COAA - Schedule a - Scope of Work - Amended 2002/03 (680971;1)

COAA - Schedule a - Scope of Work - Amended 2002/03 (680971;1)

SCHEDULE "A"

SCOPE OF CONTRACT SERVICES

INDEX

SCHEDULE "A"

ARTICLE1 - GENERAL

1.1Part of Contract Documents

1.2Definitions

ARTICLE2 - SCOPE OF CONTRACT Services

2.1Description of Scope of Contract Services

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ARTICLE1-GENERAL

1.1Part of Contract Documents

This is Schedule "A" - Scope of Contract Services referred to in the Agreement made as of ______, 2011.

1.2Definitions

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.

ARTICLE2-SCOPE OF CONTRACT Services

2.1Description 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:

2.1.1Backstopping

(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 Receiverwill 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 Receiverby email of the Execution Quantity and Execution Prices for each Lot before the end of the Procurement Period.

(d)If the Service Provider fails to either fill the Backstop Quantity, notify the Service Receiverof 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 willbe 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 Daysof 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 clearingsystem. 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) hasbeen accepted, the obligations of the Service Receiverand 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 inSchedule “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.

2.1.2Firm 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 Receiveras a result of this Agreement.

2.1.3NGX Clearing

The Service Receiverand 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.

2.1.4Alternate 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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