The Grand Council of the Crees

WHAPMAGOOSTUI TRANSMISSION LINE AGREEMENT

Posted: 0000-00-00

BETWEEN: The WHAPMAGOOSTUI FIRST NATION, represented by Mr. David Masty, Chief, who declares being duly authorized for the purposes hereof ;

AND: The GRAND COUNCIL OF THE CREES (EEYOU ISTCHEE) and The CREE REGIONAL AUTHORITY, represented by their respective Grand Chief and Chairman, Dr. Ted Moses, who declares being duly authorized for the purposes hereof ;

AND: HYDRO-QUÉBEC, represented by its President and Chief Executive Officer, Mr. André Caillé, who declares being duly authorized for the purposes hereof ;

AND: SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES, represented by its President and Chief Executive Officer, Mr. Elie Saheb, who declares being duly authorized for the purposes hereof.

WHEREAS section 4.22 of the Agreement concerning a new relationship between the Government of QUÉBEC and the James Bay Crees provides that the modalities relating to the connection by Hydro-QUÉBEC to its network of the community of Whapmagoostui are to be set out in an agreement between the Grand Council of the Crees (Eeyou Istchee) and Hydro-QUÉBEC ;

WHEREAS the parties hereto do hereby agree to the following modalities relating to the connection of the community of Whapmagoostui to the Hydro-QUÉBEC network.

THE PARTIES HERETO AGREE TO THE FOLLOWING :

1. A transmission line and all related transformers and substations (hereinafter referred to as the "transmission line") required in order to connect the community of Whapmagoostui to the Hydro-QUÉBEC electricity transmission network and to allow Hydro-QUÉBEC to adequately supply the electricity needs of this community (including electrical heating), shall be constructed, operated and maintained by Hydro-QUÉBEC or SEBJ in accordance with Hydro-QUÉBEC standards and all other applicable government standards.

2. The transmission line shall be constructed by Hydro-QUÉBEC or SEBJ as soon as the Whapmagoostui First Nation and Hydro-QUÉBEC determine it is appropriate to proceed with the line. In the event a road is built to link the community of Whapmagoostui to the Quebec road network, Hydro-QUÉBEC or SEBJ will then proceed to construct the transmission line as soon as the road is completed.

3. The Whapmagoostui First Nation shall grant free of charge to Hydro‑QUÉBEC, or as the case may be SEBJ, all permits and authorizations required from the First Nation for the transmission line, including a right of way necessary to construct, operate and maintain the transmission line over Whapmagoostui Cree Category IA or IB lands, as well as a servitude on Whapmagoostui Cree Category IA lands to construct, operate and maintain a substation related to the transmission line which may serve both the communities of Whapmagoostui and Kuujjuarapik.

4. Hydro-QUÉBEC, or as the case may be SEBJ, shall request the required permits and other authorizations for the transmission line, including all environmental permits and authorizations and all rights of way and other servitudes required for the transmission line.

5. One year prior to the construction of the transmission line, the parties shall form a technical committee composed of three (3) representatives appointed by the Whapmagoostui Band Council and three (3) representatives appointed by Hydro‑QUÉBEC, or as the case may be SEBJ, to :

a. determine the physical dimensions and location of the right of way on Category IA or IB lands and referred to in section 3 herein ;

b. determine the physical dimensions and location of the servitude on Category IA lands and referred to in section 3 herein ;

c. determine the electricity consumption requirements of the community of Whapmagoostui, and ensure that the transmission line properly addresses these requirements ;

d. determine all issues related to the local electricity distribution network in Whapmagoostui operated by Hydro-QUÉBEC ;

e. discuss and, if need be, resolve any other issue related to the transmission line or the supply of electricity to the community of Whapmagoostui and addressed to the committee by either of the parties.

6. Hydro-QUÉBEC, or as the case may be SEBJ, shall provide to the Whapmagoostui First Nation a list of the contracts required for the construction of the transmission line at least six (6) months prior to its construction.

7. Hydro-QUÉBEC, or as the case may be SEBJ, shall negotiate outside the tender process with Cree enterprises identified by the Whapmagoostui First Nation a significant portion of the work in relation to the construction of the transmission line (including particularly the clearing of the right of way of the line, transmission post erection, excavation related to line installation, and substation site preparation), and award resulting contracts to such Cree enterprises provided that the terms and conditions of such contracts are consistent with Hydro-QUÉBEC's scheduling, cost and quality requirements 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.

8. As soon as the electricity is supplied to the community of Whapmagoostui from the transmission line, Hydro-QUÉBEC shall continue to maintain and operate the electrical distribution system in Whapmagoostui and shall supply the electricity needs of the community of Whapmagoostui at standard rates and conditions of general application in QUÉBEC.

9. Pending the construction and operation of the transmission line, Hydro-QUÉBEC shall continue to ensure the supply of electricity to the community of Whapmagoostui through autonomous electricity production and distribution facilities, the whole in accordance with all existing agreements, undertakings and practices.

10. The Preamble forms an integral part of this Agreement.

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

12. This Agreement shall come into force upon the date of its execution by the Parties.

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

Signed at Waskaganish (QUÉBEC), this 7th day of February 2002.

The GRAND COUNCIL OF THE CREES (EEYOU ISTCHEE)

and The CREE REGIONAL AUTHORITY

____________________________________________

by: Dr. Ted Moses, Grand Chief / Chairman

The WHAPMAGOOSTUI FIRST NATION

_____________________________________________

by: Mr. Davis Masty, Chief

HYDRO-QUÉBEC

_____________________________________________

by: Mr. André Caillé, President and Chief Executive Officer

The SOCIÉTÉ D'ÉNERGIE DE LA BAIE JAMES

____________________________________________

by: Mr. Elie Saheb, President and Chief Executive Office