Download COAA - Schedule "A" - Scope of Work - Amended 2002/03

SCHEDULE "A"
SCOPE OF CONTRACT SERVICES
INDEX
SCHEDULE "A" .............................................................................................................................1
ARTICLE 1 - GENERAL ................................................................................................................2
1.1 Part of Contract Documents....................................................................................2
1.2 Definitions .................................................................................................................2
ARTICLE 2 - SCOPE OF CONTRACT SERVICES .....................................................................2
2.1 Description of Scope of Contract Services .............................................................2
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ARTICLE 1- GENERAL
1.1
Part of Contract Documents
This is Schedule "A" - Scope of Contract Services referred to in the Agreement made as
of _______________, 2011.
1.2
Definitions
Capitalized terms used and not defined in this Schedule, shall have the same meaning as
given in the Agreement where so defined. Any capitalized term or expression which is
not defined in the Agreement shall have the ordinary meaning given to it.
ARTICLE 2- SCOPE OF CONTRACT SERVICES
2.1
Description of Scope of Contract Services
The Service Provider represents and warrants that it is a power financial swap market
participant with the capability to enter into supply transactions with the Service Receiver
for central clearing utilizing the OTC services of the NGX clearing system, in order to
supply any block energy requirements the Service Receiver may have at the close of each
monthly procurement window, as defined by the RRO Regulation, which requirements
have not been filled by the Service Receiver through the EPSP procurement protocols.
The Parties agree to comply with the following requirements:
2.1.1
Backstopping
(a)
In the event that through the NGX Protocol for Block Volume NGX Auction
Sessions provided in Schedule “C” the Service Receiver does not fill the Supply
Requirement, a minimum of two (2) Business Days per calendar month before the
end of each Procurement Period, the Service Receiver will notify the Service
Provider by email of the Backstop Quantity, the Backstop Price.
(b)
Upon such notification, the Service Provider is required to fill the Backstop
Quantity. The Backstop Quantity may be filled by the Service Provider at or below
the Backstop Price. In the event that the Service Provider is unable to fill the
Backstop Quantity at or below the Backstop Price, the Service Provider shall fill
the Backstop Quantity at the Alternate Backstop Price. If the Backstop Quantity is
filled at the Alternate Backstop Price, the Service Provider must be able to
demonstrate the reasonableness and prudence of the Alternate Backstop Price in
accordance with the criteria established in Schedule “A” Section 2.1.4. The
deadline for the completion of all Transactions will be 15:00 (Edmonton, Alberta
time) of the last Business Day of the Procurement Period.
(c)
The Service Provider is required to notify the Service Receiver by email of the
Execution Quantity and Execution Prices for each Lot before the end of the
Procurement Period.
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(d)
If the Service Provider fails to either fill the Backstop Quantity, notify the Service
Receiver of the Execution Quantity and Execution Price, or demonstrate prudence
in pricing by the end of the Backstop Period, the Service Provider will be deemed
by the Service Receiver to have filled the Backstop Quantity at the Deemed Price,
which Deemed Price will become the Execution Price for completing the
requirements of Schedule “A” Sections 2.1.1(e) and (f). For clarity, the Service
Provider will be required to perform the requirements of Schedule “A” Sections
2.1.1(e) and (f) even if they are deemed by the Service Receiver to have filled the
Backstop Quantity at the Deemed Price.
(e)
Within two (2) Business Days of a Transaction being completed, the Service
Provider will clear the Execution Price plus the applicable Transaction Fee
included in Schedule “B” Article 3 Section 3.1 by submitting details of the OTC
Transaction to the NGX clearing system. Upon confirmation by the Service
Receiver of the Service Provider’s OTC Transaction request, NGX will process the
OTC Transaction through the NGX clearing system. NGX will then invoice the
Service Receiver for the Execution Price plus the applicable Transaction Fee,
according to NGX’s regular invoicing protocols.
(f)
Upon confirmation by NGX through its website reporting system that the OTC
Transaction described in Schedule “A” Section 2.1.1(e) has been accepted, the
obligations of the Service Receiver and the Service Provider under this Agreement
for the relevant month will be considered to be performed.
(g)
If the Service Provider fails to meet the requirements in Schedule “A” Sections
2.1.1(e) and (f), upon completion of the Delivery Period, the Service Receiver will
either invoice or pay the Service Provider directly depending on whether the
variance between the Execution Prices (Flat and Peak) and the Average Monthly
Flat Pool Prices and the Average Monthly Peak Pool Prices are negative or
positive. If the Execution Price (Flat or Peak) is less than the applicable Average
(Flat and Peak) Monthly Pool Price, the Service Provider shall reimburse the
Service Receiver for the difference between the Execution Price and the applicable
Average Monthly Pool Price. If the Execution Price (Flat or Peak) is greater than
the applicable Average Monthly Pool Price, the Service Receiver shall reimburse
the Service Provider for the difference between the Execution Price and the
applicable Average Monthly Pool Price.
(h)
If the Service Provider fails to meet any of the requirements in Schedule “A”
Sections 2.1.1(e) and (f), the Service Receiver shall not pay to the Service Provider
any Transaction Fee(s) related to the Backstop Quantity.
(i)
The Service Receiver is not obligated to any minimum quantity and it is
acknowledged by the Parties that there may be instances in any month where the
Backstop Quantity is zero.
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2.1.2
Firm Obligations
The Service Provider is required to submit the OTC Transactions described in Schedule
“A” Section 2.1.1(e) and any failure to do so by the Service Provider will lead to direct
and indirect replacement costs to the Service Receiver that will be payable by the Service
Provider to the Service Receiver as a result of this Agreement.
2.1.3
NGX Clearing
The Service Receiver and the Service Provider agree that both parties to this Agreement
must remain in good standing with NGX and must actively be eligible to submit
transactions for clearing of Alberta financial power swaps throughout the term of this
Agreement. For greater clarity, the Service Provider will not be engaged to provide the
Contract Services if the Service Provider is not in good standing with the NGX.
2.1.4
Alternate Backstop Price Criteria
[NTD: Upon selection of the Service Provider, language will be added to this
Schedule “A” setting forth how such Service Provider will demonstrate that the
Alternate Backstop Price was ascertained in a prudent and reasonable fashion.]
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