Key First Nation Pelly Haylands Trust Agreement
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KEY FIRST NATION PELLY HAYLANDS TRUST AGREEMENT DATED THE __ DAY OF , 2006. AMONG: KEY FIRST NATION, represented by its duly elected Chief and Councillors (hereinafter referred to as the "First Nation") OF THE FIRST PART AND: CIBC TRUST CORPORATION (hereinafter referred to as the "Trustee") OF THE SECOND PART WHEREAS: A. The First Nation entered into The Cote, Key and Keeseekoose First Nations Pelly Haylands Settlement Agreement (the "Settlement Agreement") with Canada, the Cote First Nation and the Keeseekoose First Nation, containing, among other things, terms and conditions pursuant to which Canada addresses Canada’s breach of its lawful obligation to the First Nations by alienating the Pelly Haylands Reserve in 1899 and 1905 without a surrender as required by the Indian Act, the Pelly Haylands having been set aside for the use and benefit of the Indians of the Fort Pelly District by virtue of an 1893 Order in Council; B. In accordance with the Settlement Agreement, the First Nation agreed to establish a Trust, and Canada, on behalf of the First Nation, has agreed to make certain payments into the Trust, which monies are to be for the benefit of the First Nation; C. The First Nation desires to establish the Trust, to be known as the Key First Nation Pelly Haylands Trust, pursuant to which the monies which are payable by Canada to the First Nation under the provisions of the Settlement Agreement are to be managed; and D. By a Ratification Vote held on the day of February, 2006, the members of the First Nation assented to and approved the terms and conditions of this Trust Agreement and authorized and directed the Chief and Council, on behalf of the First Nation, to sign this Trust Agreement and all related documents. 2 NOW, THEREFORE, in consideration of the premises and of the respective covenants and agreements hereinafter set out, the parties covenant and agree as follows: 1. DEFINITIONS 1.01 In this Agreement, the following capitalized terms shall have the following meanings, namely: (1) “Acquisition Costs” means the costs incurred in relation to the Purchase of Land or Improvements by or on behalf of the First Nation other than the Price paid to the vendor in respect thereof, and includes, without limitation: (a) Applicable taxes and tax adjustments required to be paid under an Agreement to Purchase; (b) Land titles registration and search costs; (c) Appraisal costs, legal fees, surveyor costs and real estate commissions; (d) All reasonable costs associated directly with and incurred by the First Nation in relation to site identification and approval including, if established, the reasonable costs of a board or committee established by the First Nation to carry out the work of identifying land to be acquired; and (e) All costs of discharging any Third Party Interests or addressing any environmental concerns; (2) “Agreement”, “this Agreement”, “hereto”, “hereof”, “herein”, “hereunder”, “hereby” and similar expressions refer, unless otherwise expressly stated, to this agreement, including the recitals and the Schedules attached hereto, and not any particular article, section, subsection or other subdivision hereof or thereof; (3) “Agreement to Purchase” means a written agreement containing covenants granting the First Nation or the Holding Corporation, as agent for the First Nation, the right and obligation to Purchase Land or Improvements and includes an option to purchase Land; (4) “Auditor” means a chartered accountant or firm of chartered accountants authorized to practice in the Province of Saskatchewan, independent of the Chief and Council and the Trustee and retained by the First Nation to audit the Trust Account for a Fiscal Year; (5) “Authorized Expense Account” means the account established by the Chief and Council on behalf of the First Nation at any bank, trust company or credit union for the specific purposes required under this Agreement; 3 (6) “Authorized Expenses” means the expenses reasonably incurred by the First Nation in carrying out the terms of this Agreement including, without limitation, the following: (a) Reasonable salaries, wages, fees or remuneration of any elder(s), employee, agent or independent contractor retained by the Chief and Council in carrying out the terms of this Agreement; (b) Reasonable fees, remuneration, disbursements and expenses of any advisors hired by the First Nation including, without limitation, legal counsel, accountants, auditors, bookkeepers and investment advisors hired by the First Nation to assist the First Nation in carrying out the terms of this Agreement; (c) Reasonable costs of holding a meeting(s) of the Members required under the terms of this Agreement; (d) Acquisition Costs; (e) Property taxes and other reasonable expenses incidental to the ownership of Land and Improvements, including costs of improving or renovating houses and other Improvements, until such time as the Land and Improvements are placed into Reserve status, including the incorporation and maintenance of the Holding Corporation; (f) Any reasonable costs associated with having Land that is Purchased set apart as Reserve lands; (g) Any reasonable costs of training required under sections 9.04 and 15.03; and (h) Any reasonable costs incurred by the First Nation in carrying out the terms of this Agreement; (7) “Authorized Investments” means any of those instruments, notes, bonds or other securities which the Trustee, in accordance with the terms of this Agreement, is authorized to purchase with the Trust Property, and which authorized forms of investment are more particularly set forth in Schedule "A"; (8) “Band Account” means the account of the First Nation to be established by the Chief and Council on behalf of the First Nation at a financial institution for the specific purposes required under this Agreement; (9) “Band Account Development Direction” means the direction, in the form attached hereto as Schedule “E”, which is to be prepared and signed by the Chief 4 and Council in respect of the release of, or payment of, monies from the Band Account for Band Development purposes as contemplated in this Agreement; (10) “Band Banking Certificate” means the certificate to be provided, from time to time, by the Chief and Councillors of the First Nation to the Trustee certifying the names of the then current Chief and Councillors of the First Nation and evidencing their signatures; (11) “Band Council Resolution” means a written resolution of the Chief and Council passed at a duly convened meeting of the Chief and Council held in accordance with the procedures prescribed by the Indian Act, as amended or replaced from time to time, and signed by at least a quorum of the members of the Chief and Council; (12) “Band Development” means the investment and/or utilization of money in the Band Account for the following purposes: (a) Business; (b) Acquisition of Land or Improvements; or (c) Any socio-economic benefit, or any other program, service or project which is for the use, development, advantage or benefit of the First Nation or a Member, excluding, however, per capita distributions to the Members and payments to the First Nation to cover any shortfall in operating funding of the First Nation other than those specifically provided for in this Agreement; (13) “Band Development Request” means a request in writing from the Chief and Council or a Member or Members of the First Nation in the form set out in Schedule “B”, with amendments as necessary, for a distribution of funds from the Band Account for Band Development purposes, which shall: (a) Contain at least the following information: (i) a detailed description of the Band Development for and in respect of which the distribution is requested including any equity that the Member or Members are prepared to contribute to the Band Development; (ii) the Projected Cost and profit, if expected, of the Band Development; (iii) a schedule of the date or dates when the funds requested will be required; and 5 (iv) a statement declaring any conflict of interest on the part of a member of the Chief and Council; (b) Be signed by at least a quorum of the Chief and Council or Member or Members of the First Nation making the request; (14) “Base Capital Amount” means the aggregate of the Settlement Monies deposited to the Trust Account by Canada less the maximum amount available for distribution under subsections 4.01(b), (c), (d), (e) and (f) hereof; (15) “Beneficiary” means, for the purposes of this Agreement, the First Nation, including all Members of the First Nation on a collective and undivided basis; (16) “Birthday” means the date of birth of a Child as indicated on a list to be provided to the Trustee by the First Nation as soon as is reasonably possible after the execution of this Agreement, and any such Children added to the list thereafter; (17) “Business” means an economic development project, activity or undertaking with the primary objective of providing goods, services, programs or capital assistance to Members of the First Nation or any activity or undertaking to make profit by either a Member or Members of the First Nation or the First Nation itself; (18) “Canada” means Her Majesty the Queen in Right of Canada, as represented by the Minister of Indian Affairs and Northern Development; (19) “Chief” means, in respect of the First Nation, “chief” as referred to in the Indian Act; (20) “Child” or “Children” means all those Members of the First Nation under the age of 18 years living on the Effective Date of the Settlement Agreement, as that term is