AGREEMENT CONCERNING A NEW RELATIONSHIP
BETWEEN HYDRO-QUéBEC / SEBJ
AND THE CREES OF EEYOU ISTCHEE

BY AND BETWEEN:

The GRAND COUNCIL OF THE CREES (EEYOU ISTCHEE), a public body duly incorporated, herein acting and represented by Dr. Ted Moses, O.Q, its Grand Chief, duly authorized to execute this Agreement,

            (hereinafter also referred to as the “GCC(EI)”)

AND:

The CREE REGIONAL AUTHORITY, a public body duly constituted under An Act respecting the Cree Regional Authority (R.S.Q., c. A-6.1), herein acting and represented by Mr. Paul Gull, its Vice-Chairman, duly authorized to execute this Agreement,

            (hereinafter also referred to as the “CRA”)

AND:

HYDRO-QUÉBEC, a corporation duly incorporated under the Hydro-Québec Act, (R.S.Q., c. H-5), herein acting and represented by Mr. André Caillé, its President and Chief Executive Officer, duly authorized to execute this Agreement,

            (hereinafter also referred to as “Hydro-Québec”)

AND:

The SOCIÉTÉ D’ÉNERGIE DE LA BAIE JAMES, a corporation duly incorporated, herein acting and represented by Mr. Richard Cacchione, its President and Chief Executive Officer, duly authorized to execute this Agreement,

            (hereinafter also referred to as “SEBJ”)

In addition, the following parties have intervened to this Agreement to consent to its terms and conditions:

AND:

The CREE NATION OF CHISASIBI, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18), herein acting and represented by Mr. Abraham Rupert, its Chief, duly authorized for the purposes hereof,

AND:

The EASTMAIN BAND, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18), herein acting and represented by Mr. Edward Gilpin, its Chief, duly authorized for the purposes hereof,


AND:

The CREE NATION OF MISTISSINI, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C.1984, c. 18), herein acting and represented by Mr. John Longchap, its Chief, duly authorized for the purposes hereof,

AND:

The CREE NATION OF NEMASKA, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18), herein acting and represented by Mr. Josie Jimiken, its Chief, duly authorized for the purposes hereof,

AND:

THE CREES OF THE WASKAGANISH FIRST NATION, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18), herein acting and represented by Mr. Robert Weistche, its Chief, duly authorized for the purposes hereof,

AND:

The WASWANIPI BAND, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18), herein acting and represented by Mr. Robert Kitchen, its Chief, duly authorized for the purposes hereof,

AND:

The CREE NATION OF WEMINDJI, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18), herein acting and represented by Mr. Reggie Mark, its Chief, duly authorized for the purposes hereof,

AND:

The WHAPMAGOOSTUI FIRST NATION, duly constituted under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18) herein acting and represented by Mr. David Masty, its Chief, duly authorized for the purposes hereof,

AND:

The CREES OF OUJÉ-BOUGOUMOU, a recognized collectivity of James Bay Crees, herein acting and represented by the Oujé-Bougoumou Eenuch Association acting through Mr. Sam Bosum, their traditional chief, duly authorized for the purposes hereof.

WHEREAS, on February 7th, 2002, the GCC(EI), the CRA, Hydro-Québec and SEBJ entered into an Agreement respecting disputes and a dispute resolution committee, the purpose of which was to attempt to resolve all outstanding disputes between the GCC(EI), the CRA, the Crees of Québec and the Cree Communities, on the one hand, and Hydro-Québec and SEBJ, on the other hand;

WHEREAS, as a result of the discussions carried out pursuant to the Agreement respecting disputes and a dispute resolution committee, the parties have agreed to enter into the present Agreement and the Intervenors have agreed to consent to the terms and conditions of this Agreement;

WHEREAS the parties place behind them the previous disputes which have tarnished their relationships, and have rather decided to pursue a forward looking relationship based on mutual respect, good faith, reconciliation, partnership, meaningful participation and mutually beneficial economic and social arrangements.

THEREFORE, THE PARTIES AGREE TO THE FOLLOWING:

CHAPTER 1 -- DEFINITIONS

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

1.1.1                Cree Regional Authority” or “CRA”: the public body duly constituted under the Act respecting the Cree Regional Authority, (R.S.Q., c. A-6.1).

1.1.2                "Financial Year":  the period between April 1st of a calendar year and March 31st of the subsequent calendar year.

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

1.1.4                "Cree Band" or "Cree Community": the Cree Nation of Chisasibi, the Whapmagoostui First Nation, the Cree Nation of Wemindji, the Eastmain Band, The Crees of the Waskaganish First Nation, 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 collectivity of the Crees of Oujé-Bougoumou.

1.1.5                "James Bay and Northern Québec Agreement" or "JBNQA": the agreement approved, given effect and declared valid by the James Bay and Northern Québec Native Claims Settlement Act (Chapter 32 of the Statutes of Canada, 1976-77) and by the Act approving the Agreement concerning James Bay and Northern Québec (L.Q., 1976, c. 46; R.S.Q., c. C-67) and as amended by Complementary Agreements.

1.1.6                "Crees" or "James Bay Crees": the persons eligible pursuant to paragraphs 3.2.1, 3.2.2 and 3.2.3 of Section 3 of the James Bay and Northern Québec Agreement.

1.1.7                "Crees of Oujé-Bougoumou": the collectivity composed of persons identified as affiliated to the community known as Oujé-Bougoumou, and including persons enrolled or entitled to be enrolled as Cree beneficiaries under the James Bay and Northern Québec Agreement, and acting through the Oujé-Bougoumou Eenuch Association until such time as the Oujé-Bougoumou Band is constituted as a corporation under the Cree-Naskapi (of Quebec) Act (S.C. 1984, c. 18) and, thereafter, the Oujé-Bougoumou Band.

1.1.8                "Cree Enterprise": a Cree Band, or any Cree Entity, or any unincorporated business belonging to a James Bay Cree as well as any corporation in which one or more James Bay Cree, Cree Band or Cree Entity, or any trust, foundation or fund instituted for the benefit of any one or more of the aforementioned, holds fifty per cent (50%) or more of the voting shares or a sufficient participation to appoint the majority of directors;  as well as any partnership, joint venture, non-profit corporation or other enterprise or legal entity in which one or more James Bay Cree, 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.

1.1.9                "Hydro-Québec" or “HQ”: the corporation duly incorporated under the Hydro-Québec Act (R.S.Q., c. H-5).

1.1.10            "Le Complexe La Grande (1975)": the hydroelectric development set out in paragraph 8.1.2 and Schedule 1 of Section 8 of the James Bay and Northern Québec Agreement, and in Complementary Agreements n° 4, 5, 7 and 11 thereto.

1.1.11            "Société d’énergie de la Baie James" or "SEBJ": the company contemplated by section 39.1 of the Hydro-Québec Act (R.S.Q., c. H-5).

1.1.12            James Bay Territory”:  the territory contemplated by paragraph 22.1.6 of the James Bay and Northern Quebec Agreement as well as the Cree area of primary interest, the area of common interest and the other areas in which Crees have the right to harvest as contemplated in subsection 24.13 of the James Bay and Northern Quebec Agreement.

1.1.13            HQ-Cree Agreements”: the Chisasibi Agreement, the Sakami Lake Agreement, the Agreement respecting The Sakami Lake Agreement Fund, the La Grande (1986) Agreement, the C.Q.H.-Q. Mercury Agreement (1986), and the Opimiscow Agreement.

1.1.14            New Relationship HQ-Cree Agreements”:  the Cree Employment (or Apatisiiwin) Agreement dated February 7th, 2002, the Mercury (2001) Agreement dated February 7th, 2002, the Nadoshtin Agreement dated February 7th, 2002, the Boumhounan Agreement dated February 7th, 2002, the Waskaganish Transmission Line Agreement dated February 7th, 2002, the Whapmagoostui Transmission Line Agreement dated February 7th, 2002, the Agreement on the Decommissioning of Hydro-Québec/SEBJ “work sites” or installations no longer in service dated February 7th, 2002, and the Letter concerning the transmission of information on the operational parameters of the Complexe La Grande (1975) dated February 11th, 2002.

1.1.15       Recipient of the Fund”:  a corporation, limited partnership, trust, Cree Entity or other legal entity designated by the GCC(EI) before March 31st, 2004 in order to own, hold and manage the Hydro-Québec and Eeyou Fund.  Failing such designation, the CRA shall be deemed to be the Recipient of the Fund.  This designation may be modified from time to time by the GCC(EI) through a prior sixty (60) days written notice to Hydro-Québec. Hydro-Québec may object to such modified designation only for a serious cause. Such objection must be made in writing and within the sixty (60) days of the notice from the GCC(EI), and it must outline clearly the cause for the objection. In the event of disagreement on the modification of the designation, the matter will be referred for resolution through the settlement of disputes mechanisms set out in this Agreement.

1.1.16            Business Day": a day on which banking activities can take place in Québec.

1.2             For the purposes of this Agreement, Le Complexe La Grande (1975) will be deemed to be in operation as long as all the powerhouses of all the following projects described in paragraph 8.1.2 and in Schedule 1 of Section 8 of the James Bay and Northern Quebec Agreement and in Complementary Agreement no. 7 thereto, have not been formally and permanently closed by Hydro-Québec and have not permanently ceased production of electricity:  the LG 1 (1986) Project, the LG 2 Project and the LG 2A Project.

CHAPTER 2 -- PURPOSES OF THIS AGREEMENT

2.1             The parties agree to resolve through this Agreement, and in the manner set out in this Agreement, outstanding disputes and misunderstandings which have tarnished their relationship.

2.2             The parties intend to maintain a relationship based on mutual respect, good faith, reconciliation, partnership, meaningful participation and mutually beneficial economic and social arrangements.

2.3             Hydro-Québec and SEBJ will facilitate the participation of the James Bay Crees in hydroelectric development through partnerships, employment and contracts.

2.4             The Agreement has the following principal purposes:

a)                 to establish certain public safety measures of particular interest to the Crees in regard to Le Complexe La Grande (1975);

b)                 to set up a long term funding mechanism to address impacts of Le Complexe La Grande (1975) on the activities, economy, environment and social well-being of the Crees;

c)                  to increase over time access to contracts for Cree Enterprises resulting from the operation, maintenance, upkeep and repair of Le Complexe La Grande (1975);

d)                 to resolve, in accordance with the provisions of this Agreement, pending legal proceedings involving the parties to this Agreement;

e)                 to set up a permanent exchange forum and dispute resolution mechanisms.

2.5             The obligations of Hydro-Québec and of SEBJ under the provisions of the James Bay and Northern Quebec Agreement, of the HQ-Cree Agreements, of the New Relationship HQ-Cree Agreements, and of the other existing agreements and existing financial arrangements between Hydro-Québec or the SEBJ and any one or more of the GCC(EI), the CRA, a Cree Band, a Cree Entity or a Cree Enterprise will continue to apply and are not affected by this Agreement.

2.6             The parties do not intend, by this Agreement, to prejudice, detrimentally affect or restrict the rights of the James Bay Crees as set out in paragraphs 2.11, 2.12 and 28.1.1 of the James Bay and Northern Quebec Agreement.

2.7             The parties do not intend to affect, by this Agreement, the obligations of the government of Canada or of the government of Québec towards the James Bay Crees including those stipulated in the James Bay and Northern Quebec Agreement.

2.8             The Agreement respecting disputes and a dispute resolution Committee executed between the GCC(EI), the CRA, HQ and SEBJ on February 7th, 2002 is terminated as of the date of coming into force of this Agreement.

CHAPTER 3 -- Public Safety Measures in regard
to Le Complexe La Grande (1975)

3.1             The construction and operation of Le Complexe La Grande (1975) have raised public safety preoccupations for the Crees, more particularly in the Cree community of Chisasibi.  These preoccupations mainly relate to possible flooding of the community in the event of a cataclysmic event affecting the retaining structures of Le Complexe La Grande (1975).

3.2             Hydro-Québec and SEBJ unequivocally state that the dams, dykes, powerhouses and other retaining structures of Le Complexe La Grande (1975) represent no danger whatsoever to the public safety of any Cree community, including Chisasibi.

3.3             Hydro-Québec and SEBJ undertake to ensure at all times, that all the dams, dykes, powerhouses and other retaining structures of Le Complexe La Grande (1975) and of any other hydroelectric project in the James Bay Territory are built, maintained, repaired and monitored as to never rupture or otherwise default in a manner which endangers the safety of any Cree community or the inhabitants of any Cree community or which would damage their buildings or personal property.

3.4             Hydro-Québec and SEBJ further undertake to implement at their sole expense the following measures for the benefit of the James Bay Crees and which will be maintained as long as Le Complexe La Grande (1975) is in operation:

a)                 Monitoring of the facilities;

b)                 Communication to the Crees;

c)                  Safe-ground for Chisasibi.

These measures are further described below.

a)                 Monitoring of facilities

3.5             Hydro-Québec and SEBJ will maintain state of the art structural monitoring programs appropriate to the dams, dykes, powerhouses and retaining structures of Le Complexe La Grande (1975) in order to be in a position to assess at all times their structural soundness.

b)                Communication to the Crees

3.6             On or by April 1st of each year during which Le Complexe La Grande (1975) is in operation, Hydro-Québec will forward to the GCC(EI), the CRA and the Cree Nation of Chisasibi the nature, scope and extent of their monitoring programs provided for in section 3.5 above.

3.7             The Cree parties mentioned above shall have 90 days to formulate comments thereon, including concerning the adequacy of theses programs. During that period, Hydro-Québec representatives, previously identified, shall be available to answer queries concerning the documents transmitted. Hydro-Québec must consider and take into consideration in a reasonable way the comments of the Cree parties mentioned above.

3.8             Upon receipt of the Crees’ comments, HQ shall organize a meeting with the representatives of the Cree parties mentioned above, which meeting may be held by telephone or videoconference, to exchange views on these comments, including implementation thereof, as the case may be. This meeting shall be held no later than 90 days following receipt of the Crees’ comments, unless all parties involved agree on another date.

3.9             Every year during which Le Complexe La Grande (1975) is in operation or within a period otherwise mutually agreed, Hydro-Québec and SEBJ shall communicate to the GCC(EI), the CRA and the Cree Nation of Chisasibi the technical results of their structural monitoring programs, as provided for in section 3.5 above, and these results will be accompanied by a written report analysing these results signed by a civil engineer and providing an opinion as to the structural soundness of the dams, dykes, powerhouses or other retaining structures and of any measures required or useful to maintain the structural soundness of these structures.

c)                 Safe-ground for Chisasibi

3.10         As long as Le Complexe La Grande (1975) is in operation, Hydro-Québec and SEBJ will assist the Cree Nation of Chisasibi in preparing, updating and maintaining an emergency preparedness plan.

3.11         Within six (6) months of the coming into force of this Agreement, or such longer period as may be agreed to by the parties, Hydro-Québec and SEBJ will seek authorization under section 22 of the JBNQA to build a road from the existing Chisasibi-LG 1 road to high ground in the vicinity of Chisasibi chosen in consultation with the Cree Nation of Chisasibi.  Within eighteen (18) months of receiving such authorization, Hydro-Québec and SEBJ will have this road built and the high ground laid out at their expense. Hydro-Québec and SEBJ will lay out this high ground as a park capable of accommodating all the residents of Chisasibi in the event of an unlikely or unforeseen catastrophic emergency.

3.12         As long as Le Complexe La Grande (1975) is in operation, Hydro-Québec and SEBJ will at their expense maintain the road and the high-ground park described above and will ensure that this road and the high-ground park is passable and usable for evacuation purposes in all seasons, including snow removal.

3.13         Upon receiving the authorization under section 22 of the JBNQA as set out in section 3.11 above, Hydro-Québec and SEBJ shall make available to the Cree Nation of Chisasibi an amount of two million dollars ($2,000,000) as a contribution towards recreational and tourist equipment and facilities for the high-ground park.

3.14         The operations and maintenance costs associated with the recreational and tourist aspects of the high-ground park will not be the responsibility of Hydro-Québec or SEBJ.

3.15         The Cree Nation of Chisasibi will be closely involved in the design, management and layout of the park.

3.16         The construction, maintenance, and repair of the road and high-ground park as set out above shall be carried out by Cree Enterprises, provided that schedules, costs and quality are met.

CHAPTER 4 -- Financial Provisions

4.1             There is hereby established a Hydro-Québec and Eeyou Fund.

4.2             The Hydro-Québec and Eeyou Fund will be owned, held and managed by the Recipient of the Fund.

4.3             The Hydro-Québec and Eeyou Fund shall be used for the purposes set out in Schedule A and such use of the Fund shall be compatible with the operation of Le Complexe La Grande (1975).

4.4             On April 1st, 2004 and on the first Business Day of the month of April of each subsequent Financial Year for as long as Le Complexe La Grande (1975) is in operation, Hydro-Québec shall pay to the Recipient of the Fund an annual amount determined as follows:

a)                 for the 2004-05 Financial Year:  seven million dollars ($7,000,000);

b)                 for each subsequent Financial Year:  an amount corresponding to the value of seven million dollars ($7,000,000) in 2004 dollars calculated in accordance with the following formula:


ACY=

APY multiplied by

  1 +

CPI x — CPI x-1

 

CPI x-1

Where:

ACY             represents the amount to be paid by Hydro-Québec to the Recipient of the Fund on the first Business Day of April of the then current Financial Year for which a payment must be made under the terms of this Agreement.

APY             represents the amount paid by Hydro-Québec to the Recipient of the Fund on the first Business Day of April of the immediately preceding Financial Year in accordance with the terms of this Agreement.

CPI x            represents the Consumer Price Index for Canada, All-Items as published by Statistics Canada Cat. 62-001 - XPB, table 4, the Consumer Price Index for Canada, All-Items (Not Seasonally Adjusted), Annual average, as determined for the calendar year immediately preceding the then current Financial Year for which a payment must be made under the terms of this Agreement.

CPI x-1          represents the Consumer Price Index for Canada, All-items as published by Statistics Canada Cat. 62-001 - XPB, table 4, the Consumer Price Index for Canada, All-Items (Not Seasonally Adjusted), Annual average, as determined for the calendar year immediately preceding the calendar year in which CPI x is determined.

(Note:  For greater certainty, the annual average index level for a calendar year is the average of the individual monthly indexes of that calendar year. The percentage change in the index from one calendar year to another is calculated using the annual average indexes of the concerned calendar years.)

In the event Statistics Canada no longer publishes the Consumer Price Index for Canada Cat. 62-001 - XPB, table 4, the Consumer Price Index for Canada, All-Items (Not Seasonally Adjusted), Annual average, Hydro-Québec and the CRA shall agree to another appropriate and equivalent publicly available source to determine the evolution of the Consumer Price Index and failing agreement, such appropriate and equivalent publicly available source shall be determined through the settlement of disputes mechanisms set out in this Agreement.

4.5             The Recipient of the Fund shall provide annually to Hydro-Québec, to SEBJ, to the GCC(EI) and to the CRA audited financial statements as to the uses of the Hydro-Québec and Eeyou Fund in each Financial Year.  These statements shall be so provided within 180 days of the end of the concerned Financial Year.

4.6             On April 1st, 2004, the Recipient of the Fund shall allocate to the GCC(EI) from the Hydro-Québec and Eeyou Fund an amount equivalent to the costs incurred by the GCC(EI) for the review of past disputes and for the mediation process set out in the Agreement respecting disputes and a dispute resolution committee dated February 7, 2002.

4.7             A Hydro-Québec payment into the Hydro-Québec and Eeyou Fund should normally be expended by the Recipient of the Fund, or by a Cree Band or Cree Entity designated by the Recipient of the Fund, for expenses incurred in the Financial Year in which the payment is  received by the Recipient of the Fund, or for expenses incurred in the immediately preceding or immediately succeeding Financial Year. However, a part of these Hydro-Québec payments may be accumulated by the Recipient of the Fund in cases where such accumulated payments are earmarked in a fund for a specific project or activity.

CHAPTER 5 -- Contracts related to the operation
of Le Complexe La Grande (1975)

5.1             Hydro-Québec will prepare and submit annually a report to the GCC(EI) and the CRA on or around March 1st of each year setting out the following:

a)         information, including monetary values, concerning each category of contracts awarded by Hydro-Québec in the previous calendar year in relation to the operation, maintenance, upkeep and repair of Le Complexe La Grande (1975), distinguishing between those contracts awarded to Cree Enterprises and those contracts awarded to others;

b)         the list and description of all contracts Hydro-Québec intends to award in the current calendar year in relation to the operation, maintenance, upkeep and repair of Le Complexe La Grande (1975), and the estimated monetary value ascribed to each such contract.

5.2             By March 1st of each year, two representatives appointed by Hydro-Québec and two representatives jointly appointed by the GCC(EI) and the CRA will meet to review the expected contract needs of Hydro-Québec in relation to the operation, maintenance, upkeep and repair of Le Complexe La Grande (1975).  The main objectives will be to review the capacity of Cree Enterprises to access these contracts and to develop arrangements that will increase over time the access to these contracts by interested Cree Enterprises.

5.3             It is understood that a Cree Enterprise will only be awarded a contract by Hydro-Québec in relation to the operation, maintenance, upkeep or repair of Le Complexe La Grande (1975) if it can reasonably be expected to meet the requirements of the contract regarding schedules, costs and quality.

CHAPTER 6 -- Legal proceedings

6.1             The resolution of the legal proceedings listed hereinafter is made without any admission by the parties thereto and without prejudice to their respective arguments and legal positions.

6.2             Nevertheless, the parties expect and intend that this Agreement shall chart the course toward mutually satisfactory resolution of disputes and that recourse will only be had to the Courts as a last resort.

6.3             The parties agree to take the required measures to bring an end to the pending litigation between them or in which they are involved and so pave the way to a new era of cooperation.

6.4             The Cree parties specifically declare that certain of the legal proceedings of the Crees will continue as against the Federal Government.  However, the Cree parties agree that they will attempt to avoid any negative impact on their relations with Hydro-Québec and SEBJ as a result of the continuation of the legal proceedings in which the Attorney General of Canada is Defendant.

6.5             In order to meet the purposes of this Agreement and to facilitate the renewed relationship referred to herein, the parties undertake to take the measures set forth in this Chapter in respect of the following litigation:

a)                 Grand Chief Matthew Coon-Come et al. v. Hydro-Québec and the Attorney General of Canada, S.C.M. 500-05-004330-906 (the Coon-Come #1 proceedings);

b)                 Grand Chief Matthew Coon-Come et al. v. Hydro-Québec and the Attorney General of Canada, S.C.M. 500-05-027984-960 (the Coon-Come #2 proceedings);

c)                  Proceedings before the Access to Information Commission and the Québec Court concerning the divulgation of certain contracts entered into between Hydro Québec and important industrial energy consumers. (C.A.I. 90-04-07; C.Q. 500-02-016427-911) (the Aluminum contracts proceedings).

6.6             In consideration of and subject to the terms of this Agreement, the Coon Come #1 proceedings and the Coon Come #2 proceedings shall, without costs to any party to those proceedings, be settled as between the Plaintiffs thereto, Hydro-Quebec and SEBJ, without any admission by the Plaintiffs thereto, Hydro-Quebec and SEBJ, and without prejudice to their respective arguments and legal positions.

6.7             The Coon Come #1 proceedings, the Coon Come #2 proceedings and the Federal Court Coon Come proceedings (Grand Chief Matthew Coon Come et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C. T-962-89) may continue as against the Attorney General of Canada (hereafter the “AGC”) except that the Cree parties thereto shall no longer invoke their allegations as particularized and conclusions relating to breaches by the AGC of its trust and fiduciary obligations in relation to any alleged breaches by Hydro-Québec or SEBJ of their obligations under the JBNQA and any other agreements, undertakings or commitments referred to in those proceedings.

6.8             There may be a final judgment condemning the government of Canada to pay amounts to Plaintiffs in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceedings (Grand Chief Matthew Coon Come et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C. T-962-89) and a contemporaneous or subsequent condemnation by final judgment against Hydro-Québec or SEBJ, at the request of the government of Canada, to pay the whole or part of such amounts to the government of Canada or the Crees. This may arise as a result of an action in warranty or intervention or similar proceeding by the government of Canada against Hydro-Québec or SEBJ. In the event of an action in warranty by the government of Canada against Hydro-Québec or SEBJ, the Crees will participate in the response of the Hydro-Québec or SEBJ in such proceedings as the case may be by supporting the positions related to the limits of the action in warranty in consideration of the terms of the present Agreement. In the event of a condemnation consequent upon a judgment against Hydro-Québec or SEBJ as a result of a final judgment in the Coon Come #1 or #2 proceedings or in the Federal Court Coon Come proceedings (Grand Chief Matthew Coon Come et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C. T-962-89), the Cree parties undertake to indemnify Hydro-Québec or SEBJ to the extent of any such monetary award against Hydro-Québec or SEBJ as the case may be. However, any indemnification to Hydro-Québec or SEBJ hereunder shall in no case exceed the total amount of any monetary award in favour of the Cree parties in virtue of a final judgment in the Coon Come #1 or #2 proceedings or the Federal Court Coon Come proceedings (Grand Chief Matthew Coon Come et al. v. Her Majesty the Queen in Right of Canada et al., F.C.C. T-962-89) as the case may be. In the event of a direct condemnation against Hydro-Québec or SEBJ in favour of the Crees within the framework of such action in warranty by the government of Canada, the Crees will produce to the Court a declaration of satisfaction of such judgement in favor of Hydro-Québec or SEBJ as the case may be without pursing the execution of such judgement and in consideration of the present Agreement.

6.9             Hydro-Québec and the Cree parties shall settle the Aluminium contracts proceedings without costs as against each other.

6.10         The Cree parties to the Aluminium contracts proceedings and Hydro-Québec will offer a settlement without costs to the other parties to the Aluminium contracts proceedings.  The Aluminium contracts proceedings will be settled without costs to the Cree parties, to Hydro-Québec and to any other party to the Aluminium contracts proceedings accepting such settlement without costs.

6.11         Should any party to the Aluminium contracts proceedings refuse the proposed settlement without costs, the Cree parties to the Aluminium contracts proceedings and Hydro-Québec will jointly apply to the appropriate court to declare the proceedings to have been settled without costs to any of the parties to such proceedings.

6.12         Subject to the terms of this Agreement, the Cree parties to this Agreement undertake not to institute other legal proceedings in respect to the past implementation by Hydro-Québec and SEBJ of the JBNQA and of the HQ-Cree Agreements.  For the purposes hereof, the period comprising the past implementation of the JBNQA and of the HQ-Cree Agreements constitutes the period  prior to the date of the signature of this Agreement.

6.13         The provisions of this Agreement do not affect the rights and recourses of the Crees resulting from mercury arising from the development of the James Bay Territory by Hydro-Québec or SEBJ, nor does it affect rights and recourses arising from causes unknown at the time this Agreement is executed.

6.14         The parties undertake that within the sixty (60) days which follow the execution of the present Agreement, they will cause to be filed in the records of the Courts, the documents necessary to give effect to the measures contemplated by this Chapter. The documents to be so filed by the parties in regard to the Coon Come #1 proceedings and the Coon Come #2 proceedings shall be drafted in the following terms: “The Plaintiffs, and Defendants Hydro-Québec and SEBJ declare that the present proceedings have, without costs to any party, been settled as between themselves, without any admission by the Plaintiffs thereto, Hydro-Quebec and SEBJ, and without prejudice to their respective arguments and legal positions.”

CHAPTER 7 -- CREE—HYDRO-QUéBEC STANDING LIAISON COMMITTEE

7.1             The parties hereby create a Cree--Hydro-Québec Standing Liaison Committee made up of an equal number of representatives designated by the Cree Regional Authority and Hydro-Québec.

7.2             The Cree--Hydro-Québec Standing Liaison Committee comprises the representatives deemed useful by Hydro-Québec (of which at least one of President or Executive Vice-President rank) in order to adequately carry out the mandate of the Committee.  For at least the first three (3) years of its operations, the President of Hydro-Québec Production and the President and Chief Executive Officer of SEBJ shall be members of the Committee.

7.3             The Cree--Hydro-Québec Standing Liaison Committee also comprises the Chief Representative of the Crees with Hydro-Québec designated by the Cree Regional Authority as well as any other persons deemed useful by the Cree Regional Authority in order to adequately carry out the mandate of the Committee.

7.4             Normally, the representatives of each party at the Cree--Hydro-Québec Standing Liaison Committee will not exceed five (5) persons unless the representatives of the parties at this Committee agree otherwise. A representative on this Committee may be occasionally substituted when the circumstances so require. The parties shall inform each other mutually, in writing, of the name of their respective representatives at this Committee and, if appropriate, their substitutes.

7.5             The Cree--Hydro-Québec Standing Liaison Committee will meet regularly.

7.6             The Cree--Hydro-Québec Standing Liaison Committee will have the following principal mandates:

a)                 to act as a permanent forum of exchange and of coordination between the Crees and Hydro-Québec in order to strengthen economic and social relations between Hydro-Québec and the Crees;

b)                 to ensure the harmonious implementation of and efficient follow-up of this Agreement and to resolve other questions pertaining to the implementation of the JBNQA, the HQ-Cree Agreements and the New Relationship HQ-Cree Agreements;

c)                  to act as a privileged forum between the Crees and Hydro-Québec in order to find mutually acceptable solutions to disputes arising out of the interpretation or implementation of this Agreement, of the JBNQA, the HQ-Cree Agreements or of the New Relationship HQ-Cree Agreements 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 under the terms of this Agreement or which may be mutually agreed to by the representatives of the parties on the Committee.

7.7             The mandate of the Cree--Hydro-Québec Standing Liaison Committee is not to substitute itself for existing committees or forums provided for in the JBNQA, in the HQ-Cree Agreements, and in the New Relationship HQ-Cree Agreements, but rather to act as a mechanism to resolve major disputes which have not been otherwise resolved.

7.8             The representatives of the parties on the Cree--Hydro-Québec Standing Liaison Committee will attempt in good faith to find appropriate and mutually acceptable solutions in regard to any subject raised with the Committee and they will strive in good faith to ensure the implementation of such solutions by the parties.

7.9             Each party shall assume the remuneration and the travel costs of its own representatives on the Cree--Hydro-Québec Standing Liaison Committee.

CHAPTER 8 -- SETTLEMENT OF DISPUTES

8.1             Generally, the parties will endeavour to avoid recourse to the judicial system for the purposes of the interpretation and implementation of this Agreement as well as of the JBNQA, the HQ-Cree Agreements and the New Relationship HQ-Cree Agreements.  To this end, the parties agree to put in place a dispute resolution mechanism to ensure that recourse to courts or other forums only occurs as a last resort.

8.2             For the purposes of this dispute resolution mechanism, a dispute is defined as any controversy, claim or disagreement arising out of the interpretation or implementation of this Agreement, the JBNQA, the HQ-Cree Agreements or the New Relationship HQ-Cree Agreements and which is formally raised by any of the parties for these purposes.

8.3             The only parties authorized to bring disputes for resolution under the present dispute resolution mechanism are the GCC(EI), the CRA, Hydro-Québec and SEBJ.

8.4             The parties will endeavour in good faith to settle the dispute through cooperation and consultation in order to arrive at a mutually satisfactory solution.

8.5             Failing resolution by the parties themselves, the dispute shall be referred for resolution to the Cree-Hydro-Québec Standing Liaison Committee established pursuant to the provisions of chapter 7 of this Agreement.

8.6             Failing resolution by the Cree--Hydro-Québec Standing Liaison Committee, the dispute shall be referred to an independent and impartial third party for mediation as hereinafter set out:

a)                 the party wishing to submit the matter to mediation shall give to the other party a fifteen (15) day notice to that effect, identifying the matter to be submitted to mediation and the names of three (3) possible mediators;

b)                 the mediator shall be chosen jointly by the parties, and failing agreement, by a Judge of the Superior Court, upon application to the Court;

c)                  the parties shall each submit to the mediator their views on the issue in dispute;

d)                 the parties undertake that as a condition of the mediation process that prescription (if applicable) of any right, claim or matter which is the subject of the dispute shall be suspended until the mediator declares the mediation process to be at an end;

e)                 the mediation process and all proceedings in connection therewith shall be and will remain confidential;

f)                    mediation is a private procedure to be held in camera to which only those invited by a party, as agreed by the mediator, may attend;

g)                 the mediator and the representatives of the parties, as well as anyone having had access to any information during the course of the mediation process or because of such process, shall respect the confidentiality of such information and process;

h)                  neither the mediator nor the representatives of the parties may be called as witnesses concerning the mediation process or to produce documents pertaining thereto, be they arbitration, judicial or quasi-judicial proceedings, whether these proceedings are related or not to the object of the mediation process;

i)                    the parties undertake to respect the confidential character of the mediation process and not to use as evidence in any arbitral, judicial or quasi-judicial proceedings:

-     views expressed or suggestions made by a party as a possible solution to the dispute;

-     admissions made by a party during the mediation process;

-     the fact that a party may have indicated a willingness to accept a settlement proposal suggested by the mediator or another party;

-     proposals set forth by the mediator;

j)                    the mediator shall not issue a Report or make any recommendations if any of the parties to the mediation process objects;

k)                  any party may request, after written notice of at least fifteen (15) days to the mediator and the other party, that the mediator terminate the mediation process when there are reasonable and probable grounds to believe that, despite the best efforts of the parties acting in good faith, no settlement is likely to be reached in the dispute through mediation.

8.7             At any time during the course of the mediation process, the parties may agree to grant to the mediator the powers, authority and jurisdiction of an arbitrator, including those of an amiable compositeur, the whole within the meaning, and as set out in the Civil Code of Québec and the Code of Civil Procedure of Québec.

8.8             Each party will assume its expenses related to the mediation and half the expenses and fees of the mediator.

CHAPTER 9 -- FINAL PROVISIONS

9.1             The preamble and the Schedule of this Agreement form an integral part thereof.

9.2             This Agreement may be amended with the written consent of Hydro-Québec, SEBJ, the GCC(EI) and the CRA.

9.3             This Agreement is binding on the parties and their successors.

9.4             This Agreement is drafted and executed in both the French and English languages.

9.5             All obligations and undertakings of Hydro-Québec or of SEBJ stipulated in this Agreement shall be joint and severable obligations and undertakings.

9.6             The amounts referred to in this Agreement payable to the Recipient of the Fund shall be exclusive of any taxes, should such taxes apply.

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

9.8             This Agreement shall come into force on the date of its signature by all the Parties and shall remain in force as long as Le Complexe La Grande (1975) is in operation.

IN WITNESS THEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY SIGNED ON THE DATE AND AT THE PLACE HEREIN BELOW INDICATED.

Signed at ____________ (Québec), this ___ day of ________ 2004.

The GRAND COUNCIL OF THE CREES (EEYOU ISTCHEE)

by: _______________________________

       Dr. Ted Moses, O.Q.

       Grand Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The CREE REGIONAL AUTHORITY

by: _______________________________

       Mr. Paul Gull

       Vice-Chairman

Signed at ____________ (Québec), this ___ day of ________ 2004.

HYDRO-QUÉBEC

by: _______________________________

       Mr. André Caillé

       President and Chief Executive Officer

Signed at ____________ (Québec), this ___ day of ________ 2004.

The SOCIÉTÉ D’ÉNERGIE DE LA BAIE JAMES

by: _______________________________

       Mr. Richard Cacchione

       President and Chief Executive Officer

Signed at ____________ (Québec), this ___ day of ________ 2004.

The CREE NATION OF CHISASIBI

by: _______________________________

       Mr. Abraham Rupert, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The EASTMAIN BAND

by: _______________________________

       Mr. Edward Gilpin, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The CREE NATION OF MISTISSINI

by: _______________________________

       Mr. John Longchap, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The CREE NATION OF NEMASKA

by: _______________________________

       Mr. Josie Jimiken, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

THE CREES OF THE WASKAGANISH FIRST NATION

by: _______________________________

       Mr. Robert Weistche, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The WASWANIPI BAND

by: _______________________________

       Mr. Robert Kitchen, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The CREE NATION OF WEMINDJI

by: _______________________________

       Mr. Reggie Mark, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The WHAPMAGOOSTUI FIRST NATION

by: _______________________________

       Mr. David Masty, Chief

Signed at ____________ (Québec), this ___ day of ________ 2004.

The CREES OF OUJÉ-BOUGOUMOU

by: _______________________________

       Mr. Sam Bosum, traditional Chief

The Ministre délégué aux Affaires intergouvernementales canadiennes et aux Affaires autochtones has signed this Agreement on the date and at the place herein indicated.

Signed at ____________(Québec), this ___ day of ________ 2004.

___________________________

Benoît Pelletier


Schedule A

The Hydro-Québec and Eeyou Fund may be used by the Recipient of the Fund, or by a Cree Band or Cree Entity designated by the Recipient of the Fund, for the following purposes:

a)        Remedial and mitigation measures, works and programs of benefit to the Crees such as those contemplated in Schedule 4 of Section 8 of the JBNQA and in Schedules C, D and E of the Opimiscow Agreement;

b)        Measures, works and programs to facilitate the continuation by the Crees of traditional activities, to alleviate the impacts on the Crees of the construction and operation of Le Complexe La Grande (1975), to further the use by the Crees of the areas affected by Le Complexe La Grande (1975), to favour the biological and visual quality and the productivity of such areas, and to assist in the regeneration of wildlife habitats therein;

c)        Measures, works and programs to preserve and record traditional Cree knowledge and to maintain such knowledge, and to develop and enhance the Cree culture;

d)        Training for Crees in order to access employment and contract opportunities resulting from the operation of Le Complexe La Grande (1975), including tuition fees, room and board, training stipends, and partial reimbursement of wages to contractors for on-the-job training incentives in contracts representing not more than forty percent (40%) of the gross hourly rate paid to them;

e)        Measures, works and programs to address the social and psychological impacts on the Crees resulting from the construction and operation of Le Complexe La Grande (1975) and particularly those resulting from the move of the Chisasibi Band members from Fort George to Chisasibi;

f)          In light of the move of the Chisasibi Band members from Fort George to Chisasibi in order to facilitate Le Complexe La Grande (1975), for the maintenance, repair, replacement or expansion of water intake and treatment systems, sewage systems and other public utilities, roads, parks, public buildings and community facilities in Chisasibi, as well as for housing for community members in Chisasibi;

g)        Measures, works and programs to encourage good relations between the Crees and Hydro-Québec and other inhabitants of the James Bay territory;

h)        For administration and management purposes by the Recipient of the Fund insofar as the total amount devoted to such purpose does not exceed 5% of the annual contribution of Hydro-Québec to the Fund;

i)          For any other purpose agreed to from time to time by Hydro-Québec and the CRA.

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