Agreement Respecting the Implementation of the James Bay and Northern Quebec Agreement Between Her Majesty the Queen in Right of Canada and Makivik Corporation

1. Definitions:

1.1. "JBNQA": The James Bay and Northern Quebec Agreement entered into on November 11, 1975, as amended from time to time in accordance with paragraph 2.15 thereof;

2. Policy:

Canada agrees to assist aboriginal people, defined for the present purposes to be beneficiaries pursuant to the JBNQA, seeking employment in the federal Public Service within the JBNQA Territory. This will be done by developing and establishing Memoranda of Understanding between the Treasury Board as employer and federal government departments and agencies who have operations in the area mentioned above:

2.1. To include employment targets which reflect the work force availability of qualified aboriginal people in the area mentioned above.

2.2. To include measures to identify federal Public Service employment opportunities and to advertise vacancies to aboriginal communities in the area mentioned above. Wherever possible, this would include anticipated vacancies, to allow adequate time for the training and development of potential employees. This would be done through and in cooperation with the Kativik Regional Government.

2.3. To include measures that will promote an understanding of and access to the workplace by aboriginal people and support for job applicants, such as:

1. selection boards will include whenever and wherever reasonably possible, aboriginal individuals for selection interviews for positions in the area mentioned above;
2. summer jobs for aboriginal students, to provide orientation to the workplace and to allow students an opportunity to view/sample various trade and technical careers which may stimulate an interest in studies leading to employment in one of the areas;
3. departmental participation in career awareness activities at local schools in cooperation with the Kativik Regional Government and the Kativik School Board; and,
4. departmental participation in school work-term orientation of short duration.

2.4. To provide for appropriate training, skill development and upgrading courses so as to provide aboriginal employees with opportunities for advancement and promotion within the federal Public Service.

2.5. To staff positions according to the minimum requirements as defined in the selection standards so that aboriginal people have a reasonable opportunity of being hired. Skills related to the language or culture of aboriginal people will be taken into due consideration in the evaluation of candidates, in relation to the job requirements.

3. Monitoring and Reporting:

3.1. The Treasury Board Secretariat will monitor targets set by departments and propose adjustments, if necessary, to ensure the representation reflects, at least, aboriginal workforce availability for the area.

3.2. The implementation of this Policy shall be carried out within six (6) months of the Order in Council approving this Agreement.

1. Objective:

1.1. The objective of this policy is the continued implementation of the contract priority provisions of the James Bay and Northern Quebec Agreement (JBNQA) in relation to all contracts created by projects initiated or conducted

1.2. In addition to fulfilling its obligations under the JBNQA, Canada recognizes that public sector policies and directives, which have the effect of determining the manner In which goods, services and supplies are purchased by Canada under contractual arrangements with firms and individuals in the private sector, constitute an important consideration in the development of strategies In support of the growth, diversification and stabilization of the economy of the Inuit communities of the Territory.

2. Policy:

2.1. To achieve the above mentioned objectives, Canada shall, in accordance with the Government Contracts Regulations and Government contracting policy, take all reasonable measures to encourage Inuit participation with respect to contracts awarded by Canada in the Territory.

2.2. Canada shall develop, implement and maintain this policy In consultation with Makivik Corporation, and shall implement the policy through the required measures.

2.3. The policy and implementing measures shall be carried out in a manner that recognizes the developing nature of the economy and labour force of the Territory.

2.4. The policies and implementing measures shall, to the greatest extent possible, be designed to achieve the following objectives:

1. increased participation by Inuit firms in business opportunities in the economy of the Territory;
2. enhancement of the ability of Inuit firms to compete for and obtain government contracts;
3. the awarding of a fair share of government contracts In the Territory to qualified Inuit firms; and,
4. employment of Inuit at a representative level in the workforce of the Territory.

3. Definitions:

3.1. "Bid Invitation": means to call publicly for bids;

3.2. "Bid Solicitation": means to request bids from a limited number of businesses based on some form of prequalification or selection criteria;

3.3. "Canada": means the Government of Canada, which shall be deemed to Include all departments and departmental corporations listed In Schedules I and II, Part I of the Financial Administration Act, Chapter F 11;

3.4. "Government Contract": means any procurement contract between Canada and a party other than Canada, and includes:

1. contracts for the supply of goods;
2. construction contracts;
3. contracts for the supply of services; and,
4. leases taken by Canada.

3.5. "Inuit": means beneficiaries pursuant to paragraphs 3.2.4, 3.2.5 and 3.2.6 of the JBNQA;

3.6. "Inuit firm": means an entity which complies with the legal requirements to carry on business in Northern Quebec, and which:

1. is a limited company with, In the case of a share-capital company, at least 51% of the company's voting shares beneficially owned by one or more Inuit, or with, In the case of a non-share capital company, at least 51% of the voting members being Inuit, or which is a subsidiary of such limited company with at least 51% of the subsidiary's voting shares owned by such company;
2. is a cooperative controlled by Inuit; or
3. is a sole proprietorship owned by Inuit; or a partnership, joint venture or consortium, at least 50% of which is owned by Inuit.

3.7. "JBNQA": The James Bay and Northern Quebec Agreement entered into on November 11, 1975, as amended from time to time in accordance with paragraph 2.15 thereof;

3.8. "JBIO": The JBNQA Implementation Negotiations Office established pursuant to Cabinet decisions, dated June 26, 1986 and March 24, 1988, for purposes of the JBNQA Implementation Negotiations, until the Office contemplated by paragraph 4.2 of this Agreement becomes operational and, thereafter, the said Office;

3.9. "Makivik": Makivik Corporation, the corporation established by the Act to establish the Makivik Corporation (R.S.Q., ch. S-18.1), and constituted as the Inuit Native Party for purposes of the JBNQA pursuant to paragraph 1.11 thereof;

3.10. "Representative means a level of Inuit employment in level of Northern Quebec that reflects the ratio of employment": Inuit to the total population of the Territory;

3.11. "Territory": means the area in the province of Quebec north of the 55th parallel of latitude, as delineated in the JBNQA.

4. List of Inuit Firms:

4.1. Makivik shall prepare and maintain a comprehensive list of Inuit firms, which will include information on the goods and services those firms would be in a position to furnish in relation to actual or potential government contracts. Makivik shall undertake the necessary measures to ensure that this data is maintained and updated on a continuous basis.

4.2. Makivik shall ensure that the List of Inuit Firms is provided to the federal government departments and agencies active in the Territory.

4.3. The List of Inuit Firms shall be used by Canada for purposes of requesting Inuit firms to participate in solicited bidding, but shall not restrict the ability of any Inuit firm to tender bids for government contracts, in accordance with the Bid Invitation process, outlined in Section 9 below.

5. Contracting Procedures:

5.1. Canada shall, upon the request of Makivik, provide reasonable assistance in familiarizing Inuit firms with the contracting procedures of Canada.

6. Planning of Government Contracts:

6.1. In the planning stage of government contracts for the provision of goods, services, construction, or leases in the Territory, Canada shall undertake all reasonable measures to provide opportunities to qualified Inuit firms to compete for and obtain such government contracts. These measures will include, but are not necessarily limited to:

1. setting the date, location, and terms and conditions for bidding so that Inuit firms may readily bid;
2. inviting bids by commodity groupings to permit smaller and more specialized Inuit firms to bid;
3. permitting bids for goods and services for a specified portion of a larger contract package to permit smaller and more specialized Inuit firms to bid;
4. designing construction contracts in a way so as to increase the opportunity for smaller and more specialized Inuit firms to bid; and,
5. avoiding artificially inflated employment skill requirements not essential to the fulfilment of the contract.

7. Bid Evaluation Criteria:

7.1. Whenever practicable and consistent with sound procurement management, all of the following criteria, or as many as may be appropriate with respect to any particular government contract, shall be included in the bid evaluation criteria established by Canada for the awarding of government contracts In the Territory:

1. the contribution by Inuit in carrying out the contract, which will include, but shall not be limited to, the employment of Inuit labour, the engagement of Inuit professional services or the use of Inuit suppliers;
2. the existence or creation of permanent head offices, administrative offices or other facilities in the Territory; and,
3. the undertaking of commitments, under the contract, with respect to onthe- job training or skills development for the Inuit.

8. Bid Solicitation:

8.1. Wherever practicable and consistent with sound procurement management, Canada will first solicit bids from within the Territory.

8.2. Where Canada intends to solicit bids for government contracts in the Territory, Canada will make all possible attempts to award contracts to qualified Inuit firms. To this end, contracts to be awarded in the Territory shall take into account the measures outlined in Section 6 above.

8.3. Where Canada intends to solicit bids for government contracts In the Territory, Canada shall take all reasonable measures to determine if there are Inuit firms qualified to perform government contracts. This determination will usually be made by way of reference to the List of Inuit Firms referred to In paragraph 4.1 above.

8.4. Where it is determined that there is a single firm within the Territory qualified to perform a government contract, Canada will solicit that firm to submit a bid for the government contract. The contract may be awarded upon negotiation of acceptable terms and conditions.

8.5. Where Canada intends to solicit bids from more than one qualified firm within the Territory, Canada shall take all reasonable measures to determine if there are Inuit firms qualified to perform the government contract, and shall solicit bids from those Inuit firms. This determination will usually be made by way of reference to the List of Inuit Firms, referred to in paragraph 4.1 above. The contract, if awarded, shall take into account the Bid Evaluation Criteria, contained in paragraph 7.1 above.

8.6. Where a contract has been awarded In accordance with the provisions of paragraphs 8.4 or 8.5 above, it is the responsibility of the contracting authority to ensure that the contract document contains appropriate terms and conditions to make certain that sub-contractors to the contractor are also subject to the intent and the specific provisions of the contract.

9. Bid Invitation:

9.1. Wherever practicable, and consistent with sound procurement management, Canada will first invite bids from within the Territory.

9.2. Where Canada intends to invite bids for government contracts to be performed in the Territory, Canada shall take all reasonable measures to inform Inuit firms of such bids, and to provide Inuit firms with a fair and reasonable opportunity to submit bids. These measures will include the measures outlined in Section 6, above.

9.3. Where Canada intends to invite bids for government contracts to be performed in the Territory, the Bid Invitation process shall take into account the Bid Evaluation Criteria referred to In Section 7 above.

9.4. Where a contract has been awarded In accordance with the provisions of paragraph 9.3 above, it is the responsibility of the contracting authority to ensure that the contract document contains appropriate terms and conditions to make certain that sub-contractors to the contractor are also subject to the Intent and the specific provisions of the contract.

10. Monitoring and Reporting:

10.1. The JBIO, In cooperation with Makivik, shall take the necessary measures to monitor and report on the implementation of the government policy contained herein.

10.2. In the event of any disagreement regarding the interpretation of the Agreement contained herein, the parties to the disagreement shall, in the first instance, refer said disagreement to the JBIO for resolution. Resolution may, but shall not necessarily, Include reference of said disagreement to the Dispute Resolution Mechanism established between Canada and Makivik under this Agreement.

10.3. Canada, through the JBIO, in cooperation with Makivik, shall use its best efforts to obtain from those federal Crown corporations not contemplated by the definition of "Canada", cited above, which are active In the Territory, their accession to this policy.

1. Definitions:

1.1. "Agreement": The Agreement Respecting the Implementation of the James Bay and Northern Quebec Agreement of which this Annex forms an integral part;

1.2. "CAED Strategy": Canadian Aboriginal Economic Development Strategy;

1.3. "Current Contribution Agreement": Signed between KIF & Her Majesty the Queen in Right of Canada as represented by the Minister of Regional Industrial Expansion, dated February 22, 1989;

1.4. "Inuit Negotiator": The person appointed by Makivik on March 8, 1988 to represent the Inuit of Quebec for purposes of the JBNQA Implementation Negotiations, or his successor;

1.5. "Inuit" or "Inuit of Quebec": The Inuit beneficiaries as defined under Section 3 of the JBNQA;

1.6. "ISTC": Department of Industry, Science and Technology;

1.7. "JBIO": The JBNQA Implementation Negotiations Office established pursuant to Cabinet Decisions, dated June 26, 1986 and March 24, 1988, for purposes of the JBNQA Implementation Negotiations, until the Office contemplated by paragraph 4.2 of this Agreement becomes operational and, thereafter, the said Office;

1.8. "JBNQA": The James Bay and Northern Quebec Agreement, entered into on November 11, 1975, as amended from time to time in accordance with paragraph 2.15 thereof;

1.9. "Kativik Region": The territory in Northern Quebec under the administrative jurisdiction of the KRG;

1.10. "KRG": Kativik Regional Government, established pursuant to Section 13 of the JBNQA;

1.11. "KIF": Kativik Investment Fund, a corporation duly incorporated pursuant to the federal laws of Canada;

1.12. "KRDC": Kativik Regional Development Council, established pursuant to subsection 23.6 of the JBNQA;

1.13. "Makivik": Makivik Corporation, the corporation established by the Ad to establish the Makivik Corporation (R.S.Q., ch. S-18.1), and constituted as the Inuit Native Party for purposes of the JBNQA pursuant to paragraph 1.11 thereof.

2. Agreement-in-Principle with ISTC

2.1. Program Delivery by KRDC

2.1.1. ISTC and KRDC agree to undertake the immediate development of terms and conditions for a contractual agreement under which:

1. KRDC will assist ISTC in the delivery of certain designated ISTC services related to the Business Development and Joint Venture Program of the CAED Strategy in consideration for monetary payments to be provided to KRDC by ISTC as per paragraph 2.1.3 below;
2. KRDC performance shall be measured against a jointlydeveloped set of performance criteria which take into account KRDC's existing capacity and structure and the local and regional factors applicable in the Kativik Region served by KRDC (i.e., remoteness, size of territory, population, number of communities, limitations of transportation and communication links, etc.); and
3. KRDCC shall progressively increase its scope of work and level of responsibility regarding its activities referred to in paragraph (a) above, based on a periodic evaluation of KRDC's performance by ISTC.

2.1.2. ISTC and KRDC shall agree upon a list of initial designated services which shall include (i) the promotion of ISTC programs, (ii) assistance to ISTC program applicants in developing proposals, (iii) the pre-analysis of projects prior to submission to ISTC, and (iv) the follow-up and monitoring of approved projects.

2.1.3. ISTC and KRDC shall enter into a contractual agreement to implement the foregoing, the terms and conditions of which shall include provisions, inter alia, for the following:

1. a term of three years, subject to an annual evaluation of satisfactory performance measured against the jointly-developed objectives and criteria referred to in 2.1.1 (b);
2. the payments referred to in 2.1.1 (a), including a level of funding sufficient to meet all reasonable costs to KRDC for the provision of the designated services by one person;
3. ISTC to supply training for the person providing the designated services re standard ISTC procedures and requirements of the business Development Program. Also, ISTC to pay for all reasonable expenses associated therewith including travel and lodging during visitation to ISTC's regional office required by that person for such purposes; and
4. the coming into force of such contractual agreement no later than three months after the coming into force of the Agreement.

2.1.4. ISTC and KRDC intend and have as an objective that, after a period of at least three (3) years and not more than five (5) years, ISTC shall increase KRDC's level of responsibility for assuming the delivery and administration of ISTC's designated contribution programs aimed at the support, development and financing of native businesses for the Kativik Region. Any such increase in the level of responsibility to be assumed by KRDC shall be beyond the level already reached by KRDC in the third year of the contractual agreement envisaged and shall be subject to applicable existing ISTC policy and administrative constraints as well as acceptable performance by KRDC in its handling of the responsibilities so assumed.

2.2. Expansion of KIF Activities and KIF Funding

ISTC guarantees KIF priority access to additional capital funding to allow it to meet market demand for the services offered to native entrepreneurs In the Kativik Region over a period of five years, by means of two separate increases, to be based on market demand projections for two consecutive 30 month periods, in the manner and on the conditions set out below.

2.2.1. ISTC will finance the cost of two third-party feasibility studies that will each:

1. have as an objective a market analysis and a measurement of the demand by the Inuit business community in the Kativik Region, over a 30-month period, for:
   1. the financial services offered by KIF as defined by the current Contribution Agreement between KIF & ISTC and the then current Policy and Procedures Manual developed by KIF and approved by ISTC; and
   2. as a separate category, commercial loans that exceed the current maximum loan size specified in the then current Policy and Procedures Manual but are otherwise contemplated thereby;
2. have as a further objective the measurement of the incremental capital requirement needed by KIF to meet the above-measured demand over the two consecutive 30-month periods based on the following assumptions:
   1. the maintenance of KIF's role and objectives as defined by the then current Policy and Procedures Manual approved by ISTC;
   2. the maintenance of the relative market shares being held by KIF and other commercial and governmental lending and loan guarantee institutions or programs;
   3. the amount of KIF's outstanding loans for annual inventory resupply purposes (sealift loans) shall not at any time subsequent to full disbursement of all contributions under the existing Contribution Agreement, except with ISTC's consent, exceed 50% of the capital disbursed to KIF;
   4. the general loan limits applicable to KIF's current operations are to remain in effect until such time as the total capital disbursed to KIF by ISTC will have reached five million dollars. Once this threshold has been reached, these general loan limits will rise to $150,000 for private businesses and $300,000 for community-owned businesses except as may otherwise be agreed upon as provided for in (v) below;
   5. participation by KIF in financing of larger projects up to the loan limits specified in (iv) above, as well as beyond those limits on an exceptions basis with ISTC consent. For these large projects, ISTC agrees, in addition to the foregoing, to facilitate financing through its loan insurance and guarantee programs as well as any other programs as may be applicable.
3. review and evaluate KIF's operating performance in the management of direct loans under its then current ISTC Contribution Agreement including but not limited to acceptable arrears and loss rates, operating cost ratios, asset quality tests, management capacity and cost effective service delivery; and
4. identify ways and means to increase and diversify the financial services offered by KIF in Northern Quebec.

2.2.2. ISTC shall finance the entire cost of the two studies within the Terms and Conditions of the Aboriginal Capital Corporation Program by means of nonrepayable contributions, the total of which shall not exceed the lesser of:

1. 100% of the cost of engaging a qualified consultant; and
2. $250,000.

2.2.3. The first study shall commence on a date mutually agreed between ISTC and KIF but, in any event, not before August 1, 1990, nor later than January 1, 1991. The second study shall commence six months prior to the projected commencement date of the second 30 month period.

2.2.4. ISTC and KIF shall jointly develop the terms of reference for the studies, which shall be consistent with the terms and conditions governing the Aboriginal Capital Corporation Program. KIF shall propose a qualified consultant, the choice of which shall be subject to the approval of ISTC, which approval shall not be unreasonably withheld.

2.2.5. The terms of reference of the studies shall provide for the completion and the tabling of the consultant's report for each 30 month period with respect to the items specified in 2.2.1 (a), (b) and (c), within ninety (90) days of the commencement of each of the studies, following which ISTC together with KIF, shall review the consultant's report with respect to market demand, shall examine the additional capital requirements for KIF and shall identify solution(s) for funding same, consistent with the Terms and Conditions of the Aboriginal Capital Corporation Program.

Additionally, ISTC, together with KIF, shall review the evaluation of KIF's operating performance to date and, in the event that KIF's performance is found to be materially wanting compared to that of a representative group of Aboriginal Capital Corporations meeting adequate performance standards, identify with KIF a plan of action, the implementation of which by KIF, shall render it in conformity with reasonable operating performance criteria.

2.2.6. Within three (3) months of the completion of each of the two (2) feasibility studies, or as the case may be, following satisfactory implementation of the plan of action agreed to and referred to above in 2.2.5, ISTC shall submit a proposal for funding the capital needs of KIF for a 30 month period to the National Aboriginal Economic Development Board for decision on a priority basis.

The proposals will, in each case, be submitted to the Board after full efforts to reach consensus with KIF. The proposals will be based on the consultant's report which must accurately reflect the assumptions of the study.

If KIF and ISTC cannot reach consensus on recapitalization, the matter will be referred to mediation under the Dispute Resolution Mechanism, on the understanding that the mediator chosen will have a relevant economic background.

If KIF and ISTC cannot reach consensus after mediation, ISTC will submit their recommended proposal to the National Aboriginal Economic Development Board along with KIF's position and that of the mediator.

This proposal will substantially reflect the consultant's recommendations, provided that both KIF and ISTC are satisfied that the report reflects the jointly developed terms of reference, that the data base is accurate, that the methodology is acceptable, that the cash requirement calculations are in agreement with ISTC models, these models to be made available to the consultant by ISTC prior to the commencement of the study, and that it represents a thorough assessment of market needs for the Kativik Region.

Upon confirmation by the Board that the proposal is in conformity with the objectives and the terms and conditions of the Aboriginal Capital Corporation Program, ISTC shall approve funding requirements to meet KIF's incremental capital needs for a 30 month period in the form of:

1. additional capital for KIF's loan fund; and/or,
2. if KIF so desires and policies and procedures to that effect have been developed and approved by ISTC, capital for a loan guarantee fund as referred to in 2.3.2.

The funds so approved for the first period will be the object of a new Contribution Agreement which will bind KIF to the policies set out in 2.2.1. (b) (iii) and (iv) and, for the second period, an amendment to the then existing Agreement, and will be disbursed to KIF in a manner consistent with the conditions of the Aboriginal Capital Corporation Program and the existing Contribution Agreement (February 22, 1989) between ISTC and KIF, i.e. cash advances for 6-month periods based on justification of the prior advance, demonstrated loan demand and demonstrated requirement of capital to meet such demand.

2.2.7. The contribution to the capital base of KIF will be non-repayable up to a level of $10 million, including the portion under the current Contribution Agreement. Contributions above this amount will be subject to such ISTC repayment policy as may be in effect at that time, but, in any case, will only apply to contributions that increase KIF's capital beyond the level required for self-sufficient operation. Any repayment obligations arising hereunder shall be interest free and will be based on a percentage, to be determined, of net annual operating profits taking into account provisions for loan losses.

2.2.8. With respect to the existing Contribution Agreement between ISTC and KIF:

1. ISTC shall reprofile the current disbursement schedule and accelerate payments as needed to allow KIF to meet demonstrated loan demand in a manner consistent with standard contribution agreement conditions for draw-downs including evaluation of performance;
2. ISTC reserves the right to withhold from acceleration 20% of the capitalization budget of the current Contribution Agreement until two months after the commencement of the feasibility study.
3. ISTC shall apply the necessary resources to carry out follow-up and performance monitoring of KIF so that its evaluation process shall be expedited and the aforesaid reprofiling and disbursement shall be facilitated.

2.2.9. For both the first and second 30-month period and in the event that it becomes apparent that:

1. the consultant's report referred to in paragraph 2.2.5 will not be completed to the satisfaction of ISTC and KIF within four (4) months of the commencement of the study, or the approval of the additional capital for KIF will not be effected within six months of the commencement of the study, and
2. as a result of reprofiling, KIF will have drawn down all its allowable capital as provided for under the existing Contribution Agreement, and
3. KIF will be unable to meet the demand for direct loans at any time following six months after the beginning of the study,

ISTC shall recommend to the Minister and approve provision for such additional capital as may be required by KIF to meet demonstrated loan demand on an interim basis for a one-year period. Any initial disbursement under this provision shall not be made earlier than six months following the commencement of the study. This provision is also subject to demonstration by KIF to ISTC of satisfactory operating performance, management capability and market demand.

Any additional capital disbursed to KIF under these provisions and beyond that as provided for in the current Contribution Agreement shall be regarded as part of funding the additional capital requirements of KIF for the appropriate 30-month period referred to in paragraph 2.2.6.

2.3. Development of Local Business Financing Capacity

2.3.1. Within the context of the Inuit of Quebec efforts to encourage the development of financial service outlets in the Northern Quebec communities, ISTC shall fund through existing programs on a cost-shared basis (50-50%) with KIF studies and consultations for the development of a local and/or regional financial institution that will mobilize local and/or regional savings to assist in local business development, with one objective being to enable KIF to diversify its activities. ISTC's share of funding such costs shall be by way of a non-repayable contribution provided that the costs are in conformity with the Aboriginal Capital Corporation Program criteria. Maximum total costs of such study eligible for ISTC assistance on a cost shared basis shall not exceed $200,000.

2.3.2. It is understood that ISTC cannot directly fund the capital base of a conventional financial institution. With, a view, however, to reinforcing and supplementing such local or regional financial institution's commercial lending ability, ISTC will approve an application by KIF to restructure the KIF loan fund to include loan guarantee activity subject to fulfillment of the Terms and Conditions of the Aboriginal Capital Corporation Program.

2.3.3. Conditional on the successful implementation of such a local or regional financial institution in Kuujjuaq, Quebec, ISTC shall give priority consideration to a request for funding additional studies and consultations for the development of a full network within Northern Quebec on the same terms.

3. Access to Programs Not Contracted out to KRDC:

3.1 It is understood that the Inuit of Quebec and Inuit proponents continue to be eligible for and have a right of access to applicable federal economic development programs and other ISTC programs not contracted out to KRDC as contemplated in paragraph 2.1.3. of this Annex.

4. Implementation:

4.1. ISTC, KRDC and KIF shall submit the drafts of the contractual agreement contemplated in paragraph 2.1.3, the terms of reference for the studies contemplated in paragraph 2.2.1 and the proposals and Contribution Agreement and amendment thereto respecting the funding contemplated in paragraph 2.2.6 to the JBIO and the Inuit Negotiator for their respective approval.

4.2. The JBIO shall oversee the implementation of Part I of this Annex upon the coming into force of this Agreement. Such implementation shall be carried out within the time frames contemplated herein.

1. Definitions:

1.1. "CAED Strategy": Canadian Aboriginal Economic Development Strategy;

1.2. "DIAND": Department of Indian Affairs and Northern Development;

1.3. "JBIO": The JBNQA Implementation Negotiations Office established pursuant to Cabinet decisions, dated June 26, 1986 and March 24, 1988, for purposes of the JBNQA Implementation Negotiations, until the Office contemplated by paragraph 4.2 of this Agreement becomes operational and, thereafter, the said Office;

1.4. "Inuit" or "Inuit of Quebec": The Inuit beneficiaries as defined under Section 3 of the JBNQA;

1.5. "Inuit Negotiator": The person appointed by Makivik on March 8, 1988 to represent the Inuit of Quebec for purposes of the JBNQA Implementation Negotiations, or his successor;

1.6. "Ilivvik": Ilivvik Inc., a corporation duly incorporated pursuant to the laws of Canada;

1.7. "JBNQA": The James Bay and Northern Quebec Agreement, entered into on November 11, 1975, as amended from time to time in accordance with paragraph 2.15 thereof;

1.8. "Kativik Region": The territory in Northern Quebec under the administrative jurisdiction of the KRG;

1.9. "KRDC": Kativik Regional Development Council, established pursuant to subsection 23.6 of the JBNQA;

1.10. "KRG": Kativik Regional Government established pursuant to Section 13 of the JBNQA.

2. Agreement-in-principle:

2.1. Program Delivery by CAED and Ilivvik:

2.1.1. Canada agrees that DIAND undertake, together with KRDC and Ilivvik, the immediate development of a contractual agreement under which KRDC and Ilivvik shall respectively deliver the DIAND economic development programs currently available in the Kativik Region, as described and in accordance with the general conditions set forth below.

2.1.2. In relation to the community economic planning and development component of the CAED Strategy and in consideration for the monetary payments to be provided to KRDC by DIAND in accordance with paragraphs 2.1.5 and 2.1.6 below, KRDC shall be the Inuit community economic planning and development organization on behalf of DIAND for, inter alia, the following services:

1. Community Economic and Employment Planning Services
   • planning;
   • advising;
   • accessing; and,
   • support services.
2. Business Development Services
   • extension and advisory services;
   • planning, brokerage;
   • research and analysis;
   • marketing, promotion, trade fairs;
   • training, seminars, workshops;
   • feasibility plans;
   • equity assistance;
   • repayable and non-repayable contributions to third parties; and,
   • support services.

2.1.3. In relation to the community economic planning and development component of the CAED Strategy and in consideration for the monetary payments to be provided to Ilivvik by DIAND in accordance with paragraphs 2.1.5 and 2.1.6 below, Ilivvik shall be the Inuit community economic planning and development organization on behalf of DIAND for the provision and/or financing of, inter alia, the following services:

1. Employment Services
   • counselling;
   • planning;
   • repayable and non-repayable contributions to third parties; and,
   • support services.

2.1.4. The agreements between DIAND/KRDC and DIAND/Ilivvik shall be for a term of four (4) years subject to annual evaluation of satisfactory performance measured against jointly-developed objectives and criteria as set forth in the said agreements. These agreements shall be entered into within sixty (60) days of the execution of this Agreement.

2.1.5. Funding for the first year of the agreements (fiscal year 1990-1991) for delivery of the aforesaid services shall be established in accordance with DIAND'S native population-based allocation formula used for this purpose, shall be subject to KRDC and Ilivvik furnishing operating plans approved by DIAND, and shall be not less than $1,100,000.

2.1.6. Funding for each of the subsequent three (3) years shall be normally not less than that provided in the first year and shall incorporate underlying DIAND economic development program expenditure escalations, if any, for the programs and services contemplated by these agreements, subject, however, to the following conditions:

1. that such funding, including escalation increases, if any, is supported by operating plans submitted respectively by KRDC and Ilivvik and approved by DIAND;
2. that decreases may result from a decrease: either, i) in the percentage that the projected Inuit population of the Kativik Region represents of the total Inuit and Indian population for the Quebec Region; or, ii) in the percentage that the total Indian and Inuit population for the Quebec Region represents of the overall Indian and Inuit population in Canada; and,
3. that a decrease, other than a decrease as a result of 2.1.6 (b), may result from any decrease in the national DIAND program funding for economic development and employment flowed down to the Québec Region.

2.1.7. The agreements shall include a provision that they may, prior to expiry, be renewed for a further term, the duration to be then determined, on such terms and conditions as the parties may then agree, subject, however, to the continuation of the underlying federal programs and services contemplated by these agreements or of the programs or services in replacement or substitution thereof.

2.1.8. The amount of $1,100,000 for fiscal year 1990-1991 comprises funding for both the KRDC and Ilivvik agreements; out of the aforesaid amount, Ilivvik shall receive $449,000, with KRDC receiving the balance thereof.

3. Access To Programs Not Devolved To KRDC Or Ilivvik:

3.1. It is understood that the Inuit of Quebec and Inuit proponents in the Kativik Region continue to be eligible for and have a right of access to applicable federal economic development programs and to other DIAND programs and program elements not devolved to KRDC or Ilivvik by way of the agreements referred to in Part II of this Annex.

4. Implementation:

4.1. KRDC, Ilivvik and DIAND shall submit the drafts of the contractual agreements contemplated in paragraph 2.1.4 to the Inuit Negotiator and the JBIO for their respective approvals.

4.2. The JBIO shall oversee the implementation of Part II of this Annex. Such implementation shall be carried out within the time frames mentioned herein.

Amending Agreement No. 1 to Agreement Respecting the Implementation of the James Bay and Northern Quebec Agreement Between Her Majesty the Queen in Right of Canada and Makivik Corporation

[SUBJECT: SHORT TITLE FOR AGREEMENT]

AMENDING AGREEMENT NO. 1, dated this _____ day of ____________ , 1992.

WITNESS:

1. WHEREAS the Parties wish to amend the Agreement Respecting the Implementation of the James Bay and Northern Quebec Agreement Between Her Majesty the Queen In Right of Canada and Makivik Corporation in the manner set forth below; and
2. WHEREAS the Parties agree that it would be more convenient to refer to this Agreement by way of a short title.

NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS

Section 1 is amended by adding the following definition:

1.15. "JBNQA Implementation Agreement. (1990)": the present Agreement.

2. This Amending Agreement No. 1 is entered into pursuant to and in conformity with Section 16 (Amendments) and shall come into force on the date first above written.

FOR AND ON BEHALF OF HER MAJESTY THE QUEEN IN RIGHT OF CANADA:

By: Indian and Northern Affairs Canada

Date: May 12, 1993

FOR AND ON BEHALF OF MAKIVIK CORPORATION:

By: Inuit Negotiator

Date: Jan 11/93

Amending Agreement No.2 to JBNQA Implementation Agreement (1990)

SUBJECT: AMENDMENTS TO ANNEX F - PART I (SOCIO-ECONOMIC DEVELOPMENT - INDUSTRY, SCIENCE AND TECHNOLOGY)]

AMENDING AGREEMENT NO. 2, dated this ______ day of _____________ ,1992.

WITNESS:

1. WHEREAS the Parties wish to amend the JBNQA Implementation Agreement (1990) in the manner set forth below; and
2. WHEREAS the Kativik Investment Fund and the Department of Industry, Science and Technology have indicated their agreement with these amendments.

NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS:

1. Annex F (Socio-Economic Development) Part I (Industry Science and Technology) Is amended as follows:

1.1 Section 1 is amended by adding the following definition:

1.14. "FCNQ": the Fédération des Coopératives du Nouveau-Québec, a cooperative and body politic duly constituted according to the laws of Quebec.

1.2 The first paragraph of 2.2. is replaced by the following:

ISTC guarantees KIF priority access to additional capital funding to allow it to meet market demand for the services offered to native entrepreneurs in the Kativik Region over the fiveyear period from November 30, 1991 to November 30, 1996, by means of two separate increases, to be based on market demand projections for two distinct periods, each of a duration to be determined by KIF but which in total shall not exceed 60 months, in the manner and on the conditions set out below.

1.3 The words "a 30-month period" in sub-paragraph 2.2.1. (a) are replaced by the words "the applicable periods".

1.4 The words."consecutive 30-month" in sub-paragraph 2.2.1 (b) are deleted.

1.5 Sub-paragraph 2.2.1. (b) (ii), (iii) and (iv) are replaced by the following:

(ii) the maintenance of the relative market shares being held by KIF and other commercial and governmental lending and loan guarantee institutions or programs save that KIF's market share may be extended by term loans and sea lift loans to FCNQ-affiliated northern cooperatives for up to 15% of the total portfolio value or to such other percentage as may be agreed to by KIF and ISTC; -

(iii) the amount of KIF's outstanding loans for annual inventory resupply purposes (sealift loans) shall not at any time exceed 50% of the capital disbursed to KIF;

(iv) the general loan limits then applicable to KIF's then current operations except as may otherwise be~ agreed upon as provided for in (y) below;

1.6 Paragraph 2.2.3. is replaced by the following:

Each of the two studies shall commence on a date selected by KIF with a notification of at least 60 days to ISTC. Notification with respect to the commencement of the second study may not however, be given until KIF reaches and maintains for three months a loan portfolio level of $2.5 million.

1.7 Paragraph 2.2.5. is replaced by the following

The terms of reference of the studies shall provide for the completion and the tabling of the consultant's report for each period with respect to the items specified in 2.2.1. (a), (b) and (c), within an agreed reporting period, following which ISTC together with KIF, shall review the consultant's report

1.8 The first paragraph of 2.2.6. is replaced by the following:

Within three (3) months of the completion of each of the two (2) feasibility studies ... ISTC shall, if additional capital is required, submit a proposal for funding the capital needs of KIF to the National Aboriginal Economic Development Board for decision on a priority basis.

1.9 The words "for a 30-month period" in the sixth paragraph of 2.2.6. are deleted.

1.10 The words "30-month period" in the first paragraph of 2.2.9. are replaced by the word "periods".

1.11 The word "30-month" in the last paragraph of 2.2.9. is deleted.

2. This Amending Agreement No. 2 is entered into pursuant to and in conformity with Section 16 (Amendments) and shall come into force on the date first above written.

FOR AND ON BEHALF OF HER MAJESTY THE QUEEN IN RIGHT OF CANADA:

By: Indian and Northern Affairs Canada

Date: May 12, 1993

FOR AND ON BEHALF OF MAKIVIK CORPORATION:

By: Inuit Negotiator

Date: Jan 11/93

Amending Agreement No.3 to JBNQA Implementation Agreement (1990)

[SUBJECT: AMENDMENTS TO ANNEX C (JUSTICE/SOLICITOR GENERAL)]

AMENDING AGREEMENT NO. 3, dated this ______ day of _____________ ,1992.

WITNESS:

1. WHEREAS the Parties wish to amend Annex C (Justice/Solicitor General) of the JBNQA Implementation Agreement (1990) in the manner set forth below; .and
2. WHEREAS the Working Group established pursuant to Section 3 of Annex C, at its meeting of December 4, 1992, has recommended that these amendments be made with respect to the Plan of Action for the Working Group as set out in Section 4 of Annex C.

NOW, THEREFORE THE PARTIES AGREE AS FOLLOWS:

Annex C Is amended by replacing paragraph 4.2. with the following:

4.2. No:,later than twenty-four (24) months after December 31, 1992, the Working Group shall submit its recommendations for approval to Justice, Solicitor General, the JBIO and the Inuit Negotiator, and in particular report whether any modifications to existing authorities, programs or services would be necessary to implement the said recommendations and whether any such modifications require specific Cabinet approval. In the event any such recommendations require Cabinet approval, the JBIO shall oversee the submission of same to Cabinet. No later than thirty-six (36) months after December 31, 1992, Justice and Solicitor General shall make their position on said recommendations known to the JBIO and the Inuit Negotiator.

2. This Amending Agreement No. 3 is entered into pursuant to and in conformity with Section 16 (Amendments) of the JBNQA Implementation Agreement (1990) and shall come into force on the date first above written.

FOR AND ON BEHALF OF HER MAJESTY THE QUEEN IN RIGHT OF CANADA:

By: Indian and Northern Affairs Canada

Date: May 12, 1993

FOR AND ON BEHALF OF MAKIVIK CORPORATION:

By: Inuit Negotiator

Date: Jan 11/93

JBNQA implementation agreement (1990
Implementation Activities Chart