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HomeMy Public PortalAbout2018.09.05 Community Agreement DRAFT for Community reviewDRAFT for Review - September 5, 2018 Community Agreement Effective this ___ Day of _________________, 2018 Among the Communities of [NTD: Add List once finalized] And [NTD: Add List once finalized] Counties And Midas Gold Table of Contents [NTD: populate contents automatically and format] Preamble WHEREAS the Parties to this Community Agreement want to understand each other’s values, goals and objectives, and want to communicate in an open, respectful, and transparent manner. WHEREAS Midas Gold Corp. (“MGC”) is a publicly listed company with its subsidiary, Midas Gold Idaho, Inc. (“MGII”), being the operating entity for the Stibnite Gold Project. MGC and MGII are, collectively, “Midas Gold”. WHEREAS the Communities that are signatories to this Agreement may be affected by the Stibnite Gold Project. WHEREAS Midas Gold is committed to being a good citizen, to partner with the Community, and to be a catalyst for positive, sustainable change. WHEREAS Midas Gold is committed to socially and environmentally responsible activities now and throughout the life of the Stibnite Gold Project and wishes to formalize this commitment for the long term. WHEREAS site restoration and development of mineral resources at Stibnite (the “Stibnite Gold Project” or “Project”), has been proposed in the Plan of Restoration and Operations (“PRO”) that Midas Gold filed with the United States Forest Service (“Forest Service”) and other regulatory authorities in September 2016 and is currently under a public and regulatory review process, in accordance with the National Environmental Policy Act (“NEPA”). WHEREAS the Stibnite Gold Project will have an effect on the local Community. WHEREAS the Parties want to encourage Community participation in the Project. WHEREAS the Parties want to create a long-term working relationship based on mutual trust, respect, transparency and accountability, that also provides for firm commitments to care for people and the environment while supporting economic opportunity for the region. NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS: Chapter 1 Commitments The Parties want to support each other in achieving a positive and values-based vision for the future of the region, particularly as it pertains to the Stibnite Gold Project’s impact on communities. This Community Agreement is not an endorsement of the Stibnite Gold Project and does not contains any obligation to endorse the Stibnite Gold Project. The purpose of this Community Agreement is to create a mechanism and opportunity for the communities in Idaho’s West Central Mountains area and Midas Gold to discuss in good faith the impacts of the Stibnite Project on the communities and to create resources and processes to achieve positive outcomes. Accordingly, each Party agrees to: Participate in the Stibnite Advisory Council; Participate in the NEPA comment period for the Stibnite Gold Project; and Participate in the Stibnite Foundation. For greater clarity: Stibnite Advisory Council – To participate in the Stibnite Advisory Council means that the Parties will collectively establish an advisory council comprised of designees from the Communities. The Council will serve as the principal forum for communication among the Parties regarding the Stibnite Gold Project now and throughout the life of the Project, and it will also provide oversight for the implementation of this Community Agreement in an efficient, solution-oriented, timely and cooperative manner. See Chapter 2 for further details. NEPA comment period – To participate in the NEPA comment period means taking reasonable steps to understand the Stibnite Gold Project and subsequently providing an informed comment letter to the Forest Service. “Reasonable steps” may include information sharing, discussion, and potential resolution of matters related to the Project by participating in the meetings of the Stibnite Advisory Council. See Chapter 2 for further details. Stibnite Foundation – To participate in the Stibnite Foundation means an individual from each Community will be designated to serve on the board of a charitable foundation that will support the objectives of the region’s residents. Funding will be provided to the Stibnite Foundation by Midas Gold. See Chapter 3 for further details. Chapter 2 Communication and Stibnite Advisory Council The Parties value open, transparent communication and desire to implement this Community Agreement effectively and cooperatively in accordance with its terms. Accordingly, they shall collectively establish an advisory council (the “Stibnite Advisory Council”). As soon as practicable, and thereafter on an annual basis, each Party shall, in accordance with its own rules, designate an individual (“Representative”) to serve a one-year term as a member of the Stibnite Advisory Council. Midas Gold’s Representative shall serve as Chair of the Stibnite Advisory Council until a Chair is elected in accordance with rules established by the Council. At any time, and at its sole discretion, a Party may remove its designated Representative from the Stibnite Advisory Council. The Party shall take reasonable steps to designate a replacement. The Parties intend that, as soon as practicable, and in any event not later than March 31, 2019, the Stibnite Advisory Council will establish rules governing its operation, including, but not limited to, matters such as meeting schedule, voting, election of a Chair, staggering of terms to provide continuity to the Council, replacement of Representatives, appointment of alternates and/or successors. The Parties intend that the Stibnite Advisory Council will, on an ongoing basis, provide regular updates to the Parties regarding the Council meetings and the implementation of this Agreement. Such updates may take the form of a letter, newsletter, presentation, blog, video or other method deemed suitable by the Council. Midas Gold shall provide reasonable administrative support and resources to the Council. The Parties intend that the Stibnite Advisory Council discuss topics of interest to the Parties at the relevant time, which may include, but are not limited to: Project status Safety & Environment Employment and Workforce Training Business Opportunities Contracting Supply of consumables Services Housing & Infrastructure: Transportation and Access Power and Communication Infrastructure upgrades Road Maintenance Traffic Recreational access and use Community Support & Sustainability: Stibnite Foundation Education Health and Fitness Humanities, Arts, and Culture Police and Fire Recycling (Metals, Paper, Glass) Local Food Economy- Greenhouses, Gardens, Composting The Parties intend that the Council may, on an as-needed basis, establish working groups, comprised of a subset of the Representatives, to discuss matters of greater interest to some of the Parties. Such matters include, but are not limited to, environment, workforce, business opportunities and sustainability, transportation and any other matters the Council deems advisable. Possible working groups that may be established by the Council include: Environment, Health & Safety; Employment & Training; Business Opportunities; Housing & Infrastructure; Tourism & Recreational Access; and Any other working group deemed advisable by the Council. Participation in the NEPA Comment Period Parties shall take reasonable steps to be informed about the Stibnite Gold Project with the purpose that being informed improves open communication and resolutions. Participation in the Stibnite Advisory Council is intended to help fulfil this obligation of the Parties. Each Party shall provide one or more documents (each a “Comment Letter”) to the Forest Service during one or more of the public comment periods of the NEPA process related to the Stibnite Gold Project. Chapter 3 The Stibnite Foundation Midas Gold [CONFIRM when established:] has established the Stibnite Foundation to provide a long-term and sustainable mechanism to fund projects that are of benefit to the Community. Midas Gold intends that the Stibnite Foundation provide a resource available to assist the Stibnite Advisory Council in resolving matters that are important to the Community and that may be associated with the impact of the Project. Applications to the Stibnite Foundation will be accepted from all eligible entities. An entity that is not a signatory to this Agreement still may apply to the Stibnite Foundation for funding. As soon as practicable, and thereafter on an annual basis, each Party shall, in accordance with its own rules, designate an individual (“Board Member”) to serve a minimum one-year term on the board of the Stibnite Foundation and help determine the distribution of funds in accordance with the bylaws of the Stibnite Foundation. Midas Gold’s designee shall serve as the initial Chair of the Stibnite Foundation. At any time and at its sole discretion, a Party may remove its designee from the Stibnite Foundation Board. The Party shall take reasonable steps to designate a replacement. Midas Gold will fund the Stibnite Foundation in installments as the Stibnite Gold Project progresses. This allows the Company to share the results of its growth with the Stibnite Foundation and, by extension, with the Community. Within 60 days of the effective date of this agreement, Midas Gold will make an initial grant to the Stibnite Foundation of $100,000 and, subject to regulatory approval, 1.5 million shares of Midas Gold Corp. In the first quarter of 2019 and 2020 Midas Gold shall make additional grants of $100,000 each to the Stibnite Foundation. Upon receipt of a positive Record of Decision for the Stibnite Gold Project, Midas Gold shall make a further grant of $100,000 to the Stibnite Foundation. Upon receipt of all permits and approvals necessary for the commencement of construction of the Stibnite Gold Project, Midas Gold shall make a grant of $100,000 and, subject to regulatory approval, 1.5 million shares of Midas Gold Corp. to the Stibnite Foundation. Upon commencement of Construction, as publicly declared by Midas Gold Corp., and in the first quarter of every subsequent full year of Construction, Midas Gold shall make a grant of $250,000 per year to the Stibnite Foundation. Upon commencement of Commercial Production, as publicly declared by Midas Gold Corp., and in every subsequent full year of Commercial Production, Midas Gold shall make a grant of not less than [NTD: indicate minimum payment $*] to the Stibnite Foundation, payable in quarterly installments in accordance with the following formula: [NTD: formula based on profitability (1% of after tax and principal - assuming 60% debt and 8% interest payments), with $*annual minimum] Any overpayment made to achieve the minimum payment in any given year will be considered an advance on future payments and the overpayment amount(s) will be carried forward to offset the payment(s) in the subsequent year(s) that exceed the minimum amount. Upon commencement of the final Reclamation phase of the Stibnite Gold Project, as publicly declared by Midas Gold Corp., Midas Gold shall make a final, one-time grant of $1 million to the Stibnite Foundation. The Parties intend for the Stibnite Foundation to award funding for projects that are, among other things, likely to provide benefits to the communities of the region. Depending on the project, the Stibnite Foundation may provide matching funds to complete requirements for an award of a larger grant or it may fund smaller projects in their entirety. Midas Gold intends the cash it provides to the Stibnite Foundation should be distributed each year, except for a percentage allocated to a long-term endowment, and that the shares of Midas Gold Corp. be retained longer-term in order to provide the basis for a lasting endowment. Chapter 4 General Matters Interpretation The Preamble is an integral part of this Agreement. Any Appendices that may be attached to this Agreement are provided solely as supplemental information and are not part of this Agreement. Headings contained in this Agreement, including the table of contents, are included for convenience only, and do not affect the construction or interpretation of any provision in this Agreement. All capitalized terms have the meanings ascribed to them in this Agreement. Effective Date and Term of Agreement The Effective Date of this Community Agreement is the date first written above. This Community Agreement shall terminate automatically on the date that one year following the commencement of the final Reclamation phase of the Stibnite Gold Project as publicly announced by Midas Gold Corp. (the “Termination Date”). Opt-Out Any Party, except for Midas Gold, may opt out of this Community Agreement, and have no further obligation under this Agreement, by providing written notice to each other Party. Midas Gold, and any successors or assigns of Midas Gold, may not opt out of this Agreement and shall be bound by its obligations under this Agreement until the Termination Date. Amendments This Agreement may be amended only by agreement of a super-majority of at least two-thirds of the Parties. Amendments may include the addition of one or more communities that may, in future, want to participate in this Community Agreement. Responsibilities of the Parties Each Party acknowledges the value of openness and transparency and acknowledges its own responsibility for following applicable laws, rules and regulations. Entire Agreement This Agreement is the entire agreement among the Parties. Notices to Parties To be effective, a Notice must be in writing, signed by the initiating Party, and delivered to the receiving Party at its usual office address. News Releases and Public Announcements Parties will take reasonable steps to coordinate with each other regarding any news release and/or public announcement regarding this Community Agreement or the collective actions contemplated herein. Default or Breach of Agreement A Party will be in default or in breach of this Agreement only if such Party receives Notice of an alleged default or breach and does not cure within 30 days of such Notice. Governing Law This Agreement shall be governed by the laws of the State of Idaho. Dispute Resolution In the event of a dispute or disagreement among the Parties with respect to the interpretation, application or performance of any provision of this Agreement or concerning any amount or payment described herein or an allegation by one Party that another Party is in default, the Party raising the dispute or disagreement or alleging the default may give notice in writing to the other Party, with a copy of such notice to each other Party, providing particulars of the matter in dispute or disagreement or of the default alleged and, if possible, the remedy sought. Within 10 days after the date of the above notice, the Parties shall meet and shall use best efforts to resolve the matter in good faith, such discussions to be completed within 30 days thereafter unless additional time to complete the discussions is provided by agreement of the Parties. If there is no mutually acceptable resolution of the dispute or disagreement or alleged default within the time set out above, the Party raising the dispute or disagreement or alleging the default, may, and provided such Party has the agreement in writing of a majority of the other Parties to this Agreement, take the matter to mediation under applicable laws. If there is no resolution, acceptable to a majority of the Parties, of the dispute or disagreement or alleged default within the time set out above, then within 90 days, the Parties will take the matter to arbitration under applicable laws by a suitably qualified arbitrator, who shall be a person mutually agreeable to the Parties; provided that, if the Parties are unable to agree on an arbitrator within 15 days after the initiating Party has notified the other Party of its intention to arbitrate the matter, the Chair of the Stibnite Advisory Council shall choose the arbitrator within a further 30 days. The decision of the arbitrator shall be binding on the Parties and no further action may be taken by the Parties. Chapter 5 Signatories IN WITNESS THEREOF, the Parties hereto have executed, in the spirit of cooperation, this Community Agreement effective on the date first written above. Appendix 1 Vision and Objectives of the Community Agreement VISION Create a long-term partnership that provides for transparency and accountability, as well as firm commitments to care for people and the environment while supporting economic opportunity for the region. OBJECTIVES Midas Gold and the communities of the West Central Mountains area are committed to open communication and working in partnership to ensure long-term, positive working relationships are developed. Midas Gold and the West Central Mountains Community Partnership advisory group worked together to create this Community Agreement to help guide certain elements surrounding the Stibnite Gold Project in accordance with shared values and the following objectives: Establish and maintain a positive and enduring relationship based on transparency, mutual trust and respect, and accountability during all phases of the Stibnite Gold Project (“Project”). Establish and support an advisory committee to maintain transparency and facilitate open and regular communication regarding the Project. Facilitate positive and sustainable benefits within the communities of the West Central Mountains area by forming partnerships around matters such as communication, environment, health and safety, workforce training and employment, business opportunities, housing and infrastructure, recreational access and use, community support and sustainability. Establish and fund a charitable foundation (the “Stibnite Foundation”) to provide a method for the Community to directly influence the expenditure of financial benefits dispersed by the mine in accordance with our shared values. By continuing to deliver on commitments, Midas Gold will build and demonstrate support for the Stibnite Gold Project among citizens of the West Central Mountains area. Provide a robust mechanism to satisfactorily resolve matters of mutual interest as the Stibnite Gold Project advances, and to allow for the Community to express support for the Project during the public comment periods of the NEPA process. Appendix 2 Shared Values Our Commitment for a Sustainable Tomorrow Collectively, we want to create an enduring model of partnership, transparency and accountability that will advance our shared Community values. As the Stibnite Gold Project moves forward, some changes will occur in our region. We believe this Agreement can provide a path for local community members to influence how Midas Gold conducts its business and continues to grow along with the Community. This values-based Agreement will help ensure that the changes that come are positive and balance economic opportunities with the desire to support local families, promote quality of life, and protect the environment. In this Community Agreement, we make firm commitments regarding key matters such as communication, employment, education, health and safety, protection of the environment and infrastructure, as worked out in collaboration with local community leaders. To ensure these commitments are met, we will: Support the creation of an advisory council, formed primarily of residents from the West Central Mountains area of Idaho, and Establish a charitable foundation (the “Stibnite Foundation”) to provide a method for the Community to directly influence the expenditure of financial benefits dispersed by the mine to community endeavours in accordance with our shared values. Our Shared Values Our shared values reflect who we are and what we stand for as we collectively develop a value-based vision for our future. Transparency – We believe in honest and open relationships. Quality of Life – We believe that our actions and activities should be of mutual benefit to all parties, with the intent of advancing the values of the communities in which we live and work. Sustainability – We work hard to ensure that the effect the mine has on the Community remains positive and enduring, based on human relationships, shared values and recognizing the historical and cultural base of natural resources, mining, timber, ranching, recreation and tourism. Economic Opportunity – We will work with local and regional educational facilities to encourage a pathway for Idahoans to advance professionally and personally, including access to education and training that provides opportunities for employment and business engagement for the Stibnite Gold Project and throughout the region, now and for the future. Environmental Conservation – We will continue to create ways for the economy and Community to work in tandem to support and restore the natural environment. Safety – We are creating safe environments for Idahoans to work and play so our employees, our families and our residents feel safe at home, at work and in the outdoors. Accountability – We are responsible for delivering on our commitments. Appendix 3 West Central Mountains Area of Idaho The West Central Mountains area of Idaho, for the purposes of this Agreement, is defined as encompassing all the communities within Valley County and Meadows Valley, as well as the Cities of Council and Riggins. The phrase “That which unites us is far greater than that which separates us” applies to the communities and people of Adams, Idaho and Valley counties. Historically, the culture and way of life in Valley, Idaho and Adams counties were shaped by ranching, lumber, mining, and tourism. We are proud of our heritage, appreciative of our natural beauty, and progressive – as a region – to work collaboratively to both preserve and advance our quality of life. Our region’s selection in 2015 as finalists (top 8 out of 357 entries) in America’s Best Community contest demonstrates our commitment to be united in resolving the challenges experienced across our area. As a part of that contest, seven hundred local residents were surveyed to discover their personal vision for current and future generations. Those responses were compiled into the statement below: “As ranchers, forest workers, service industry workers, retirees, educators, business owners, miners, parents, part-time or fulltime residents, we learned we collectively value our wide open vistas and the environment; we learned that we all benefit if families earn sustainable living wages; we were reminded that kindness, regard for differences, waving and saying hello, helping friends and strangers, and pausing to enjoy beauty are the foundations of being America’s Best Community. It is the new norm in our region to address our mutual social and economic challenges by sharing resources, compassion and ingenuity. It’s hard for children to grow up today in all our communities; it’s hard for wage earning families to provide financial necessities, it’s hard to stay healthy and pay medical bills, it’s hard to find tranquility in this information-bombardment era. Roads and schools need repair and replacing, we need hospitals and police. These are true if you live in Riggins, McCall, Cascade, Council, Donnelly, or New Meadows. We are one of America’s Best Communities because we have collective resolve to overcome these challenges and because we value the common good for all.” Our vision and our shared challenges are the foundation that make this Community Agreement prudent and practical. VISION Knowing who you are, what you value, and where you are going is as valuable for communities as it is for individuals. Fortunately for our West Central Mountains communities, when we entered America’s Best Community (ABC) contest as a region five years ago, our local ABC leadership committee realized the importance of surveying local citizens to hear their vision for their communities and surrounding areas. Over 700 surveys were received, and a writer was hired to create a composite vision from these individual voices. As concerns this community agreement, The West Central Mountains Community Agreements Committee decided it would be extremely reflective and genuine to reprint here the entirety of the ABC vision. The America’s Best Community vision: “Historically, mining, lumber, ranching, and tourism shaped the cultural and economic vitality of our region. Our vision builds upon the best from our history, capitalizes on our natural resources, and provides opportunities to be healthy, optimistic and fully able to meet family and social needs. We believe ranching makes prudent use of grasslands and helps sustain the encompassing mountain views we adore. We believe mining, the once dominant industry which initiated population of our region, can return as an eco-friendly industry. We believe forest management will continue providing stable employment and support tourist access to scenic and wild destinations. In order to flourish and provide year-round, family-supporting wages, these industries depend on upgraded infrastructures: safe highways, robust telecommunications, municipal services, and affordable housing. We believe we can remain rural, yet connected and affordable. We believe personal fulfillment is an important element of a prosperous community. As such, we see ready access to life-long learning and a community rich in arts and entertainment as critical to our success. Our vision includes ready access to healthcare for all through expanding and developing our infrastructure. We believe health education and overall wellbeing is elemental to our success and overall economic vitality. Our most precious resource, and the foundation of our vision, is caring, civic-minded citizens. Robert Wood Johnson Foundation recently studied Valley County as one of America’s 20 most unusually healthy counties. Their conclusion: we encompass an extraordinary network of non-profit organizations, volunteerism, and community engagement. Collectively, we believe in a future where the best of what we enjoy today -- open spaces, clean air, boundless recreation -- is carefully blended with year-round jobs, living wages and robust educational and vocational opportunities. Our intent is not to reinvent our area but to retain the best of what makes our community special and unique. We have the essential ingredients, momentum, vision and collective determination to become one of America’s best communities.” As an addendum to the ABC vision, we would like to add one very visual scenario to the above vision. We see each community’s officials and concerned citizens sitting with representatives from the Stibnite Gold Project in a room with a large white board and listing challenges and opportunities that need to be addressed. The attendees are open-minded, determined, informed, civil, honest and willing to work together for the greatest common good. A room full of people enhancing the short-term and long-term social, environmental, and economic determinants of health, happiness and safety of all people living within the reach of the Stibnite Gold Project—it’s achievable, it’s a new future, and we all believe that the Stibnite Gold Project can be a catalyst for positive change in the West Central Mountains area of Idaho. Appendix 4 Stibnite Gold Project The Stibnite Gold Project represents a rare opportunity to use private investment to restore an area impacted by over 100 years of extensive mining-related activities. Through mining, the Project will restore salmon migration into the headwaters of a branch of the Salmon River, clean up a large abandoned mine site that has compromised water quality, and strengthen the local economy. Midas Gold has been, and will continue to be, committed to working with the communities surrounding the project to ensure transparency, partnership and mutual gain. In the Plan of Restoration and Operations (PRO) submitted for regulatory review, Midas Gold proposes to address many of the historical impacts at the site in the initial stages of the Project. These early‐stage activities will lead to a fully reclaimed site on closure that supports a robust, naturally self‐sustaining ecosystem with enhanced habitat to support native fish and wildlife populations. Before final permits are obtained, Midas Gold will provide financial assurances to fund site restoration. The Stibnite Gold Project would generate significant employment and economic benefits to the local communities, counties, Idaho, and the Nation, providing hundreds of direct and indirect well-paying jobs, with benefits, in Idaho during the estimated 15‐year construction and operations periods.  The Project would contribute significant local, state, and federal taxes. Assuming wages ranging from $80,000 to $85,000 per year per person and an average direct Project workforce of 600 people, the total annual payroll for direct employment during operations would range between $48 million and $51 million. As detailed in the 2014 preliminary feasibility study (PFS), the Stibnite Gold Project would generate significant tax revenues for the various levels of government during the 15‐year construction and operating life of the Project.   Midas Gold has always looked to Idaho first for its workforce and for the materials needed for the Stibnite Gold Project. There will be many opportunities for local businesses to contract with Midas Gold throughout all phases of the Project.  Midas Gold aims to continue to encourage local hiring, contracting, and provision of supplies and services within the local communities and Valley County whenever possible and fiscally responsible.   Midas Gold considers site restoration, closure and reclamation work to be an integral and important component of the Project.  The Project will simultaneously advance economic development, infrastructure, and national security goals along with environmental goals.  It will achieve a strong environmental outcome, while supplying well‐paid jobs for the local economy for an extended period of time.