NATURAL GAS VEHICLE CONTRIBUTION AGREEMENT THIS AGREEMENT ... · PDF fileNATURAL GAS VEHICLE...

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1 NATURAL GAS VEHICLE CONTRIBUTION AGREEMENT THIS AGREEMENT is made effective as of (the “Effective Date”) BETWEEN: , (the “Recipient”) AND: FORTISBC ENERGY INC., 16705 Fraser Highway, Surrey, British Columbia, V4N 0E8 (“FEI”) WHEREAS: A. The Recipient wishes to acquire by purchase or lease and/or convert vehicles powered or to be powered by natural gas as more particularly shown in the table set out in Schedule A (the Vehicles”, or individually, a “Vehicle”). B. STATION OPTION 1A (build station)The Recipient further wishes to have a natural gas fueling station (the “Fueling Station”) constructed or installed on its lands located at (the “Lands”) for the purpose of fueling its own vehicles, including the Vehicles, and, since the Lands are located within a designated natural gas transportation corridor, in order to receive additional funding from FEI pursuant to this Agreement, to also provide fueling services to one or more other persons. C. STATION OPTION 1B (use station)The Recipient intends to access one or more designated FEI third party fueling stations (each, a “Designated Fueling Station”) for the purpose of fueling the Vehicles. D. FEI wishes to support the use of energy sources that decrease greenhouse gas emissions and encourage the use of natural gas vehicles in commercial sectors by contributing to the acquisition and/or conversion costs of natural gas vehicles utilizing its Natural Gas for Transportation (NGT) incentive funding (the “Incentive Funding Program”). E. The Recipient has applied to FEI for funding assistance and FEI has agreed to contribute to the acquisition price and/or conversion cost of the Vehicles, as applicable, on the terms and conditions set out in this Agreement. NOW THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties agree as follows: 1. Representations and Warranties 1.1 Recipient Information. The Recipient acknowledges FEI’s decision to provide funding assistance to the Recipient is based on information provided by the Recipient in its application for NGT funding and obtained by FEI during the application review process. The Recipient represents and warrants to FEI that all such information is true and accurate as of the date of execution of this Agreement. The Recipient shall immediately notify FEI of any changes to the Recipient’s

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NATURAL GAS VEHICLE CONTRIBUTION AGREEMENT THIS AGREEMENT is made effective as of (the “Effective Date”)

BETWEEN:

,

(the “Recipient”)

AND:

FORTISBC ENERGY INC., 16705 Fraser Highway, Surrey, British Columbia, V4N 0E8

(“FEI”)

WHEREAS:

A. The Recipient wishes to acquire by purchase or lease and/or convert vehicles powered or to be powered by natural gas as more particularly shown in the table set out in Schedule A (the “Vehicles”, or individually, a “Vehicle”).

B. STATION OPTION 1A (build station)The Recipient further wishes to have a natural gas fueling station (the “Fueling Station”) constructed or installed on its lands located at (the “Lands”) for the purpose of fueling its own vehicles, including the Vehicles, and, since the Lands are located within a designated natural gas transportation corridor, in order to receive additional funding from FEI pursuant to this Agreement, to also provide fueling services to one or more other persons.

C. STATION OPTION 1B (use station)The Recipient intends to access one or more designated FEI third party fueling stations (each, a “Designated Fueling Station”) for the purpose of fueling the Vehicles.

D. FEI wishes to support the use of energy sources that decrease greenhouse gas emissions and encourage the use of natural gas vehicles in commercial sectors by contributing to the acquisition and/or conversion costs of natural gas vehicles utilizing its Natural Gas for Transportation (NGT) incentive funding (the “Incentive Funding Program”).

E. The Recipient has applied to FEI for funding assistance and FEI has agreed to contribute to the acquisition price and/or conversion cost of the Vehicles, as applicable, on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the mutual promises set out herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties agree as follows:

1. Representations and Warranties

1.1 Recipient Information. The Recipient acknowledges FEI’s decision to provide funding assistance to the Recipient is based on information provided by the Recipient in its application for NGT funding and obtained by FEI during the application review process. The Recipient represents and warrants to FEI that all such information is true and accurate as of the date of execution of this Agreement. The Recipient shall immediately notify FEI of any changes to the Recipient’s

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information or, if the representations and warranties contained in this section 1 cease to be true, at any time during the Term.

1.2 Vehicle Use. The Recipient represents and warrants to FEI the Vehicles will be primarily used in British Columbia; where primary use shall mean at least 75% of total kilometers driven in any year, or as otherwise reasonably determined by FEI.

1.3 [If fueling station is being built by Recipient use this clause, otherwise delete]Fueling Station Construction and Use - The Recipient covenants and agrees to have a Fueling Station constructed on the Lands and represents and warrants to FEI the Recipient will complete the construction of a Fueling Station so the Fueling Station is operational within three (3) years of the Effective Date (the “Station Installation Deadline”). The Recipient further covenants and agrees that the Recipient will at all times during the Term permit third parties to obtain fueling services from the Fueling Station.

1.4 Fuel Source – The Recipient acknowledges it is a condition of receiving funding from FEI hereunder the Recipient will operate the Vehicles using natural gas purchased directly from FEI or indirectly through a third party which uses natural gas purchased from FEI (collectively, an “Approved Supplier”) and the Recipient will, prior to operating the Vehicles provide a copy of its fueling plan for the Vehicles to FEI for review and approval and will, upon request from FEI, provide evidence satisfactory to FEI that the Recipient has entered into a written agreement with an Approved Supplier. [for LNG vehicles only – if CNG, delete this last sentence]If the supply of natural gas is interrupted or curtailed pursuant to FEI Rate Schedule 46, Interruptible Natural gas Sales and Dispensing Service, as amended from time to time, the Recipient may temporarily utilize another source of natural gas until FEI is able to resume supply.

1.5 Quality and Fitness of Vehicles. Despite any input, information or contribution made by FEI to the Recipient, FEI makes no warranties or representations, express or implied, with respect to the Vehicles, including their acquisition or conversion, or natural gas vehicles in general, including but not limited to any implied warranty of merchantability, fitness for a particularly purpose or durability. It is the sole responsibility of the Recipient to determine the suitability of the Vehicles for its purposes and undertake any due diligence the Recipient considers necessary and appropriate.

2. Contribution and Payment

2.1 Amount of Vehicle Contribution. FEI will make a contribution towards the acquisition or conversion (as applicable) of the maximum number of Vehicles set out in Schedule A, calculated as the Price Differential or Conversation Costs, as the case may be, each as determined in accordance with section 2.5 (Price Differential/Conversion Cost) times the Total Contribution Factor set out in Schedule A (the “Vehicle Contribution”), subject to:

(a) reduction pursuant to sections 2.3 (Maximum Contribution) and 2.2(a) (Limits to Vehicle Contribution); and

(b) repayment pursuant to sections 2.7 (Third Party Funding), 2.10 (Return of Vehicle Contribution and applicable for OPTION A only 2.11 (Return of Fueling Station Component).

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2.2 Limits to Vehicle Contribution.

(a) A Vehicle Contribution will not be made:

(i) for any purchased or leased Vehicle, where the Recipient has ordered or acquired such Vehicle prior to the Effective Date;

(ii) for any Vehicle being converted, where the Recipient has entered into a contract to convert the fuel system prior to the Effective Date; and

(iii) for any Vehicle acquired or converted after the Vehicle Deadline set out in Schedule A;

unless otherwise agreed to by FEI in writing.

2.3 Maximum Contribution. If the Vehicle Contribution exceeds the Maximum Vehicle Contribution set out in Schedule A, the Vehicle Contribution for such Vehicle will be reduced to equal the Maximum Contribution; provided that FEI may, in its sole and absolute discretion, increase the Maximum Vehicle Contribution up to a maximum of five percent (5%) for any Vehicle if the actual purchase price, lease price or Conversion Costs paid by the Recipient with respect to such Vehicle was greater than the amount originally quoted to the Recipient for such Vehicle where such increase was as a result of external factors such as exchange rate fluctuation; provided that in no event will the Vehicle Contribution exceed the Maximum Contribution.

2.4 Price Differential/Conversation Costs. “Price Differential” means the difference between the purchase or lease price of a comparable diesel powered vehicle and the purchase or lease price of the Vehicle, not including taxes and PDI; and “Conversion Costs” means the actual and direct costs paid by the Recipient to its contractors and suppliers for converting the Vehicles to operate with a natural gas fuel system.

2.5 Determination of Price Differential. For the purpose of calculating the Price Differential, the Recipient will provide evidence, satisfactory to FEI, identifying the purchase price of a diesel powered vehicle having the same or similar attributes as the Vehicle, which evidence may include recent sales or acquisitions and quotes from dealers or manufacturers.

2.6 Validation of Price Differential and Conversion Costs. FEI reserves the right to independently verify and validate the Price Differential data and the amount of the Conversion Costs and to calculate the Maximum Contribution based on the evidence provided by the Recipient or as otherwise obtained by FEI.

2.7 Third Party Funding. This Agreement does not preclude the Recipient or FEI from applying for, soliciting or accepting grants, funding or contributions from other sources towards the acquisition, conversion or operation of the Vehicles (the “Third Party Funding”), provided that if:

(a) the Recipient accepts Third Party Funding within five (5) years of the Effective Date; and

(b) such Third Party Funding would not otherwise be available to the Recipient in the ordinary course of business with respect to any vehicles; and

(c) the Vehicle Contribution plus the Third Party Funding exceeds the Price Differential;

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the Vehicle Contribution will be reduced by the amount the Vehicle Contribution made plus the Third Party Funding exceeds the Price Differential or the Conversion Costs, as the case may be, and the Recipient will return such excess amount within five (5) business days of receipt of the Third Party Funding. The Recipient covenants and agrees to immediately provide FEI the details of any applications submitted or offers or opportunities for Third Party Funding and, upon receipt of a commitment for Third Party Funding, the details and amounts thereof. Any Third Party Funding applied for, and received by FEI shall be incorporated into and become part of the Vehicle Contribution. For the purpose of this section, “Third Party Funding” does not include federal or provincial tax incentives for the acquisition and/or operation of natural gas vehicles, including any special depreciation class.

2.8 Application of Vehicle Contribution. The Recipient shall apply the Vehicle Contribution towards the purchase price of the Vehicle or Conversion Costs and not towards lease or financing payments. For any Vehicle being leased by the Recipient, the Recipient will deliver the Vehicle Contribution for such Vehicle to the vehicle leasing company to be applied to the benefit of the Recipient and the lease payments reduced accordingly. The Recipient shall provide FEI with satisfactory evidence of such payment adjustment prior to FEI making payment of the Vehicle Contribution for such Vehicle. If the Recipient is a vehicle leasing company the Vehicle Contribution will accrue to the benefit of the lessee of the Vehicle and lease payments adjusted accordingly.

2.9 Payment. FEI shall pay the Vehicle Contribution to the Recipient in the following manner:

(a) twenty-five (25%) percent within thirty (30) days following receipt of documentation satisfactory to FEI of a binding commitment for the purchase, lease or conversion of the Vehicle and either confirmation of the purchase price of a similar diesel powered vehicle in accordance with section 2.5 (Determination of Price Differential) or the estimated Conversion Costs for such Vehicle; and

(b) the balance within thirty (30) days following receipt of documentation from the Recipient satisfactory to FEI:

(i) with respect to the purchase of the Vehicle, that the purchase has been completed and the Vehicle is registered and insured in the name of the Recipient;

(ii) with respect to the lease of the Vehicle, that the lease has commenced and the Vehicle is registered and insured in the name of the Recipient as lessee and that lease payments have been adjusted in accordance with section 2.8; and

(iii) with respect to converted Vehicles, of the Conversion Costs paid by the Recipient, that the conversion of the Vehicle has been completed and the Vehicle is in service.

provided that FEI may, in its discretion, and upon notice to the Recipient, adjust the payment schedule to enable payments of the Vehicle Contribution to be made for multiple Vehicles concurrently, including upon the completion of the acquisition and/or conversion of all the Vehicles.

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2.10 Return of Vehicle Contribution.

(a) In addition to any payments or repayments to be made pursuant to section 2.7 (Third Party Funding), applicable for OPTION A only 2.11 (Return of Fueling Station Component), section 2.12 (Minimum Fuel Commitment) and section 6 (Default), the Recipient shall, unless otherwise agreed to by FEI in writing, return the Vehicle Contribution made with respect to a Vehicle, in whole or in part in accordance with subsection (b) below, and FEI will be under no obligation to make any further Vehicle Contribution with respect to such Vehicle, in the following circumstances (each a “Repayment Event”):

(i) the acquisition of the Vehicle does not complete within one (1) year of the Recipient entering into the purchase or lease commitment for the Vehicle or such later date approved in writing by FEI;

(ii) the conversion of the Vehicle and return to service does not complete within one (1) year of the Effective Date;

(iii) at any time prior to the end of the Service Life Term of the Vehicle as identified in section 2.1, which Service Life Term commences upon the completion of Vehicle registration and insurance in the name of the Recipient for acquired Vehicles and upon the completion of the conversion for converted Vehicles (the “Service Life Term”), the Recipient receives insurance proceeds as a result of the Vehicle being declared a total or constructive loss by the insurer, unless the Recipient applies the insurance proceeds to the acquisition of a replacement natural gas vehicle having the same or similar attributes as the Vehicle.

(iv) at any time prior to the end of the Service Life Term, the Recipient:

A. sells or otherwise transfers its right, title or interest in and to the Vehicle to any person without the prior written consent of FEI, which will not be unreasonably withheld;

B. removes the Vehicle from regular service, with the exception of temporary removal for the purpose of repair or maintenance;

C. does not use the Vehicle primarily in British Columbia; D. removes or replaces the natural gas fuel system components from the

Vehicle; E. when fueling the Vehicles, fails to comply with applicable natural gas

safety codes, standards and requirements, whether existing at law or in accordance with fueling and fuel management procedures as specified by FEI through training or otherwise or as set out in the Recipient’s approved fueling plan; or

F. ceases to purchase natural gas from an Approved Supplier for the purpose of fueling the Vehicles, unless otherwise approved in writing by FEI.

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(b) The Recipient will notify FEI in writing within five (5) business days of the occurrence of a Repayment Event, and within five (5) business days following such notification, the Recipient will return to FEI, with respect to each of such Vehicle or Vehicles:

(i) where sub-section 2.10(a)(i) or 2.10(a)(ii) applies, the total Vehicle Contribution;

(ii) where sub-section 2.10(a)(iii) applies, a proportionate share of the insurance proceeds based on the amount of the Vehicle Contribution relative to the price of the Vehicle; or

(iii) the Vehicle Contribution reduced at the rate of 1/Service Life Term for each completed year after the acquisition or conversion of the Vehicle prior to one or more of the conditions set out in sub-section 2.10(a)(iv) becoming applicable.

2.11 applicable for OPTION A only – Recipient installs Fueling Station Return of Fueling Station Component.

(a) If the Recipient fails to have a Fueling Station installed and operational on the Lands by the Station Installation Deadline, the Recipient will return to FEI, within thirty (30) days following the Station Installation Deadline an amount equal to the sum of the Fueling Station Factor component of the Vehicle Contribution as shown in Schedule A for all of the Vehicles.

(b) If the Recipient, at any time during the Term, after installing a Fueling Station, refuses or ceases to permit third parties to obtain fueling services from the Fueling Station, the Recipient will return to FEI, within thirty (30) days of request for payment, an amount equal to the Fueling Station Factor component of the Vehicle Contribution as shown in Schedule A for all of the Vehicles; which amount may be reduced proportionately based on the length of time, in months, the Recipient permitted third party use relative to the total number of months from the date of installation to the end of the Term. Despite the foregoing, the Recipient shall be entitled to restrict third parties who are its direct competitors, as approved by FEI, from using the Fueling Station and such restriction shall not result in the Recipient being in non-compliance with the Recipient’s obligation regarding third party use of the Fueling Station.

2.12 Minimum Fuel Commitment.

(a) The Recipient acknowledges FEI’s decision to provide funding assistance to the Recipient hereunder is based, in part, on the commitment by the Recipient to purchase at least GJs of natural gas per Vehicle annually, as may be adjusted pursuant to sub-section (b), (or an aggregate quantity equal to such amount multiplied by the number of Vehicles for which a Vehicle Contribution has been made) (the “Minimum Annual Quantity”) from an Approved Supplier. The Recipient agrees that if, at the end of each year, the Recipient has purchased less than the Minimum Annual Quantity, the Recipient will pay to FEI, within 30 days of invoice, an amount calculated as the difference between the actual amount of natural gas purchased in such year and the Minimum Annual Quantity multiplied by $ per GJ; provided that the Recipient’s obligation to make payment pursuant to this provision with respect to any year shall not apply if, for such year, the Recipient is subject to a fuel supply agreement with FEI for the supply of not less than

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the Minimum Annual Quantity of natural gas for the purpose of operating the Vehicles with minimum “take or pay” provisions.

(b) The Recipient confirms the Minimum Annual Quantity was established based on the Recipient’s own determination of proposed Vehicle usage and estimated fuel consumption, having regard to such investigations, research and analysis as the Recipient considered appropriate in the circumstances, and provided by the Recipient to FEI as part of the Recipient’s application for funding. At the request of the Recipient made prior the Recipient entering into a written order for the acquisition or conversion of the Vehicle, FEI may, in its sole and absolute discretion, adjust the Minimum Annual Quantity (either for the Term or for any year of the Term) if the Recipient can reasonably demonstrate to FEI that, based on newly acquired information and/or recalculation of estimated Vehicle usage, the Recipient has overestimated the fuel consumption; provided that in no event will the Minimum Annual Quantity be less than the equivalent of GJs per Vehicle; and the provisions of section 8.10 (Waiver) shall apply.

2.13 Overdue Payments. If the Recipient fails to make any payment or repayment due by its due date, such overdue payments will be subject to a late payment charge of 1.5% per month (19.56% per annum) and FEI shall be entitled to deduct any overdue amounts, including the late payment charges thereon, from any future Vehicle Contribution to the Recipient.

2.14 Security Interest. In consideration of FEI making a financial contribution towards the acquisition or conversion of the Vehicles, the Recipient hereby grants to FEI a security interest in and to the Vehicles to secure the Recipient’s obligations under this Agreement and the Recipient hereby consents to the registration of such security interest by FEI in priority to any other security interest over the Vehicles, save and except any security interest granted to lenders as a purchase money security interest or registered against such Vehicles as serial numbered goods and granted to enable the purchase of the Vehicles.

3. Maintenance and Use of Vehicles

3.1 Operating and Maintenance. Except as otherwise provided in this Agreement, at all times during the Service Life Term, the Recipient is responsible for the purchase, use, operation and maintenance of the Vehicles, including any modifications or upgrades required to the Recipient’s facilities to accommodate the Vehicles.

3.2 Vehicle Data and Information. During the Service Life Term, the Recipient shall provide to FEI all data and information reasonably requested by FEI from time to time with respect to the Vehicles, including mileage, gas consumption and hours of usage (if tracked). FEI shall be entitled to use all such data and information for statistical, marketing and other purposes, to include such data and information in any reports, publications and other records distributed by FEI from time to time and to disclose such data and information to any governmental authority, including the BCUC; provided that when disclosing such data publicly, FEI agrees not to attribute such data to the Recipient by name or in a manner which would identify the data as belonging to the Recipient, except to the extent required by law or as otherwise agreed by the Recipient in writing.

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4. Publicity

4.1 Vehicle Decals. FEI shall be entitled to affix decals to the exterior of the Vehicles incorporating FEI’s corporate logo and web-site information and identifying the Vehicles as powered by natural gas by FEI, all of reasonable size and prominence as approved by the Recipient, which approval will not be unreasonably withheld, delayed or conditioned.

4.2 Public Announcements.

(a) Neither party shall issue a press release, public announcement, or marketing or promotional material with respect to the Vehicle Contribution or this Agreement (the “Marketing Materials”) without the consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned.

(b) The Recipient shall acknowledge FEI’s contribution towards the Vehicles in all Marketing Materials issued by or on behalf of the Recipient.

(c) This section shall not restrict FEI from publicly disclosing the award of funding (including the details thereof) or making regulatory submissions with respect to such funding without being required to obtain the Recipient’s consent.

5. Indemnification

5.1 Recipient Indemnity. The Recipient shall indemnify and hold harmless each of FEI, its affiliates and their employees, directors, representatives, agents, officers and contractors from and against any and all adverse claims, losses, suits, actions, judgments, demands, debts, accounts, damages, costs, penalties and expenses (including all legal fees and disbursements) arising from or out of:

(a) any injury to persons (including death) or loss of or damage to property which may be or be alleged to be caused or suffered as a result of the use or operation of the Vehicles;

(b) any claim, demand or action made by a third party against it or any of them based upon FEI’s capacity as a provider of financial assistance under this Agreement; or

(c) any breach by the Recipient, its employees, directors, officers, representatives, agents or contractors of any of the provisions contained in this Agreement.

6. Default

6.1 Default by the Recipient. If, in the opinion of FEI, the Recipient has made any misrepresentation under the terms of this Agreement, or has failed to proceed diligently with the purchase of the Vehicles or is otherwise in default on carrying out the terms and conditions of this Agreement, FEI may exercise any or all of the following remedies:

(a) terminate this Agreement in whole or in part;

(b) terminate its obligation to pay any Vehicle Contribution, whether due or accruing due at the time of such termination; and

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(c) require the Recipient to immediately repay all or any part of the Vehicle Contributions made by FEI to the Recipient.

7. Dispute resolution

7.1 Where any dispute arises out of or in connection with this Agreement, either party may request the other party to appoint senior representatives to meet and attempt to resolve the dispute either by direct negotiations or mediation. Unresolved disputes may be submitted for final resolution by arbitration administered by the British Columbia International Commercial Arbitration Centre under its “Shorter Rules for Domestic Commercial Arbitration” in Vancouver, British Columbia, Canada. The language of that arbitration will be English. Alternatively, the Parties may agree, within 15 days of request by a party for final resolution, to submit that dispute for final resolution by arbitration in another manner.

7.2 The parties shall continue to fulfill their respective obligations pursuant to this Agreement during the resolution of any dispute in accordance with this section.

8. General

8.1 Term. The term of this Agreement shall commence on the Effective Date and terminate upon the expiration of the Service Life Term of all of the Vehicles, unless terminated earlier pursuant to the terms and conditions of this Agreement (the “Term”).

8.2 Inspection and Audit. The Recipient shall, at all times during the Term, maintain accurate and complete records of its operations, including with respect to the information provided by the Recipient in its application for NGT funding, and the use and activities of the Vehicles (collectively, the “Records”). The Recipient agrees FEI or its authorized representative shall have access to and the right to examine and audit the Records and the operations of the Recipient at any time during regular business hours to ensure the accuracy of the Recipient’s application and compliance with terms of this Agreement.

8.3 Costs. Except as otherwise set out in this Agreement, each party will be responsible for the payment of its own costs and expenses related to performing its obligations under this Agreement.

8.4 Survival. The following sections shall survive the termination or expiration of this Agreement: Sections 2.7 [Third Party Funding], 2.10 [Return of Vehicle Contribution], applicable for OPTION A only 2.11 [Return of Fueling Station Component], 2.12 [Minimum Fuel Commitment], 5 [Indemnification], 7 [Dispute Resolution], 8.5 [Governing Law] and 8.8 [Notice].

8.5 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada. The parties hereby attorn to the jurisdiction of the courts of British Columbia.

8.6 Assignment. The Recipient shall not assign its rights and obligations under this Agreement without the prior written consent of FEI, which consent shall not be unreasonably withheld. FEI may assign this Agreement, or parts thereof, to any of its affiliated entities.

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8.7 Relationship. Nothing contained in this Agreement shall be construed to place the parties in the role of partners or joint venturers or agents and no party shall have the power to obligate or bind any other party in any manner whatsoever.

8.8 Notice. Any notices or other communication required to be given or made pursuant to the Agreement shall, unless otherwise expressly provided herein, be in writing and shall be personally delivered to or forwarded by postage prepaid mail to either party at its address set forth below:

TO FEI: FORTISBC ENERGY INC. 16705 Fraser Highway, Surrey, BC V4N 0E8

Attention: FortisBC NGT Incentive Program Energy Products & Services

TO THE RECIPIENT:

Attention:

8.9 Amendments. No amendment or variation of the Agreement shall be effective or binding upon the parties unless such amendment or variation is set forth in writing and duly executed by the parties.

8.10 Waiver. No party is bound by any waiver of any provision of this Agreement unless such waiver is consented to in writing by that party. No waiver of any provisions of this Agreement constitutes a waiver of any other provision, nor does any waiver constitute a continuing waiver unless otherwise provided.

8.11 Enurement. This Agreement enures to the benefit of and is binding on the parties and their respective successors and permitted assigns.

8.12 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination does not impair or affect the validity, legality or enforceability of any other provision of this Agreement.

8.13 Further Assurances. The parties shall sign such further and other documents and do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

8.14 Remedies Cumulative. All rights and remedies of each party under this Agreement are cumulative and may be exercised at any time and from time to time, independently and in combination.

8.15 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, covenants, representations, warranties or other provisions, whether express or implied, collateral, statutory or otherwise, relating to the subject matter of this Agreement except as provided in this Agreement.

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8.16 Time is of the essence. Time is of the essence of this Agreement.

8.17 Execution. This Agreement may be executed in counterparts, each of which shall be deemed as an original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission hereof shall be as effective as delivery of an originally executed counterpart hereof.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

FORTISBC ENERGY INC. by its authorized signatory(ies): Name: Title: Name: Title:

by its authorized signatory(ies): Name: Title: Name: Title:

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SCHEDULE A

COMMERCIAL TERMS 1. CONTRIBUTION FACTORS (% of Price Differential):

Base Factor Fueling Station Factor Volume Factor Total Contribution Factor (1A)

50% 20% % %

2. VEHICLES:

(a) Vehicle Deadline: (b) Description of Vehicles:

Vehicles Service Life (in years) Description Quantity

3. CONTRIBUTION:

Vehicle Estimated Price Differential

(Per Vehicle) (3A)

Maximum Vehicle Contribution

(1A x 3A)

$ $

$ $

$ $