NEW WAY TO DEAL CONTRACTS
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (the "MOD") made at Edmonton, this 19h
day of April, 2007
BETWEEN:
TAHL TAN NATION DEVELOPMENT
CORPORATION, with its registered office at Box 250
I.R. #9, Dease Lake, BC, VOC 1LO
(hereinafter "Preferred Contractor")
AND:
COPPER FOX METALS INC., a corporation incorporated
under the laws of Alberta with its registered office in
Calgary, Alberta.
(hereinafter the "Copper Fox")
(each individually a "Party" and collectively, the "Parties")
WHEREAS Copper Fox is seeking to designated TNDC as the Preferred Contractor for the
provision of specified contract services (the "Work") to the Shaft Creek Mine Project, (the
"Project");
WHEREAS the Project is within Tahltan territory of the Tahltan Nation historically used and
occupied by Tahltan Members and which is subject to the Tahltan Nation's unextinguished
aboriginal rights and title;
WHEREAS Copper Fox (the "Company") and the Tahltan Nation wishes to conclude a
Participation Agreement which pertains to the development of the Project and which seeks for
Copper Fox to make commitments regarding contracting and subcontracting opportunities for
Tahltan businesses, employment of Tahltan members and training of Tahltan Members;
WHEREAS the Tahltan Nation Development Corporation is represented under this MOU as the
economic development arm of the Tahltan Nation which is owned by the Tahltan Band, the Iskut
Band and its Tahltan Central Council which is owned by the Tahltan Band, the Iskut Band and
the Tahltan Central Council;
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NOW THEREFORE in consideration of the premises set out above, and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree
as follows:
1.0 PURPOSE
1.1 The purpose of this Agreement is to set out the joint understanding and intention of the
Parties to cooperate in carrying out the Work at the Shaft Creek Mine Project.
2.0 SCOPE OF WORK
2.1 The scope of the Work shall include, without limitation:
(a) carrying out catering services (Spatzizi Remote Services Corporation),
exploration (Tahltan Northern Exploration Services) and environmental services
(Rescan- Tahltan Environmental Consultants), road construction, bridge
construction and earth works during exploration and construction of the Shaft .
Creek Mine Project, and;
(b) carrying out catering services, concentrate hauling, ground transportation, road
maintenance and environmental services during the operation of the mine;
(c) any other work as the Parties may agree to undertake from time to time.
3.0 PROGRAM COMMITMENTS
3.1 Employment Commitments. TNDC shall be committed to employ as many Tahltan
Nation members as possible at all levels of its workforce, from labour to management.
To achieve this, TNDC has a preference policy that encourages and promotes the
participation of Tahltan Nation Members in the business and the Work.
3.2 Training Commitments. TNDC will have an active program, for the duration of its
contract with Copper Fox, for the training of Tahltan employees and for the transfer of
knowledge, expertise and skills for the Work and other activities, to Tahltan Nation
members. TNDC will make its best efforts to negotiate identical requirements in its
agreements with all its contractors, subcontractors and other third parties with which it
carries on business.
3.3 Contracting and Subcontracting Commitments. The Parties acknowledge that a primary
objective of this MOD is to achieve long-term economic and social benefits associated
with the development of businesses controlled by the TNDC or Tahltan Nation members.
Consequently, in respect of contracting or subcontracting, Copper Fox shall give
preference to businesses controlled by the TNDC or Tahltan Nation members ("Tahltan
Nation Contractors") to perform the Work and any related or supporting activities
provided that the Tahltan Nation Contractors can perform the Work at a price that is
competitive with the price at which other contractors can perform the work (the "Price
Specifications"), and provided that TNDC and the Tahltan Nation Contractors can
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perform the Work to the quality and service specifications required (the "Quality
Specifications").
3.4 TNDC will engage in the following process with respect to contracting or sub-contracting
for products and services as outlined in paragraph 2.1 :
(a) TNDC shall provide Copper Fox with a list of Tahltan Nation Contractors;
(b) Copper Fox shall contact Tahltan Nation Contractors to obtain a quotation for the
supply of the particular products or services;
(c) TNDC shall liaise between Copper Fox and the Tahltan Nation Contractors;
(d) the Parties shall jointly make decisions with respect to the capacity of Tahltan
Nation Co~tractors to provide products and services in accordance with the Price
Specifications and the Quality Specifications;
(e) if only one Tahltan Nation Contractor can provide specific and required products
or services in accordance with the Price Specifications and the Quality
Specifications, Copper Fox shall obtain the goods or services from that Tahltan
Nation Contractor;
(f) if more than one Tahltan Nation Contractor can provide specific and required
products or services in accordance with the Price Specifications and the Quality
Specifications, Copper Fox shall obtain the goods or services from among such
Tahltan Nation Contractors through a competitive bid process; and
(g) if no Tahltan Nation Contractor can provide the products or services in
accordance with the Price Specifications and the Quality Specifications, subject to
paragraph 3.4 below, Copper Fox may obtain the supply of goods and services
from another supplier.
3.5 In the event that a TNDC or a Tahltan Nation Contractor cannot supply products or
services in accordance with the Price Specifications (within 5% of the lowest qualified
bid received) but can supply products and services in accordance with the Quality
Specifications, TNDC may request Copper Fox to use such Tahltan Contractor.
3.6 Where Copper Fox uses non- Tahltan contractors and subcontractors it shall use its best
efforts to negotiate clauses in its contracts with them that encourage and promote the
participation of businesses controlled by the TNDC or other Tahltan Nation businesses.
3.7 The activities ofTNDC in the pursuit and performance of the Work and any future
Copper Fox opportunities shall be conducted in such a manner as to:
(a) reflect respect and concern for the environment, and the rights and traditional way
oflife of the Tahltan Nation;
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(b) promote the health and safety of workers and the public;
(c) ensure sustainable management consistent with all regulatory and contractual
requirements and to continually identify objectives for improved performance;
(d) maximize community benefits and economic opportunities for Tahltan Nation
Members in the operation and in respect of all aspects of the Work;
(e) provide the management commitment and resources necessary to the above stated
objectives.
4.0 EXCLUSIONS AND EXCLUSIVITY
4.1 The Parties shall work together on an exclusive basis in the pursuit and performance of
the Work. The Parties agree not to engage in activities in conflict with their joint pursuit
and performance of the Work.
5.0 CONFIDENTIALITY
5.1 The Parties acknowledge that in order to carry out the activities contemplated in this
MOO, they may exchange and create information which each Party has deemed
confidential to their respective affairs ("Confidential Information"). The Parties agree
that Confidential Information shall not be disclosed by either of them to third parties or
used for purposes unassociated with the activities contemplated hereunder without the
consent of the other Party. The Parties acknowledge the Confidential Information may be
shared on a "need to know" basis with a parent or affiliate and lenders on the condition
that the disclosing Party undertakes reasonable measures to ensure that unauthorized
disclosure to third parties does not occur. Information shall not be deemed to be
Confidential Information where it is:
(a) part of the public domain prior to or at the time of disclosure;
(b) already possessed by both parties at the time of its creation or disclosure;
(c) obtained from a third party having a lawful right to disclosure;
(d) part of the public domain, after disclosure, through no fault of the recipient Party;
or
(e) required to be disclosed under applicable law, including governmental or
regulatory bodies with proper authority to demand the information.
5.2 Each Party acknowledges and understands that the other Party makes no representation or
warranty in relation to the Confidential Information it discloses, its adequacy, accuracy,
or suitability for any purpose and shall not be liable for any loss or damage arising from
the use thereof howsoever caused.
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5.3 In the event of termination of this MOD, the Parties agree, upon the request of the
disclosing Party in writing, to return all Confidential Information in its possession or,
with the approval of the disclosing Party, confirm in writing that it has destroyed such
Confidential Information save and except such Confidential Information required to be
kept for purposes of law or corporate governance.
5.4 The obligations of confidentiality described herein will continue in force and effect until
mutually agree to disclose the information.
5.5 The Parties agree that announcements to the media in respect of the activities
contemplated herein shall occur only with the mutual agreement of the Parties.
6.0 CO-OPERATION
6.1 The Parties shall communicate on a regular basis to exchange ideas and advice with a
view to the success and continued operation.
7.0 TERMINATION
7.1 This Agreement will remain in force and effect unless one of the following events occurs:
(a) the Parties agree in writing to cancel this MOD;
(b) this Agreement is superseded by subsequent agreements;
(c) TNDC ceases to carryon active operations for a period of twelve (12) consecutive
months.
8.0 GENERAL PROVISIONS
8.1 No Authority: Neither Party shall use the name of the other Party or have any authority
to bind the other Party in any manner without the express written permission of the other
Party.
8.2 No Assignment: This Agreement is not assignable by either Party in whole or in part
without the prior written consent of the other Party except that either Party may appoint
another entity as its representative for this MOD, provided that the appointing Party
controls such representatives that the appointing Party is not otherwise in default of any
terms of this MOD.
8.3 Non-Waiver. No provision of this MOD may be deemed to be waived unless such
waiver is in writing. Any waiver of any default committed by any of the Parties hereto is
limited to such default and does not extend to any other default.
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8.4 Counterparts. This Agreement may be delivered by facsimile and may be executed in
one or more counterparts, each of which will be deemed an original and all such
counterparts together will constitute one and the same agreement.
INWITNESS WHEREOF the Parties hereto have executed this Agreement on the date first
above written:
:~:PPE~ ~ Name: Guillermo Salazar
Title: President & CEO
BY:
Title: Exec. Vicepresident
TAHLTAN NATION DEVELOPMENT
BCORyPO~RATlIOlNJJ.Jt ~. /' Name: Bill Adsit
Title: President