EXHIBIT 10.4
OPERATIONAL SERVICES AGREEMENT
AMONG
ENBRIDGE PIPELINES INC.
ENBRIDGE OPERATIONAL SERVICES, INC.
ENBRIDGE ENERGY COMPANY, INC.
AND
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
DATED AS OF OCTOBER 17, 2002
OPERATIONAL SERVICES AGREEMENT
This OPERATIONAL SERVICES AGREEMENT (this "AGREEMENT") is made as of
October 17, 2002 (the "EFFECTIVE DATE") among Enbridge Pipelines Inc. (f/k/a
Interprovincial Pipe Line Inc.), a Canadian corporation ("ENBRIDGE"), Enbridge
Energy Company, Inc. (f/k/a Lakehead Pipe Line Company, Inc.), a Delaware
corporation ("EECI"), Enbridge Operational Services, Inc., a Canadian
corporation ("EOSI") and Enbridge Energy Management, L.L.C., a Delaware limited
liability company ("MANAGEMENT").
RECITALS
WHEREAS, Enbridge and EECI are parties to that certain Services Agreement
dated as of January 1, 1992 (the "SERVICES AGREEMENT") pursuant to which
Enbridge provides to EECI certain operational services; and
WHEREAS, EECI is the sole general partner of Enbridge Energy Partners, L.P.
(f/k/a Lakehead Pipe Line Partners, L.P.), a Delaware limited partnership ("the
MLP"); and
WHEREAS, pursuant to a Delegation of Control Agreement among Management,
EECI and the MLP dated as of even date herewith (the "DELEGATION OF CONTROL
AGREEMENT"), EECI has delegated to Management the power and authority to manage
and control the business and affairs of the MLP; and
WHEREAS, the parties desire to amend and restate the Services Agreement to
make EOSI a party and to make Management a party so that the services provided
by Enbridge and EOSI under this Agreement will be provided to, on behalf of and
as agents for Management in its capacity as the delegee of the power to manage
and control the business and affairs of the MLP; and
WHEREAS, Enbridge will continue to provide certain services under this
Agreement to EECI in its individual capacity.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
in this Agreement, the parties hereto hereby agree to amend and restate the
Services Agreement as follows:
ARTICLE I
PROVISION OF SERVICES
SECTION 1.1. PROVISION OF SERVICES.
(a) Enbridge and EOSI shall provide Management with the
services set forth on EXHIBIT A (the "OPERATIONAL SERVICES") during the
term of this Agreement and for such additional periods as the parties may
agree, such services to be provided to, on behalf of and as agents for
Management in its capacity as the delegee of the power to manage and
control the business and affairs of the MLP.
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(b) Enbridge and EOSI shall provide EECI with such of the
Operational Services as EECI shall request from time to time during the
term of this Agreement and for such additional periods as the parties may
agree, such services to be provided to, on behalf of and as agents for
EECI.
(c) The Operational Services shall be provided from time to
time at such times and pursuant to such instructions and specifications as
Management and EECI shall provide. In rendering the Operational Services,
Enbridge and EOSI shall be acting on behalf of and as agents for Management
and EECI.
SECTION 1.2. CHANGE OF SERVICES.
(a) Enbridge, EOSI and Management shall have the right at any
time during the term of this Agreement to request any changes in the
Operational Services provided to Management, and such changes shall in no
way affect the rights or obligations of EECI hereunder.
(b) Enbridge, EOSI and EECI shall have the right at any time
during the term of this Agreement to request any changes in the Operational
Services provided to EECI, and such changes shall in no way affect the
rights or obligations of Management hereunder.
(c) Any change in the Operational Services shall be
authorized in writing and evidenced by an amendment to EXHIBIT A, which
amendment shall be signed by the parties affected thereby. Unless otherwise
agreed in writing, the provisions of this Agreement shall apply to all
changes in the Operational Services.
SECTION 1.3. NONEXCLUSIVE.
(a) Subject to SECTION 1.4, Enbridge and EOSI may provide the
Operational Services to any other person from time to time.
(b) Management and EECI shall not be obliged to acquire the
Operational Services exclusively from Enbridge or EOSI but shall remain
free to acquire such services from any other sources which they feel are
appropriate, without the prior written approval of Enbridge or EOSI.
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SECTION 1.4. COMMITMENT OF RESOURCES. Enbridge and EOSI agree to
commit to Management, on a priority basis, sufficient resources in providing the
Operational Services in order that Management may fulfill its responsibilities
as the delegee of the power to manage and control the MLP. Notwithstanding
anything herein to the contrary, Enbridge and EOSI shall continue to perform the
Operational Services on behalf of and as agent for Management as long as
Management is the delegee of the power to manage and control the MLP, or until
such time as this Agreement is terminated pursuant to SECTION 7.1 of this
Agreement.
SECTION 1.5. AUTHORIZATION OF EMPLOYEES.
(a) Management shall execute any and all documents necessary
to effectuate the authorization of Enbridge's and EOSI's employees to
represent and bind Management and the MLP in the provision of the
Operational Services by Enbridge and EOSI pursuant to this Agreement. Such
authorization by Management of the employees of Enbridge and EOSI shall be
in accordance with this Agreement and pursuant to the authority guidelines
adopted by the Board of Directors of Management, Enbridge and of EOSI and
in accordance with the general authority guidelines set forth in the
General Procedures Manuals for Management, Enbridge and EOSI.
(b) EECI shall execute any and all documents necessary to
effectuate the authorization of Enbridge's and EOSI's employees to
represent and bind EECI in the provision of the Operational Services by
Enbridge and EOSI pursuant to this Agreement. Such authorization by EECI of
the employees of Enbridge and EOSI shall be in accordance with this
Agreement and pursuant to the authority guidelines adopted by the Board of
Directors of EECI, Enbridge and of EOSI and in accordance with the general
authority guidelines set forth in the General Procedures Manuals for EECI,
Enbridge and EOSI.
ARTICLE II
COMPENSATION
SECTION 2.1. PAYMENT FOR SERVICES.
(a) Management agrees to pay Enbridge and EOSI for the
provision of the Operational Services under this Agreement (other than
under SECTION 6.3) a fee determined on the basis of an estimate of a
proportionate allocation of Enbridge's and EOSI's appropriate departmental
costs, net of amounts charged to other affiliated persons and amounts
identifiable as costs of Enbridge or EOSI, as the case may be, exclusively,
as agreed to by respective managers of Management, Enbridge and EOSI.
(b) EECI agrees to pay Enbridge and EOSI for the provision of
Operational Services under this Agreement a fee determined on the basis of
an estimate of a proportionate allocation of Enbridge's and EOSI's
appropriate departmental costs, net of amounts charged to other affiliated
persons and amounts identifiable as costs of Enbridge or EOSI, as the case
may be, exclusively, as agreed to by respective managers of EECI, Enbridge
and EOSI.
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SECTION 2.2. SPECIAL SERVICES. Management and EECI may from time
to time request Enbridge and/or EOSI to provide special additional Operational
Services. Management or EECI, as appropriate, shall pay Enbridge's or EOSI's, as
the case may be, costs and expenses incurred in the provision of such special
Operational Services in the manner and at the times specified in SECTION 3.1.
SECTION 2.3. DIRECT BILLING OF THE MLP. For Operational Services
provided to Management as the delegee of the power to manage and control the
business and affairs of the MLP, Enbridge or EOSI shall, at Management's
request, directly ▇▇▇▇ the MLP for such services.
SECTION 2.4. U.S. DOLLARS. All amounts payable under this
Agreement are expressed, and shall be paid, in U.S. dollars.
ARTICLE III
TERMS OF PAYMENT AND ACCOUNTING
SECTION 3.1. CALCULATION AND SUBMISSION OF CHARGES. Enbridge and
EOSI shall submit charges to Management, EECI and/or the MLP at the end of each
month calculated on the basis of one-twelfth (1/12) of the estimated annual
costs of the Operational Services provided hereunder, accompanied by such
supporting documentation as agreed upon from time to time by the parties hereto.
The fee may be adjusted if necessary following the completion of each year of
this Agreement based on the actual costs for the Operational Services provided
hereunder.
ARTICLE IV
AUDIT REQUIREMENTS
SECTION 4.1. ACCESS TO BOOKS AND RECORDS. Management and EECI, or
their duly authorized representatives, will have access at all reasonable times,
during the term of this Agreement and for a period of three (3) years
thereafter, to Enbridge's and EOSI's books, records, data stored in computers
and all documentation pertaining to Enbridge's and EOSI's rendition of
Operational Services under this Agreement for the purpose of auditing and
verifying the costs of such services or for any reasonable purpose. Enbridge or
EOSI shall not charge Management or EECI for any cost it may incur in connection
with such audit. Enbridge and EOSI agree to promptly reimburse Management and
EECI for audit claims resolved in the Management's or EECI's favor.
SECTION 4.2. DOCUMENT RETENTION. Enbridge and EOSI will preserve
for a period of six (6) years after termination of this Agreement all documents
mentioned in SECTION 4.1, and for longer periods upon specific request.
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ARTICLE V
LIABILITY AND INDEMNIFICATION
SECTION 5.1. INDEMNIFICATION OF MANAGEMENT AND EECI. Enbridge and
EOSI will:
(a) indemnify and save harmless Management and EECI from and
against all claims, actions, losses, expenses, costs and damages of every
nature and kind whatsoever that Management and/or EECI (or their respective
officers, employees or agents) may suffer as a result of the negligence of
Enbridge or EOSI in the provision or non-provision of Operational Services
under this Agreement;
(b) defend any claim or suit brought against Management
and/or EECI based upon such loss or damage; and
(c) pay all costs and expenses including legal fees incurred
by Management and/or EECI in connection with claim or suit.
SECTION 5.2. INDEMNIFICATION OF THE MLP. Pursuant to Section 3.2
of that certain Omnibus Agreement dated as of even date herewith between EECI,
the MLP and Enbridge (the "OMNIBUS AGREEMENT"), the obligations of Enbridge
under SECTION 5.1 of this Agreement shall extend to the MLP and its
subsidiaries.
SECTION 5.3. INDEMNIFICATION OF ENBRIDGE AND EOSI BY MANAGEMENT.
Management will:
(a) indemnify and save harmless Enbridge and EOSI from and
against all claims, actions, losses, expenses, costs or damages of every
nature and kind whatsoever that Enbridge or EOSI (or their respective
officers, employees or agents) may suffer as a result of the negligence of
Management in obtaining necessary Operational Services under this
Agreement;
(b) defend any claim or suit brought against Enbridge or EOSI
based upon such loss or damage; and
(c) pay all costs and expenses including legal fees incurred
by Enbridge or EOSI, in connection with such claim or suit.
SECTION 5.4. INDEMNIFICATION OF ENBRIDGE AND EOSI BY EECI. EECI
will:
(a) indemnify and save harmless Enbridge and EOSI from and
against all claims, actions, losses, expenses, costs or damages of every
nature and kind whatsoever that Enbridge or EOSI (or their respective
officers, employees or agents) may suffer as a result of the negligence of
EECI, in obtaining necessary Operational Services under this Agreement;
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(b) defend any claim or suit brought against Enbridge or EOSI
based upon such loss or damage; and
(c) pay all costs and expenses including legal fees incurred
by Enbridge or EOSI, in connection with such claim or suit.
SECTION 5.5. INDEMNIFICATION OF ENBRIDGE BY MLP. The
indemnification provided to Management as the delegee of the power to manage and
control the MLP pursuant to the Delegation of Control Agreement and the Third
Amended and Restated Agreement of Limited Partnership of the MLP dated as of
even date herewith, is hereby incorporated by reference and the indemnity
provided in said Agreement is hereby extended to Enbridge and EOSI, each, as an
Indemnitee.
ARTICLE VI
TERMINATION OF SERVICES
SECTION 6.1. TERM; TERMINATION RIGHTS. The term of this Agreement
shall commence as of the Effective Date above and shall continue until
terminated in accordance with this SECTION 7.1. Subject to SECTION 1.4 and
SECTION 7.2, any party shall have the right at any time to terminate all or any
part of the services provided under this Agreement as to itself upon not less
than 30 days' prior written notice. Such termination shall not relieve a
terminating party of its obligations up to and including the date of
termination.
SECTION 6.2. OBLIGATIONS UPON TERMINATION. Pursuant to
SECTION 3.1 of the Omnibus Agreement, to the extent that Enbridge is providing
services under this Agreement to Management as the delegee of the power to
manage and control the business and affairs of the MLP, as of the effective date
of:
(i) withdrawal by EECI as the general partner of the MLP;
(ii) removal of EECI as the general partner of the MLP under circumstances
where "cause" exists; or
(iii) transfer of the capital stock of EECI to any person that is not an
Affiliate of Enbridge,
then Enbridge shall be obligated to provide such services on substantially the
same terms and conditions as provided in this Agreement, to the MLP for twelve
(12) months following such effective date, but shall have no such obligation
under this Agreement thereafter.
ARTICLE VII
INTELLECTUAL PROPERTY
SECTION 7.1. DEFINITION OF INTELLECTUAL PROPERTY. In this Article
VIII, "INTELLECTUAL PROPERTY" means the rights to (i) inventions, (ii) all
granted patents for inventions, including reissue thereof, (iii) copyrights,
(iv) industrial designs, (v) trademarks, (vi) trade secrets, (vii) know-how and
(viii) any other industrial or intellectual property right, in every country
where same exists from time to time, all applications therefor, the right to
make
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applications therefor and the right to claim priority therefrom as provided
by international convention.
SECTION 7.2. LICENSE. All Intellectual Property that is
conceived, developed, produced, substantiated, or first reduced to practice by
Enbridge in the course of performing the Operational Services pursuant to this
Agreement shall accrue to and be owned by the Management or EECI, as the case
may be, subject only to the grantback of a non-exclusive, worldwide,
royalty-free, perpetual right and license to Enbridge to reproduce, translate,
modify, revise, make, use and have made that Intellectual Property as reasonably
required in connection with the internal business purposes of Enbridge.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1. NO JOINT VENTURE. This Agreement is not intended to
create, and shall not be construed as creating, any relationship of partnership,
joint venture or association for profit between the parties. In rendering the
Operational Services, Enbridge and EOSI shall be acting on behalf of and as
agents for Management and EECI.
SECTION 8.2. NO FIDUCIARY DUTIES. The parties hereto shall not
have any fiduciary obligations or duties to the other parties by reason of this
Agreement. Subject to the Omnibus Agreement among EECI, the MLP, Enbridge and
Management dated as of even date herewith, any party hereto may conduct any
activity or business for its own profit whether or not such activity or business
is in competition with any activity or business of the other party.
SECTION 8.3. NO REPRESENTATIONS OR WARRANTIES. The services to be
provided hereunder shall be provided on the basis that Enbridge and EOSI do not
make any warranties or representations, express or implied, with respect to such
services save and except that such services shall be provided by qualified
personnel in a professional and timely manner.
SECTION 8.4. FORCE MAJEURE. If either party to this Agreement is
rendered unable by force majeure to carry out its obligations under this
Agreement, other than Management's or EECI's obligation to make payments to
Enbridge and EOSI as provided for herein, that party shall give the other
parties prompt written notice of the force majeure with reasonably full
particulars concerning it. Thereupon, the obligations of the party giving the
notice, insofar as they are affected by the force majeure, shall be suspended
during, but no longer than the continuance of, the force majeure. The affected
party shall use all reasonable diligence to remove or remedy the force majeure
situation as quickly as practicable.
The requirement that any force majeure situation be removed or remedied
with all reasonable diligence shall not require the settlement of strikes,
lockouts or other labor difficulty by the party involved, contrary to its
wishes. Rather, all such difficulties, may be handled entirely within the
discretion of the party concerned.
The term "force majeure" means any one or more of:
(a) an act of God;
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(b) a strike, lockout, labor difficulty or other industrial disturbance;
(c) an act of a public enemy, war, blockade, insurrection or public riot;
(d) lightning, fire, storm, flood or explosion;
(e) governmental action, delay, restraint or inaction;
(f) judicial order or injunction;
(g) material shortage or unavailability of equipment; or
(h) any other cause or event, whether of the kind specifically enumerated
above or otherwise, which is not reasonably within the control of the
party claiming suspension.
SECTION 8.5. FURTHER ACTS. Each party shall from time to time,
and at all times, do such further acts and execute and deliver all such further
deeds and documents as shall be reasonably requested by another party in order
to fully perform and carry out the terms of this Agreement.
SECTION 8.6. TIME OF THE ESSENCE. Time is of the essence in this
Agreement.
SECTION 8.7. NOTICES. Any notice, request, demand, direction or
other communication required or permitted to be given or made under this
Agreement to a party shall be in writing and may be given by hand delivery,
postage prepaid first-class mail delivery, delivery by a reputable international
courier service guaranteeing next business day delivery or by facsimile (if
confirmed by one of the foregoing methods) to such party at its address noted
below:
(a) in the case of Enbridge, to:
Enbridge Pipelines Inc.
▇▇▇▇ ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) in the case of EECI, to:
Enbridge Energy Company, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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(c) in the case of EOSI, to:
Enbridge Operational Services, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(d) in the case of Management, to:
Enbridge Energy Management, L.L.C.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
or at such other address of which notice may have been given by such party in
accordance with the provisions of this Section.
SECTION 8.8. COUNTERPARTS. This Agreement may be executed in
several counterparts, no one of which needs to be executed by all of the
parties. Such counterpart, including a facsimile transmission of this Agreement,
shall be deemed to be an original and shall have the same force and effect as an
original. All counterparts together shall constitute but one and the same
instrument.
SECTION 8.9. APPLICABLE LAW. In the provision of services
hereunder, the parties shall comply with and observe all applicable laws,
regulations and orders of any proper authority having jurisdiction over the
services provided. This Agreement shall be construed in accordance with the laws
of the Province of Alberta and the laws of Canada applicable therein, excluding
any conflicts of law rule or principle that might refer the construction or
interpretation hereof to the laws of another jurisdiction.
SECTION 8.10. BINDING EFFECT; ASSIGNMENT.
(a) This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and
permitted assigns.
(b) This Agreement may not be assigned by any party hereto
without the prior written consent of the other parties, except that
Management may assign, in whole or in part, its right to receive
Operational Services hereunder to an affiliate of Management.
SECTION 8.11. RULES OF CONSTRUCTION. The following provisions
shall be applied wherever appropriate herein:
(i) "herein," "hereby," "hereunder," "hereof," "hereto" and other
equivalent words shall refer to this Agreement as an entirety and not
solely to the particular portion of this Agreement in which any such
word is used;
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(ii) "including" means "including without limitation" and is a term of
illustration and not of limitation;
(iii) all definitions set forth herein shall be deemed applicable whether
the words defined are used herein in the singular or the plural;
(iv) unless otherwise expressly provided, any term defined herein by
reference to any other document shall be deemed to be amended herein
to the extent that such term is subsequently amended in such document;
(v) references herein to other documents and agreements shall mean such
documents and agreements as amended and restated from time to time;
(vi) wherever used herein, any pronoun or pronouns shall be deemed to
include both the singular and plural and to cover all genders;
(vii) this Agreement shall not be construed against any person as the
principal draftsperson hereof;
(viii) the section headings appearing in this Agreement are inserted only
as a matter of convenience and in no way define, limit, construe or
describe the scope or extent of such Section, or in any way affect
this Agreement; and
(ix) any references herein to a particular Section, Article, Exhibit or
Schedule means a Section or Article of, or an Exhibit or Schedule to,
this Agreement unless another agreement is specified.
SECTION 8.12. CONFIDENTIALITY OF INFORMATION.
(a) Each party to this Agreement agrees to keep all
information provided by the other party (the "DISCLOSING PARTY") to it (the
"RECEIVING PARTY") confidential, and a receiving party shall not, without
the prior consent of an authorized senior officer of the disclosing party,
disclose any part of such information which is not available in the public
domain from public or published information or sources except:
(i) to those of its employees who require access to
the information in connection with performance of the Operational Services
by a receiving party under this Agreement;
(ii) as in the receiving party's judgment may be
appropriate to be disclosed in connection with the provision by the
receiving party of the Operational Services hereunder;
(iii) as the receiving party may be required to
disclose in connection with the preparation by the receiving party or any
of its affiliates of reporting documents, including annual financial
statements, annual reports and any filings or disclosure required by
statute, regulation or order of a regulatory authority; and
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(iv) to such legal and accounting advisors, valuers
and other experts as in the receiving party's judgment may be appropriate
or necessary in order to permit the receiving party to rely on the services
of such persons in carrying out the receiving party's duties under this
Agreement.
(b) The covenants and agreements of the parties to this
Agreement shall not apply to any information:
(i) which is lawfully in the receiving party's
possession or in the possession of its professional advisors or its
personnel, as the case may be, at the time of disclosure and which was not
acquired directly or indirectly from the disclosing party;
(ii) which is at the time of disclosure in, or after
disclosure falls into, the public domain through no fault of the receiving
party or its personnel;
(iii) which, subsequent to disclosure by the disclosing
party, is received by the receiving party from a third party who, insofar
as is known to the receiving party, is lawfully in possession of such
information and not in breach of any contractual, legal or fiduciary
obligation to the disclosing party and who has not required the receiving
party to refrain from disclosing such information to others; and
(iv) disclosure of which the receiving party
reasonably deems necessary to comply with any legal or regulatory
obligation which the receiving party believes in good faith it has.
SECTION 8.13. INVALIDITY OF PROVISIONS. In the event that one or
more of the provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect under any applicable law, the validity, legality or
enforceability of the remaining provisions hereof shall not be affected or
impaired thereby. Each of the provisions of this Agreement is hereby declared to
be separate and distinct.
SECTION 8.14. MODIFICATION; AMENDMENT. Subject to obtaining the
necessary regulatory approvals, this Agreement may not be modified or amended
except by an instrument in writing signed by each of the parties hereto or by
their respective successors or permitted assigns.
SECTION 8.15. ENTIRE AGREEMENT. This Agreement constitutes the
whole and entire agreement between the parties hereto and supersedes any prior
agreement, undertaking, declarations, commitments or representations, verbal or
oral, in respect of the subject matter hereof.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
with effect as of the date first above written.
ENBRIDGE PIPELINES INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Vice President, Development &
Services
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Corporate Secretary
ENBRIDGE ENERGY COMPANY, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
President
ENBRIDGE OPERATIONAL SERVICES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chair
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Secretary
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇▇
President
SIGNATURE PAGE TO OPERATIONAL SERVICES AGREEMENT
EXHIBIT A
to Operational Services Agreement dated October 17, 2002
between Enbridge Pipelines, Inc.,
Enbridge Energy Company, Inc.,
Enbridge Operational Services, Inc., and
Enbridge Energy Management, L.L.C.
Enbridge and EOSI shall provide Management (referred to herein collectively with
the MLP as "MANAGEMENT") and EECI (to the extent necessary) with certain
services in general, including:
(a) providing executive, administrative and other services on an "as required"
basis;
(b) tracking all shipments of liquid hydrocarbons, natural gas and other
products within the pipeline systems in Canada and the United States;
(c) monitoring capacity available in Canada and the United States to transport
liquid hydrocarbons, as well as identifying "bottlenecks" where capacity
is, or will become, inadequate to meet all shippers' requirements;
(d) scheduling all shipments of liquid hydrocarbons in Canada and the United
States; and
(e) in co-operation with Management and EECI, and subject to applicable laws,
codes and local requirements, setting standards for integrity, operation,
maintenance and replacement of the pipeline systems in Canada and the
United States.
In particular, Enbridge and EOSI will provide Management and EECI with the
following services:
1. Maintain their respective tariff lists comprising shippers and other
interested parties.
2. Receive tenders/nominations on their behalf, schedule and co-ordinate
monthly receipt and delivery levels, pumping rates, inventory levels, and
daily pump orders.
3. Determine working stock requirements of pipeline systems.
4. Provide advisory services with respect to oil measurement activities.
5. Provide short and long term pumping forecasts.
6. Provide oil accounting services, including preparation of invoices for
transportation services, and co-coordinating accounting practices and
procedures.
7. Provide advisory services with respect to specifications for control system
hardware and software requirements so as to ensure compatibility between
all portions of the Enbridge System and the Lakehead System.
A-1
8. Provide computer application development and support services for all
computer applications that are required so as to ensure compatibility
between the Enbridge System and the Lakehead System.
9. Provide advisory services and assistance for computer equipment and
software acquisition, implementation and maintenance.
10. Provide computer time and resources for computer applications and other
computer services.
11. Provide advisory services and assistance with respect to
telecommunications, control circuits and related communication services.
12. Provide patrol and other aircraft services.
13. Provide advisory services with respect to pipeline operating standards and
procedures.
14. Provide advisory services with respect to electrical standards.
15. Determine electric power requirements and costs as well as advise as to
changes or alterations to equipment desirable for increased efficiency.
16. Provide planning studies and recommend as to short and long term facility
needs to meet throughput requirements and to improve operational integrity.
17. Carrying out hydraulic studies which are required for facility planning and
design and to optimize operations.
18. Provide engineering services related to operations, existing facilities
and, as required, for new facilities.
19. Undertake tariff studies.
In providing the foregoing services, Enbridge and EOSI shall be acting on behalf
of and as agents for Management and EECI.
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