Exhibit 10.5
OPERATIONAL SERVICES AGREEMENT
DATED AS OF [_________________], 2002
AMONG
ENBRIDGE PIPELINES INC.
ENBRIDGE OPERATIONAL SERVICES, INC.
ENBRIDGE ENERGY COMPANY, INC.
AND
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
OPERATIONAL SERVICES AGREEMENT
This OPERATIONAL SERVICES AGREEMENT (this "AGREEMENT") is made as of
[_______], 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 for the benefit of the MLP will be
provided to Management; 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, for use by
Management in connection with serving as the delegee of the power to
manage and control the MLP, with certain services as set forth on EXHIBIT
A (the "OPERATIONAL SERVICES") during the term of this Agreement and for
such additional periods as the parties may agree.
(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.
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(c) The services to be provided hereunder shall be provided
from time to time at such times and pursuant to such instructions and
specifications as Management and EECI shall provide.
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. GENERAL SERVICES 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.
SECTION 1.4. COMMITMENT OF RESOURCES.
(a) Enbridge and EOSI agree to commit on a priority basis
sufficient resources in providing services hereunder in order that
Management may reasonably rely on Enbridge's and EOSI's ability to assist
Management in carrying out its responsibilities as the delegee of the
power to manage and control the MLP. Enbridge and EOSI will provide
services to the MLP required of Management as such delegee of such power
pursuant to the applicable provisions of the Delegation of Control
Agreement and the Third Amended and Restated Agreement of Limited
Partnership of the MLP dated as of even date herewith (the "MLP
Partnership Agreement"). Notwithstanding anything herein to the contrary,
Enbridge shall continue to perform the services provided under this
Agreement 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 by
mutual agreement between Enbridge, EOSI and Management.
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(b) Enbridge and EOSI agree to commit on a priority basis
sufficient resources in providing services hereunder in order that EECI
may reasonably rely on Enbridge's and EOSI's ability to assist EECI in
carrying out its day to day operations.
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 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 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 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 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.
SECTION 2.2. SPECIAL SERVICES. Management and EECI may from time to
time request Enbridge and/or EOSI to provide special services additional to the
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 services in the manner and at the times specified in SECTION 3.1.
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SECTION 2.3. DIRECT BILLING OF THE MLP. For services attributable to
the MLP, Enbridge or EOSI shall, at Management's request, directly xxxx 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 and EECI at the end of each month
calculated on the basis of one-twelfth (1/12) of the estimated annual costs of
the services provided hereunder, accompanied by such supporting documentation as
agreed upon from time to time by the parties hereto. The fee will be adjusted if
necessary following the completion of each year of this Agreement based on the
actual costs for the 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 services rendered
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 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.
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 which 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
services under this Agreement;
(b) defend any claim or suit brought against Management and/or
EECI based upon such loss or damage; and
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(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 2.6(d)
of that certain Omnibus Agreement dated as of even date herewith between EECI,
Management, the MLP and Enbridge (the "OMNIBUS AGREEMENT"), the obligations of
Enbridge under SECTION 5.1 of this Agreement shall extend to the MLP.
SECTION 5.3. INDEMNIFICATION OF ENBRIDGE AND EOSI BY MANAGEMENT AND
EECI. Management and 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
Management and EECI, respectively, in obtaining necessary 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 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 MLP Partnership
Agreement, is hereby incorporated by reference and the indemnity provided in
said Agreement is hereby extended to Enbridge and EOSI as an Indemnitee.
ARTICLE VI
TRANSPORTATION RELATIONSHIP
SECTION 6.1. TRANSPORTATION OBLIGATIONS OF MANAGEMENT. Management
agrees to transport within the United States through the crude oil and liquid
petroleum pipeline system located in the United States that is owned by Enbridge
Energy, Limited Partnership, a Delaware limited partnership (the "OPERATING
PARTNERSHIP") (the "LAKEHEAD SYSTEM"), subject to the Operating Partnership's
applicable rates, rules and regulations, all liquid hydrocarbons delivered by
Enbridge from the Enbridge System (as defined below) into the Lakehead System.
SECTION 6.2.. INVOICE RIGHTS OF MANAGEMENT. As consideration for the
transportation by Management of liquid hydrocarbons through the Lakehead System
pursuant to SECTION 6.1, Management shall be entitled to invoice directly each
shipper (a "SHIPPER") whose liquid hydrocarbons are transported through the
Lakehead System, such amounts as the Operating Partnership may from time to time
be permitted to charge pursuant to the Operating Partnership's applicable rates,
rules and regulations; PROVIDED, HOWEVER, that, as between Enbridge and
Management, Management shall bear all risk of default or non-payment by a
Shipper of the amount so charged.
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SECTION 6.3. TRANSPORTATION OBLIGATIONS OF ENBRIDGE. Enbridge agrees
to transport within Canada through the crude oil and liquid petroleum pipeline
system located in Canada that is owned and operated by Enbridge and certain of
its affiliates (the "ENBRIDGE SYSTEM"), subject to Enbridge's applicable rates,
rules and regulations, all liquid hydrocarbons delivered by Management from the
Lakehead System into the Enbridge System.
SECTION 6.4. INVOICE RIGHTS OF ENBRIDGE. As consideration for the
transportation by Enbridge of liquid hydrocarbons through the Enbridge System
pursuant to Section 6.3, Enbridge shall be entitled to invoice directly each
Shipper whose liquid hydrocarbons are transported through the Enbridge System,
such amounts as Enbridge may from time to time be permitted to charge pursuant
to Enbridge's applicable rates, rules and regulations; PROVIDED, HOWEVER, that,
as between Management and Enbridge, Enbridge shall bear all risk of default or
non-payment by a Shipper of the amount so charged.
ARTICLE VII
TERMINATION OF SERVICES
SECTION 7.1. TERM; TERMINATION RIGHTS. The term of this Agreement
shall commence as of the Effective Date above and shall continue until
terminated with this SECTION 7.1. Subject to 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 7.2. OBLIGATIONS UPON TERMINATION. Pursuant to SECTION
2.6(c) 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 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 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,
agency, joint venture or association for profit between the parties.
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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;
(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.
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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.
0000 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile: (000) 000-0000
(b) in the case of EECI, to:
Enbridge Energy Company, Inc.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: President
Facsimile: (000) 000-0000
(c) in the case of EOSI, to:
Enbridge Operational Services, Inc.
00000 Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx X0X 0X0
Attention: President
Facsimile: (000) 000-0000
(d) in the case of Management, to:
Enbridge Energy Management, L.L.C.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: President
Facsimile: (000) 000-0000
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
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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. This Agreement will inure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. This Agreement may not be assigned by any
party hereto without the prior written consent of the other parties.
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;
(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.
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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
(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.
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SECTION 8.13. INTELLECTUAL PROPERTY.
(a) In this SECTION 8.14, "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
applications therefor and the right to claim priority therefrom as
provided by international convention.
(b) 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.
SECTION 8.14. 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 8.15. 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 8.16. 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: ____________________________________
Name: ____________________________________
Title:____________________________________
By: ____________________________________
Name: ____________________________________
Title:____________________________________
ENBRIDGE ENERGY COMPANY, INC.
By: ____________________________________
Name: ____________________________________
Title:____________________________________
ENBRIDGE OPERATIONAL SERVICES, INC.
By: ____________________________________
Name: ____________________________________
Title:____________________________________
ENBRIDGE ENERGY MANAGEMENT, L.L.C.
By: ____________________________________
Name: ____________________________________
Title:____________________________________
SIGNATURE PAGE TO OPERATIONAL SERVICES AGREEMENT
EXHIBIT A
to Operational Services Agreement dated [____________], 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 to Management and EECI;
(b) tracking all shipments of liquid hydrocarbons and natural gas 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 Lakehead and EECI's 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 assure compatibility
between all portions of the Enbridge System and the Lakehead System.
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8. Provide computer application development and support services for all
computer applications that are required so as to assure compatibility
between the Enbridge System and the Lakehead System.
9. Provide advisory services and assistance for the MLP's systems
computer equipment and software acquisition, implementation and
maintenance.
10. Provide computer time and resources for the MLP's systems computer
applications and other computer services for Management and EECI.
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 Management and EECI
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
of the Enbridge System and the Lakehead System.
17. Carrying out hydraulic studies which are required for facility planning
and design and to optimize Enbridge System and Lakehead System operations.
18. Provide engineering services related to Lakehead System operations,
existing facilities and, as required, for new facilities.
19. Undertake Lakehead System revenue and tariff studies.
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