Contract Subcommittee

Contract Subcommittee

Contract Subcommittee

Operating Guidelines

September 2, 2014

Background / Purpose

At the May 21, 2014 CSC meeting, the CSCvoted to change the structure of the leadership of the CSC. Specifically, the CSC established the following leadership roles: Chair, Vice Chair and Secretary (in accordance with Section 5.5 of the WSPP Bylaws).

In addition to these new leadership roles, the CSC seeks to increase utilization of small Task Forcegroupsto research and discuss industry specific topics which will then be presented to the CSC for consideration and review.

The Guidelines provide direction for managing the duties and responsibilities of the CSC and the small Task Force groups in an open and transparent manner.These draft guidelines will be presented to the CSC, OC and EC for review and comment. This guidance is preliminary and may change as the CSCL gains experience.

The CSC is a sub-committee of the Operating Committee. The CSC will follow the same WSPP Bylaws as the OC (as applicable).

Acronyms

EC = Executive Committee (3 Officers)

OC = Operating Committee (3 Officers)

AC = Administrative Committee(7 Officers)

CSC = Contract Subcommittee (3 positions, not officers)

CSCL= Contract Subcommittee Leadership

TF = Task Force

  • A subsetof the CSC (typically subject matter experts) who temporarily form to research a particular topic to bring back to the CSC for review.

WSPP at June 3, 2014

  • 252 Member Organizations
  • 904 individuals on the WSPP Members List
  • 402 individuals on the CSC Members List

------

GUIDELINES

  1. CSC Organization & Leadership
  1. Organizational Structure
  2. CSC reports to the Chair of the OC
  3. CSC Leadership will consult primarily with the Chair of the OC as needed for advice and guidance, and may also consult with the Chair of the EC as appropriate, based on the particular issue at hand.
  1. CSC Leadership (CSCL)
  2. Chairperson, Vice-Chair, Secretary
  3. The CSCL shall serve two-year terms, which terms shall commence on January 1 of the year following the election and expire on December 31 of the subsequent year, provided that despite the expiration of an individual leader’s term, the leader shall continue to serve until the leader’s successor is elected and commences to serve, and further provided that with or without cause, the Contract Subcommittee orOperating Committee may elect a substitute leader prior to the expiration of a term.
  4. A leader may serve more than one term.
  1. CSCL Duties & Responsibilities
  2. Ensure accountability andtransparency to CSC Membership.
  3. Ensure members access and input to CSC topics / issues.
  4. Determine which topics / issues are brought to the CSC meetings. (see Section 4 – for additional information)
  5. Facilitate the CSC meetings.
  6. CSCL shall work with the Task Forceto ensure the goals and objectives of the CSC are being met and have the resources needed to be successful. (see Section 6 – for additional information)
  7. Review the CSCOperatingGuidelines annually, update as needed to stay current with the evolving industry and Membership needs.
  8. Support timely delivery of solutions to help ensure/enhance market liquidity.
  9. Support timely delivery of enhancements to the WSPP Agreement.
  10. Provide CSC members a summary of actions taken and subjects discussed at CSC meetings.
  11. The Chairperson of the CSC shall facilitate CSC meetings and, together with the Secretary, cause notice to be given of meetings. The Vice-Chairperson shall serve in the absence of the Chairman and perform other duties as the CSCL may assign. The Secretary shall record minutes of meetings and actions of the CSC.
  12. Develop a high level Issue Log to track issues that were raised and their resolution. The objective is a historical record that is easy to review without having to read through all the CSC Minutes.
  1. CSC Representative and Alternate
  1. Following the principles of the Operating Committee’s Section 5.1 of the Bylaws. Each Member is asked to designate a Representative to be a member of the CSC and an Alternate Representative to serve in the absence of its Representative. Designation shall be made following the procedure in Section 11.1.1 of the WSPP Bylaws.
  2. The goal of having designated CSC representatives is to promote each Member having representatives dedicated to monitoring and participating in CSC topics and issues. The designees will be responsible for ensuring their Company is represented at the CSC meetings. Non-CSC designated members are also welcome to attend the CSC meetings to represent their Company on topics of interest.
  3. Individuals who are not the designated CSC representative/alternate will continue to be listed on the webpage as a CSC Interested Party and included in CSC communications (emails, meeting notifications, meeting minutes, etc.). They may simply notify the WSPP internet site administrator, who shall post their information on the webpage (i.e., same process as Section 11.1.1). Thus the CSC webpage would list individuals as either:
  4. Representative
  5. Alternate Representative
  6. Interested Party
  1. CSC Management of Meetings
  1. The CSC Chair/Vice Chair (or other as appointed) will lead / facilitate the meetings. This will include, but is not limited to:
  2. CSCL will work to ensure that WSPP counsel is adequately engaged in CSC initiatives (e.g., included on CSC communications to members, coordination of meeting dates, formation of Task Forces).
  3. Communicate meeting dates, time, agenda, etc. to the CSC members.
  4. Organize the meetings – budget time for presentations, guest speakers, topics, etc. Strive to provide enough advance notice that presenters and attendees have adequate time to prepare.
  5. Moderate Q&A from the meeting attendees as needed to ensure that, within reason, all representatives have full opportunities to pose questions and express their Company’s views.
  6. Facilitate any general CSC announcements to CSC membersand/or WSPP Membership as appropriate.
  1. CSCL may rely on subject matter expert(s) (SME(s)) from the TF, WSPP counsel, or others to present topics and issues at the CSC.
  1. CSCL will endeavor to create efficiencies during CSC meetings by reviewing CSC related presentations prior to the CSC and OC meetings to help ensure that presentations foster productive discussion. The attached Presentation template is a suggested approach.
  1. CSC Meeting Minutes:The CSC Secretary will prepare an initial draft of Minutes, and provide to the CSC Chair, Vice-Chair, EC & OC Chair, and any presenters for comment. The goal is to route the draft Minutes within five business days of the meeting for comment, secure comments within the next five business days, and issue the final Minutes within fifteen business days of the meeting.
  2. Meeting minutes will be emailed to the CSCmembership list and posted to the WSPP website.
  1. Contract and Industry Issue Management
  1. In an effort to streamline CSC meetings and ensure the materials are relevant to the majority of WSPP Members, the CSCL will work with Members (and in consultation with the EC and OC Chairpersons) to determine which topics to bring forward at CSC meetings. WSPP Counsel will be consulted as appropriate.
  1. Members can suggest topics to be reviewed/discussed/worked on, etc. by the CSC (and/or TF) at either the EC/OC/CSC meetings (under “new business” agenda”) or by contacting the CSC Chair prior to a meeting.
  2. If a topic is brought forward in-between EC/OC/CSC meetings, theCSCL in consultation with the EC and OC Chairpersons will determine which topics to bring forward to the CSC meeting(s). If the CSCL decides not to place a topic on the CSC meeting agenda, the CSC representative (or designee) may raise the topic under “new business” at the meeting.
  3. Following historical practice, CSC Representatives (or Alternate) attending the meetings will be polled to determine if there is enough support to put additional time/effort into a particular topic (e.g., create a Task Force).
  1. For new topics, Members are asked (but not required) to provide a brief write-up of the topic to the CSCL prior to raising the topic as “new business” at the EC/OC/CSC meeting. The write-up should address such items as:
  2. What the topic is.
  3. Background on the topic.
  4. How it impacts the WSPP Agreement and/or power trading.
  5. Proposed solutions or next steps.
  6. Is there a “request” from the Member?
  1. Utilization of WSPP Counsel within the CSC
  1. The EC (not the CSC) is responsible for:
  2. Hiring external counsel
  3. Establishing the WSPP Legal Counsel & Services Guide
  4. Establishing annual budget goals
  5. CSC will work through the EC & OC Chairs for approval to utilize WSPP counsel (for work beyond basic phone call), establish scope of work and budget allocation.
  6. General CSC Guidelines for utilizingWSPP counsel:
  7. If the topic/issue/question requires a legal interpretation.
  8. To review all proposed changes to the WSPP Agreement and Schedules prior tobeing presented to the CSC/OC/EC, to ensure that the entire set of changes is legally consistent, don’t contradict one another, fit the rules of law, do not “unfairly” benefit one WSPP Member (or class of Member) at the expense of another, etc.
  9. If an individual member company’s counsel participates on a TF, they are participating as the company’s SME and are not providing WSPP legal advice, nor are they replacing WSPP counsel’s review of the proposed change to the WSPP Agreement / Schedule.
  1. CSC – Task Force
  1. The CSCL will work in concert with the CSC Representatives to determine the need for establishing a TFto provide a more concentrated effort onspecific industry issues.
  1. All CSCmembers are invited to participate in TF meetings and are encouraged to involve topic relevant SME’swithin their company,on a TF.
  2. In an effort to keep aTF “small, nimble and manageable” each company is asked to limit participation to a maximum of two individuals (unless the company has good reason to involve additional SME’s on a given topic).
  3. If a TF is created, the CSCL will invite CSC members (I.E., you don’t have to be the CSC Representative to participate on a TF)to participate by requesting volunteers at the CSC meeting(s) and also by sending an email to the entire CSC members list. It is up to each Member company to determine who they would like to assign to a TF. The CSCL may also reach out to help recruit SME’s that are particularly knowledgeable about the topic and/or to promote broad industry representation on a TF.
  4. The TF will be asked to draft a “scope of work” and estimated timeline that can be shared with the CFC members.
  1. At least one CSCL will be on each TF to ensure accountability and also ensure that information from the TF meetings is accessible to the greater CSC membership. CSCL are not expected to facilitate TF meetings, but are able to do so if requested.
  1. CSCL will rely on Members to select individuals that have the skills and ability to effectively participate on aTF.
  1. If a TF desiresWSPPcounsel support (beyond the proverbial – Quick Question), they will contact the CSC Chair who will work through the steps in Section 5 of these Guidelines.
  1. Presentations to CSC / OC
  2. See the CSC Presentations Template for guidance on presentation development, content and format.
  3. We may need different Templates for different types of items.

The End______

DRAFT: CSC Presentations Template

Objective:

Create a standardized template that outlines the key information and format, for presenting topics to the CSC members. The goal is to reduce the number of hours spent at CRC meetings drafting WSPP contract amendments / new schedules, by ensuring the members in attendance have adequate information on the topic at hand.

Broadly speaking, changes to the WSPP Agreement/Schedules/Confirm are driven by external events on the wholesale energy market. For example:

  • Changes in Federal/State regulation (e.g., CARB, FERC Avista Ruling, Regional Portfolio Standards)
  • Changes in regulated markets (e.g., CAISO, )
  • New markets (e.g., Energy Imbalance Market)
  • Technological or product innovation….
  1. Outline the “event”.
  2. What has changed? What is the new regulation?
  3. What type of impact might it have on energy markets?
  4. What market segments does it impact? How does it impact them?
  5. …
  1. Provide Education on the Event (especially on new regulations)
  2. Provide enough baseline education, such that everyone at the meeting can understand how their piece of the energy business and the type of transactions they execute, will be impacted. If meeting participants do not have a solid understanding of the new regulation (how does it impact “me”) – the CSC will not be able to have a robust discussion and reaching consensus on how to move forward will tend to be slow/difficult.
  3. New Regulations:
  4. What does the regulation:
  5. Require?
  6. Prohibit?
  7. Allow?
  8. What is the trading room between these three constraints?
  9. ….
  10. What are the:
  11. Reporting requirements
  12. Penalties for non-compliance
  13. Implementation dates
  14. …..
  1. Outline the likely commercial goals/objectives/concerns of the various market segments as it relates to the event.
  2. Banks
  3. IOU’s
  4. Marketers
  5. Muni’s
  6. Other…..
  1. What are the likely types of Products that will be traded to meet these Commercial Goals / Objectives / Concerns? What are the general commercial parameters of the Product(s)?
  2. …
  3. …
  1. Non-Performance
  2. What will cause a transaction to fail?
  3. How will damages be calculated if transaction fails?
  4. ….
  1. Draft the Contract Amendment / Schedule/ Confirm
  2. Once there is a solid understanding of the Event; the Regulatory constraints; and the Commercial Objectives(including what the Products look like). Then have a small, cross-functional Task Force draft the relevant documents for the CSC members to review/discuss/edit at a large group meeting.
  1. The above is focused on Contract changes. May need to add something about whether the presentation is informational or making a recommendation. (work in process)
  2. ..
  3. ..

1

CSC Operating Guidelines 9-9-14.Docx

Top View