Economic Negotiations Tamara Napoleon & Merle Alexander First Nation LNG Summit Treaty 8 Territories, Fort St. John,

1. Economic NegotiationsTamara Napoleon & Merle AlexanderFirst Nation LNG SummitTreaty 8 Territories, Fort St. John, BC Intersection between G2G & IBA negotiations and the need for First Nation-Contractors Collaborative Business Ventures

2. Outline • LNG Timelines Generally • G2G – Government to Government • IBA – Impact Benefits Agreements • CV – Collaborative Ventures • Critical Timelines to Maximize First Nations’ leverage • Collaborating to Maximize IBA Opportunities • How to Make Contracting Opportunities Meaningful • Options to Maximize Contract Opportunities • How to Ensure Sustainable Development • Is Monitoring and Enforcement Required • What do Proponents want from CVs • How to Meet the Needs of the Nation and the Proponent • Sustaining Momentum • What are the Challenges Facing CVs • Strategies to Reach CVs

3. LNG Timelines Feb. 2014 Feb. 2014 Feb. 2014 Feb. 2015 Feb. 2015 Feb. 2015 G2G IBA CV

4. G2G Feb. 2014 Feb. 2015 Contribution Funding Agreement Framework Agreement LNG Reconciliation Agreement • Minimal DTC fulfilled = First Nation leverage increasing • Added value for downstream, midstream and upstream First Nations’ coordination • Revenue Sharing of LNG Tax critical, but will take joint First Nations solidarity • Requirement that Contractors have material Aboriginal content in procurement & bidding critical G2G

5. IBA Feb. 2014 Feb. 2015 Traditional Knowledge Protocol Letter Agreement Memorandum of Understanding Project Agreement • Proponents want support through negotiated agreements • First Nation leverage at maximum before EA completes • Negotiate for first preference on all contracting opps. • Negotiate capacity/skills training funds • Negotiate for Aboriginal hiring and business subcontracting as a “material term” of all contracts IBA

6. Collaborative Ventures Feb. 2014 Feb. 2015 Letter of Intent Business Framework Agreement Limited Partnership Agreement & Management Agreement • First Nation-Contract collaborative ventures treated secondary in negotiations and often left out • Critical to run contractor negotiations in parallel • Task Economic Development Officer with negotiations CV

7. Critical Timelines Critical Leverage Point G2G Feb. 2014 Feb. 2015 CFA FA LNG RA IBA TKP LA MOU PA CV LOI LP BFA

8. How to Make Contracting Opportunities Meaningful? Conduct due diligence on existing First Nation businesses and entrepreneurs Determine an inclusive and flexible definition of “First Nation Business” Accommodate operating challenges Capacity development to participate more broadly Tax planning

9. Collaborating to Maximize IBA Opportunities Popular forms - joint ventures, partnerships and alliances Can be set up alongside and integrated into IBA Industry gains preferential access to major contracts Assist to fulfill project proponents’ obligations to consult and accommodate Fosters capacity building for First Nation businesses and citizens

10. Options to Maximize Contract Opportunities Direct award contracts First preference processes Open book negotiations Appropriate tendering criteria (eg bonding) Define role of primary contractor Size contracts to allow participation Business development assistance

11. How to Ensure Sustainable Employment? Facilitate training opportunities – transferable education and skills Fixed targets or quotas Human resource inventory and strategy First Nation hire as material term of contracts awarded

12. Is Monitoring and Enforcement Required? Yes – critical element to ensure IBA commitments are realized Role of advisory/implementation committee members Periodic reviews Project liaisons Dispute resolution mechanisms Employment and business inventories

13. What do Proponents want from Collaborative Ventures? Local and skilled suppliers/employees Contractors to share risks & profits Return on investment Market credibility Project approvals A “social licence” to operate

14. How to Meet the Needs of the Nation and the Proponent? • Due diligence on the project and the Nation • Identify inclusive and flexible scope for the businesses who will participate • Plan to accommodate operational change: • Stepped/phased approach • Re-openers • Monitoring

15. Sustaining Momentum Monitoring performance Reporting out Branch out to new projects/areas Conduct periodic reviews to assess what’s working Set targets Retain project liaisons for continuous communication Tailor dispute resolution processes to manage conflict efficiently and effectively Ensure employment and business inventories are compiled and current Provide adequate resources for implementation

16. What are the Challenges Facing Collaborative Ventures? Ensure all parties are informed throughout negotiation and execution Exercise due diligence prior to negotiating management fee’s Consider exclusivity carefully Balance certainty and flexibility in drafting termination clauses

17. Strategies to Reach Collaborative Ventures Clear understanding of goals and objectives Demonstrated business skills and capacity Credibility Listening to the signals Flexibility as the project changes Pilot projects or stepped commitments Understanding the deal Understanding the risk/reward relationship Solid business partners

18. Tamara Napoleon Tel: 604-891-2288 Email: tamara.olding@gowlings.com Merle Alexander Tel: 604-891-2271 Email: merle.alexander@gowlings.com