Nadoshtin? 1.31) the Corporation established pursuant to Chapter 7 hereof; 1.25 "Namess Corporation": (?Soci?t? Namess? 1.32) the Corporation established by 3.2 of the Mercury Agreement (2001); 1.26 "Opimiscow Agreement - La Grande (1992)": (?Convention Opimiscow ? La Grande (1992)? 1.12) the Agreement executed between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, the Cree Nation of Chisasibi, the Cree Nation of Wemindji, Hydro-Qu?bec and the Soci?t? d'?nergie de la Baie James, dated January 8, 1993; 1.27 "Other Cree Nations": (?Autres nations cries? 1.2) 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 Ouj?-Bougoumou (the Ouj?-Bougoumou Cree Nation), a recognized collectivity of James Bay Crees; 1.28 "Rate of Indexation": (?Taux d?indexation? 1.34) the rate of indexation established pursuant to Schedule 11 hereof; 1.29 "Remedial Measures Fund": (?Fonds de travaux correcteurs? 1.19) the Fund established pursuant to Chapter 9 hereof; 1.30 "SEBJ" or ?Hydro-Qu?bec?: (?SEBJ? ou Hydro-Qu?bec? 1.30) Soci?t? d??nergie de la Baie James, the company contemplated by section 39.1 of the Hydro-Qu?bec Act, (R.S.Q., c. H-5), or Hydro-Qu?bec, the corporation duly incorporated under the Hydro-Qu?bec Act, (R.S.Q., c. H-5), or both; 1.31 "Technical and Environmental Committee" or "TEC": (?Comit? technique et environnemental? ou ?CTE? 1.4) the Committee established pursuant to Chapter 8 hereof; 1.32 "Traditional activities": (?Activit?s traditionnelles? 1.1) the traditional activities of the Crees, notably those contemplated by Chapter 24 of the JBNQA; 1.33 "Training": (?Formation? 1.23) formal or on-the-job instruction provided by qualified instructors or companions in an educational or officially recognized manpower training organization, the value of which is acknowledged by governments, industry and competent authorities such as the Commission de la construction du Qu?bec, and which leads to the obtaining of a degree, licence or to the recognized accounting of hours worked in view of the obtaining of such degree or licence, including competency cards; 1.34 "Training Fund": (?Fonds de formation? 1.18) the Fund established pursuant to Chapter 12 hereof; 1.35 "Wabanu Dow Committee": (?Comit? Wabanu Dow? 1.5) the Committee established pursuant to Chapter 17 hereof; 1.36 "Weh-Sees Indohoun Corporation": (?Soci?t? Weh-Sees Indohoun? 1.33) the Corporation established pursuant to Chapter 14 hereof; 1.37 "Work Group? or ?Joint Advisory Working Group": (?Groupe de travail? or ?Groupe de travail consultative conjoint? 1.24) the work group established pursuant to Schedule 2 hereof. Chapter 2 -- OBJECTS, PURPOSES AND INTENT OF THE AGREEMENT 2. The objects, purposes and intent of this Agreement are as follows : 2.1 General Objects and Intent : to provide for the construction, operation and maintenance of the Project in accordance with the terms of this Agreement, and other matters respecting the Project, in consideration of the rights, benefits and measures in favour of the Crees set out in this Agreement and in the Agreement Concerning a New Relationship Between the Government of Quebec and the Crees of Quebec. 2.2 General Purposes to accommodate the respective interests of the Parties in respect to the Project, to provide for environmental, remedial and mitigating measures in respect to the Project, to reduce the impacts of the Project on the Crees, in particular those of Eastmain, Mistissini, Nemaska and Waskaganish and to provide compensation therefor, to protect the Cree way of life, to facilitate the realization of the Project and to enhance community development and provide other opportunities for the Crees; 2.3 Better Relations to foster increased understanding and respect between the Parties and to promote better relations; 2.4 Cooperation to provide a more efficient framework for cooperation between the Parties in respect to the Project and to Cree traditional activities on the land; 2.5 Access and Fish and Wildlife Management during the Construction to manage road access and fish and wildlife use in the area of the Project during the construction thereof, as contemplated in Chapter 14 and Schedule 1 hereof. 2.6 Mechanisms for Implementation to provide effective mechanisms for the implementation of this Agreement and particularly the carrying out of environmental, remedial and mitigating measures in connection with the Project; 2.7 Contract, Employment and Training Opportunities to ensure contract, employment and training opportunities to the Crees, in particular those of Eastmain, Mistissini , Nemaska and Waskaganish, in connection with the Project. Chapter 3 -- COMMON OBLIGATIONS OF THE PARTIES AND LEGAL PROCEEDINGS 3.1 General undertakings of the Parties In consideration of their respective undertakings, the Parties hereto undertake: 3.1.1 to cooperate with each other in respect to the determination and execution of environmental, remedial and mitigating measures in connection with the Project; 3.1.2 to carry out, as a part of the measures contemplated in 3.1.1, the following: a) the Study on the Use of the Fisheries Resources in the Eastmain 1 Reservoir as contemplated in Schedule 2 hereof; b) the Lake Sturgeon Study and Management Program as contemplated in Schedule 3 hereof; c) the Specific Measures for the 315‑kV Transmission Line between the Eastmain 1 Powerhouse and the N?miscau Substation as contemplated in Schedule 4 hereof; d) the Archaeology and Cultural Heritage Program, as contemplated in Schedule 5 hereof. 3.1.3 to provide relevant data and participate in analyses respecting the programs and studies mentioned in 3.1.2 and to facilitate the carrying out thereof. 3.1.4 to establish and to participate in the operation of Nadoshtin Companee, Weh-Sees Indohoun Corporation, the committees referred to herein and the Joint Advisory Working Group referred to in Schedule 2 hereof. 3.1.5 to cooperate with each other to ensure the attainment of the objects and intent of this Agreement and to use their best efforts to ensure the effective implementation of this Agreement. 3.1.6 within their legal capacity, to do such things and execute such documents as may be useful or necessary to give full effect to the terms of Wildlife Management in the Area of the Eastmain 1 Project, Strategy and Critical Path attached hereto as Schedule 1, during the construction phase. 3.2 Legal Proceedings 3.2.1 Discontinuance of Legal Proceedings The Cree Parties hereby instruct their attorneys to discontinue as against Hydro-Qu?bec the legal proceedings bearing number 500-05-011892-922 in the Superior Court for the District of Montr?al and instituted against Hydro-Qu?bec, the Attorney General of Qu?bec and the Honourable Pierre Paradis, in his capacity as Minister of the Environment and administrator under Section 22 of the JBNQA. 3.2.2 Acceptance of the Discontinuance Hydro-Qu?bec accepts such discontinuance without costs. 3.2.3 Undertaking not to Institute New Legal Proceedings The Cree Parties further undertake, as and from the date of execution of this Agreement, not to institute any new legal proceedings nor take any measures to prevent, delay or change the Project. However, but without limiting the foregoing paragraph, nothing in this Agreement shall be interpreted as preventing the Cree Parties from instituting legal proceedings as shall be required in order to ensure the faithful implementation of this Agreement. The provisions of this Agreement do not affect any rights and recourses of the Crees and of Cree individuals resulting from contaminants (such as mercury or other metals and substances) arising from the Project. 3.2.4 Release For greater certainty, the release provided for by subsection 8.17 of the JBNQA applies to the Project. 3.2.5 Interpretation It is expressly acknowledged that none of the stipulations in this Agreement may be invoked by the Parties hereto or be interpreted as an admission on their part in support of or against their position or arguments which they might raise in any case or legal proceeding, in any forum whatsoever, with respect to a project other than the Project or with respect to any allegations or conclusions, not directly related to a project, in such case or legal proceeding. 3.2.6 Pending Legal Proceedings For greater certainty, the reference to legal proceedings in the preceding paragraph includes the following legal proceedings, except the parts of such proceedings which mention the Project: a) Grand Chief Matthew Coon-Come et al. v. Her Majesty the Queen in Right of Canada et al. - F.C.T.D. 962-89; b) Grand Chief Matthew Coon-Come et al. v. Hydro-Qu?bec et al. S.C.M. 500-05-004330-906; c) Grand Chief Matthew Coon-Come et al. v. The Attorney General of Qu?bec and the Attorney General of Canada et al., S.C.M. 500-05-027984-960. 3.3 Claims not Precluded 3.2 hereof shall not prevent any claims by the Cree Parties, and the James Bay Crees, nor affect any liability of Hydro‑Qu?bec for any specific loss or damage arising out of the construction or operation of the Project where such loss or damage has not been specifically provided for in this Agreement, the JBNQA, the La Grande (1986) Agreement and the Opimiscow Agreement - La Grande (1992). 3.4 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. Chapter 4 -- UNDERTAKINGS OF HYDRO-QU?BEC 4.1 General In consideration of the undertakings of the Cree Parties hereto, Hydro‑Qu?bec shall carry out its obligations set forth in this Agreement in conformity with the terms hereof. In addition to the undertakings contemplated by other chapters of this Agreement, Hydro‑Qu?bec shall carry out the specific undertakings set out hereafter. 4.2 Decision to Proceed Immediately upon the decision by resolution of its Board of Directors to proceed with the construction of the Project, Hydro-Qu?bec shall inform the Cree Parties in writing accordingly, by fax, confirmed by other means of communication. 4.3 Information to the Organizational Structures Arising from this Agreement Hydro‑Qu?bec shall make available free of charge to the organizational structures arising from this Agreement relevant information relating to the various elements of the Project, past and proposed environmental studies and programs and monitoring programs. 4.4 Hydro-Qu?bec's "PSE-EM1" 4.4.1 Design of the PSE-EM1 From the date of the decision by resolution of its Board of Directors to proceed with the construction of the Project, Hydro‑Qu?bec undertakes, through the Technical and Environmental Committee of the Nadoshtin Companee contemplated in Chapter 8 hereof, to focus its Eastmain 1 Environmental Monitoring Program (Programme de suivi environnemental de Eastmain 1 d'Hydro-Qu?bec), herein PSE-EM1, on the Study on the Use of the Fisheries Resources in the Eastmain 1 Reservoir as elaborated by the Work Group pursuant to Schedule 2 hereof, on environmental issues important to the Cree Parties in connection with the Project and on Hydro‑Qu?bec's legal obligations. 4.4.2 Study on Use of Fisheries Resources From the date of the decision, by resolution of its Board of Directors, to proceed with the construction of the Project, Hydro-Qu?bec undertakes, at its cost, to carry out the Study on the Use of the Fisheries Resources in the Eastmain 1 Reservoir through the TEC contemplated by Chapter 8 hereof. The objects of this study are described in Schedule 2 and the study will be carried out according to the terms of references elaborated by the Work Group contemplated in Schedule 2. 4.5 EM 1 Mercury Fund 4.5.1 Considering the impact of the impoundment of the Eastmain 1 Reservoir on the concentration of mercury in fish, Hydro‑Qu?bec 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. 4.5.2 There is hereby established the EM 1 Mercury Fund which shall have a maximum duration of twenty (20) years from the date of the execution of this Agreement. 4.5.3 The EM 1 Mercury Fund shall be held and disbursed by Hydro-Qu?bec, but shall be under the control of the Eeyou Namess Corporation contemplated by the Mercury Agreement (2001). The EM 1 Mercury Fund shall be administered by the Eeyou Namess Corporation as a distinct fund. 4.5.4 The funding contemplated in this Agreement is in addition to the funding provided 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 mutantis to the EM 1 Mercury Fund, subject to the provisions hereof. 4.5.5 The Fund shall consist of THREE MILLION DOLLARS ($3,000,000) (in 2002 dollars). The Rate of Indexation shall apply to the amount contemplated herein from 2002 until the entire amount of the Fund has been disbursed by Hydro-Qu?bec. This amount will be made available to Namess Corporation by Hydro-Qu?bec upon the execution of this Agreement. 4.5.6 For greater certainty and subject to 4.5.8, 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: - access to alternative fishing sites; - fishing and hunting subsidies; - fish and wildlife habitat enhancement; - development of waterfowl hunting ponds. 4.5.7 Should Hydro‑Qu?bec not make a payment provided for in 4.5 hereof, it shall pay for the benefit of Eeyou Namess Corporation, in addition to the amount of the due payment, a penalty of 2% of the amount of the due payment for every month or portion thereof the payment is outstanding. 4.5.8 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. 4.6 Lake Sturgeon Study and Management Program 4.6.1 Lake Sturgeon Study Hydro-Qu?bec undertakes, at its cost, and from the date of execution of this Agreement, to coordinate and carry out jointly with the Nadoshtin Companee, through the Technical and Environmental Committee, the Lake Sturgeon Study and Management Program, the objects of which are described in Schedule 3 hereof. 4.6.2 Lake Sturgeon Monitoring Program Furthermore, Hydro-Qu?bec undertakes, at its cost as contemplated by Section C of Schedule 3 hereof, to implement the monitoring program in accordance with subsection B.3 of Schedule 3 hereof and the measures that will be developed and recommended pursuant to the Lake Sturgeon Study and Management Program. 4.7 Archaeological and Burial Sites 4.7.1 Following the commissioning of the Eastmain 1 Project, Hydro-Qu?bec shall from time to time, as conditions permit, carry out jointly with the Nadoshtin Companee, monitoring and follow-up activities concerning archaeological and burial sites, in order to evaluate and mitigate the effects of ongoing erosional processes. 4.7.2 For archaeological sites, mitigation shall include controlled collection of artifacts and, if warranted, excavations, followed by interpretation of findings. 4.7.3 For burial sites, the appropriate mitigation action will be determined through consultation directly with the concerned Cree communities or through Nadoshtin Companee. 4.7.4 Hydro-Qu?bec shall as much as possible consult with and involve the Crees of the concerned Cree communities in these monitoring and follow-up activities. 4.8 Specific Studies and Environmental Follow-up of the Project Hydro-Qu?bec undertakes, at its cost, and from the date of the decision by resolution of its Board of Directors to proceed with the construction of the Project, to carry out jointly through the TEC the following specific studies and environmental follow‑up in connection with the Project: - ice monitoring; - clearing by natural agents; - floating peat bogs; - erosion downstream from the spillway. Furthermore, Hydro‑Qu?bec shall ensure significant participation of the Cree Parties through the TEC in the planning, including the preparation of mandates, and carrying out of these specific studies and environmental follow-up. 4.9 Operation Protocol In order to facilitate the use of the Eastmain 1 reservoir and of the portion of the Eastmain River downstream from the spillway in a safe manner and to stabilize water levels during the ice-free period near the maximum operating level of the reservoir, Hydro‑Qu?bec undertakes, in the planning of its production and for the safe operation of its installations, to respect the operating procedures described hereafter, subject to the maintenance of the minimal discharge of 140 m3/s at the outlet of the tailrace. 4.9.1 Level and Operation of Reservoir a) to take advantage of the spring flood to raise the level of the reservoir as quickly as possible; b) during ice-free periods, to maintain the level of the reservoir between elevations 274 m and 283 m; c) during two winters, and as soon as possible after the impoundment of the reservoir, to operate the reservoir so as to allow ice to act to the greatest extent possible as an agent in crushing forest vegetation in the drawdown zone. 4.9.2 Use of Spillway a) to keep spilling at a minimum by using reservoir storage capacity, while giving priority to the objective established in 4.9.1 b) hereof; b) to ensure safe use of the spillway, applying in particular the following procedure in case of spilling: i) to inform, as soon as spilling is foreseen, the Council of the Cree Nation of Eastmain by telephone and in writing of the date, duration and magnitude of spilling foreseen; ii) to ensure that no one is at risk and give, if possible, a verbal notice of the potential use of the spillway to any person near the spillway; iii) to activate the sound warning system; iv) to partially open one gate to alter slightly the discharge downstream of the spillway; v) to activate again the sound warning system; vi) to complete the opening of spillway gates so as to ensure a gradual rise in discharge, thus avoiding sharp hydraulic changes downstream of the spillway; c) to install signs in French, English and Cree along both shores of the Eastmain River, from the spillway to the powerhouse, to warn about the possibility of increase in water level in case of spilling and explain the meaning of the sound warnings; d) to provide once a year to Nadoshtin Companee and the TEC a report on individual spills including the volume involved and their distribution over time. 4.10 315‑kV Transmission Line Hydro‑Qu?bec undertakes to implement the specific measures set out in Schedule 4 hereof with respect to the construction of the 315‑kV transmission line between the Eastmain 1 Powerplant and the N?miscau substation. 4.11 69-kV Transmission line As soon as possible after the date of the decision by resolution of the Board of Directors of Hydro-Qu?bec to proceed with the construction of the Project, but before the commencement of any clearing of the right-of-way of the 69-kV transmission line, at a date decided by the concerned Parties, a helicopter survey of the alignment shall take place at the expense of Hydro-Qu?bec. A tallyman, a trapper and a representative of Hydro-Qu?bec shall take part in such survey. 4.12 Use of Roads and of Hydro-Qu?bec's Services and Facilities The Crees shall have access to the roads used in connection with the Project as well as the use of Hydro-Qu?bec'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. 4.13 Public Information Sessions Hydro‑Qu?bec shall, at the request of the Cree Parties hereto, participate in joint public information sessions for the benefit of the Crees regarding this Agreement, the Project detailed herein and the activities of Nadoshtin Companee. The Parties shall pay for their respective expenses in connection with such sessions. Chapter 5 -- UNDERTAKINGS OF THE CREE PARTIES 5.1 General In consideration of the undertakings of Hydro‑Qu?bec herein in favour of the Cree Parties, the Cree Parties shall carry out their respective obligations set forth in this Agreement in conformity with the terms hereof and facilitate the realization of the Project contemplated herein. In addition, the Cree Parties shall carry out the specific undertakings set out hereafter. 5.2 Remedial Measures Fund The Cree Parties shall, through Nadoshtin Companee, recommend annually and from time to time, for the duration of the Remedial Measures Fund contemplated herein, various environmental, mitigating and remedial studies, works, measures and programs with respect to the Project in accordance with Chapter 9 and Schedule 6 hereof. However, such recommendations shall not preclude Hydro‑Qu?bec from making recommendations as well in regard to environmental, mitigating and remedial studies, works, measures and programs with respect to the Project. 5.3 Lake Sturgeon Study and Management Program The Cree Parties shall, in accordance with subsection 4.6 hereof, comply with all aspects of the Lake Sturgeon Study and Management Program namely: the fish quota, the registration of the lake sturgeon catches, the collection of biological information and the monitoring contemplated in subsection 4.6 and Section B.3 and C of Schedule 3 hereof. 5.4 Archaeology and Cultural Heritage Fund The Cree Parties shall, through Nadoshtin Companee, recommend annually and from time to time, for the duration of the Archaeology and Cultural Heritage Fund contemplated herein, various studies, works and measures with respect to the Project in accordance with Chapter 10 and Schedule 5 hereof. However, such recommendations shall not preclude Hydro‑Qu?bec from making recommendations as well in regard to studies, works and measures with respect to the Project. 5.5 Eenou Indohoun Fund The Cree Parties shall, through Nadoshtin Companee, ensure that the Eenou Indohoun Fund is used in conformity with the provisions of Chapter 11 and Schedule 7 hereof, and for the purposes contemplated therein. 5.6 Training Fund The Cree Parties shall recommend, through Nadoshtin Companee, annually and from time to time, Cree candidates to benefit from the Training Fund established pursuant to Chapter 12 hereof. 5.7 Wildlife Management Plan The Cree Parties shall, particularly through Weh-Sees Indohoun Corporation, in accordance with Chapter 14 and Schedule 1 hereof, comply with the Wildlife Management Plan. 5.8 Public Recognition The Cree Parties shall recognize publicly the contribution of Hydro‑Qu?bec to the studies, works, measures and programs rendered possible through the funds established pursuant to this Agreement. The nature and extent of such recognition shall be determined through Nadoshtin Companee. Chapter 6 -- TECHNICAL DESCRIPTION OF THE PROJECT 6.1 Substantial Conformity of Eastmain 1 The Parties hereto agree that the Eastmain 1 Project as described in 6.1.1 herein, is in substantial conformity with the EM 1 described in 8.1.2 of the JBNQA. 6.1.1 Description of the Eastmain 1 Project a) The Eastmain 1 Project is located on the Eastmain River immediately upstream from the impoundment created for the Eastmain-Opinaca diversion in the La Grande Complex (EOL) as shown on Plate 1 entitled ?Eastmain 1 hydroelectric Project? dated January 31, 2002, attached to this Chapter 6. b) The major components of the Eastmain 1 Project, also described on Plate 1, are the powerhouse itself, the main dam across the Eastmain River, the spillway located on the right bank of the river, and dykes for reservoir closure. A 315 kV transmission line will link the powerhouse to the N?miscau substation. A permanent access road will be built from this substation to the construction site. c) The powerhouse is located on the left bank of the Eastmain River at km 203. It has three turbine/generator units with an installed capacity of approximately 480 MW. The generating station will have an annual output of approximately 2.7 terawatthours with average inflows. The design flow is approximately 840 m3/s and the rated head is approximately 63 m. A minimum flow of 140 m3/s will be maintained at all times at the outlet of the powerhouse. d) The main dam, at approximately km 217 of the Eastmain River, is approximately 890 m long and 70 m high. Some 30 dykes are required for the closure of the reservoir. e) The reservoir at its maximum level has a flooded area of approximately 603 km2; its annual drawdown is limited to approximately 9 m. The headwater level is 283 m (max.) and 274 m (min.). Village lakes will remain unaffected. f) The spillway is located on the right bank of the Eastmain River upstream of the powerhouse at the north end of the main dam. The discharge capacity of the spillway with the reservoir at maximum level is approximately 5 500 m3/s. g) It will also be necessary to build a temporary village and camp and a permanent access road of approximately 85 kilometers linking the main dam to the N?miscau substation. The construction site may be supplied electricity by means of a temporary 69-kilovolt line supported by wood poles running from Muskeg substation. h) Finally, a roughly 70-kilometres 315 kilovolt line will have to be built between the powerhouse substation and N?miscau substation to integrate the powerhouse into the transmission network. 6.2 Proposed Non substantial Modifications It is acknowledged that the description of the Eastmain 1 project contemplated in the Order in Council no. 302-93 and the three (3) ?Certificats d?autorisation N/Dossier 3214-10-11? dated respectively January 13, 1993, March 16, 1993 and March 22, 1993, and set out in the plans of Hydro-Qu?bec included the diversion of the Eau Claire River and the proposed alignment of a permanent access road linking the N?miscau substation to the Eastmain 1 powerplant. 6.2.1 Diversion of Eau Claire River To reduce the impacts associated with the Project, Hydro-Qu?bec hereby agrees that the proposed diversion of the Eau Claire River into the Eastmain 1 Reservoir will not take place and the whole Eau Claire River basin will be maintained in its natural condition, including lakes Clarkie and Lichteneger, except for the portion of the Eau Claire River located between its mouth and the first rapids. 6.2.2 Realignment of the Permanent Access Road Furthermore, to alleviate the impact on a prime wildlife habitat, Hydro-Qu?bec agrees to a new alignment for the road linking the N?miscau substation to the Eastmain 1 powerplant. The new alignment will be realigned to the east at approximately km 20 and rejoin the initial alignment planned by Hydro-Qu?bec at approximately km 30. Chapter 7 -- NADOSHTIN COMPANEE 7.1 Introduction 7.1.1 It is acknowledged that, among other things, certain impacts and some remedial measures in connection with the Project have been determined and are contemplated herein. 7.1.2 It is acknowledged that certain of the potential impacts and some remedial measures in connection with the Project cannot be determined with precision at this time and that remedial measures shall need to be studied, planned and executed. 7.1.3 Consequently, the Parties hereto agree that it is necessary to establish an efficient framework for cooperation between the Cree Parties and Hydro‑Qu?bec for the purposes of 7.1.1 and 7.1.2 hereof and to facilitate the attainment of the objects and intent of this Agreement. 7.1.4 Such relationship between the Cree Parties and Hydro‑Qu?bec shall be carried out through a corporation to be known as Nadoshtin Companee in Cree, Nadoshtin Company in English and Soci?t? Nadoshtin in French. 7.2 Organization of Nadoshtin Companee 7.2.1 Incorporation a) Nadoshtin Companee shall be incorporated as a non-profit company under Part III of the Qu?bec Companies Act or under other applicable Qu?bec legislation; b) the Parties hereto shall take the measures required to effect such incorporation forthwith upon the execution of this Agreement; c) the application for incorporation and the bylaws shall be such as to give effect to the objects and intent of this Agreement; d) the head office of Nadoshtin Companee shall be located in Category 1A lands; e) the fiscal year of Nadoshtin Companee shall end on March 31st unless decided otherwise by its Board of Directors; f) the cost of incorporation shall be paid by Hydro‑Qu?bec. 7.2.2 Objects Nadoshtin Companee shall have the following objects which shall be reflected in its letters patent: a) to carry out the functions vested in it by this Agreement, to protect the Cree way of life, to alleviate the negative impacts of the Project on the Crees and their traditional activities and to enhance the modified environment resulting from the Project; b) to act as a mandatary of Hydro‑Qu?bec in the carrying out of the environmental, mitigating and remedial studies, works and measures and programs contemplated by Schedules 5 and 6, Section B.2 of Schedule 3 and Chapters 9, 10 and 12 hereof; c) to plan, evaluate, authorize and see to the carrying out of environmental, mitigating and remedial studies, works and measures to be financed from the Remedial Measures Fund, in accordance with section 7.5 hereof and the provisions of Chapter 9 hereof; d) to plan, evaluate and see to the carrying out of the Archaeology and Cultural Heritage Program to be financed from the Archaeology and Cultural Heritage Fund, in accordance with section 7.6 hereof and the provisions of Chapter 10 hereof; e) to provide opportunities for the Crees and, among other things, to ensure that the James Bay Crees fully benefit from the employment opportunities provided for in Chapter 13; f) to select Cree candidates for training upon receipt of comprehensive recommendations from the concerned Cree Parties; g) to approve the type of training recommended by an educational or officially recognized manpower training organization, and authorize the disbursement of expenditures accordingly; h) to evaluate the results of the training and, as the case may be, the pertinence of maintaining the financing of the training of a given candidate based on training follow-up reports provided by the concerned Cree Parties; i) to recommend to Hydro‑Qu?bec incentives for on-the-job training in the form of a partial reimbursement to contractors of Crees' wages, in accordance with 13.6.2 hereof, and evaluate the results of these incentives based on on-the-job training follow-up reports provided by Hydro‑Qu?bec; j) to control the Training Fund, the object of which is described in Chapter 12 hereof ; k) to work in coordination with the Contracts and Employment Review Committee; l) to carry out the objects and functions set out in Chapter 8 with respect to the Technical and Environmental Committee and instructions to Eeyou Companee respecting the Eenou Indohoun Fund; m) to provide an efficient framework for cooperation between the Cree Parties and Hydro‑Qu?bec in connection with the Project and to facilitate the attainment of the objects and intent of this Agreement. 7.2.3 Board of Directors The Board of Directors of Nadoshtin Companee shall consist of nine (9) members entitled to vote according to the rules set out hereafter. The Cree Nations of Eastmain, Mistissini, Nemaska and Waskaganish shall each appoint one (1) member. A fifth member shall be appointed jointly by the GCCQ and the Cree Nations of Eastmain, Mistissini, Nemaska and Waskaganish. Hydro‑Qu?bec shall appoint four (4) members. The Cree Parties and Hydro‑Qu?bec may replace their respective appointees from time to time, at their discretion, in which case notice shall be given to the other Parties and their directors on the Board as soon as possible before the next meeting. 7.3 Operation of the Board of Directors 7.3.1 Quorum The presence of five (5) members shall be required to hold a meeting of the Board of Directors. This quorum must include at all times at least three (3) members appointed by the Cree Parties and two (2) members appointed by Hydro-Qu?bec. 7.3.2 Adoption of Resolutions To be valid, any resolution by the Board of Directors must have the assent of the majority of the directors voting on such resolution. 7.3.3 Establishment of Committees The Board of Directors may establish such committees with such composition as it deems appropriate to carry out its objects and functions. 7.4 Expenses 7.4.1 Operating Expenses The operating expenses, which shall include those in connection with corporate secretariat and professional and technical support, may be paid out of the Remedial Measures Fund, the Archaeology and Cultural Heritage Fund or the Training Fund. The payment of such expenses must be authorized by resolution of the Board of Directors annually or from time to time. 7.4.2 Expenses of the Board of Directors The Cree Parties and Hydro-Qu?bec will each assume the fees related to the participation of the directors they appoint on the Board of Directors of the Nadoshtin Companee. The travel, accommodation and meal expenses of these directors shall be assumed by the Nadoshtin Companee in accordance with the policies of the Cree Regional Authority for those directors appointed by the Cree Parties and in accordance with the policies of Hydro-Qu?bec for those other directors appointed by Hydro-Qu?bec. 7.5 Remedial Measures Fund Nadoshtin Companee shall ensure that the environmental, mitigating and remedial studies, works and measures financed from the Remedial Measures Fund provided for in Chapter 9 hereof shall be carried out in such a manner 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. 7.6 Archaeology and Cultural Heritage Fund Nadoshtin Companee shall ensure that the program financed from the Archaeology and Cultural Heritage Fund contemplated by Chapter 10 hereof shall be carried out in such a manner as to preserve Cree Cultural Heritage. 7.7 Training Fund Nadoshtin Companee shall ensure that the measures contemplated by 13.6 respecting the Training Fund shall be carried out accordingly. 7.8 Cree Harvesting Claims In accordance with Chapter 15 hereof, Nadoshtin Companee shall relay to Hydro‑Qu?bec claims and related information submitted by the Crees and receive notices from Hydro‑Qu?bec regarding the said claims. 7.9 Documents When Nadoshtin Companee carries out, administers or supervises works, it may prepare and approve contract documents including specifications and drawings. 7.10 Carrying out of Works Environmental, mitigating and remedial studies, works and measures planned and approved by Nadoshtin Companee shall be carried out, administered and supervised, as the case may be, by Nadoshtin Companee, Cree enterprises, the TEC or Hydro‑Qu?bec in accordance with the objects and intent of this Agreement. As a general rule, the studies, works and measures financed through the Remedial Measures Fund, the program financed through the Archaeology and Cultural Heritage Fund and the measures financed through the Training Fund shall be carried out by Cree enterprises and Cree individuals, provided that set schedules, costs and quality requirements are met. 7.11 Languages 7.11.1 Documentation The minutes and contracts of Nadoshtin Companee shall be drafted in French and English except when otherwise authorized by its Board of Directors. 7.11.2 Cree Translations Cree shall be used as much as possible as a working language of Nadoshtin Companee. Nadoshtin Companee shall also arrange and pay for translations of documents into Cree when authorized by the Board of Directors. 7.12 Hydro-Qu?bec Information Hydro‑Qu?bec shall make available to the Nadoshtin Companee, at its request and free of charge, scientific, technical and administrative information of Hydro-Qu?bec which is necessary to accomplish its objects or necessary to the implementation of this Agreement, subject to any requirement respecting the confidentiality of such information. However, this provision does not constitute an admission by the Cree Parties that the information provided by Hydro-Qu?bec pursuant thereto is confidential. 7.13 Reports On or before the 1st of October of each year unless otherwise indicated, the Parties and Nadoshtin Companee shall provide or receive, as the case may be, the following reports: 7.13.1 audited statements of payments by Hydro‑Qu?bec from the Remedial Measures Fund and the EM 1 Mercury Fund; 7.13.2 annual report by Nadoshtin Companee on its activities and expenditures related to the Remedial Measures Fund, the Archaeology and Cultural Heritage Fund, the Training Fund and with regard to the TEC ; 7.13.3 audited financial statements by Eeyou Companee with respect to the expenditures of the Eenou Indohoun Fund; 7.13.4 annual report by the Eeyou Namess Corporation on the activities and expenditures related to the EM 1 Mercury Fund. Chapter 8 -- TECHNICAL AND ENVIRONMENTAL COMMITTEE 8.1 Constitution and Mandate There is hereby established a Technical and Environmental Committee (hereinafter referred to as the "TEC"), through Nadoshtin Companee, which shall be a forum for discussion, cooperation and decision, as the case may be, on a consensus basis. The TEC shall be a special committee of Nadoshtin Companee. The functions of the TEC shall be as follows: 8.1.1 to provide assistance to Nadoshtin Companee in the study, planning, evaluation and carrying out of measures related to its mandate; 8.1.2 to provide assistance to the Cree tallymen and trappers; 8.1.3 to coordinate and carry out jointly the Lake Sturgeon Study and Management Program; 8.1.4 to ensure the participation of the Cree Parties in specific environmental follow-up studies of the Project; 8.1.5 to consult the Cree Parties with respect to Hydro‑Qu?bec's Eastmain 1 Environmental Monitoring Program (PSE-EM1); 8.1.6 to receive information and provide advice about Hydro‑Qu?bec's mitigating measures; 8.1.7 to ensure the dissemination of information to the communities of Eastmain, Mistissini, Nemaska and Waskaganish, on a timely basis but at least once a year, on the different programs and studies under the responsibility of the TEC as well as those under the responsibility of Hydro‑Qu?bec provided that this information is not confidential and that its dissemination does not conflict with Hydro‑Qu?bec's interests. 8.2 Composition, Secretariat and Operation 8.2.1 The TEC shall consist of four (4) members appointed by Nadoshtin Companee. However, two of such members shall be designated by Hydro-Qu?bec and may be replaced from time to time by Hydro-Qu?bec. Nadoshtin Companee may replace other appointees from time to time, at its discretion, in which case notice shall be given to the other Parties as soon as possible before the next meeting. 8.2.2 The presence of two (2) members shall be required to hold a meeting of the TEC. This quorum must at all times include one (1) member appointed by Nadoshtin Companee and one member designated by Hydro-Qu?bec as provided in section 8.2.1 hereof. 8.2.3 Meetings of the TEC may be called by at least two (2) members. 8.2.4 The TEC shall appoint a Chairperson at each meeting. Such appointment shall take place on a rotating basis among the members designated by Hydro‑Qu?bec and the others. 8.2.5 The keeping of records and other internal procedures of the TEC shall be decided at the first meeting of the TEC. 8.2.6 Hydro-Qu?bec shall put secretariat services at the disposal of Nadoshtin Companee for the TEC and pay for such services. 8.2.7 Hydro‑Qu?bec and each of the Cree Parties shall each pay the fees and the expenses related to their participation in the TEC. 8.2.8 The TEC shall invite other persons to participate in its work as necessary. The remuneration and expenses of such persons other than Cree Entities? employees or Hydro-Qu?bec may be paid from the fund or budgets related to the studies, works, measures and programs for which expertise is sought. 8.2.9 Five (5) years after the closure of the diversion tunnel, Nadoshtin Companee shall review the role, composition and mandate of the TEC. 8.3 Mandate 8.3.1 Assistance to Nadoshtin Companee The TEC shall, at the initiative of Nadoshtin Companee, provide assistance, advice and information to the latter in the carrying out of its mandate including the study, planning, evaluation and carrying out of environmental, remedial and mitigating measures and programs. In addition, the TEC shall make the recommendations contemplated herein. 8.3.2 Assistance to Cree Tallymen and Trappers The TEC shall, at the initiative of the Cree tallymen and trappers, provide assistance, advice and information to the said tallymen and trappers, particularly those of Eastmain, Mistissini, Nemaska and Waskaganish with respect to works, services, projects and programs contemplated by this Agreement. 8.3.3 Coordination and Carrying out of the Lake Sturgeon Study and Management Program a) The TEC shall be responsible, under the general oversight of Nadoshtin Companee, for the joint coordination and carrying out of the Lake Sturgeon Study and Management Program in accordance with 4.6 and Schedule 3 hereof. As part of this mandate, the TEC shall: i) determine the studies, research, works and other measures to be undertaken or carried out as part of the Program; ii) prepare the mandates to be given, supervise the work to be carried out and approve the selection of consultants for the purpose of the Program; iii) determine the annual budget for the implementation of the Program; iv) receive from the Parties information which they have or may obtain relevant to the Program; v) ensure, to the maximum extent possible, the direct involvement of the Crees including the use of Cree expertise and the hiring of Crees in the implementation of the Program; vi) consult and communicate with the Cree communities of Eastmain, Mistissini, Nemaska and Waskaganish and with the Cree tallymen and trappers of those communities to ensure their full participation in the Program; vii) receive and analyze findings of studies and other measures and develop and recommend strategies for the mitigation of impacts on lake sturgeon and for management of the lake sturgeon fisheries; viii) develop a monitoring program which will apply both for the construction and operation of the Project. 8.3.4 Participation of the Cree Parties in Specific Studies and Environmental Follow-up of the Project With respect to Hydro‑Qu?bec's specific environmental studies related to the Project, the TEC shall act as a joint forum to ensure significant participation of the Cree Parties, including the Cree tallymen and trappers of Eastmain, Mistissini, Nemaska and Waskaganish, in the planning, preparation and carrying out of these studies which are as follows: a) ice monitoring; b) clearing by natural agents; c) floating peat bogs; d) erosion downstream from spillway. 8.3.5 Participation of the Cree Parties on Hydro‑Qu?bec's Eastmain 1 Environmental Monitoring Program (PSE-EM1) With respect to Hydro‑Qu?bec's PSE-EM1, the TEC shall act as a joint forum to ensure significant participation of the Cree Parties, in carrying out and the designing of the PSE‑EM1 that shall focus on the Study on the Use of Fisheries Resources in the Eastmain 1 Reservoir as elaborated by the Work Group pursuant to Schedule 2 hereof; on environmental issues important to the Cree Parties in connection with the Project; and on Hydro-Qu?bec's legal obligations. 8.3.6 Information and Advice regarding Hydro-Qu?bec's Mitigating Measures As regards mitigating measures to be carried out by Hydro‑Qu?bec related to the Project, the TEC shall: a) receive information from Hydro‑Qu?bec on the different mitigating measures and ensure its dissemination to the Cree communities of Eastmain, Mistissini, Nemaska and Waskaganish through Nadoshtin Companee; b) provide advice to Hydro-Qu?bec in regard to such mitigating measures. 8.3.7 Dissemination of Information The TEC shall ensure the dissemination of information to the communities of Eastmain, Mistissini, Nemaska and Waskaganish on a timely basis but at least once a year, on the different programs and studies under the responsibility of the TEC as well as those under the responsibility of Hydro‑Qu?bec provided that this information is not confidential and that its dissemination does not conflict with Hydro‑Qu?bec's interests. 8.4 Cree Involvement In all cases, the TEC shall ensure that the Crees, particularly those of Eastmain, Mistissini, Nemaska and Waskaganish, will be involved to the maximum extent possible in the planning, evaluation and carrying out of the different studies, measures, works and programs. Moreover, the TEC shall ensure that such studies, measures, works and programs are used as opportunities for training and education and for the acquisition of practical experience in the execution of surveys, the collection of data and the interpretation of results. Chapter 9 -- REMEDIAL MEASURES FUND 9.1 Introduction 9.1.1 The Parties agree that it is necessary to carry out environmental, mitigating and remedial studies, works, measures and programs in connection with the Project. 9.1.2 It is acknowledged that certain impacts and certain environmental, mitigating and remedial studies, works, measures and programs related to the Project have been agreed upon. 9.1.3 The Parties have further determined that certain environmental, mitigating and remedial studies, works, measures and programs must be carried out, notably in connection with the Eastmain River between the Opinaca Reservoir and the spillway as well as in the other areas mentioned in B.2 of Schedule 3 hereof. 9.2 Constitution There shall be a Remedial Measures Fund. This fund shall be held and disbursed by Hydro‑Qu?bec but shall be subject to the control of Nadoshtin Companee. 9.3 Remedial Measures Fund 9.3.1 a) The Remedial Measures Fund shall consist of an amount of EIGHTEEN MILLION DOLLARS ($18,000,000) (in 2002 dollars) set aside by Hydro-Qu?bec from its budget and funds; b) This amount of EIGHTEEN MILLION DOLLARS ($18,000,000) shall be made available by Hydro‑Qu?bec to Nadoshtin Companee 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; c) The Fund shall be used for the purposes of environmental, remedial and mitigating studies, works, measures and programs in connection with the Project as contemplated by Schedule 6 hereof; d) An amount of five hundred thousand dollars ($500,000) (in 2002 dollars) shall be paid from the Fund to Nadoshtin Companee by Hydro-Qu?bec for the initial operating expenses of Nadoshtin Companee within thirty (30) days from the date of execution of this Agreement. 9.3.2 a) On the 31st of March in the calendar year following the date of the decision referred to in 9.3.1 b), the balance of the Remedial Measures Fund, as reported in the audited statements of payments provided by Hydro‑Qu?bec pursuant to 7.13.1 hereof, shall be adjusted for inflation based on the change in the Consumer Price Index for Canada as reported for the month preceding the date of such decision and that reported for the month of February in the calendar year following same minus 1 percent (1%). b) On the 31st of March of subsequent years, the balance of the Remedial Measures Fund, as reported in the audited statements of payments provided by Hydro‑Qu?bec pursuant to 7.13.1 hereof, shall be adjusted by multiplying such balance by the [Rate of Indexation -1%]. c) The Rate of Indexation minus one percent (1%) referred to in 9.3.2 a) and 9.3.2 b) cannot be less than one (1). 9.3.3 The purposes of the Remedial Measures Fund shall be as follows: a) to permit the continuance by the Crees of traditional activities; b) to alleviate negative impacts of the Project; c) to further the use by the Crees of the areas affected by the Project and the reorganization of such areas; d) to favour the biological and visual quality of the environment as well as its productivity; e) to assist the regeneration of habitats. And for the purposes of the portion of the Eastmain River from its point of discharge in the Opinaca reservoir up to the first impassable rapids on the Eau Clairer Water River system, it shall be as follows: f) to implement the measures developed and recommended pursuant to the Lake Sturgeon Study and Management Program as contemplated by Schedule 3 hereof; g) to assist the regeneration of habitats; h) to alleviate negative impacts of the Project; i) to permit the continuance of traditional activities; j) to favour the biological and visual quality of the environment as well as its productivity. 9.4 Scheduling and Expenses 9.4.1 The Remedial Measures Fund shall be expended by Hydro‑Qu?bec during the period of fifteen (15) years following the date of the decision by resolution of its Board of Directors to proceed with the construction of the Project. 9.4.2 The amounts to be expended and paid out by Hydro‑Qu?bec from the Remedial Measures Fund shall be determined annually or from time to time in advance by Nadoshtin Companee based upon detailed plans, programs and budgets. However, the intention of the Parties is that until Hydro‑Qu?bec has expended the amount of the fund, significant amounts shall be expended and paid out regularly commencing as of the date of the decision by resolution of the Board of Directors of Hydro‑Qu?bec to proceed with the construction of the Project. 9.4.3 Subject to 9.4.1, most of the Remedial Measures Fund may be paid out from the time of availability of the fund. 9.5 Fund Net of GST and QST The amount of the Remedial Measures Fund represents the total value of the environmental, mitigating and remedial studies, works, measures and programs which may be carried out through this Fund. No Goods and Services Tax (GST) and no Qu?bec Sales Tax (QST) applicable to the carrying out of said environmental, mitigating and remedial studies, works, measures and programs shall be deducted from the Fund. 9.6 Payment 9.6.1 Upon receipt of resolutions of Nadoshtin Companee approving detailed plans, programs and budgets for each year in respect to the Remedial Measures Fund, Hydro‑Qu?bec shall make available to the Nadoshtin Companee from the Remedial Measures Fund the amounts necessary to pay these plans and programs in accordance with the terms of the resolutions of the Nadoshtin Companee as and when such expenditures are incurred. The Nadoshtin Companee may adjust and modify its resolutions in these regards during the course of the financial year. 9.6.2 The procedure for the submission of proposals and the adoption of resolutions by Nadoshtin Companee shall be that set forth in Chapter 7 hereof. 9.7 Use of the Remedial Measures Fund The Remedial Measures Fund shall be used in accordance with 9.3.3 for the environmental, mitigating and remedial studies, works, measures and programs of the types set forth in Schedule 6 and the measures described in B.2 of Schedule 3 hereof. 9.8 Reporting by Hydro-Qu?bec 9.8.1 Hydro‑Qu?bec shall forward to the Cree Parties and to Nadoshtin Companee on or before the lst of October of each year audited statements of payments showing the expenditures from the Remedial Measures Fund. The reporting period shall be the same as that covered by the annual report of Nadoshtin Companee pursuant to 7.13.2 hereof. 9.8.2 Hydro‑Qu?bec shall provide to Nadoshtin Companee, prior to the lst of June of each year, a list of environmental, mitigating and remedial studies, works, measures and programs which it plans or recommends to carry out in the following calendar year, in order to avoid duplication and to maximize efficacy. 9.9 Penalty Should Hydro‑Qu?bec not expend and pay out the amounts due under this Chapter it shall pay to the Remedial Measures Fund a penalty of 2% of the amount of the due payment for every month or portion thereof the payment is outstanding. Chapter 10 -- ARCHAEOLOGY AND CULTURAL HERITAGE FUND 10.1 Purpose of the Archaeology and Cultural Heritage Fund The Parties acknowledge that it is to their advantage to reconcile their responsibilities, interests and concerns regarding archaeology, traditional Cree values and knowledge and identification and relocation upon request of native burial sites, in the context of this Agreement. In order to carry out studies, works and measures in this regard in the areas likely to be affected by the Project, the Parties hereby agree to establish an Archaeology and Cultural Heritage Fund. 10.2 Constitution There is hereby established an Archaeology and Cultural Heritage Fund. 10.3 Archaeology and Cultural Heritage Fund 10.3.1 The Archaeology and Cultural Heritage Fund shall consist of an amount of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) (in 2002 dollars) from the budget and funds of Hydro‑Qu?bec which shall be paid to Nadoshtin Companee by Hydro‑Qu?bec 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, for the purposes of carrying out the Archaeology and Cultural Heritage Program contemplated by Schedule 5 hereof. 10.4 Scheduling and Expenses 10.4.1 The Archaeology and Cultural Heritage Fund shall be expended by Nadoshtin Companee during the period of ten (10) years following the payment by Hydro-Qu?bec to Nadoshtin Companee pursuant 10.3.1 hereof. 10.4.2 The amounts to be expended from the Archaeology and Cultural Heritage Fund shall be determined from time to time in advance by Nadoshtin Companee based upon detailed plans, programs and budgets. 10.5 Use of the Archaeology and Cultural Heritage Fund The Archaeology and Cultural Heritage Fund shall be used to finance and carry out the Archaeology and Cultural Heritage Program to be coordinated and carried out by Nadoshtin Companee, including operating expenses and transportation costs. This Program is more fully described in Schedule 5 hereof. 10.6 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 Cultural Heritage 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. 10.7 Reporting by Hydro-Qu?bec Hydro‑Qu?bec shall provide to Nadoshtin Companee, prior to the lst 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. 10.8 Penalty Should Hydro‑Qu?bec 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 2% of the amount of the due payment for every month or portion thereof the payment is outstanding. Chapter 11 -- EENOU INDOHOUN FUND 11.1 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. 11.2 Establishment There is hereby established an Eenou Indohoun Fund. 11.3 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) which shall be paid to Nadoshtin Companee by Hydro-Qu?bec 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. 11.4 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. 11.5 Use of Fund The Eenou Indohoun Fund shall be used for the types of works, services, contributions, subsidies, grants, projects and programs described in Schedule 7 hereof. 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 Remedial Measures Fund and the Archaeology and Cultural Heritage Fund provided for under Chapters 9 and 10 hereof. 11.6 Audited Financial Statements Eeyou Companee shall forward to Nadoshtin Companee and Hydro-Qu?bec, 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. 11.7 Clarification Should Nadoshtin Companee have any questions in relation to any type of expenditure, it shall first seek clarifications from the manager of the concerned fund within sixty (60) days of receipt of such audited financial statement. 11.8 Penalty Should Hydro‑Qu?bec 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 2% of the amount of the due payment for every month or portion thereof the payment is outstanding. Chapter 12 -- TRAINING FUND 12.1 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. 12.2 Constitution There is hereby established a Training Fund. This Fund shall be managed and controlled by Nadoshtin Companee. 12.3 Funding The Training Fund shall consist of an amount of ONE MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (in 2002 dollars) paid by Hydro-Qu?bec to Nadoshtin Companee from the budgets and funds of Hydro-Qu?bec. This payment shall be made within thirty (30) days from the date of the decision, by resolution of Hydro-Qu?bec, of its Board of Directors to proceed with the construction of the Project. 12.4 Use of the Fund The Training Fund shall be used in accordance with the provisions of Chapter 13 hereof 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. 12.5 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 Remedial Measures Fund and spent in accordance with the provisions governing the latter fund. The Training Fund will have thus been terminated thereupon. 12.6 Penalty Should Hydro‑Qu?bec 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 2% of the amount of the due payment for every month or portion thereof the payment is outstanding. Chapter 13 -- CONTRACTS, EMPLOYMENT AND TRAINING 13.1 General Provisions 13.1.1 Preferential Provisions of JBNQA The preferential provisions of 8.14 of the JBNQA for employment and contracts for the Crees shall apply mutatis mutandis to the Project. It is acknowledged that the provisions of 13.2 to 13.5 herein contain mechanisms designed to implement propitiously such preferential provisions in respect to the Project. 13.1.2 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. 13.1.3 Facilitation of Cree Employment In order to facilitate the employment of Crees with respect to the Project, Hydro-Qu?bec shall encourage the Commission de la construction du Qu?bec (C.C.Q.) to: a) 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; b) 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 c) provide the Crees with all relevant materials, in English, to allow them to study for the various C.C.Q. exams. 13.2 Cree Counsellor 13.2.1 Hiring of Cree Counsellor For the duration of the construction phase of the Project and until the first anniversary of the commissioning of its last generating unit, a full-time position of Cree Counsellor is created. The selection process for such position shall begin as soon as the Board of Directors of Hydro‑Qu?bec will have decided by resolution to proceed with the construction of the Project. The Cree Counsellor shall thereafter be hired within forty-five (45) days from the date on which the Grand Council of the Cree (Eeyou Istchee)/Cree Regional Authority (hereinafter GCC(EI)/CRA) will advise Hydro‑Qu?bec of the name(s) of the proposed candidate(s) that could meet the Cree Counsellor job description requirements. In the event that there is more than one name proposed by the GCC(EI)/CRA, GCC(EI)/CRA and Hydro-Quebec will jointly select the candidate for the position of Cree Counsellor. 13.2.2 Status of Cree Counsellor The Cree Counsellor will work immediately under the Construction Site Manager and will provide the latter and the Administration Manager with advice on and support in their relations with the Crees and Cree enterprises, in order to assist in the effective implementation of this Chapter. The Cree Counsellor shall be an employee of a Cree entity determined by Nadoshtin Companee and his remuneration and expenses will be established according to the existing salary scale at Hydro‑Qu?bec and entirely financed out of an annual subsidy from Hydro‑Qu?bec to the Cree entity employing the Cree Counsellor. Hydro‑Qu?bec shall provide the Cree Counsellor with the necessary equipment and facilities according to his job category. 13.2.3 Job Description Without limiting the generality of the foregoing, the job description of the Cree Counsellor is attached as Schedule 8 hereof. 13.3 Negotiated Contracts 13.3.1 Undertakings and Objectives Hydro-Qu?bec shall offer and negotiate with the Cree and Cree Enterprises three hundred million dollars ($300,000,000) in contracts in relation to the Project in conformity with 13.3.3 to 13.3.9. Such contracts represent approximately 1315 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-Qu?bec 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 9, 10, 11, 12 and 14, and the provisions of 13.2 of this Agreement. 13.3.2 Contracts and Employment Review Committee The parties shall form a Contracts and Employment Review Committee which shall convene on a regular basis to ensure that the objectives of the parties with regards to contracts to be negotiated with the Crees and the employment of Crees through such contracts are met. This committee shall address and attempt to take appropriate and expeditious measures to deal with any problems, issues or disputes arising in connection with 13.3. 13.3.3 Identification of Negotiated Contracts during the Construction Phase The contracts listed in Schedule 9 hereof are set out by way of example only and their purpose is solely to indicate and describe the types of project contracts which are to be negotiated with Cree enterprises out of the tender process and awarded to them, provided that their terms and conditions are consistent with Hydro‑Qu?bec'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 9 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‑Qu?bec shall, if necessary, and consistent with such requirements, design contract packages suited especially for Cree enterprises. 13.3.4 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‑Qu?bec 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‑Qu?bec 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 9 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. 13.3.5 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‑Qu?bec with the name, business address, telephone and fax numbers, as well as information respecting 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. 13.3.6 Negotiation ?Period The Cree enterprises and Hydro-Qu?bec 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 the said parties fail to come to an agreement as provided above, Hydro‑Qu?bec shall put the said contract out for tender. In no event shall Hydro-Qu?bec 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-Qu?bec agree to contract conditions more favourable to the bidder than those offered the Cree enterprise. 13.3.7 Negotiating Parties The Cree enterprise may designate a third Cree party to negotiate the contract on its behalf. 13.3.8 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‑Qu?bec 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-?-vis Hydro‑Qu?bec or any third party. 13.3.9 Award of Tendered Contracts For those contracts to be awarded to contractors other than Cree enterprises, Hydro‑Qu?bec shall, through the Cree Counsellor, provide potential contractors with a list of Cree enterprises interested in subcontracts in connection with the Project. Hydro‑Qu?bec 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. 13.4 Employment 13.4.1 Identification of Employment Opportunities Hydro‑Qu?bec 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 10. Such list may be updated from time to time. 13.4.2 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‑Qu?bec 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: a) the Cree trappers whose traplines are directly affected by the Project and their families; b) Cree candidates from the Cree communities of Eastmain, Mistissini, Nemaska and Waskaganish; c) Cree candidates generally available and interested to work on jobs related to the construction of the Project. 13.4.3 Cree Employment with Other Contractors Any contractor, including a Cree enterprise, awarded a contract through the tender process will be informed by Hydro‑Qu?bec, through the Cree Counsellor, of the availability, ability, qualifications and willingness of Cree candidates for employment and Cree enterprises for the provision of services. 13.4.4 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. 13.5 Identification of Negotiated Contracts during the Operation Phase One year before the impoundment of the Eastmain 1 Reservoir, Hydro‑Qu?bec 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 powerhouse and related facilities. 13.6 Training Nadoshtin Companee shall pay through the Training Fund set forth in Chapter 12 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 13.4.2 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. 13.6.1 Formal Training Formal training shall apply to employment with Hydro‑Qu?bec, 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 12.4 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. 13.6.2 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‑Qu?bec 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: (a) forty percent (40%) of the gross hourly rate paid to them; or (b) 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-Qu?bec by the Nadoshtin Companee, on a case-by-case basis, taking into account the remaining balance in the Training Fund created pursuant to Chapter 12 hereof. 13.7 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‑Qu?bec shall provide it with technical information as might be required or useful. 13.8 Information and Orientation Program Hydro‑Qu?bec shall provide a program aimed at informing and orientating Cree students in the various fields of activities related to the Project. Representatives of Hydro‑Qu?bec 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 18.12 hereof may be organized. 13.9 Dispute The dispute resolution mechanism provided for in Chapter 17 shall not apply to 13.3 and, as well, 13.1.1, insofar as these provisions dealing with the award of contracts to Crees and Cree enterprises in connection with the Project. Chapter 14 -- WEH-SEES INDOHOUN CORPORATION 14.1 Introduction 14.1.1 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 over harvesting 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. 14.1.2 The Parties acknowledge that it is necessary to manage road accesses, fish and wildlife use and to promote Cree enterprises in the field of sport hunting and fishing. 14.1.3 Consequently, the Parties agree that it is necessary to establish a corporation to include the Cree Parties and Hydro‑Qu?bec for the purposes of 14.1.1 and 14.1.2 hereof and to facilitate the attainment of the objects and intent of this Agreement. 14.1.4 Such corporation shall be known as Weh‑Sees Indohoun Corporation in English as well as Soci?t? Weh‑Sees Indohoun in French. 14.2 Organization of Weh‑Sees Indohoun Corporation 14.2.1 Incorporation a) Weh‑Sees Indohoun Corporation shall be incorporated as a non-profit company under Part III of the Qu?bec Companies Act or under other applicable Qu?bec legislation; b) the Parties shall take the measures required to effect such incorporation within sixty (60) days from the date of the decision by resolution of the Board of Directors of Hydro‑Qu?bec to proceed with the construction of the Project; c) the application for incorporation and the by‑laws shall be such as to give effect to the objects and intent of this Agreement; d) unless otherwise decided by its Board of Directors and its members, the head office of Weh‑Sees Indohoun Corporation shall be located at the N?miscau Camp; e) the costs of incorporation shall be paid by Hydro‑Qu?bec. 14.2.2 Objects Weh‑Sees Indohoun Corporation shall have the following objects which shall be reflected in its letters patent: a) to promote the conservation of fish and wildlife and ecosystems in accordance with the definition of conservation in 24.1.5 of the JBNQA; b) to control access to fish and wildlife and manage the harvesting thereof in the Project area during the construction of the Project, in accordance with and as provided in Schedule 1; c) to provide opportunities to promote the development and diversification of the Cree economy; d) to take on the responsibilities vested in it as per the document entitled Wildlife Management in the Area of the Eastmain 1 Project - Strategy and Critical Path, attached hereto as Schedule 1; e) to act as a mandatary for Hydro-Qu?bec in the carrying out of the measures and programs including the Wildlife Management Plan, contemplated under Schedule 1 hereof. 14.2.3 Board of Directors The Board of Directors of Weh‑Sees Indohoun Corporation shall consist of nine (9) members entitled to vote according to the rules set out hereafter. The Cree Nations of Eastmain, Mistissini, Nemaska and Waskaganish shall each appoint one (1) member. A fifth member shall be appointed jointly by the GCCQ and the Cree Nations of Eastmain, Mistissini, Nemaska and Waskaganish. Hydro‑Qu?bec shall appoint four (4) members. The Cree Parties and Hydro‑Qu?bec may replace their respective appointees from time to time, at their discretion. 14.3 Operation of the Board of Directors 14.3.1 Quorum The presence of five (5) members shall be required to hold a meeting of the Board of Directors. This quorum must include at all times at least three (3) members appointed by the Cree Parties and two (2) members appointed by Hydro‑Qu?bec. 14.3.2 Adoption of Resolutions To be valid, any resolution by the Board of Directors must have the assent of the majority of the members voting on such resolution. 14.4 Remuneration and Expenses of Members The remuneration and expenses related to participation as members of the Board of Directors of Weh‑Sees Indohoun Corporation and as members of the Ad Hoc Committee contemplated by Schedule 1 hereof shall be borne by the party appointing such members. 14.5 Participation of Hydro-Qu?bec 14.5.1 Secretariat Hydro‑Qu?bec shall put corporate and other secretariat services at the disposal of Weh‑Sees Indohoun Corporation and pay for such services. 14.5.2 Information Centre An information centre shall be established at the N?miscau Camp at the expense of Hydro‑Qu?bec. This information centre shall provide information about: a) the wildlife management plan contemplated by Schedule 1 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 person‑days of harvesting, amongst others; b) services offered by the Crees, notably outfitters and guides. c) Cree traditions, culture and values. The information to be communicated from or through the information centre shall be agreed upon by Weh-Sees Indohoun Corporation and Hydro-Qu?bec. 14.5.3 Information Office An information office shall be established at the construction site of the Project at the expense of Hydro-Qu?bec for as long as the construction site is in use. 14.5.4 Technical Assistance Hydro‑Qu?bec shall make available to Weh‑Sees Indohoun, at its request and free of charge, scientific, technical and administrative information of Hydro-Qu?bec which is necessary to accomplish its objects or necessary to the implementation of this Agreement. Hydro‑Qu?bec undertakes, if the information is unavailable, to study the biophysical aquatic system that will be identified in the Wildlife Management Plan and to provide Weh‑Sees Indohoun Corporation with the necessary means to monitor the harvest. 14.5.5 Expenditures Upon receipt of a resolution of Weh‑Sees Indohoun Corporation approving such expenditures, Hydro-Qu?bec shall make available to the Weh‑Sees Indohoun Corporation, subject to 14.5.6, the amounts necessary to pay for these expenditures in accordance with the terms of the resolution of the Weh‑Sees Indohoun Corporation as and when expenditures are incurred. Such expenditures incurred from time to time are the following: a) 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; b) hunting and fishing equipment and the maintenance thereof; c) 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‑Qu?bec as a subsidy to a Cree entity to be designated by the Cree Parties. Such Cree entity shall be the employer of such Crees. 14.5.6 Payments Upon receipt of a resolution of Weh‑Sees Indohoun Corporation approving the expenditures contemplated in subsection 14.5.5 hereof, Hydro‑Qu?bec shall make available to the Weh-Sees Indohoun Corporation the amounts necessary to pay for the said expenditures in accordance with the terms of the resolution of Weh‑Sees 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 Project 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 until the entire amount has been disbursed by Hydro-Qu?bec. 14.5.7 Review of the Participation Subject to the provisions of chapter 11 of the Boumhounan Agreement, the participation of Hydro‑Qu?bec contemplated by this Chapter and by Schedule 1 hereof may be reviewed immediately after the first anniversary of the commissioning of the last generating unit of the Project. At that time, the Board of Directors 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‑Qu?bec withdraws its participation in Weh‑Sees Indohoun Corporation, the equipment and, with Hydro‑Qu?bec'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. 14.6 Participation of the Crees The Cree Parties, through Nadoshtin Companee, undertake to identify for Weh-Sees Indohoun Corporation Crees or Cree enterprises providing services such as guides, outfitting operations, and similar services related to hunting, fishing and tourism. 14.7 Application of Section 24 of the JBNQA For greater certainty, this Chapter is subject to the application of Section 24 of the JBNQA. Chapter 15 -- CREE HARVESTING CLAIMS 15.1 Acknowledgement The Parties acknowledge that the activities of Hydro‑Qu?bec, its contractors, agents or employees (collectively "Hydro‑Qu?bec") 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 establish and apply the following measures: 15.2 Establishment of Procedure for Assessment and Settling of Cree Harvesting Claims In view of the foregoing, the following procedure is established for the assessment and settlement of the claims of Crees ("claimants") relating to their harvesting activities for damages caused by the activities of Hydro‑Qu?bec in relation to the construction or operation of the Project. 15.3 Submission of Claims Claims for damages will be submitted by the claimant to Hydro‑Qu?bec through Nadoshtin Companee as soon as possible after being discovered so that the necessary inquiry may be carried out within a reasonable time after the event which caused the said damages. 15.4 Stipulations Claims shall stipulate: a) the claimant's name; b) the claimant's trapline number; c) the date on which the damage was discovered; d) the relation between the damage and the activities of Hydro‑Qu?bec; e) the description and amount claimed for each item; f) the approximate date and cost of purchase and an evaluation of the replacement cost of each item; g) a solemn declaration by the claimant that the items for which the claim is made and the amount claimed therefore represent the loss that he has suffered; h) a statement obtained either from the claimant Nation's Chief, a Councillor designated by the Council of the said Nation, the Secretary of the said Nation or the Cree Counsellor that he has taken cognizance of the claim and that, after having discussed it with the claimant, he considers it reasonable. 15.5 Camps 15.5.1 When construction work or flooding requires that a camp or installations (collectively the "Camp") used by a Cree for harvesting activities be relocated or abandoned: a) notice shall be given either by the Cree so affected to Hydro‑Qu?bec and Nadoshtin Companee, or by Hydro‑Qu?bec to the said Cree and Nadoshtin Companee, as soon as the need for relocating has been established, but when possible within a twelve (12) month period prior to the Camp being disturbed; b) the claimant shall submit a written claim to Hydro‑Qu?bec through Nadoshtin Companee for the value of the Camp, or the cost of moving it, as he wishes; c) unless otherwise agreed to, a visit of the Camp site shall be made by a representative of Hydro‑Qu?bec accompanied by the claimant and another person designated by the claimant, at the expense of Hydro‑Qu?bec, except for the remuneration of the claimant and the person accompanying him. 15.5.2 A Cree who, after the execution of this Agreement, wishes to establish or relocate a Camp in the vicinity of the Project, may indicate in writing to Hydro‑Qu?bec through Nadoshtin Companee where he intends to do so. In such a case, Hydro‑Qu?bec shall, within three (3) weeks of the receipt of the written notice, inform the concerned Cree and Nadoshtin Companee if there will be interference or not with temporary or permanent construction work at the chosen site. A Camp established or relocated in the vicinity of the Project after the execution of this Agreement will not be considered for relocation or, if abandoned, for compensation unless the concerned Cree has been so informed in writing by Hydro‑Qu?bec that there will be no such interference at the chosen site. 15.6 Processing of Claim Hydro‑Qu?bec undertakes to inform Nadoshtin Companee and the claimant whether it considers his claim valid and to provide the details of the settlement offer, if any, or of the reasons why no offer is being made, the whole within forty-five (45) days of the receipt of the claim. If Hydro‑Qu?bec does not offer a settlement due to a lack of information about the claim, the claimant shall be allowed to submit additional information and to have his claim reconsidered by Hydro‑Qu?bec. 15.7 Release If the claim is settled, the claimant shall in consideration of the settlement sign a full and final release upon receipt of payment or relocation of his Camp, as the case may be. 15.8 Dispute If the claim is not settled, the claimant may refer the matter to the dispute resolution mechanism as provided in chapter 17 hereof. Chapter 16 -- RIGHT OF FIRST REFUSAL ON HYDRO-QU?BEC SURPLUS 16.1 Right of First Refusal Subject to the following terms and conditions, Hydro‑Qu?bec shall offer the Crees, through the Cree Counsellor, the possibility to purchase for their fair market value the modules, equipment and materials used by Hydro‑Qu?bec for the purpose of the construction of the Project which it declares as being surplus assets. 16.2 Priority Procedure Nadoshtin Companee shall determine a procedure so as to establish an order of priority giving precedence to Cree trappers affected by the Project and to ensure that the interested Crees and Cree entities are informed of Hydro‑Qu?bec's offer upon its receipt by the Cree Counsellor, who shall apply such procedure. 16.3 Notice In order to give effect to the foregoing, Hydro‑Qu?bec undertakes to give to the Crees, through the Cree Counsellor, a written notice which shall include the following information: 16.3.1 the purchase price of such modules, equipment and materials; 16.3.2 their fair market value; 16.3.3 the date as of which they will become available to the Crees; 16.3.4 the period of time within which the Crees must take them over if they accept Hydro‑Qu?bec?s offer. 16.4 Delay for Agreement The Crees shall have sixty (60) days from the date of receipt of the notice given under 16.3 hereof to come to an agreement with Hydro‑Qu?bec. 16.5 Obligation to Take Over If the Crees accept Hydro‑Qu?bec?s offer to purchase the modules, equipment and materials but fail to take them over within the period of time foreseen in 16.3.4 hereof, Hydro‑Qu?bec shall dispose of them in the usual manner without further obligation. 16.6 Interpretation Nothing in this Chapter may be interpreted as preventing the Crees from bidding to purchase the surplus modules, equipment and materials contemplated by 16.1 hereof in the event that Hydro‑Qu?bec disposes of them through a public call for tenders. Chapter 17 -- WABANU DOW COMMITTEE 17.1 Constitution The parties hereby constitute a Cree-Hydro-Qu?bec Committee (hereinafter the ?Wabanu Dow Committee?) consisting of an equal number of representatives designated by each of the GCC(EI)/CRA on the one hand and Hydro-Qu?bec/SEBJ on the other hand. 17.2 Members a) The Committee shall comprise the representatives deemed useful by Hydro-Qu?bec /SEBJ in order to adequately carry out the mandate of the Committee. However, the President of Hydro-Qu?bec Production shall be one of the Hydro-Qu?bec/SEBJ representatives. b) The Committee shall also comprise the Chief Representative of the Crees for Hydro-Qu?bec/SEBJdesignated by the GCC(EI)/CRA, as well as any other person deemed useful by the GCC(EI)/CRA in order to adequately carry out the mandate of the Committee. c) Normally, the GCC(EI)/CRA and Hydro-Qu?bec/SEBJ shall each have two (2) representatives on the Committee unless the representatives of the parties on this Committee agree otherwise. d) The members of the Committee shall not be directors or members of any of the legal entities, work groups or other committees constituted under the other Chapters of this Agreement or under the Boumhounan Agreement. The GCC(EI)/CRA and Hydro-Qu?bec/SEBJ may replace their respective appointees from time to time, at their discretion, in which case notice shall be given to the other designating Party and to their members on the committee as soon as possible before the next meeting. 17.3 Costs The GCC(EI)/CRA and Hydro-Qu?bec/SEBJ will each assume the fees and expenses related to the participation of the members they appoint on the Committee. 17.4 Quorum The presence of two members shall be required to hold a meeting of the Wabanu Dow Committee. This quorum must at all times include one (1) member appointed by each of the GCC(EI)/CRA and Hydro-Qu?bec/SEBJ. 17.5 Frequency of Meetings The Wabanu Dow Committee shall meet as often as needed, but at least once (1) a year. 17.6 Secretariat Hydro‑Qu?bec shall put secretariat services at the disposal of the Wabanu Dow Committee and pay for such services. The minutes of the meetings of this Committee shall be drafted in French and English except when otherwise authorized by its members. 17.7 Mandate The Committee will have the following principal mandate and functions: a) to ensure the effective implementation of this Agreement, to monitor and review such implementation and to take appropriate actions if required; b) to ensure a continuing forum for dealing with disputes that may arise from time to time in connection with the interpretation and implementation of this Agreement; c) to act as a preferential forum between the parties in order to find mutually acceptable solutions to any dispute arising out of the interpretation or implementation of the Agreement when the mechanisms provided therein cannot resolve the dispute to the satisfaction of the parties; d) to address any other issue which is referred to the Committee by the representatives of the parties on the Committee. 17.8 Objective The Parties shall use their best efforts to amicably resolve any dispute which may arise between them in connection with this Agreement. In the event of failure to resolve directly any dispute arising out of or in connection with the interpretation and implementation of this Agreement, the Parties agree to use the present dispute resolution procedure prior to either party pursuing other available remedies. 17.9 Dispute Resolution Procedure 17.9.1 a) The aggrieved party shall notify the other Parties in writing of the existence of such a dispute, and the dispute shall be submitted forthwith to the Wabanu Dow Committee for determination; b) the Wabanu Dow Committee shall resolve the dispute within forty‑five (45) days of receipt of the notice described under a) or within such additional delay as may be determined by mutual agreement; c) failing resolution by the Wabanu Dow Committee within the above delays, the dispute shall be referred to an independent and impartial third party for mediation; d) the mediator shall be chosen jointly by the parties, and failing agreement, by a judge of the Superior Court; e) the mediation process and all proceedings in connection therewith shall be and will remain confidential; f) the mediator shall have thirty (30) days, or such additional delay as may be determined by mutual agreement, to table to the Wabanu Dow Committee its recommendations. 17.9.2 At any time during the course of the mediation process, the parties may refer the dispute to arbitration. In such case the mediator may be appointed as an arbitrator. The Parties may subject such arbitration to the provisions of the Civil Code of Qu?bec and the Code of Civil Procedure of Qu?bec and the arbitrator may also be granted the powers, authority and jurisdiction of an amiable compositeur. 17.10 Acceptance of the Recommendations If the Wabanu Dow Committee accepts the mediator?s recommendations pursuant to 17.9.1, the parties shall be bound by the recommendations and the dispute will then be settled from the date of the decision of the Committee. 17.11 Failure to Resolve the Dispute If the Wabanu Dow Committee fails to resolve the dispute to the satisfaction of the Parties within the period of thirty (30) days after the tabling of the mediator?s recommendations or within such additional delay as may have been determined by mutual agreement, either party may initiate litigation upon ten (10) days' written notice to the other Parties. 17.12 Prescription The parties agree that prescription of any right, claim or matter which is the subject of the dispute shall be interrupted and be renounced from the date of the notice given under 17.9.1 a) hereof until the Wabanu Dow Committee declares the mediation process to be at an end or until ten (10) days after the delay provided for in 17.11 hereof, whichever is the later. 17.13 Dispute Resolution Process The dispute resolution process shall be without prejudice to the rights of the parties in the event of the failure to resolve a dispute submitted to the dispute resolution process of this Chapter. Moreover, no document, position, oral or written communication, argument or other fact submitted to the Wabanu Dow Committee may be invoked by any of the parties to this Agreement in any subsequent legal proceeding. Chapter 18 -- GENERAL PROVISIONS 18.1 Preamble and Schedules The preamble and Schedules 1 to 11 inclusive shall form part of this Agreement. 18.2 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 the 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. 18.3 Rights to Programs and Services Nothing contained in this Agreement is intended by the Parties to affect any right or entitlement of the James Bay Crees to provincial and federal programs, services and funding, or to privileges and benefits relating thereto. 18.4 JBNQA to Prevail Unless the contrary is expressly provided, the benefits provided for the James Bay Crees and the Cree Parties in this Agreement are intended by the Parties to be in addition to Cree rights, privileges and benefits under the JBNQA and shall be so interpreted in the event of any incompatibility between the provisions of this Agreement and the JBNQA. 18.5 Languages of Agreement The French and English versions of this Agreement are equally authoritative. 18.6 Translation into Cree Hydro‑Qu?bec shall pay jointly to the order of the Cree Parties a one-time contribution of TEN THOUSAND DOLLARS ($10,000) for the translation, the summarizing and the printing of this Agreement into the Cree language in at least one hundred and fifty (150) copies. This payment shall be made upon reception of a copy of the translated documents. 18.7 GCC(EI) Within thirty (30) days of the execution of this Agreement, Hydro-Qu?bec 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, and in respect to communications with and information to the Cree communities concerning the Project and proposed related agreements. 18.8 New Permanent Village Hydro‑Qu?bec undertakes that no permanent non native village, community or town shall be built in connection with the construction of the Project. Except those facilities required for services and security, Hydro‑Qu?bec has no intention to build any new village, community or town in connection with the operation of the Project. Any decision to the contrary shall be subject to all applicable legislation and the provisions of the JBNQA. 18.9 Environmental Expert Committee of the Soci?t? d'?nergie de la Baie James For greater certainty, the Parties acknowledge that they shall not have recourse to the Environmental Expert Committee of the Soci?t? d'?nergie de la Baie James contemplated by Section 8 of the JBNQA in connection with the Project. 18.10 Nature of Obligations All obligations of Hydro‑Qu?bec or SEBJ stipulated in this Agreement in favour of the Cree Parties shall be joint and several obligations. 18.11 South-North Road Subject to 6.2.2 hereof, Hydro‑Qu?bec shall build a south-north access road to the Project subject to governmental authorizations. In particular, a public servitude shall be established under 5.2.4 of the JBNQA and the Hydro‑Qu?bec Act, R.S.Q., c. H-5, for the section of the road which will cross Category II lands of Nemaska. During the construction of the Project, for security purposes, the use of the road and access to construction work sites shall be restricted to authorized persons only, including the employees of Hydro‑Qu?bec and their mandataries as well as the Crees and their guests. Hydro‑Qu?bec undertakes to install a control gate on the future south-north road in the vicinity of its point of origin near the N?miscau substation. 18.12 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‑Qu?bec shall cover the expenses related to such visits from the gate of the construction site and for the duration of the visit. 18.13 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. Chapter 19 -- COMING INTO FORCE OF THE AGREEMENT AND AMENDMENT CLAUSE 19.1 Coming into Force of the Agreement This Agreement shall come into force on the date of its execution by all the Parties hereto. 19.2 Amendment This Agreement may be amended in writing with the consent of all the Parties hereto. SIGNATORIES EN FOI DE QUOI, les parties aux pr?sentes ont sign? la pr?sente convention ? la date et ? l?endroit ci-apr?s indiqu?s. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and at the place herein below indicated. Sign?e ? Waskaganish. (Qu?bec), ce 7i?me jour de f?vrier 2002. Signed at Waskaganish (Qu?bec), this 7th day of February 2002. LE GRAND CONSEIL DES CRIS (EEYOU ISTCHEE) The GRAND COUNCIL OF THE CREES (EEYOU ISTCHEE) __________________________________ par / by: Dr. Ted Moses, Grand Chef / Grand Chief L?ADMINISTRATION R?GIONALE CRIE The CREE REGIONAL AUTHORITY __________________________________ par / by: Dr. Ted Moses, Pr?sident / Chairman The EASTMAIN BAND __________________________________ par / by: Chef / Chief Edward Gilpin The CREE NATION OF MISTISSINI __________________________________ par / by: Chef / Chief John Longchap The NEMASKA BAND __________________________________ par / by: Chef / Chief George Wapachee The WASKAGANISH BAND __________________________________ par / by: Chef / Chief Robert Weistche HYDRO-QU?BEC __________________________________ par / by: Mr. Andr? Caill?, Pr?sident-directeur g?n?ral / President and Chief Executive Officer La SOCI?T? D??NERGIE DE LA BAIE JAMES __________________________________ par / by: Mr. Elie Saheb, Pr?sident / President President and Chief Executive Officer Schedule 1 -- WILDLIFE MANAGEMENT IN THE AREA OF THE 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 Nadoshtin Agreement. The committee shall comprise four (4) representatives from the Cree Parties, two (2) representatives from Hydro-Qu?bec and two (2) representatives from the Soci?t? de la faune et des parcs du Qu?bec (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: a) 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; b) 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; c) a Wildlife Management Plan including a protection plan in conformity with the provisions of the James Bay and Northern Qu?bec Agreement (hereafter the "JBNQA") and of An Act respecting Hunting and Fishing Rights in the James Bay and New Qu?bec Territories, R.S.Q. Chapter D-13.1. (hereafter the "Act"); d) the regulation and the human, financial and material resources needed in order to implement the Wildlife Management Plan; e) 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: a) the conservation of wildlife and eco-systems as defined in the JBNQA; b) control of access to wildlife and of harvesting; c) the provision of services by Crees; d) Cree economic development; e) Cree and Hydro-Qu?bec participation; f) enforcement. iv) Approval of Proposal The Proposal defined by the ad hoc committee must be approved in writing by the Cree Parties, Hydro-Qu?bec 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 Qu?bec 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 Qu?bec Government to adopt Regulations, pursuant to sections 39 and 94 of the Act, substantially in the form of the approved Proposal. D. Responsibilities of Weh-Sees Indohoun Corporation Upon the Enactment of the Regulations Weh-Sees Indohoun Corporation shall: 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; ii) update annually the Wildlife Management Plan and forward such information to FAPAQ; iii) 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; iv) publicize the existence of the Wildlife Management Plan and of the Regulations contemplated in section C above, particularly with the users; v) select cree candidates to fill up the position of wildlife protection assistants or area wardens ; vi) 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 wildlife protection assistants or area wardens; vii) 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: i) participate in the selection Cree candidates to fill up the position of wildlife protection assistants or area wardens; ii) work in cooperation with Weh-Sees Indohoun Corporation; iii) update the wildlife profile from time to time; iv) provide at Hydro-Qu?bec?s expenses technical, professional and management assistance in connection with Wildlife Management Plan including the protection plan; v) 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; vi) inform the general public through official publications of the existence of the Regulations contemplated by section C above and of such other relevant information; vii) provide, at the expense of Hydro-Qu?bec, 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; viii) file denunciations when appropriate against offenders to the Laws and Regulations. F. Institutional Agreement between FAPAQ and Hydro-Qu?bec The undertakings of FAPAQ and Hydro-Qu?bec in the planning and the implementation of the Wildlife Management Plan are set out in the Institutional Agreement between FAPAQ and Hydro-Qu?bec and SEBJ, attached as Appendix I of Schedule 1 hereof. APPENDIX I INSTITUTIONAL AGREEMENT BY AND BETWEEN : The Soci?t? de la faune et des parcs du Qu?bec, a public corporation duly constituted under the Act respecting the Soci?t? de la faune et des parcs du Qu?bec, (L.R.Q., c.S‑11.012 A) having its head office in Qu?bec City, Qu?bec, herein acting and represented by its _____________ Mr.___________, duly authorized to execute this Agreement by virtue of the R?glement sur la d?l?gation de signature, de pouvoirs et de fonctions de la Soci?t? de la faune et des parcs du Qu?bec adopted the twenty-eighth of March, two thousand and one (28th March, 2001) by the Board of Directors of the Soci?t? and modified by the R?glement modifiant le R?glement sur la d?l?gation de signature, de pouvoirs et de fonctions adopted the thirty-first May, two thousand and one (31th May, 2001) by the Board of Directors of the Soci?t?, which is still in force for not having been either amended nor abrogated, hereinafter referred to as "FAPAQ"; party of the first part; AND HYDRO-QU?BEC, a public corporation duly constituted as such under the Hydro-Qu?bec Act (R.S.Q., c. H-5), herein acting and represented by its ____________ Mr. _________, duly authorized to execute this Agreement, AND La SOCI?T? D'?NERGIE DE LA BAIE JAMES, a corporation duly constituted under section 39.1 of the Hydro-Qu?bec Act (R.S.Q., c. H-5) with its head office in Montr?al, Qu?bec herein acting and represented by its _________ Mr. __________ duly authorized to execute this Agreement, hereinafter collectively referred to as "Hydro-Qu?bec"; party of the second part; PREAMBLE WHEREAS the Eastmain 1 Hydroelectric Project has given rise to the Nadoshtin Agreement between the Crees and Hydro Qu?bec which contains provisions pertaining to the creation of an area necessitating a Wildlife Management Pan; WHEREAS the involvement of FAPAQ with respect to the planning and the implementation of a Wildlife Management Plan within this foreseen area is set out in schedule 1 of the Nadoshtin Agreement; WHEREAS Hydro-Qu?bec agrees to finance the expenditures of FAPAQ in the carrying out of its responsibilities under Schedule 1 of the Nadoshtin Agreement; THE PARTIES HEREBY AGREE TO THE FOLLOWING: 1 Definitions For the purposes of this Agreement, and unless otherwise expressly provided for or indicated by the context, the following words and phrases mean: 1.1 ?Ad Hoc Committee?: the Committee contemplated in Schedule 1, Section B, of the Nadoshtin Agreement, comprising representatives from the Cree Parties, Hydro-Qu?bec and FAPAQ mandated to establish the strategy and critical path of the Wildlife management in the area of the Project. 1.4 ?Project? : The Eastmain 1 hydroelectric Power plant mentioned in paragraph 8.1.2 of the JBNQA and appurtenant works detailed and referred to in 6.1.1 of the Nadoshtin Agreement. 1.6 ?Nadoshtin Agreement?: the Agreement executed on February 7th, 2002 by and between the Grand Council of the Crees (Eeyou Istchee), the Cree Regional Authority, the Eastmain Band, the Cree Nation of Mistissini, the Nemaska Band, the Waskaganish Band and Hydro‑Qu?bec and the Soci?t? d'?nergie de la Baie James concerning the establishing of the Project. 1.7 ?Wildlife protection assistants? or ?area wardens?: temporary employees for the purposes outlined in Schedule 1, Nadoshtin Agreement, hired otherwise than by the FAPAQ. 1.8 ?Schedule 1, Nadoshtin Agreement?: Entitled, ?Wildlife Management in the area of the Project: Strategy and Critical path?. This Schedule speaks notably, to the constitution and/or the responsibilities of the Ad hoc committee, the Weh-Sees Indohoun Corporation and FAPAQ with respect to Wildlife management in the area. 1.9 ?Outfitting operation?: As referred to in section 3.2.3 of this Agreement and being defined in sections 24.1.18 and 24.1.19, chapter 24 of the James Bay and Northern Qu?bec Agreement. 1.10 ?Weh-Sees Indohoun Corporation?: the non-profit corporate vehicle defined in Chapter 14 of the Nadoshtin Agreement, which is to collaborate with FAPAQ in the execution of the Wildlife Mnagement Plan to the extent contemplated by Schedule 1, section E of the Nadoshtin Agreement. 1.11 ?Wildlife Management Plan?: the Plan referred to in Schedule 1 of the Nadoshtin Agreement to be conceived by the Ad hoc committee which provides for both wildlife conservation and exploitation and the enforcement of regulations pertaining to wildlife management. 2 Area contemplated for Wildlife Management 2.1 The Parties acknowledge that the boundaries of the area contemplated for Wildlife Management will be determined by the Ad Hoc Committee. However, in order to establish the initial financial support required by FAPAQ for the carrying out of its responsibilities under the Nadoshtin Agreement, the Parties agree that the area is estimated at 625 square kilometers. 3 Undertakings of FAPAQ with respect to the Project 3.1 Undertakings of FAPAQ in connection with the enforcement of the protection plan. 3.1.1 Through its office located at 951 Hamel street in Chibougamau, FAPAQ shall supply the Wildlife Protection Officer(s) (hereafter the "WPO") necessary for the carrying out of its responsibilities under Schedule 1 of the Nadoshtin Agreement, for the duration of this Agreement. 3.1.2 FAPAQ shall supply, for the first year of the Project, one (1) WPO and for the subsequent years of this Agreement, subject to section 5 hereof, one (1) additional WPO and any seasonal WPOs deemed necessary. 3.1.3 In addition to their statutory duties and responsibilities, the WPO shall: - supervise the work of the wildlife protection assistants or area wardens; - in concert with Weh-Sees Indohoun Corporation, develop plans and educational tools for the users of the area; - in concert with Weh-Sees Indohoun Corporation, implement the protection plan approved in the Wildlife Management Plan; - meet with the users of the area, including but not limited to construction workers involved in the Project; - undertake mandates mutually agreed to by the Parties in connection with the carrying out of FAPAQ responsibilities under Schedule 1 of the Nadoshtin Agreement. 3.2 Undertakings of FAPAQ in connection with wildlife management 3.2.1 Through its office located at 951 Hamel street in Chibougamau, FAPAQ shall supply the personnel biologist and technician to carry out its responsibilities under Schedule 1 of the Nadoshtin Agreement, for the duration of this Agreement. 3.2.2 FAPAQ shall supply the equivalent of one (1) biologist-year (i.e. one (1) part time biologist responsible for the aquatic fauna; one (1) part time biologist responsible for the terrestrial fauna; and one (1) part-time biologist responsible for outfitting operations) and one (1) part time technician. 3.2.3 The duties of the personnel technician and biologist shall, notably, be the following: - compile and analyze annually data on the wildlife species as well as any other useful information provided by Weh-Sees Indohoun Corporation and make recommendations to the Weh-Sees Indohoun Corporation thereon; - update the wildlife profile from time to time; - provide technical support to the representatives of FAPAQ on the Ad Hoc Committee; - work in cooperation with Weh-Sees Indohoun Corporation in the implementation of the Wildlife Management Plan; - prepare the necessary documentation in connection with outfitting operations and follow up thereof; - undertake mandates mutually agreed to by the Parties in connection with the carrying out of FAPAQ responsibilities under Schedule 1 of the Nadoshtin Agreement. 3.3 FAPAQ undertakes to keep a separate set of books on all accounts related to the services provided to Hydro-Qu?bec in respect to this Agreement and provide a financial statement for the purposes of the review contemplated in Section 5 herein. 4 Undertakings of Hydro-Qu?bec 4.1 Hydro-Qu?bec shall, in conformity with the present section and section 5 herein, finance, on an annual basis, the costs and expenses of FAPAQ in the carrying out of its responsibilities under Schedule 1 of the Nadoshtin Agreement. 4.2 In the event that the present Agreement comes into force prior to the first working day in April, a proportionate first payment shall be made within thirty (30) days following the execution of thie Agreement to cover the annual salaries of the manpower supplied by FAPAQ pursuant to sections 3.1 and 3.2 hereof, plus the proportional amount for the annual general expenses of the period of time in-between the execution of this Agreement and the following first working day in April. Financial provision shall also be made in the initial payment made by Hydro-Qu?bec for the official vehicle referred to in subsection 4.3.4. 4.3 The Parties agree on the following costs and expenses for the first annual payment: 4.3.1 annual salary of a WPO including premium and overtime $60,000 4.3.2 annual salary of one (1) biologist-year including premium and overtime $64,000 4.3.3 annual salary of a part time technician including premium and overtime $25,500 4.3.4 purchase cost of an official vehicle "Charmose" for the WPOs $60,000 4.3.5 annual general expenses amount for regulation enforcement $25,000 4.3.6 annual general expenses amount for wildlife management $24,000 4.4 In accordance with section 5 hereof, Hydro-Qu?bec shall pay to FAPAQ on the first working day of April of each year and for the duration of this Agreement, an annual payment corresponding to the annual salaries for the manpower supplied by FAPAQ pursuant to section 3.1 and 3.2 hereof plus the amount for the annual general expenses, both of which are defined in subsection 4.3 hereof, if need be. 4.5 Hydro-Qu?bec shall additionally provide to the manpower supplied by FAPAQ pursuant to 3.1 and 3.2 hereof, free of charge and for the duration of the agreement, the following elements: 4.5.1 room and board at the Easmain 1 workcamp or the Nemiscau workcamp (for both Wildlife Protection and Wildlife Management); 4.5.2 one (1) office to accommodate two (2) people at the Eastmain 1 work-camp, fully equipped, including secretarial services and computers (for both Wildlife Protection and Wildlife Management); 4.5.3 one (1) office to accommodate two (2) people at the Nemiscau work-camp, fully equipped, including secretarial services and computer (for both Wildlife Protection and Wildlife Management); 4.5.4 two (2) all-terrain vehicles and their maintenance (for Wildlife Protection); 4 5.5 two (2) snowmobiles and their maintenance (for Wildlife Protection); 4.5.6 two (2) additional non official vehicles and their maintenance (for both Wildlife Protection and Wildlife Management); 4.5.7 two (2) boats and two (2) outboard motors and their maintenance (for both Wildlife Protection and Wildlife Management); 4.5.8 the maintenance of the official vehicle contemplated in subsection 4.3.4 hereof; 4.5.9 up to eighty five hours of helicopter flight annually, divided into sixty (60) hours for the purposes of Wildlife Protection and twenty-five (25) for those of Wildlife Management. 4.6 The Parties agree that the elements listed above are to be used for the purpose of the implementation of the Wildlife Management Plan contemplated in Schedule 1 of the Nadoshtin Agreement and shall, as much as possible, not be used or left outside of the Area contemplated for Wildlife Management. 5 Review of the Costs and Expenses and of the Elements supplied by Hydro-Qu?bec 5.1 On or before February 1st of each year for the duration of this Agreement, the representatives of the Parties appointed pursuant to subsection 6.1 hereof, shall meet and review the actual costs and expenses contemplated in section 4 hereof incurred by FAPAQ for the preceding year, as well as the quantity and the quality of the elements provided by Hydro-Qu?bec pursuant to subsection 4.5 hereof and agree on the amount of the annual payment referred to in subsection 4.4 of the present Agreement, that Hydro‑Qu?bec shall pay to FAPAQ for the coming year. 5.2 In reviewing the amounts and elements provided for in subsections 4.3 and 4.5 hereof, the representatives of the Parties shall take into account, notably, the following: 5.2.1 the requirements of FAPAQ to carry out its responsibilities under Schedule 1 of the Nadoshtin Agreement; 5.2.2 the number of construction workers and users of the area contemplated for Wildlife Management; 5.2.3 the salary increases of the manpower supplied by FAPAQ; 5.2.4 the hiring of seasonal WPOs; 5.2.5 the surface area of the foreseen area as approved by the Qu?bec Government in the Regulations contemplated in Schedule 1 of the Nadoshtin Agreement. 6 Cooperation with Weh-Sees Indohoun Corporation 6.1 FAPAQ appoints its Director of Wildlife Protection David Erdely and its Director of Wildlife Management Denis Vandal to work in collaboration with Weh-Sees Indohoun Corporation in the implementation of the Wildlife Management Plan. 7 Implementation of this Agreement 7.1 FAPAQ appoints____________ and_______________ for the implementation of this Agreement. Hydro-Qu?bec appoints ____________ and ________ for the implementation of this Agreement. 8 Amendment 8.1 This Agreement may only be amended with the written consent of all the Parties. 9 Successors 9.1 This Agreement is binding on the Parties and their successors. 10 Preamble 10.1 The preamble to this Agreement forms an integral part hereof. 11. Coming into Force and Termination of this Agreement 11.1 This Agreement shall come into force on the date of its execution by all Parties. It shall be terminated on the first anniversary of the commissioning of the last generating group of the Project. Schedule 2 -- WORK GROUP ON THE USE OF THE FISHERIES RESOURCES IN THE EASTMAIN 1 RESERVOIR A. Introduction The Parties acknowledge that Hydro-Qu?bec's traditional Environmental Monitoring Program (R?seau de suivi environnemental, hereinafter referred to as "RSE") does not focus on the fine characterization of fish community structure and estimation of harvestable fish biomass in reservoirs. Consequently, methods used through the RSE to monitor fish will have to be modified in regard to the Project. Thus, the Parties agree to conduct a joint Study on the Use of Fisheries Resources in the Eastmain 1 Reservoir designed to: - identify strategies for the use of the fisheries resources; - elaborate a research and monitoring program on the development of strategies selected by the Crees. Subject to Hydro-Qu?bec's approved budgets, the Study on the Use of Fisheries Resources in the Eastmain 1 Reservoir shall be integrated and carried out through the Hydro-Qu?bec's Eastmain 1 Environmental Monitoring Program (PSE-EM1). B. Objects The overall objective of this study is the use of fisheries resources in the Eastmain 1 reservoir for the benefit of the Crees such as community use and commercial fisheries including sport fishing and outfitting activities. The Parties therefore agree to create a Joint advisory Working Group (hereinafter referred to as the "Work Group"). Through the Work Group, the Cree representatives will, in a logical sequence, select, as the case may be, the most appropriate strategy, or a combination of strategies for the use of the fisheries resources in the reservoir. For this purpose, information and consultation sessions will take place with the Cree representatives and specialists. Following such selection, the Work Group shall elaborate a research program on the development of the strategy or a combination of strategies, in a manner which will ensure long term sustainable harvesting of fish resources. The strategy to be developed in order to achieve the above objectives, shall take into consideration and be harmonized with the clearing activities in the reservoir. The Work Group shall elaborate an aquatic monitoring program which will have the objective of providing the data necessary to enable the Crees to harvest the fishery resources in a sustainable manner. It is furthermore considered appropriate to: - examine whether a specific fishing strategy could allow a reduction of mercury levels in the Eastmain 1 reservoir fish populations either by rejuvenating the populations, by removing mercury in fish caught or both; - identify the relevant biophysical and socio-economic parameters that should be taken into consideration and monitored by the research program. C. Composition of the Work Group The Work Group shall be coordinated and managed by Hydro-Qu?bec. This Work Group shall be a forum for discussion, cooperation and decision on a consensus basis, in order to promote the use of the fisheries resources for the benefit of the Crees. The composition of the Work Group shall be as follows: - three Cree representatives; - three Hydro‑Qu?bec representatives. On an ad hoc basis, specialists, researchers or government officials, with required backgrounds, shall jointly be invited by the Parties. D. Mandate The mandate of the Work Group is as follows: - elaboration of the main subject-matters to be discussed; - organization of workshops with selected specialists; - analysis of all existing pertinent information and data; - identification, coordination and carrying out of additional specific short-term field work and studies; - elaboration of the terms of references for the Study on the Use of Fisheries Resources in the Eastmain 1 Reservoir including the design of an aquatic monitoring program with the objective of ensuring the long term sustainability of the harvesting of the fisheries resources of the Eastmain 1 Reservoir. This monitoring program will include the monitoring of water quality, the monitoring of fish populations and the monitoring of mercury levels in fish with the objective of providing the necessary data to the Public Health agency responsible for the management of the health risk related to the harvesting of the fishery resources of the Eastmain 1 Reservoir. This Study and monitoring program shall be included, as designed by the Work Group, by the TEC in the PSE-EM1 as contemplated in subsection 8.3.5 hereof. E. Schedule and Budget The Work Group shall complete its mandate within two years. The Work Group shall meet at regular intervals within this period. Hydro‑Qu?bec shall provide the Work Group with an operating budget of $500 000. This budget shall cover the costs of activities such as: - secretarial services; - consultant services for preparatory work; - specific short-term field work and studies; - Cree representatives and invited specialists' fees; - meals, accommodation and travel expenses for participants; - information and consultation sessions in the four (4) affected communities. The specific budgets allocated for each of these activities shall be determined by the Work Group. Schedule 3 -- LAKE STURGEON STUDY AND MANAGEMENT PROGRAM A. Background Lake sturgeon is a species highly prized by the Crees, and under the JBNQA it is reserved for their exclusive use. Lake sturgeon is, however, on the list of wildlife species likely to be designated as endangered or sensitive (MEF: "Liste des esp?ces de la faune vert?br?e susceptibles d'?tre d?sign?es menac?es ou vuln?rables"). On the basis of the governmental authorizations it has obtained which provide for the validation of the information obtained from the Crees, Hydro‑Qu?bec must acquire more information about lake sturgeon and its habitat in the area of the Eastmain 1 powerhouse and spillway before the reservoir is impounded. Study results are to be submitted to the minist?re de l'Environnement et de la Faune, together with information on possible monitoring projects to acquire more knowledge. According to information gathered from the community fisheries of the Eastmain Crees, lake sturgeon can be fished in the Eastmain River from its point of discharge in the Opinaca Reservoir up to the point of confluence of the Eastmain River and Clear Water River. Lake sturgeon were found to be concentrated there in 1990. The following events may explain the presence of lake sturgeon in that part of the Eastmain River: i) Lake sturgeon were present in the Opinaca River system and following the impounding of the Opinaca reservoir, they were able to move into the Eastmain sector of the reservoir and consequently up the Eastmain River. ii) The lake sturgeon survived the impounding of the Opinaca reservoir and sought favourable sites for reproduction. iii) The Eastmain River upstream of the Opinaca reservoir appears to offer a suitable environment for lake sturgeon. This section of the Eastmain River shall therefore be given special consideration in light of the vulnerability of lake sturgeon to the Project and its importance for the Crees. The presence of lake sturgeon in the Opinaca reservoir and its tributaries (other than the Eastmain) has never been investigated. At the moment, the Eastmain River near the powerhouse is the only known fishing site available for this species in this sector. However, lake sturgeon is still present in the Eastmain and Opinaca Rivers downstream of the Opinaca reservoir, where flow has been reduced. It is argued by the Cree Parties that the construction of the Project will have an impact on lake sturgeon and its habitat. Reduction of the flow, the frequency, volume and timing of spills, together with temperature and dissolved oxygen level of the water turbined could also interfere with the utilization of this section of the Eastmain River by the lake sturgeon. In accordance with Hydro‑Qu?bec's undertaking provided at 4.6 of this Agreement, Hydro‑Qu?bec undertakes to coordinate and carry out jointly with Nadhoshtin Companee through the Technical and Environmental Committee and to finance the Lake Sturgeon Study and Management Program (hereinafter referred to as the "Program"), the objects of which are described below. B. Objects of the Program i) Characterize the lake sturgeon population and its habitat in the Eastmain River from its point of discharge in the Opinaca reservoir up to the first impassable rapids on the Clear Water River system, report on the use by the lake sturgeon of the Opinaca reservoir and its major tributaries and evaluate the potential impacts of the Project on the species and harvesting by the Crees. ii) Develop and recommend strategies for the mitigation of impacts on lake sturgeon and for management of the lake sturgeon fisheries. iii) Ensure the surveillance of the construction activities and develop a monitoring program for lake sturgeon. B.1 Characterization of the Lake Sturgeon and its Habitat and Evaluation of the Impacts of the Project Studies shall be carried out to determine the availability of alternative fishing sites, identify and gather additional information on the species and its habitat, and identify the potential impacts of the Project. Study objectives shall be as follows: i) to document general stock conditions (number, growth, fecundity, sexual maturation, contamination, movement and migration and habitat) in the Eastmain River; ii) to document the presence of lake sturgeon in the Opinaca reservoir and its major tributaries and to evaluate potential habitat in those areas; iii) to evaluate impacts of the Project and harvesting by the Cree on the lake sturgeon . Cree community fisheries provide an opportunity to gather necessary biological information, make harvesters aware of the sensitivity of the species and make use of Cree expertise. Cree community fishing will therefore be used for the studies. A central focus of the studies will be identification of mitigative measures. The studies will not include intensive fishing of the sturgeon because of the vulnerability of the species. B.2 Development and Recommendation of Strategies for the Mitigation of Impacts and for the Management of the Lake Sturgeon Fisheries There are five (5) areas where measures are possible: i) the Clear Water River system up to the first impassable rapids; ii) the Eastmain River, between the tailrace and the spillway, including the stream that runs parallel with it, north of the tailrace site; iii) the Eastmain River, downstream from the powerhouse; iv) the Opinaca reservoir and its major tributaries; and v) the Eastmain 1 reservoir and its major tributaries, Measures may include: i) a fish pass; ii) the creation of spawning habitat between the tailrace and the spillway, in the Clear Water River system, or in Opinaca reservoir major tributaries; iii) the selection of a timetable and construction methods for work in the water that will minimize impact on the existing lake sturgeon population to the extent possible; iv) works such as sills, dredging etc., and other similar means designed to obtain the most favourable conditions for reproduction, rearing and migration of the lake sturgeon between km 203 and km 217 of the Eastmain River; v) the stocking of the newly created habitats with lake sturgeon eggs or larvae or transfer spawners from the Eastmain River to the other major tributaries of the Opinaca reservoir; vi) the introduction of lake sturgeon in the EM 1 reservoir or lakes upstream; vii) the development and recommendation of a management strategy for the lake sturgeon fisheries. It may be necessary to study lake sturgeon habitats in the section of the Eastmain and Opinaca rivers where flow has been reduced and where favourable habitat for lake sturgeon are found. In all cases, the selection of measures to be applied will have to take into consideration the importance of maintaining Cree fisheries. The management strategy will have to be planned with this objective. B.3 Surveillance of Construction Activities and Development of a Monitoring Program A monitoring program will be developed. This monitoring program, which will apply both to the construction and operation of the Project will address the following: i) Surveillance of the construction activities; ii) Impacts of the construction on the lake sturgeon and its habitat; iii) Effectiveness of the mitigative measures adopted; iv) Effectiveness of the fisheries management strategy. Once developed, the program shall be implemented by Hydro-Qu?bec in accordance with 4.6 of this Agreement. C. Duration and Costs of the Lake Sturgeon Study and Management Program The studies will be carried out over a four-year period. Total expenditures for the studies are estimated at $1 600 000, excluding the costs associated with monitoring as per B.3, the costs to implement mitigative measures and the internal costs for each of the Parties. Breakdown of the estimated costs is as follows: i) $900 000 in professional fees, including direct costs [one (1) hydraulic engineer-year, two (2) biologists-year and eight (8) fauna technicians-year, at least six (6) of which shall be Crees subject that there are enough Cree-fauna-technicians to fulfill the equivalent of six (6) technicians-year]; ii) $700 000 for laboratory analyses, equipment, air transportation, meals, accommodation, etc. The Parties may decide to partially reallocate expenditures between the above-mentioned headings. The following table gives time periods and costs of the different aspects of the Program. STUDY DURATION COST - Characterization of the lake sturgeon and its habitat and evaluation of the impacts of the Project ? Eastmain River (EM 1) ? Use of Opinaca reservoir ? Major tributaries 3 years Starting in 2002 $ 500 000 $ 400 000 $ 200 000 - Development and recommendation of strategies ? for the mitigation of impacts ? for management of the sturgeon fisheries 3 years Starting in 2002 3 years Starting in 2002 $ 350 000 $ 150 000 - Surveillance of the construction activities and Development of a Monitoring Program During the construction and operation of the Project Not included in the cost of the Lake Sturgeon Study and Management Program T O T A L $1 600 000 Schedule 4 -- SPECIFIC MEASURES FOR THE 315-kV TRANSMISSION LINE BETWEEN THE EASTMAIN 1 POWERHOUSE AND THE N?MISCAU SUBSTATION A. Identification of Sensitive Areas for Restricted Cutting under the Transmission Line The habitat of the future right-of-way of the transmission line and its use by wildlife shall be surveyed during the fall preceding the clearing of the right-of-way in order for the Parties to finalize the identification of sensitive areas. For the purpose of the construction and maintenance of the transmission line, shrubs and trees in the identified sensitive areas, other than those which are likely to exceed three (3) metres at maturity, shall not be cut and stumps and root systems of trees that have been cut shall be left in place except in the areas required for the construction of towers, for burning and for the use of equipment. The surveys in the affected traplines of Nemaska and Eastmain shall respectively be carried out by the tallyman, a trapper and a representative of Hydro‑Qu?bec at the expense of Hydro‑Qu?bec. These surveys may be carried out on the ground or by air at the option of each tallyman. B. Restoration and Closing of Construction Access Roads to the Transmission Line At the beginning of the work, topsoil shall be removed and placed alongside the construction access roads. After completion of the work, the following measures shall be carried out: - levelling of ruts, - stabilization of slopes, - spreading back of the topsoil, - restoration of the normal flow of watercourses and - seeding of erodible areas where necessary. In addition, the temporary roads shall be closed off by blocking their access points and shall be rendered inaccessible by removing temporary structures such as bridges, culverts and access ramps. C. Clearing of Shorelines of Water Bodies Shrubs and trees other than those likely to exceed three (3) metres at maturity shall at no time be cut within a minimum width of sixty (60) metres of land bordering lakes, watercourses, bogs and streams, except in the areas required for the construction of towers, for burning and for the use of equipment. D. Burning Periods Wood debris shall be burned exclusively from mid-October to January inclusive, unless otherwise agreed to by the concerned tallyman. If wood debris need be disposed of from February to mid-October, such wood debris will have to be chipped. Schedule 5 -- ARCHAEOLOGY AND CULTURAL HERITAGE PROGRAM A. Background A study of the archaeological potential of sites that could have been affected by the Project, within the future reservoir as well as in work areas, was conducted during the draft-design study of the Project. In the area likely to be affected by the Project, this archaeological study comprised the following: i) Inventory of known prehistoric, modern and contemporary archaeological sites (about 10); ii) Location of known burial sites; iii) Identification of areas (about 14) that, according to geomorphological data, the evolution of the drainage network and general knowledge of the use of the territory during the periods of interest, have a high archaeological potential and are likely to harbour material vestiges of Cree occupation. Subsequently, inventories and archaeological excavations were conducted along the route of the north-south road; Cree technicians participated in this work. The Crees did not participate in the draft-design study and Cree archaeological knowledge has not been integrated into this archaeological potential study first mentioned above. Moreover, the inventories and archaeological excavations need to be continued. Hydro-Qu?bec shall do the following during Project construction: i) Conduct inventories and archaeological excavations at the construction sites (including, but not limited to, the access road, the 315‑kV line, the 69‑kV line, the borrow areas, the campsite, the village, the dikes, the dam and the powerhouse); ii) Undertake an inventory and archaeological excavation program for the area that will be flooded. This work will be subject to and executed in accordance with applicable laws and regulations. Where cultural material is concerned, it has been Hydro-Qu?bec's practice in the past to conduct archaeological salvage operations. Though the Crees were often hired as excavators or informants, no formal agreement ensured or provided for their participation in planning and executing the work or in the interpretation and the publicization of findings. In addition, other important aspects of Cree cultural heritage having to do with Cree perception and use of the environment and Cree history have in the past figured only partially in studies and related programs. This is also true of the draft design studies concerning the areas likely to be affected by the Project. Accordingly, these important aspects of Cree cultural heritage regarding the areas likely to be affected by the Project still remain to be integrated. In order to reconcile the responsibilities, interests and concerns of the Crees and of Hydro-Qu?bec regarding archaeology and other aspects of Cree cultural heritage, the Archaeological and Cultural Heritage Program (hereinafter referred to as the "Program") the objects of which are described below, shall be coordinated and carried out by Nadoshtin Companee. B. Program content The program will have three components: i) Archaeology; ii) Traditional Cree values and knowledge; iii) Burial sites. B.1 Archaeology In order to provide flexibility to Hydro-Qu?bec, inventories and archaeological excavations in work areas and at the construction sites shall remain under the responsibility of the utility. This work is therefore excluded from the program and Hydro-Qu?bec will be in charge of obtaining the specific permits required for such work. The archaeological data thus collected will however be forwarded to Nadoshtin Companee which will ensure that such data is interpreted and publicized with other archaeological findings. In addition, Hydro-Qu?bec, when possible, will inform Nadoshtin Companee of these activities in advance and will consult the said company respecting the harmonization of the interviews with the Crees. All other archaeological work for the Project shall be under the responsibility of Nadoshtin Companee. Work for which Nadoshtin Companee is responsible must be conducted in compliance with government authorizations obtained and Hydro-Qu?bec's legal obligations. Specifically, the archaeological part of the program covers the following: i) Revision of the archaeological potential study in light of Cree knowledge; ii) Conducting of archaeological inventories; iii) Conducting of archaeological excavations; iv) Conducting of related studies (for example, historical documentation, paleoenvironmental studies; v) Analysis and interpretation of findings including communication of the results (through, for example, publications, videos, etc.). B.2 Traditional Cree Values and Knowledge The section on traditional Cree values and knowledge includes recording and preservation of traditional Cree knowledge of the lands and water that might be affected by the Project, specifically knowledge of the following: i) Toponomy; ii) Animal habitats and behaviour; iii) Harvesting of plants and animals; iv) Traditional stories and legends; v) Biographies of people whose lives are linked to the areas that might be affected by the Project; vi) Other cultural, historical, esthetic and spiritual values associated with the areas likely to be affected by the Project. Where appropriate, this part of the program will include interpretation of findings, the communication of the results (through, for example, publications, videos, etc,) and may also include commemoration in relation to places or areas affected by the Project. B.3 Burial Sites For the purposes of this Agreement, the Parties agree to apply the following measures: 1. Nadoshtin Companee, when the next of kin so requests, shall endeavour to identify native burial sites which might be affected by the works related to the Project, prior to the carrying out of such works where possible, and shall endeavour to relocate such burial sites or provide suitable alternative means of remembrance of Cree dead buried in such sites; 2. Nadoshtin Companee shall be responsible for informing the James Bay Crees of the procedures available for the identification and, where it is possible and it is requested, for the relocation of burial sites of Crees which might be affected by the Project. Nadoshtin Companee shall also inform them of alternative means of remembrance of Cree dead buried in such sites; 3. Nadoshtin Companee shall obtain and transmit information and communications relating to the said identification and relocation of burial sites or said alternative means and it shall also communicate with the religious and civic authorities respecting the said matters on behalf of the Crees; 4. Pursuant to the provisions of paragraph 3 above, Nadoshtin Companee shall: a) to the extent that same has not already been done, obtain the names of individual Crees who may have relatives buried in the areas affected by the Project; b) prepare a list of persons wishing to identify burial sites and to obtain from them afterwards, when appropriate and when possible, their decision to relocate symbolically human remains buried in such sites, or, provided same is reasonable, to relocate same physically; c) keep records of all identified sites; d) select new sites subject to the agreement of the interested next of kin and of the Parties hereto; e) arrange the ceremonies or relocations requested, subject to the other provisions hereof. 5. In cases where the next of kin requests a religious ceremony instead of relocation of burial sites, Nadoshtin Companee shall assume the expenses in connection with such religious ceremony provided such expenses are reasonable and agreed upon by Nadoshtin Companee prior to such ceremony; 6. Nadoshtin Companee shall be responsible for the planning and logistics required for the identification and marking in the field of such sites, including the preparation of suitable plans showing the burial sites which may be affected by the Project and for arrangements relating to the symbolic or physical relocation or alternative means of remembrance; 7. Nadoshtin Companee shall establish a program of identification, marking, relocation or alternative means of remembrance taking into account Hydro-Qu?bec's proposed schedules and the location of the work. Such identification and marking shall take place within one (1) year from the date of the decision by resolution of the Board of Directors of Hydro‑Qu?bec to proceed with the construction of the Project, provided that the identification and marking carried out prior to the execution of this Agreement shall avail for the purposes of this Agreement. Within the three (3) months following the completion of the identification, mapping and marking of such burial sites, the next of kin of the Cree dead in said burial sites shall decide whether they wish to have such dead relocated symbolically or physically or whether they wish to have suitable alternative means of remembrance of such Cree dead and such decisions shall be communicated in writing to Nadoshtin Companee. Within the three (3) months following receipt by Nadoshtin Companee of written notice of such decision, Nadoshtin Companee shall carry out such relocation or form of alternative remembrance, as the case may be, for the dead of the respective sites for which it has received notice. Priority in respect to relocation or forms of remembrance shall be given to burial sites in those areas which will be the earliest affected by the works of the Project. Where relocation of burial sites is carried out, Nadoshtin Companee shall endeavour to assure that such sites are relocated in the cemeteries of Cree villages, if any, and if this is not possible, then in Category I lands, then in Category II lands, and then in Category III lands, in that order of preference. Where burial sites are relocated in Category III lands, they shall be regrouped so as to have only one burial site. 8. Nadoshtin Companee shall make a report respecting the following: i) the burial sites identified and marked hereunder; ii) the identity of the persons whose human remains are buried at such sites, to the extent known; iii) those whose remains were removed pursuant to this Agreement; iv) the location of all new burial sites and the identity of persons buried in such new burial sites; v) the identity of those whose remains have been relocated hereunder to existing organized burial sites. A copy of such report shall be communicated to the Parties. C Cultural Heritage Advisory Committee A Cultural Heritage Advisory Committee shall be established to ensure that the Cree communities of Eastmain, Mistissini, Nemaska and Waskaganish, and especially the elders of these communities, will have an input into the Program. Input from this committee will be most significant at the outset of the Program to assist in establishing general orientations. The mandate of the committee will be as follows: i) express community concerns and wishes and provide direction and guidance with respect to all activities undertaken; ii) propose ethical principles guiding activities, including those relating to confidentiality and use of different types of information; iii) review annually programs and proposed activities; iv) evaluate results in light of community concerns. D. Coordinator Unless otherwise decided by Nadoshtin Companee, a Coordinator could carry out one or more of the following functions: i) organize and coordinate the activities of the Cultural Heritage Advisory Committee; ii) ensure the planning, execution and management of all activities of the Program; iii) work to ensure that community goals with respect to the archaeological aspect of the Program are met; and iv) participate as a researcher in all aspects of the Program. Schedule 6 -- POSSIBLE USES OF THE REMEDIAL MEASURES FUND The Remedial Measures Fund may be used for the types of environmental, mitigating and remedial studies, works, measures, programs, subsidies and grants listed hereafter upon the date of the decision by resolution of the Board of Directors of Nadoshtin Companee. However, the overall cost of the studies related to the environmental, mitigating and remedial works, measures and programs financed through the Remedial Measures Fund shall not exceed the equivalent of fifteen percent (15%) of the amount provided for the Fund, unless otherwise decided by the Board of Directors of Nadoshtin Companee. A. General i) Measures related to the creation of a multipurpose reservoir; ii) restoration and enhancement of wildlife habitats e,g, aquatic (sills, spawning areas, fish passes, etc,); semi-aquatic (mini-dikes, cuts to enhance reforestation, planting, sowing, etc,) and terrestrial (cuts to enhance reforestation, bank stabilization, etc.); iii) participation in the assembling and setting-up of travelling or permanent exhibitions displaying artefacts and other archaeological finds related with the Cree culture in connection with the Project, provided that such participation does not exceed fifty percent (50%) of the total cost of any such exhibition and that the Cree Parties first secure financing for at least fifty percent (50%) of such cost; iv) as the case may be, construction, operation and maintenance of a remedial works camp. B. Habitat Restoration and Enhancement Measures i) Reservoir clearing for multifunctional purposes; ii) Enhancement of moose habitat; iii) Long-term beaver population sustainability program outside the reservoir; iv) Restocking or introduction of species of fur bearers and mammals; v) Improvement of wildlife habitat, including habitat for big game; vi) Creation of goose hunting ponds; vii) Enhancement of shore line habitats; viii) Enhancement of waterfowl habitat including nesting and staging areas; ix) Muskeg enhancement; x) Clearing for ecotone restoration; xi) Creation of embayments; xii) Stream management and habitat improvement for the Eau Claire River; xiii) Predator control measures. C. Trapping-out or Relocation i) Aerial surveys to locate beaver lodges and other animals; ii) Harvesting or relocation of animals in areas to be flooded: prior, during and after impoundment. D. Fish Management, Conservation and Enhancement Measures i) Enhancement of fish habitat and improvement of fishing; ii) Cleaning of tributaries to enhance fishing (fish stocks); iii) Measures to ensure that Crees have the option to use desired fishing and netting techniques; iv) Fish conservation and rehabilitation program; v) Stream management programs for spawning areas and nursery programs; vi) Creation of artificial spawning areas; vii) Fish hatcheries; viii) Restocking of existing lakes and rivers to offset losses of productivity; ix) Fishing-out program for predatory fish. E. Improvement of Sites i) Production of plants; ii) Planting of trees; iii) Additional works to prepare sites (scarification, soil modification, ponds); iv) Landscaping for visual quality. F. Access for Crees i) Improvement of access to certain areas; ii) Access ramps, canoe landings, navigation channels, portages, additional roads; iii) Creation of stream crossings; iv) Landing sites for boats and planes for areas in reservoir; v) Snowmobile trail networks for trappers; vi) Recovery and disposal of floating timber and debris. G. Measures for Specific Areas 1. The R-19 Island: i) Access (including channel improvement); ii) Landing areas; iii) Habitat restoration and enhancement measures. 2. The Village Lakes area: i) Fish management and conservation measures. 3. The upper stretch portion of the reservoir from approximately the 12th transmission line crossing to the east: i) Shoreline clearing and enhancement; ii) Habitat restoration and enhancement measures (including reconstitution of riparian habitats); iii) Creation of shoreline and bank stabilization; iv) Fish management and conservation. Schedule 7 -- POSSIBLE USES OF THE EENOU INDOHOUN FUND The Eenou Indohoun Fund may be used for traditional activities as well as for the types of work, services, contributions, subsidies, grants, projects and programs listed hereafter. A. Trappers' Cabins and Camp - new cabins and camps - renovations - improvements - infrastructure - maintenance - relocation - power/energy sources B. Communication Infrastructure - enlargement - substantial improvements - VHF radios - satellite hook up C. Trapline Management - wildlife monitoring - harvesting monitoring - relocation of animals - outfitting D. Self-insurance Plan - liability - camps and cabins - equipment - fire - pension and disability - theft E. Transportation - subsidies (for different modes of transportation) - petroleum products - shelter subsidy - aircraft docking areas - clearing (e,g, snowmobile trails and portages) - reconnaissance visits - navigation corridors - other measures to improve access F. Enhancement of Traditional Activities - improvement and restoration of habitats - waterfowl management - goose corridors - goose ponds - canoe landing areas and docks - landing areas - parking areas - fish spawning areas - research, studies and inventories (harvesting, nesting, feeding, spawning) - equipment repairs - management of water levels (e,g, ponds, small sills) - fish farms and hatcheries - restocking of existing lakes and rivers - creation of fish passes - monitoring of harvesting activities - various subsidies - traditional pursuits and training G. Other Works and Programs - road maintenance - snow removal contracts - equipment - garage facilities - storage sheds - trappers' energy conservation programs - programs related to archaeology - shoreline clearing - facilities for the smoking of fish and the sanitary handling of fish and transformation - facilities for the handling of fish (freezing, refrigeration) - ice making and ice storage including disinfection where needed - cold storage (traditional) and food preservation facilities The different works, programs and measures contemplated by this Schedule are meant to create opportunities for Cree trappers. Schedule 8 -- JOB DESCRIPTION OF CREE COUNSELLOR The Cree Counsellor's duties shall be to: A. Receive the updated lists of Cree candidates for work and Cree enterprises interested in obtaining jobs and contracts related to the construction of the Project; B. Ensure that the abovementioned lists contain the necessary information to make proposals respecting the award of contracts and respecting hiring and training; C. Receive from Hydro-Qu?bec and relay to the Cree Parties information on contracts to be negotiated as per 13.3 of this Agreement; D. Inform Cree candidates for work and Cree enterprises of opportunities well ahead of time; E. Inform prospective contractors as necessary and make them aware of available Cree resources (Cree candidates for work and Cree enterprises), notably during site visits; F. Attend information sessions for contractors, including those taking place outside the construction site, and, as needed, in Montr?al; G. Provide advice with regard to a better integration of Cree workers on the construction site; H. Receive the applications of Cree candidates for work who wish to be trained; I. Forward recommendations to the Training Committee with respect to the training programs for Cree workers and Cree candidates for work; J. Participate in the implementation and follow-up of the recommendations of the Training Committee related to training; K. Participate in the preparation of the annual budgets for training; L. Receive the concerns of the Crees affected by the Project and ensure remedial follow-up thereon; M. Inform Nadoshtin Companee and the Cree Parties of ongoing and impending activities on the construction site; N. Participate in inspections on contractors benefiting from incentives from Hydro-Qu?bec to provide training to Cree workers; O. Prepare jointly with Hydro‑Qu?bec the on-the-job training follow-up report; P. Provide assistance to Hydro-Qu?bec with respect to the sale of surplus items worth less than $5,000 to Crees or Cree entities according to a simplified formula to be approved by Hydro-Qu?bec; Q. Inform the Cree Parties of surplus items in accordance with Chapter 16 hereof; R. Inform the Cree Parties of surplus items which contractors and subcontractors may wish to sell and if need be facilitate the transaction; S. Undertake other duties assigned by Nadoshtin Companee. Schedule 9 -- CONTRACTS AND CONTRACT GROUPS TO BE NEGOTIATED This list of contracts and contract groups is not limitative or exhaustive but rather indicative. DESCRIPTION OF CONTRACT 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 Nemiscau Camp 100 Dormitories and Kitchen 15 65 20 Community and Services Buildings 5 95 Administrative Offices 20 50 30 Clearing of 69-kV line and substation 100 Clearing of 25-kV Line 100 CATEGORY 5 ? ROAD CONSTRUCTION, EXCAVATION AND DIKES Access Road (approximately 80 km) 40 60 Construction of South West Dikes and Excavation of Channels 40 60 CATEGORY 6 ? CONCRETE WORK Permanent Residences at Nemiscau 50 50 CATEGORY 7A ? CLEARING WORKS (SEBJ) Clearing Works 30 30 30 10 CATEGORY 7C ? TRANSPORTATION AND CHARTERED AIRCRAFT Airfare 5 17 17 27 27 7 CATEGORY 7D ? ENVIRONMENT (SEBJ) Landscaping Work 10 25 25 25 15 CATEGORY 8 ? CONSTRUCTION OF EASTMAIN 1 NEMISCAU LINE (315 kV) Access Roads and Temporary Bridge 100 Clearing of Right-of-Way 100 Schedule 11 -- 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.