16

16 , Series of 2023
Resolution No. __
Implementing Guidelines for the Procurement, Execution, and Evaluation of
Power Supply Agreements Entered Into by Distribution Utilities for the Supply of
Electricity to their Captive Market
Page 2 of 4

WHEREAS, on 04 July 2023, the Department of Energy (DOE)

published Department Circular (DC) No. DC2023-06-0021 (DOE CSP
Policy), entitled "Prescribing the Policy for the Mandatory Conduct of
the Competitive Selection Process by the Distribution Utilities for the
Procurement of Power Supply for their Captive Market", which took
effect on 19 July 2023;

WHEREAS, Section 6 of DC No. DC2023-06-0021 provides the

Regulatory Support needed from the Energy Regulatory Commission
(ERC) in exercise of its powers and functions under the EPIRA;

WHEREAS, Section 6.1 of the DOE CSP Policy states that the
ERC shall issue the Implementing Guidelines in the conduct of
Competitive Selection Process (CSP) and evaluation of Power Supply
Agreements (PSAs);

WHEREAS, Section 6.3 of the DOE CSP Policy states that the
ERC shall prescribe a PSA template, which shall indicate the minimum
requirements and prescribed parameters to be incorporated by the DU
in the preparation of the Terms of Reference (TOR);

WHEREAS, on 26 to 28 July 2023, representatives from the

different stakeholders in the energy industry (DUs, consumer groups,
Generation Companies) were invited to participate in the Focus Group
Discussions (FGDs) facilitated by the ERC on the four (4) major topics
to be incorporated in the subject Implementing Guidelines, namely: (i)
PSA Contract Term; (ii) PSA Tariff Structure; (iii) Financial PSAs; and
(iv) Emergency PSAs covered by the exception (EPSAs);

WHEREAS, on 14 August 2023, the Notice for Comments on

the Draft Implementing Guidelines (ERC Case No. 2023-006 RM) was
posted on the ERC website, for solicitation of comments from the
stakeholders, and interested parties who were given until 18 August
2023 to submit their comments;

WHEREAS, on 22 August 2023, the ERC conducted a virtual

Public Consultation for the stakeholders to discuss the comments that
were submitted on the posted Draft Implementing Guidelines and its
Appendices;

WH EREAS, on various dates, from 18 August 2023 to 28

August 2023, the ERC received comments on the Draft Implementing
 16 , Series of 2023
Resolution No. __
Implementing Guidelines for the Procurement, Execution, and Evaluation of
Power Supply Agreements Entered Into by Distribution Utilities for the Supply of
Electricity to their Captive Market
Page 3 of 4

Guidelines and its Appendices from the following: Philippine

Independent Power Producers Association (PIPPA); GNPower
Kauswagan, Ltd. Co. (GNPK); Aboitiz Power Corporation (AP); AC
Energy Philippines, Inc. (ACEN); Meralco PowerGen Corporation­
Global Business Power Corporation (MGEN-GBP); National
Association of Electricity Consumers for Reforms, Inc. (NASECORE);
SMC Global Power (SMGP); Center for Energy, Ecology, and
Development (CEED); SN Aboitiz Power-Benguet, Inc. (SNAP-BI);
Private Electric Power Operators Association (PEPOA); Diccion Law
Firm; Olongapo Electricity Distribution Company, Inc. (OEDC);
Cagayan Electric Power and Light Co., Inc. (CEPALCO); MINERGY
Power Corporation; National Electrification Administration (NEA);
and Manila Electric Company (MERALCO);

WHEREAS, on 19 September 2023, the ERC issued a Notice of

Posting and Public Consultation on the revised draft of the
Implementing Guidelines and its Appendices, to solicit further
comments from interested parties and stakeholders in a Public
Consultation to be held on 22 September 2023;

WHEREAS, another public consultation was conducted in the

ERC Office on 22 September 2023 to further discuss and clarify the
revised draft of the Implementing Guidelines and its Appendices;

WHEREAS, on various dates, from 24 September 2023 to 03

October 2023, the ERC received further comments on the revised draft
from the following: MERALCO; NASECORE; NEA; Mitsubishi Power;
Enfinity Philippines Renewable Resources Group (Enfinity); CEED;
OEDC; SMGP; ACEN; Alsons Power Group (APG); PIPPA; AP; MGEN­
GBP; CEPALCO; Cong. Lord Allan Velasco; Mr. Alfredo J. Non; Leyte
II Electric Cooperative, Inc. (LEYECO II); and consumers of Oriental
Mindoro Electric Cooperative, Inc. (ORMECO);

WHEREAS, taking into consideration the comments submitted

by the stakeholders, and those made during the public consultations,
the ERC on 03 October 2023, approved the Implementing Guidelines
for the Procurement, Execution and Evaluation of Power Supply
Agreements, including its Appendices;

NOW, THEREFORE, BE IT RESOLVED, AS IT IS

HEREBY RESOLVED, that the ERC hereby issues and adopts the
Implementing Guidelines for the Procurement, Execution, and
Evaluation of Power Supply Agreements Entered Into by Distribution
 16 , Series of 2023
Resolution No. __
Implementing Guidelines for the Procurement, Execution, and Ev aluation of
Power Supply Agreements Entered Into by Distribution Utilities for the Supply of
Electricity to their Captive Market
Page 4 of 4

Utilities for the Supply of Electricity to their Captive Market, and its
Appendices, hereto attached and made an integral part of this
Resolution.

This Resolution shall take effect fifteen (15) days following its
publication in a newspaper of general circulation or in the Official
Gazette, whichever comes earlier.

Let copies of this Resolution be furnished the University of the

Philippines Law Center - Office of the National Administrative
Register (UPLC-ONAR), as well as published on the ERC's official
website and such other online platforms available to the ERC.

Pasig City, 03 October 2023.

ERC
I H 11[1 rntl � nlll 11111
Office of the Chairperson and CEO

�4,/�
MCD2023-009608
MONALISA C. DIMALANTA
Chairperson and CEO

CATHERINE P. MACEDA
Commissioner

rv ---o -v
LS: JRBC/ARG/MCCG
 APPENDIX “A”
COMPLIANCE PARAMETERS FOR CSP EXCEPTIONS

Sections Exceptional Event Compliance Parameters

referred to
under DOE
DC No. 2023-
06-0021
2.3.1. Provision for power supply Recovery of cost shall be subject to
by the National Power relevant applications for the Universal
Corporation (NPC) in off- Charge-Missionary Electrification (UC-
grid areas: ME) availment.
(a) prior to and until the
entry of the New Note: NPPs shall not be allowed to avail
Power Providers of the UC-ME subsidy
(NPP), or
(b) in emergency
circumstances
2.3.2. Provision of power supply Contracts shall be immediately
by the Power Sector Assets implementable without need for
and Liabilities Provisional Authority (PA) or Interim
Management (PSALM) Relief (IR) therefor, provided that
Corporation through recovery costs shall be filed by the
bilateral contracts for the parties with the Energy Regulatory
power produced from the Commission (ERC) no later than thirty
undisposed generating (30) days from the commencement of
assets and contracts with implementation.
Independent Power
Producers Administrators
(IPPAs)
2.3.3. Power supply procured by Must be filed by the parties with the
any Distribution Utility ERC in accordance with the Guidelines,
(DU) exercising the Opt-in accompanied by applicable pre-filing
Mechanism under the requirements for the joint application
Green Energy Auction for approval of Power Supply
Program Agreement (PSA) between a DU and
Generation Company (Genco) under
Appendix “E”
2.3.4. Supply to any DU from any Must be filed by the parties with the
generating plant ERC in accordance with the Guidelines,
embedded in its franchise accompanied by applicable pre-filing
area utilizing renewable requirements for the joint application
energy resources, for approval of PSA between a DU and
wherein the contracted Genco under Appendix “E”
capacity of the embedded
generation plant shall not
exceed 10MW per DU,
provided, that any capacity

1
 Sections Exceptional Event Compliance Parameters
referred to
under DOE
DC No. 2023-
06-0021
sold or intended to be sold
by the embedded
generation facility outside
the DU’s franchise area
shall undergo Competitive
Selection Process (CSP)
2.3.5. Negotiated procurement of The Emergency PSA (EPSA) shall be
emergency power supply immediately implementable without
due to the occurrence of need of a Provisional Authority or
force majeure or fortuitous
Interim Relief, provided that the
event. following conditions are present:
(1) the EPSA rate shall not be higher
Procurement of emergency than the latest ERC-approved
power supply shall not be generation tariff specific for the
entitled to any form of plant, if available. Otherwise, it shall
subsidy. be capped at the latest ERC-
approved generation tariff for the
same technology. Such rate shall
apply until the ERC issues its
approval of the EPSA;
(2) The cooperation period of such
EPSA shall not exceed one (1) year
from its execution;
(3) The DU shall, within five (5)
calendar days from the occurrence of
the force majeure or fortuitous
event, notify in writing the ERC,
Department of Energy (DOE),
National Electrification
Administration (NEA) in the case of
ECs, and the NPC, in the case of off-
grid areas, of such emergency power
supply procurement; and
(4) Filed with the ERC for approval
within thirty (30) calendar days after
the occurrence of the force majeure
or fortuitous event.

Pre-filing requirements for the joint

application for approval of EPSA
between a DU and Genco are provided
in Appendix “F”

2.3.6. Provision of power supply Must be filed by the parties with the
in off-grid areas served or ERC in accordance with the Guidelines,
to be served by NPPs with accompanied by applicable pre-filing
2
 Sections Exceptional Event Compliance Parameters
referred to
under DOE
DC No. 2023-
06-0021
less than 1MW demand requirements for the joint application
with 24-hour electricity for approval of PSA between a DU and
service not covered in Genco under Appendix “E”
Section 2.3.1 above.

3
 APPENDIX “B”
COMPETITIVE SELECTION PROCESS

Section 1. Bidding Documents. – The Bidding Documents shall

consist of clearly defined documents as follows:

(a) Invitation to Bid (ITB);

(b) Instruction to Bidders;
(c) Terms of Reference (TOR);
(d) Eligibility Requirements;
(e) Technical and Financial Bid Forms;
(f) Form of Acceptance of Bidding Procedures;
(g) Form and Amount of Bid Security;
(h) Form and Amount of Performance Security and Warranty;
(i) Certification or Undertaking that the Bidder or his duly
authorized representative shall:

i. Attest to the responsibilities of the Bidder; and

ii. Authorize the Bids and Awards Committee (BAC) or its duly
authorized representative(s) to verify any information
indicated in the documents submitted as part of the Bidder’s
eligibility requirements; and

(j) Draft Power Supply Agreement (PSA).

The BAC shall prescribe reasonable requirements, forms,

authorizations, certifications, or other documents to be submitted by
interested parties to obtain a copy of the Bidding Documents, such as a
verified expression of interest.

Distribution Utilities (DUs) may charge a reasonable amount of fees

for the Bidding Documents corresponding to the volume of power supply
that is subject of the Competitive Selection Process (CSP); provided, such
fees shall in no case be higher than Twenty-five Thousand Pesos
(PhP25,000.00) for every 1MW contracted capacity. Such fees shall not
be recovered from the consumers.

Interested parties who obtained the Bidding Documents upon

compliance with the aforementioned BAC requirements and payment of
fees will be considered a prospective Bidder or Bidder under these
Guidelines.

1
 Section 2. Instruction to Bidders. – The Invitation to Bid
(ITB), which establishes the procedures of the bidding, shall be clear,
comprehensive, and fair to all Bidders. It shall provide prospective
Bidders with the following information, among others:

(a) TOR;
(b) procurement activity schedule;
(c) place, time, and website where the Bidding Documents may be
secured or downloaded, and, when required, the fees to be paid
for the Bidding Documents;
(d) name, address, telephone number, facsimile number, e-mail,
and website addresses of the Procuring DU, as well as its
designated contact person;
(e) Bid Submission Deadline; and
(f) such other necessary information deemed relevant by the DU.

Section 3. Terms of Reference. – At the minimum, the TOR to

be used by DUs shall include the following:

(a) required/contracted capacity and/or energy volumes;

(b) demand requirement (baseload, intermediate, or peaking);
(c) type of contract (Physical or Financial);
(d) contract term;
(e) bid price in Philippine Peso per kilowatt-hour (PhP/kWh)
inclusive of fuel cost but excluding any penalties and/or
discounts to be implemented for the duration of the contract
period;
(f) form of payment;
(g) penalties;
(h) Delivery Date;
(i) Carve-out provisions to avoid stranded contract capacity by
reason of the implementation of Retail Competition and Open
Access, the Renewable Energy Law, or other laws and policies;
(j) other key parameters and specifications relevant to the type of
PSA, such as replacement power for Physical PSAs, provisions
for Prompt Payment Discount, among others.

The TOR, once published, can no longer be amended except through

the issuance of Bid Bulletins in accordance with the bidding procedures.

The TOR shall form part of the PSA entered into by the parties as a
result of a CSP. In case of conflict between the TOR and the PSA, the
former shall prevail.

2
 Section 4. Access to Information. – In all stages of the
preparation of the Bidding Documents, the DU shall ensure equal access
to information among all prospective Bidders. Prior to their official
release, no portion or information on the Bidding Documents shall be
divulged or released to any prospective Bidder or any person who has a
direct or indirect interest in the supply requirement to be procured.

No unauthorized official or employee of the DU, nor shall any Bidder

be entitled to any information regarding the Bidding Process, other than
what is contained in the Bidding Documents, the Instruction to Bidders,
Supplemental Bid Bulletins, and in the official announcement of the Bid
results.

Section 5. Publication and Posting. – The BAC or Joint BAC

shall cause the publication and posting of the ITB for the procurement
opportunity in accordance with these Guidelines for the period specified
herein.

The National Electrification Administration (NEA) shall issue the

guidelines for the review and approval of the Electric Cooperatives’ (ECs)
TOR, ITB, and draft PSA prior to the commencement of the ECs’ CSP,
guided by the CSP Policy adopted by the DOE under its Circulars, and the
Implementing Guidelines for the Procurement, Execution, and Evaluation
of Power Supply Agreements and its appendices, as adopted by the ERC.

Prior to the publication of the ITB, the DU must obtain from the
DOE, through the Electric Power Industry Management Bureau (EPIMB),
or the NEA, in the case of ECs, a Certificate of Conformity. The DU shall
furnish a copy of the Certificate of Conformity to the ERC no later than
three (3) days upon receipt thereof from the DOE. In the case of ECs,
NEA, upon its issuance thereof, shall furnish copies to the DOE and the
ERC.

The BAC or Joint BAC shall publish the ITB, in compliance with the
Certificate of Conformity, which shall be valid for forty-five (45) calendar
days from the date of certification, at least once (1x) every week for two
(2) consecutive weeks in at least one (1) newspaper of general circulation.
The weekly publications must be at least seven (7) calendar days apart.

The BAC or Joint BAC shall post the ITB on the DOE CSP e-based
Portal, and on its website, if one is available. In the case of ECs, the ITB
shall also be posted on the NEA website. The BAC or Joint BAC shall post

3
updates on the progress of and status of the procurement activity through
the DOE CSP e-based Portal and the NEA websites. Such progress updates
shall be on top of other progress reports that the DOE and NEA may
require from the procuring DU, if any.

The BAC or Joint BAC shall likewise ensure that all bid bulletins and
related announcements shall be posted on the DOE CSP e-based Portal
and also on the NEA website, in the case of ECs.

In cases where the DUs encounter problems in posting the necessary

information on the DOE CSP e-based portal, the DUs shall inform the
DOE accordingly, and seek assistance to ensure compliance with this
posting requirement.

The BAC or Joint BAC may also opt to publish the ITB in one (1) local
newspaper of local circulation in the region, province, city, or municipality
indicating the CSP schedules, among other necessary information for the
Bidders, once (1x) weekly for two (2) consecutive weeks. The weekly
publications must not be less than seven (7) calendar days apart.

Section 6. Pre-Bid Conference. – A Pre-Bid Conference shall be

conducted by the concerned DU at least thirty (30) calendar days before
the deadline for the submission of bids to clarify any provisions,
requirements, and/or terms and conditions of the bidding documents
and/or any other matter that the prospective Bidders may raise. The Pre-
Bid Conference may be held sooner should justifiable reasons warrant it.

Only CSP Observers and prospective Bidders are allowed to attend

the Pre-Bid Conference.

Nothing stated at the Pre-Bid Conference shall modify any provisions

or terms and conditions of the Bidding Documents unless such is made as
a written amendment thereto by the concerned DU, through bid bulletins.
Provided, that no amendment shall be made with respect to the contract
quantity and cooperation period as certified by the DOE, or NEA in the
case of ECs. All Bidders shall be duly notified by the DU of any
amendment, not later than fifteen (15) calendar days before the deadline
for submission of bids, to allow the participants to consider the same in
the preparation of their bids. The notice of the amendment in the form of
a bid bulletin shall be duly acknowledged by each Bidder prior to the
submission of its bid and shall be so indicated in the bid. A summary of
the Pre-Bid Conference proceedings shall also be issued to all prospective

4
Bidders by the DU concerned. Attendance to the Pre-Bid Conference by
prospective Bidders is not mandatory, but is encouraged.

Section 7. Eligibility Requirements. – Along with its bid

submission, prospective Bidders shall submit the eligibility requirements
contained in Annex “1” of this Appendix “B”.

Section 8. Submission of Bids. – Bidders shall be required to

submit their bids on the deadline stipulated in the Instruction to Bidders,
as well as in the published ITB.

In no case shall the deadline for submission of bids be set earlier than
the forty-fifth (45th) day following the last publication of the ITB (Bid
Submission Deadline).

Bids shall be submitted in two (2) separate sealed envelopes. The first
main envelope shall contain the technical component of the bid, including
the eligibility requirements in Annex “1”. The technical bid proposal and
eligibility requirements shall be placed in separate sealed envelopes inside
the first main envelope. The second main envelope shall contain the
financial component of the bid.

All envelopes shall bear the name of the Bidder in capital letters and
addressed to the BAC or Joint BAC of the concerned DU. They shall be
marked “Do Not Open Before (date and time of opening of bids)”. The
envelopes shall be appropriately labeled as “Eligibility Requirements and
Technical Proposal” and “Financial Proposal”.

Bids submitted after the Bid Submission Deadline shall be rejected

and returned unopened to the Bidder. The BAC or Joint BAC shall ensure
that this circumstance is recorded in the minutes of the bid opening.

Section 9. Validity of the Bid. – A Bid must be valid for a period

of not less than one hundred eighty (180) calendar days from the deadline
for submission and opening of bids (Bid Validity Period). Any Bid with a
shorter Bid Validity Period shall be immediately rejected.

5
 Section 10. Bid Security. – Each Bidder shall submit, as part of its
bid submission, a Bid Security in accordance with the following terms and
conditions:

(a) It is an amount expressed in Philippine Pesos in the form of:

i. Cash or cashier’s/manager’s check issued by a Universal or

Commercial Bank or any other banks certified by the
Bangko Sentral ng Pilipinas as authorized to issue such
financial instrument;

ii. Bank draft/guarantee or irrevocable letter of credit issued

by a Universal or Commercial Bank; provided, however,
that it shall be confirmed or authenticated by a local
Universal or Commercial Bank if issued by a foreign bank;
or

iii. In case the Bid Security is issued by an international bank,

said security has to be confirmed and validated by its local
branch in the Philippines or by a bank that is duly registered
and authorized by the BSP. The Bid Security shall be
expressed in or converted to Philippine Peso at the exchange
rate prevailing on the date of its issuance.

(b) The Bid Security shall be issued in favor of the DU/s;

(c) The amount must be equivalent to three (3)-month contract cost

of the proposed power supply agreement computed using the bid
price offered by the Bidder. If forfeited, the Bid Security shall be
used by the DU in purchasing power covering the period affected
by the delay in the bidding process, which it shall not recover
from consumers;

(d) The Bid Security shall guarantee that each Bidder complies with
its obligation under the bidding procedures during the Bid
Validity Period, or any extension thereof. Refusal, inability or
failure of the Winning Bidder to accept the award or enter into a
contract with the DU shall cause the forfeiture of its Bid Security;
however, the Bid Security shall not be forfeited should the failure
or inability of the Winning Bidder to accept the award or enter
into a contract be caused by force majeure or through no fault of
its own;

6
 (e) The Bid Security shall be governed by Philippine Laws; and

(f) The Bid Security shall provide for a contact person and address,
telephone number, and facsimile of the issuing bank for
notification and demand.

A Bid submitted either (i) without the required Bid Security, (ii) in an
amount less than the required amount, (iii) whose effectivity will expire
prior to the Bid Validity Period, or (iv) which is materially defective, shall
be rejected outright and returned to the Bidder.

The required Bid Security shall be valid for the duration of the
bidding process but in no case beyond one hundred eighty (180) calendar
days from the deadline for submission and opening of bids. The execution
of the PSA shall be made within the Bid Validity Period and Bid Security
Validity Period. Bid Securities shall be returned to all unsuccessful
Bidders after the Winning Bidder shall have signed the contract and
submitted the Performance Bond.

Section 11. Evaluation of Bids. – The evaluation of bids shall be

undertaken in three (3) stages in accordance with the procedures
described below:

(a) Stage 1 – the Bidders’ eligibility shall be evaluated through non-

discretionary “pass/fail” criteria in accordance with the
requirements set forth in Annex “1”.

Only those bids that have been determined to have positively

passed the first stage of evaluation shall be considered for the
second stage of evaluation.

The sealed envelopes containing the Technical and Financial

Proposals of Bidders determined to be ineligible shall be
returned unopened.

(b) Stage 2 – The technical and operational capability of the

proposal, vis-à-vis the prescribed requirements and minimum
standards prescribed in the bidding documents, shall be
evaluated through non-discretionary “pass/fail” criteria.

Only those bids that have been determined to have positively

passed the first and second stages of evaluation shall be
considered for the third stage of evaluation.

7
 In case the eligible Bidder fails to pass the second stage of
evaluation, the sealed envelope containing its financial proposal
shall be returned to it unopened.

(c) Stage 3 – evaluation of the financial proposal shall involve the

assessment and comparison of the financial proposals of the
Bidders.

The eligible Bidder with the Lowest Calculated Responsive Bid

(LCRB), who passed both the technical and financial
requirements of the DU, shall be declared as the Winning Bidder.

In case there is a tie after the evaluation of the financial

proposals of eligible Bidders, each of the bidders will be given a
period of five (5) calendar days to submit a better offer. The
submitted offers will be assessed and the eligible Bidder with the
LCRB shall then be declared as the Winning Bidder. Subsequent
occurrence of tie shall be resolved through the same manner
until a Winning Bidder is determined.

Section 12. Award of Contract. – The BAC shall recommend to

the DU-BOD the award of contract to the Winning Bidder with the LCRB.

The BAC or Joint BAC shall submit the following supporting

documents to the DU-BOD:

(a) Resolution of the BAC or Joint BAC recommending the award;

(b) Abstract of Bids;
(c) Bid Evaluation Report; and
(d) Other pertinent documents required by existing laws, rules,
and/or by the DU-BOD.

Within ten (10) calendar days from receipt of the recommendation of

the BAC or Joint BAC, the DU-BOD shall approve or disapprove the said
recommendation. Within the same period provided herein, the BAC or
Joint BAC shall: (1) notify, in writing, including via electronic mail, the
losing Bidders of its decision, specifying clearly the reason for
disapproving the said recommendation; and (2) return the bid security
posted by the losing Bidders.

In the event the DU-BOD shall disapprove such recommendation,

such disapproval shall be based only on any of the prohibited acts of the

8
BAC or Joint BAC under Section 31 or any of the prohibited acts of the
Bidders under Section 32 of these Guidelines, to be expressed in writing,
copy furnished the BAC or Joint BAC, who will inform the Bidder within
reasonable time of the DU-BOD’s disapproval of its LCRB.

Section 13. Notice of Award. – In case of approval by the DU-

BOD, the BAC or Joint BAC shall issue the Notice of Award to the Winning
Bidder with the LCRB within five (5) calendar days from such approval.

A Notice of Award shall be made within the Bid Validity Period as

herein provided.

Section 14. Execution/Approval of the Contract. – Within

twenty (20) calendar days from receipt by the Winning Bidder of the
Notice of Award from the DU, the Winning Bidder and the DU shall
execute and sign the PSA, as approved by the DU-BOD.

In the event that the executed PSA contains terms and conditions
which are materially different from the TOR or draft PSA, as approved by
the DU-BOD, and the difference is solely due to the act or omission of the
Winning Bidder, the Bid Security shall be forfeited by the DU and the PSA
shall be deemed of no force and effect. This is without prejudice to any
administrative action that the Commission may take against the erring
party. This clause shall not prevent the Winning Bidder and the DU from
agreeing on changes to the draft PSA, which changes must clearly result
to terms more favorable to the consumers.

In case of refusal, inability, or failure to enter into a PSA by the

Winning Bidder, the Bid Security shall be forfeited by the DU.

The refusal, inability, or failure to enter into a PSA by the DU or the

Winning Bidder shall be considered a violation of these Guidelines. The
ERC may motu proprio, or upon initiation of a case by another party, issue
a show cause order against the erring party. If the refusal, inability, or
failure to enter into a contract by the DU or the Winning Bidder is found
to be unjustifiable, the concerned DU’s or Winning Bidder’s BOD and
officers shall be penalized in accordance with Article IX of these
Guidelines.

Section 15. Posting of Performance Bond. – Within ten (10)

calendar days from the execution of the contract, the Winning Bidder shall
post a Performance Bond equivalent to the three (3)-month contract cost

9
of the proposed PSA computed using the bid price offered by the Winning
Bidder.

Failure to post the required Performance Bond within the prescribed

period will result in the forfeiture of the Bid Security.

Failure, inability or refusal of the Winning Bidder to join in the timely

filing of the application will result in the forfeiture of the Performance
Bond.

If forfeited, the Performance Bond shall be used by the DU in

purchasing power covering the period affected by the delay or failure in
the filing of the application, in which case, such forfeited amount used in
purchasing power shall not be passed-on to its consumers.

Section 16. Notice to Proceed. – Within five (5) calendar days

from receipt of the Performance Bond, the DU shall issue a Notice to
Proceed stating therein that all conditions stated in the Notice of Award
have been complied with.

Section 17. Lock-up provision. – The Winning Bidder shall not

be allowed to sell and/or assign the executed PSA resulting from a
successful CSP to any other entity, except under the following conditions:
(1) assignment to the Winning Bidder’s subsidiary project company,
provided that the Deed of Assignment shall state that the Winning Bidder
and its stockholders shall be jointly and severally liable for any violation
of the PSA terms and these Guidelines committed by its Assignee project
company; and (2) upon ERC’s approval and determination of the assignee
or buyer’s legal, technical and financial eligibility.

Section 18. Duration of Competitive Public Bidding. – The

entire process of competitive public bidding, including the award of
contract, shall be completed within one hundred eighty (180) calendar
days from the first publication of the Invitation to Bid.

In the event of failed bidding under the circumstances prescribed in

these Guidelines, DUs are given a fresh period of one hundred eighty (180)
calendar days from the publication of the second (2nd) Invitation to Bid
within which to conclude the second (2nd) round of competitive public
bidding. The DU shall submit a certification, as part of its pre-filing
requirements, attesting to the completion of the entire process within the
prescribed period.

10
 ANNEX “1”

ELIGIBILITY REQUIREMENTS

The following eligibility requirements for prospective Bidders shall

be submitted, together with the Bid Documents:

(a) Executive Summary - Brief description of the Bidder’s

company history and structure, including relevant capabilities
in the construction, operation, and maintenance of a power
plant or in the supply of electricity to the DUs, ECs, or
contestable customers

(b) Organizational Structure - Basic information of the Bidder’s

legal status and organizational chart;

(c) Legal Documents - The Bidder shall submit the following:

(i) Registration Certificate issued by the Securities and

Exchange Commission (SEC), Department of Trade and
Industry (DTI) for a sole proprietorship, or Cooperative
Development Authority (CDA) for cooperatives;

(ii) In case a special purpose company is formed for

purposes of undertaking the project, proof of
registration in accordance with Philippine laws;

(iii) Latest General Information Sheet (GIS), if available;

(iv) Power of Attorney and other documents - Each Bidder

must submit the following documents:

i. Board Resolution or Secretary’s Certificate

evidencing the grant of authority to the individual
submitting the Bid and making representation on
behalf of the Bidder;
ii. Certification by the Bidder to the effect that it is
not prohibited or restricted in any manner under
applicable law or any agreement or license from
participating in the Bidding Process;
iii. Sworn Undertaking that the Bidder, if applicable,
as well as their affiliates, assigns and successors-
in-interest, shall abide by the decisions of the DU-

11
 BAC, shall hold the DU, its Board Members,
Officers and Management, and BAC free and
harmless from any claim or cause of action arising
from the conduct and award of the Project, and
shall undertake not to institute or file any case or
claim before any court of competent jurisdiction
and administrative agency in relation to the
conduct and award of the Project, except as
provided for under Article VI (Protest
Mechanism) and Article X (Enforcement) of these
Guidelines.

(v) Sworn Attestation against Corruption; and

(vi) Sworn Attestation of No Conflict of Interest – The

Bidder must disclose detailed information regarding
any existing, potential, or future conflict of interest that
a Bidder may have with the BAC or Joint BAC.

(d) Technical Capability Information - To demonstrate

compliance with the technical criteria established in the TOR,
the Bidder shall submit the following:

(i) List of projects undertaken over the last ten (10) years;

(ii) List of electricity generation plants that the Bidder has

operated for the last five (5) years; and

(iii) Proof of/Documentation on track record for the last five

(5) years of power plants operated by it.

In lieu of the foregoing requirements, the Bidder may submit

the following:

(a) Key Personnel Experience – curriculum vitae of key

personnel of the prospective Bidder showing they have
sufficient experience in the electric power industry,
particularly in the generation sector; and

(ii) Other relevant information showing proof of the

technical capabilities of the Bidder that would be helpful
to the BAC or Joint BAC.

12
 The Bidder shall submit, as part of its technical proposal, the
names of the power plants1 from which it shall source the
electricity, as well as the mechanism or protocol on how the
manner of supply will be implemented.

(e) Financial Information - The Bidder shall submit the following:

(i) Latest Audited Financial Statement available, showing,

among others, the prospective Bidder’s total and current
assets and liabilities, stamped “received” by the Bureau
of Internal Revenue (BIR) for the preceding calendar
year from the date of bid submission;

(ii) Details of financial and operating background for the

two (2) recent full financial years demonstrating the
Bidder’s financial viability;

(iii) Details of equity and financing plan indicating the

capital structure and source of funds with supporting
documents;

(iv) Proof of commitment to the required equity

contribution, as specified by the DU:

i. in the case where the Winning Bidder is a

corporation - e.g., treasurer’s affidavit attesting to
actual paid-up capital, subscription agreement(s)
between a shareholder(s) of the Winning Bidder
and the Winning Bidder itself covering said equity
contribution, or shareholders agreement between
and among two (2) or more shareholders of the
Winning Bidder undertaking to
contribute/subscribe the required equity
contribution; or
ii. in the case of a consortium - an undertaking of the
members thereof to infuse the required equity
contribution to the consortium.

(v) Letter of Credit, Bank Guaranty or Committed Line of

Credit, or any proof of firm commitments from a
reputable financial institution to provide sufficient

1 For Physical Contracts

13
 credit lines to cover the total estimated cost of the
project for prospective generation facilities;

(vi) In the case of a consortium, the agreement indicating

that the members are jointly and severally liable for the
obligations of the Project Proponent under the contract;
and

(vii) Any other relevant information regarding the financial

track record and capabilities of the Bidder that it
believes would be helpful to the BAC or Joint BAC.

14
 APPENDIX “C1”
PSA TEMPLATE FOR FINANCIAL PSA

[NAME OF BUYER]

- and -

[NAME OF SELLER]

_________________________________________________

POWER SUPPLY AGREEMENT

DATED AS OF [DATE OF SIGNING]

THIS POWER SUPPLY AGREEMENT (this “Agreement”) is made at [LOCATION] on
[DATE]

BETWEEN:

(1) [NAME OF BUYER], an entity duly organized and existing by virtue of the laws
of the Republic of the Philippines, with principal office address at [Address of
the Buyer] represented herein by its [Designation of Representative], [Name of
Representative] (hereinafter referred to as “Buyer”); and

(2) [NAME OF SELLER], an entity duly organized and existing by virtue of the laws
of the Republic of the Philippines, with principal office address at [Address of
the Seller] represented herein by its [Designation of Representative], [Name of
Representative] (hereinafter referred to as “Seller”).

Each of Buyer and Seller are hereafter individually referred to as “Party” and together,
as the “Parties”.

WHEREAS:

Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the energy
and/or capacity pursuant to the terms and conditions set forth herein, consistent with
the Terms of Reference of the relevant Competitive Selection Process (TOR-CSP)
conducted by Buyer or the rules governing exemptions from the CSP, as the case may
be.

NOW, THEREFORE, under the above premises, and for and in consideration of the
mutual covenants and agreements hereinafter set forth, the Parties, for themselves
and their respective successors and assigns, have mutually agreed as follows:

1. DEFINITION OF TERMS AND RULES OF INTERPRETATION

1.1. In this Agreement, capitalized terms shall have the meaning prescribed
in Schedule 1 hereof. Capitalized terms not therein defined shall have the
meanings as provided for in the TOR-CSP or by the applicable laws.

1.2. The following rules of interpretation shall govern this Agreement:

1.1.1 expressions defined in Schedule 1 shall bear the respective

meanings set out therein;

1.1.2 the headings and paragraph numbering are for convenience of

Parties and to avoid any insertion, but will not prevail in
construing this Agreement;

1.1.3 terms not herein defined shall have the meanings as provided for
in pertinent Energy Regulatory Commission (ERC) rules and
regulations and Department of Energy (DOE) circulars;

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 1.1.4 references to Sections and Schedules are, unless the context
otherwise requires, references to Sections of, and Schedules to,
this Agreement;

1.1.5 references to any agreement, enactment, ordinance or regulation

includes any amendment thereof or any replacement in whole or
in part;

1.1.6 all references herein to time are in relation to Philippine time;

1.1.7 words importing any gender include the other gender;

1.1.8 the words “include,” “includes,” and “including” are not limiting;

1.1.9 the words “hereof,” “herein,” and “hereunder” and words of

similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement; and

1.1.10 Any ambiguity in the contract is to be construed in favor of the

objectives of the Republic Act No. 9136 or its implementing rules,
regulations or circulars issued by the DOE or ERC, as the case may
be.

2. SALE AND PURCHASE OF ENERGY/CAPACITY

Subject to and in accordance with the terms of this Agreement, Seller shall
make available and sell to Buyer, and Buyer shall purchase from Seller for the
consideration described in Section 5, the energy and/or capacity from and after
the Delivery Date until the expiry of the Term.

3. TERM

3.1 Contract Term

This Agreement shall take effect immediately from Effective Date and
from such date, shall remain in force and effect for [number of years or
billing months], unless sooner terminated in accordance with this
Agreement and upon approval by the ERC.

3.2 Effective Date

The Parties’ rights and obligations under this Agreement shall

commence on Effective Date, which shall be the date upon which all of
the following conditions are satisfied:

a) Corporate Approvals. The receipt of Seller of a certificate executed

by the corporate or partnership secretary, as applicable, or a
resolution duly and validly issued by the board of directors of
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 Buyer, attesting to the fact that the board of directors of Buyer has
adopted resolutions (i) authorizing Buyer to execute and to enter
into and deliver this Agreement and perform all its obligation
hereunder, and (ii) designating the person authorized to execute
this Agreement on behalf of Buyer; and

b) Government Authorizations. All governmental authorizations

(except ERC) which are required to have been obtained in
connection with the execution, delivery and commencement of
performance of this Agreement, shall have been obtained and be
in full force and effect.

Within [number of days] Days after the satisfaction of the conditions

referred to in this Section, each Party shall send a written notice to the
other Party confirming satisfaction of such conditions and indicating the
Effective Date.

3.3 Delivery Date

Seller shall commence delivery of Contract Capacity and/or Contract

Energy to Buyer on Delivery Date. The Delivery Date shall be a date, after
Effective Date, reckoned from the [specific date] or date of issuance by
the ERC of a Provisional Authority or Interim Relief, as applicable, or
Final Authority, if neither Provisional Authority or Interim Relief was
issued, whichever comes later.

4. SUPPLY OF ENERGY

4.1 Seller’s and Buyer’s Obligations

Beginning on the Delivery Date until the termination or expiration of this

Agreement, Seller shall supply and deliver [Contract Capacity and/or
Contract Energy] (whether from the capacity of the plants owned or
operated by Seller or any of its Affiliates, Wholesale Electricity Spot
Market (WESM), if any, or any other supplier) to Buyer at the Delivery
Point, and Buyer shall purchase and pay Seller the [Contract Capacity
and/or Contract Energy] at the rate of PhP[__]/kwh, resulting from the
CSP and subject to the approval of the ERC.

4.2 WESM Operations

Buyer shall furnish Seller with its hourly nomination of demand on a

daily, weekly, and monthly basis in accordance with the procedure set
out as follows:

4.2.1 For administrative and planning purposes only, Buyer shall

furnish Seller with non-binding year-ahead, month-ahead and

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 week-ahead nominations of Contract Capacity in accordance with
the WESM Rules and the Operating Procedures.

4.2.2 Such nominations shall reflect Buyer’s good faith estimate of its
projected capacity requirements for such period. Buyer shall
furnish Seller with the year-ahead nominations, the month-ahead
nominations, and the week-ahead nominations.

4.3 Reduction of Contract Capacity and/or Contract Energy

From time to time upon and after the implementation of Retail

Competition and Open Access (RCOA), Green Energy Option Program
(GEOP), Renewable Portfolio Standards (RPS), Net Metering programs,
and other similar government programs, Buyer shall deliver to Seller
written notice specifying the reduction in Contract Capacity and/or
Contract Energy resulting from the implementation of RCOA, GEOP,
RPS, Net Metering programs, and other similar government programs,
indicating when such reductions shall take place. Any such reduction
shall be limited to an amount that will allow Buyer to comply with its
obligation to supply electricity in the least cost manner to its captive
market. Except for such reduction of amount of Contract Capacity
and/or Contract Energy to be specified by Buyer (including the resulting
reduction in payments payable under this Agreement), all other terms
and conditions of this Agreement shall remain in full force and effect,
subject to the approval by the ERC.

The Parties shall agree on and prepare the protocol to implement the
reduction in the amount of Contract Capacity and/or Contract Energy,
with observance of existing rules and regulations, as a result of the
implementation of RCOA, GEOP, RPS, Net Metering programs, and
other similar government programs. The Parties shall submit a copy of
the protocol to the ERC.

4.4 Availability of Contract Capacity and/or Contract Energy.

Seller shall guarantee availability of the Contract Capacity/Energy

during the term of this Agreement, except when caused by a Force
Majeure event allowed under Section 7 in this Agreement. For clarity,
this means that notwithstanding the outage of the plants to be utilized
by Seller in order to supply the Contract Capacity/Energy, Seller shall

5 of 20
 still be responsible in ensuring that the Contract Capacity and/or
Contract Energy is delivered to Buyer.

5. COMPENSATION, PAYMENT AND BILLING

5.1 Payment of Fees

Buyer shall pay to Seller each Month, on the [___________] Business

Day of each Month, an amount equal to the Monthly Payment in
accordance with Schedule 3.

Unless otherwise provided by law, Buyer shall bear all costs of such
transmission service, from the Delivery Point up to the Receiving Point
including the cost of any electric losses incurred in such transmission.

Provided further that, 1) there should be no offsetting of payment

between Buyer and Seller; 2) withholding of disputed amounts, except
for the inadvertent mistake in the amount; 3) if an invoice is not disputed
within [______] Days after payment, it is deemed to be accepted, final,
and binding to Buyer and Seller.

5.2 Taxes

All present and future national, local or other lawful taxes, duties, levies,
or other impositions applicable to Seller, the Project and Seller’s other
assets shall be paid by Seller in a timely manner. All present and future
national, local or other lawful taxes, duties, levies, or other impositions
applicable to Buyer arising from or in connection with its rights and
obligations under this Agreement shall be paid by Buyer in a timely
manner.

5.3 Prompt Payment Discount

Seller shall extend [__] percent (__ %) discount based on the total fee to
Buyer as prompt payment if 1) payment is made within [______] Days
from receipt of Seller's billing, and 2) buyer is up to date with all its
payment obligations under this Agreement.

5.4 Liquidated Damages

Liquidated damages in case of default shall be in the amount of [___]

per MW per day that the defaulting Party continues with the default and
any fraction thereof, to be paid within [__] Days after written demand
for payment.

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6. FORCE MAJEURE

6.1 Meaning of Force Majeure

In this Agreement, “Force Majeure” refers to any of the following that is

beyond the reasonable control of the Party/Parties claiming force
majeure which, through the exercise of due foresight and good industry
practice, the Party/Parties could not have avoided, did not contribute to
or participate in, and which, even by exercise of due diligence, the
Party/Parties is unable to overcome, thus preventing the Party from
carrying out its obligations or from enjoying its rights under this
Agreement due to the impossibility of delivering the goods and services,
or the imminent harm that such events, in the absence of safeguards and
protocols, may bring upon its employees, agents or the general public in
the performance of its obligations under this Agreement.

6.1.1 Acts of God –

Acts of God, should only be considered as force majeure sufficient to

terminate the contract if –

(a) The event or calamity is of the degree or intensity that the

continued operation of the Parties would lead to death or injury
of the Parties’ employees or agents;

(b) The event or calamity is of the degree or intensity that the

continued operation of the Parties would be of great hazard to the
security and safety of the public.

6.1.2 Epidemic –

An epidemic officially declared by the national or local government,

should only be considered as force majeure and a ground for termination
of contract, if the epidemic causes:

(a) Impossibility to deliver the contracted goods or services; or

(b) When there is no remedy or protocol placed/issued by the

government or the regulatory agencies to assist the Parties in
fulfilling their obligations.

6.1.3 Other Events of Force Majeure (Force Majeure – Acts of

Man)

Force Majeure events occurring in or directly affecting the Philippines

include:

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 (a) any act of war (whether declared or undeclared), invasion, armed
conflict or act of foreign enemy, blockade, embargo, revolution,
riot, insurrection, civil commotion, act of terrorism, or sabotage;

(b) nationwide strikes, works to rule or go-slows that extend beyond

the plants to be utilized by Seller or are widespread or nationwide,
or that are of a political nature;

(c) radioactive contamination or ionizing radiation originating from

a source outside or inside the Philippines.

6.2 Notification and Obligation to Remedy

In the event of the occurrence of a Force Majeure that prevents a Party

from performing its obligations hereunder (other than an obligation to
pay money), such Party shall: (a) notify within five (5) Days the other
Party in writing of such Force Majeure; (b) not be entitled to suspend
performance under this Agreement for any greater scope or longer
duration than is required by the Force Majeure; (c) use all reasonable
efforts to remedy its inability to perform and to resume full performance
hereunder as soon as practicable; (d) perform acts to avoid further loss
or wastage; (e) keep such other Party apprised of such efforts on a
continuous basis; and (f) provide written notice of the resumption of
performance hereunder. Notwithstanding the occurrence of a Force
Majeure, the Parties shall perform their obligations under this
Agreement to the extent the performance of such obligations is not
impeded by the Force Majeure.

6.3 Consequences of Force Majeure

Neither Party shall be responsible or liable for, or deemed in breach

hereof because of, any failure or delay in complying with its obligations
under or pursuant to this Agreement which it cannot perform due solely
to one or more Force Majeure or its or their effects or by any combination
thereof, and the periods allowed for the performance by the Parties of
such obligation(s) shall be extended on a day-by-day basis for so long as
one or more Force Majeure continues to affect materially and adversely
the performance of such Party of such obligation(s) under or pursuant
to this Agreement; provided, however, that no relief shall be granted to
the Party claiming Force Majeure pursuant to this Section to the extent
that such failure or delay would have nevertheless been experienced by
that Party had such Force Majeure not occurred; and provided further,
that the Parties may file the proper motion for termination when the
Force Majeure delays a Party’s performance for a period greater than (a)
[___________] consecutive months prior to the Effective Date or (b)
[___________] consecutive months after the Effective Date.

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7. DEFAULTS AND TERMINATION

7.1 Events of Default

Each of the events described below shall constitute an Event of Default,

provided that such events result to, in the case of Seller, an actual failure to
deliver to Buyer of the required [Contract Capacity and/or Contract
Energy]; or, in the case of Buyer, an actual failure to accept the required
[Contract Capacity and/or Contract Energy] from, or pay the [Monthly
Payments] to, Seller. An “Event of Default” shall mean, with respect to the
relevant Party (such Party being, with respect to the Event of Default, a
“Defaulting Party” and the other Party being the “Non-Defaulting Party”):

7.1.1 A Party fails to make any payment required pursuant to this

Agreement when due and payable and such payment is not made
within [number of days] Days after the due date;

7.1.2 A Party breaches any of its material representations, warranties,

covenants or obligations under this Agreement; and

7.1.3 A Party becomes bankrupt or there occurs a default, event of

default or other similar condition or event with respect to Buyer
under one or more agreements or instruments to which it is a
party.

Within a [number of days] from knowledge of the occurrence of an Event

of Default and for Events of Default capable of being remedied or cured,
the Non-Defaulting Party shall issue a written notice to the Defaulting
Party specifying in detail the relevant Event of Default (the “Notice of
Default”). The Defaulting Party shall have the opportunity to cure the
default within the following periods from receipt of the Notice of Default
(each a “Cure Period”):

(a) [number of days] Days, for Events of Default under Section 7.1.1,

(b) [number of days] Days, for Events of Default under Section 7.1.2,
and

(c) [number of days] Days, for Events of Default under Section 7.1.3.

7.2 Notice of Default and Termination or Upon Event of Default

In case an Event of Default is not cured within the applicable Cure Period
or if the Event of Default is not capable of being remedied, the Non-
Defaulting Party may terminate this Agreement in accordance with
Section 7.4, subject to the approval of the ERC, and may pursue any
remedy available to it under this Agreement or at law.

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7.3 Suspension upon Event of Default

In case an Event of Default is awaiting to be cured during the Cure

Period, the Non-Defaulting Party may suspend this Agreement, subject
to the approval of the ERC, until such time the Event of Default is cured,
or the applicable Cure Period lapsed.

7.4 Termination upon Event of Default

The following procedure shall apply in terminating this Agreement:

7.4.1 The Non-Defaulting Party shall issue a notice (a “Termination

Notice”) to the other Party, specifying in detail the Event of
Default giving rise to such Termination Notice, and the date on
which the Party giving such Termination Notice proposes to
terminate this Agreement, subject to the approval of the ERC.

7.4.2 During the period of [number of days] Days (or such longer period
set out in the Termination Notice or as the Parties may agree)
following the giving of such Termination Notice, the Parties shall
negotiate as to what steps shall be taken with a view to mitigating
or remedying the consequences of the relevant event having
regard to all the circumstances.

7.4.3 If the Party receiving the Termination Notice intends to raise a

Dispute regarding the right to give effect to the Termination
Notice (the “Termination Notice Dispute”), such Party shall
follow the procedure prescribed in Section 8; and

7.4.4 In circumstances where the Party in receipt of the Termination

Notice has referred a Termination Notice Dispute for resolution
in accordance with Section 7.4.3 above, if:

(ii) at any time after the expiry of the period referred to in

Section 7.4.1, the event giving rise to the Termination
Notice has not been remedied; and

(iii) the Termination Notice Dispute has been determined in

favor of the Party who has issued the Termination Notice,

the Agreement may be terminated only upon prior notification

to and approval by ERC pursuant to its rules, regulations, and
applicable guidelines, by giving a written notice of termination
pursuant to the order of the ERC.]

7.5 Termination as a Result of Events Other than Event of Default

7.5.1 Non-fulfillment of Conditions Precedent to Effectivity. If any

condition to the Effective Date has not been fulfilled on or before
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 [date], then either Party has the option to terminate this
Agreement by giving written notice of such termination to the
other Party, provided that the fulfilment of such condition is not
within the control of the Party seeking to give such notice, subject
to the prior notification to and approval of ERC, pursuant to its
rules and regulations. Upon the giving of notice of termination,
this Agreement shall terminate on the date specified for
termination in such notice, which date shall not be earlier than
[number of days] Days from the date of such notice, subject to the
approval of the ERC.

7.5.2 Termination in Certain Events of Force Majeure. If an event of

Force Majeure occurs under the circumstances described in
Section 6, then this Agreement may be terminated, subject to
prior notification to and approval by the ERC, by notice of either
Party delivered to the other Party within [number of days] Days
after the end of such [number of days]-day period. If any Force
Majeure is expected by the Claiming Party to exceed [number of
days] Days then the Claiming Party may give notice to the other
Party at any time of the Claiming Party’s desire to terminate this
Agreement. The Non-Claiming Party shall notify the Claiming
Party, within [number of days] Days of the receipt of such notice,
of either: (1) its acceptance of the notice, in which case this
Agreement shall terminate effective on the date of such
responsive notice, subject to the prior notification and approval
of the ERC, pursuant to its rules and regulations; or (2) its
disagreement with the Claiming Party’s expectation of the
duration of such Force Majeure event, in which case the dispute
shall be resolved pursuant to Section 8.

8. DISPUTE RESOLUTION

If any dispute or disagreement (“Dispute”) shall arise between the Parties in

connection with this Agreement, either Party may request in writing that the
respective chief executive officers of Seller and Buyer meet within [number of
days] Days and attempt to resolve the Dispute. The Parties shall exert every
effort to first resolve the Dispute amicably by mutual consultation.

Should Parties fail to reach an amicable settlement after mutual consultation,

any Dispute arising from this Agreement shall then be settled through
arbitration, at a venue within the Philippines, with the rules of Republic Act No.
876 and Republic Act No. 9285 deemed incorporated by reference in this
clause.

In the event such officers are unable to resolve such Dispute through the above
arbitration clause, the ERC has the jurisdiction to hear and decide the Dispute
between Parties arising from this Agreement, in the exercise of its powers and
functions under the EPIRA.
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9. ASSIGNMENT OF RIGHTS

Seller may only assign or transfer its rights or obligations to its Affiliates or its
consortium’s special purpose vehicle under, pursuant to or associated with (a)
this Agreement, (b) the movable property and intellectual property of Seller, or
(c) the revenues or any of the rights or assets of Seller, in each of subsections
(a) through (c) without the prior written consent of Buyer, provided, however,
that any such assignee of Seller shall have the ability to perform all of Seller’s
obligations and duties under this Agreement. Such transfer of rights and
obligations under this provision shall require prior notification and approval of
the ERC. Nonetheless, both assignor and assignee are solidarily liable under
this Agreement.

10. NOTICES

10.1 Address for Notices

Any notice, communication, request or correspondence (each a “notice”)

required or permitted under the terms and conditions of this Agreement shall
be in writing, in the English or Filipino language (it being understood that any
such communication or paper in a language other than the same shall be of no
force or effect), and shall be (a) delivered personally, or (b) transmitted by
electronic mail and either (i) recipient acknowledges receipt to sender or (ii)
sender delivers to recipient a transmission confirmation; to the following
addresses:

If to Buyer:

Address:

E-mail Add.:

Attention:

If to Seller:

Address:

E-mail Add.:

Attention:

or such other address and/or telephone number as either Party may previously
have notified to the other Party in accordance with this Section.

“Recipient” shall mean the president, managing partner, general manager,

corporate secretary, treasurer, or in-house counsel, or signatory to this
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 Agreement of the Party, or in their absence or unavailability, on their
secretaries.

10.2 Effectiveness of Service

Notices shall be effective: (a) in the case of personal delivery, when received by
the recipient; or (b) in the case of transmission by electronic mail, if receipt of
the transmission occurs before [time] recipient’s time and recipient receives a
transmission confirmation or otherwise acknowledges transmission, upon
receipt of transmission, or if receipt of the electronic mail occurs after [time]
recipient’s time and recipient receives a transmission confirmation or
otherwise acknowledges transmission, the next succeeding Business Day.

11. MISCELLANEOUS PROVISIONS

11.1 Variations in Writing

All additions, amendments or variations to this Agreement shall be binding

only if in writing and signed by duly authorized representatives of both Parties.

11.2 Entire Agreement

This Agreement and all Schedules thereto together represent the entire
understanding between the Parties in relation to the subject matter thereof and
supersede any or all previous agreements or arrangements between the Parties
(whether oral or written).

11.3 Severability

In the event that any one or more of the provisions of this Agreement shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or of the same
provisions in any other jurisdiction shall not in any way be affected or impaired
thereby.

11.4 Waivers

11.4.1 No waiver by either Party of any default by the other in the

performance of any of the provisions of this Agreement shall (a)
operate or be construed as a waiver of any other or further default
whether of a like or different character, and (b) be effective unless
in writing duly executed by an authorized representative of such
Party.

11.4.2 The failure by either Party to insist on any occasion upon the
performance of the terms, conditions or provisions of this
Agreement or time or other indulgence granted by one Party to
the other shall not thereby act as a waiver of such breach or
acceptance of any variation.
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 11.4.3 The parties shall not, through mutual agreement, or consent or
acquiescence of the other, waive any rights or obligations under
this contract that may prejudice the rights of consumers.

11.5 Successors and Assigns

This Agreement shall inure to the benefit of, and be binding upon, the Parties
hereto and their respective successors and permitted assigns, subject to the
provision in Section 9.

11.6 No Liability for Review

No review or approval by Buyer of any agreement, document, instrument,

drawing, specifications or design proposed by Seller shall relieve Seller from
any liability that it would otherwise have had for its negligence in the
preparation of such agreement, document, instrument, drawing, specifications
or design or from failure to comply with the applicable laws of the Philippines
with respect thereto, nor shall Buyer be liable to Seller or any other person by
reason of its review or approval of an agreement, document, instrument,
drawing, specification, or design.

11.7 Consequential Damages

Neither Party shall be liable to the other Party in contract, tort, warranty, strict
liability or any other legal theory for indirect, consequential, punitive or
exemplary damages resulting from the performance of obligations or the exercise
of rights under or pursuant to this Agreement.

11.8 Affirmation

Seller and Buyer declare and affirm that neither Party has paid nor has it
undertaken to pay and that it shall in the future not pay any bribe, pay-offs, kick-
backs or unlawful commission and that it has not in any other way or manner paid
any sums, whether in Local Currency or Foreign Currency and whether in the
Philippines or abroad, or in any other manner given or offered to give any gifts
and presents in the Philippines or abroad to any person or Seller to procure this
Agreement, and Seller and Buyer undertake not to engage in any of the said or
similar acts during the term of and relative to this Agreement.

11.9 Governing Law

This Agreement and the rights and obligations of the Parties under or pursuant
to this Agreement shall be governed by and construed according to applicable
laws, rules and regulations of the Philippines.

14 of 20
 11.10 Relationship of the Parties

This Agreement shall not make either of the Parties partners or joint venturers
one with the other, nor make either the agent of the other. Neither Party shall
have any right, power or authority to enter into any agreement or undertaking
for, or act on behalf of, or to act as or be an agent or representative of, or
otherwise bind, the other Party.

11.11 Survival

Cancellation, expiration or earlier termination of this Agreement shall not relieve

the Parties of obligations that by their nature should survive such cancellation,
expiration or termination, including the rights and obligations, warranties,
remedies, promises of indemnity and confidentiality set forth in previous
sections.

11.12 Language

The language for the purpose of administering this Agreement, including any
expert proceeding or arbitration hereunder, shall be English or Filipino.

11.13 Good Faith

In carrying out its obligations and duties under this Agreement, each Party shall
have an obligation of good faith.

I N W I T N E S S whereof the Parties have entered into this Agreement the

date first above written.

[NAME OF BUYER]
By: ___________________________
Name: ___________________________
Title: ___________________________
WITNESSED BY:
By: ___________________________
Name: ___________________________

[NAME OF SELLER]
By: ___________________________
Name: ___________________________
Title: ___________________________

WITNESSED BY:
By: __________________________
Name: __________________________

15 of 20
 SECRETARY’s CERTIFICATE

I, ____________, Filipino, of legal age and with office address at

_____________, after having duly sworn in accordance with law, hereby depose
and state that:

1. I am the Corporate Secretary of _________________, a __________ duly

organized and existing under and by virtue of the laws of the Philippines with
principal office address at _______________.

2. At the special meeting of the Board of Directors held on ____________,

during which meeting a quorum was present and acting throughout, the
following resolution was unanimously passed and approved:

RESOLVED, that the Board of Directors of _____________ authorize, as it

hereby authorizes ____________ to sign the Agreement with
___________, on behalf of the [Corporation].

3. This board resolution has not been revoked, amended or modified, and remains
valid and binding on the [Corporation] as of the date hereof.

4. The foregoing statements are in accordance with the records of the

[Corporation].

IN WITNESS WHEREOF, I have hereunto set my hand this _______ at ____,

Philippines.

________________

Corporate Secretary

SUBSCRIBED AND SWORN to before me this __________ in _____. Affiant, who

is personally known to me, exhibited to me his/her identification
____________________ issued in _______ on ____________.

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 SCHEDULE 1

DEFINITIONS

Whenever the following terms appear in this Agreement or the Schedules hereto,
whether in the singular or in the plural, present, future or past tense, they shall have
the meanings stated below unless the content otherwise requires:

“Affiliate” - means any person which, alone or together with any other person,
directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with another person. As used herein, “control” shall mean
the power to direct or cause the direction of the management policies of a person by
contract, agency or otherwise.

“Agreement” - This Power Supply Agreement, including all Schedules thereto, as

amended or supplemented from time to time.

“Billing Period” - the period of one (1) month commencing at 0001H of the twenty-
sixth (26th) day of each calendar month to 2400H of the twenty-fifth (25th) day of the
calendar month.

“Business Day” - A Day on which business by and between banks may be carried on
in [Location] in the Philippines.

“Contract Capacity” - The capacity, expressed in kW allocated to Buyer during the

Billing Period.

“Contract Energy” - The energy, expressed in kWh allocated to Buyer during the
Billing Period.

“Contract Term” - shall have the meaning ascribed to it in Section 3.1.

“Day” - The 24-hour period beginning and ending at 12:00 midnight in [Philippine
Time]. For clarity, “Day” means calendar day, or any day including Saturday, Sunday,
and any day which is a legal holiday in the Philippines.

“Delivery Date” - shall have the meaning ascribed to it in Section 3.3.

“Delivery Point” - The Trading Node or NGCP/Metering Service providers’

metering point/s of Seller.

“Dispute” - shall have the meaning ascribed to it in Section 8.

“Effective Date” - means the date following the completion of the conditions referred
to in Section 3.2.

“EPIRA” - The Republic Act No. 9136 of the Electric Power Industry Reform Act of
2001.

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“ERC” - The Energy Regulatory Commission of the Philippines, the independent and
quasi-judicial regulatory agency created under Section 38 of the EPIRA.

“Force Majeure” - An event or occurrence specified in Section 6.

“Foreign Currency” or - The lawful currency of [________].

“kW” - Kilowatts.

“kWh” - Kilowatt-hours.

“Law” - Any law, act, ordinance, code, decree, order, rule, policy, resolution or
regulation of any governmental authority or agency (national, provincial, municipal,
local) that is at any time applicable to the Parties, contract, project, site or any part
thereof.

“Liquidated Damages” - The meaning ascribed thereto in Section 5.4.

“Local Currency” - The lawful currency of the Philippines.

“Month” - A calendar month according to the Gregorian calendar beginning at 12:00

midnight on the last day of the preceding month and ending at 12:00 midnight on the
last day of that month.

“MW” - Megawatts.

“NGCP” - National Grid Corporation of the Philippines, the corporation awarded the
concession to operate the transmission facilities of the National Transmission
Corporation pursuant to the EPIRA and Republic Act No. 9511.

“Notice of Default” - The meaning ascribed thereto in Section 7.1.

“Outage Allowance” - refers to the allowable outage per plant type as determined by
the ERC.

“Parties” - Both Buyer and Seller.

“Party” - Either Buyer or Seller.

“RCOA” - The Retail Competition and Open Access.

“Week” - Each period of seven (7) consecutive Days beginning at 12:00 midnight
Philippine Standard time falling between a Saturday and a Sunday.

“WESM” - Wholesale Electricity Spot Market.

“Year” - Each twelve (12) Month period commencing on 12:00 midnight on

December 31 and ending on 12:00 midnight the following December 31 during the
term of this Agreement.

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 SCHEDULE 2

CONTRACT CAPACITY AND/OR CONTRACT ENERGY

Minimum
Billing Contract Contract
Hours Contract Energy
Month Capacity (kW) Energy (kWh)
(kWh), if any

January

February

March

April

May

June

July

August

September

October

November

December

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 SCHEDULE 3

MONTHLY PAYMENT

Buyer shall pay Seller for the Energy/Capacity at the following Fees pursuant to the
following formula:

TGC = DE * (GR)

Where:

TGC = Total Generation Cost in PhP for the Billing Period

DE = Delivered Energy in kWh for the Billing Period

GR = The Generation Rate applicable for the Billing Period, as defined in the
Bid Documents set at PhP____/kWh

20 of 20
 APPENDIX “C2”
PSA TEMPLATE FOR PHYSICAL PSA

[NAME OF BUYER]

- and -

[NAME OF SELLER]

_________________________________________________

POWER SUPPLY AGREEMENT

DATED AS OF [DATE OF SIGNING]

THIS POWER SUPPLY AGREEMENT (this “Agreement”) is made at [LOCATION] on
[DATE]

BETWEEN:

(1) [NAME OF BUYER], an entity duly organized and existing by virtue of the laws
of the Republic of the Philippines, with principal office address at [Address of
the Buyer] represented herein by its [Designation of Representative], [Name of
Representative] (hereinafter referred to as “Buyer”); and

(2) [NAME OF SELLER], an entity duly organized and existing by virtue of the laws
of the Republic of the Philippines, with principal office address at [Address of
the Seller] represented herein by its [Designation of Representative], [Name of
Representative] (hereinafter referred to as “Seller”).

Each of the Buyer and the Seller are hereafter individually referred to as “Party” and
together, as the “Parties”.

WHEREAS:

Seller owns and operates, or plans to design, finance, construct, own, operate and
maintain, whichever is applicable, a [gross capacity of the Facility] megawatts (MW)
[Description of the Facility] located at [Location of the Facility]; and

Seller desires to sell to Buyer, and Buyer desires to purchase from the Seller, the energy
and/or capacity pursuant to the terms and conditions set forth herein, consistent with
the Terms of Reference of the relevant Competitive Selection Process (TOR-CSP)
conducted by Buyer or the rules governing exemptions from the CSP, as the case may
be.

NOW, THEREFORE, under the above premises and for and in consideration of the
mutual covenants and agreements hereinafter set forth, the Parties, for themselves
and their respective successors and assigns, have mutually agreed as follows:

1. DEFINITION OF TERMS AND RULES OF INTERPRETATION

1.1. In this Agreement, capitalized terms shall have the meaning prescribed
in Schedule 1 hereof. Capitalized terms not therein defined shall have the
meanings as provided for in the TOR-CSP or by the applicable laws.

1.2. The following rules of interpretation shall govern this Agreement:

1.1.1 expressions defined in Schedule 1 shall bear the respective

meanings set out therein;

1.1.2 the headings and paragraph numbering are for convenience of

parties and to avoid any insertion, but will not prevail in
construing this Agreement;

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 1.1.3 terms not herein defined shall have the meanings as provided for
in pertinent ERC rules and regulations and Department of Energy
(DOE) circulars;

1.1.4 references to Sections and Schedules are, unless the context

otherwise requires, references to Sections of, and Schedules to,
this Agreement;

1.1.5 references to any agreement, enactment, ordinance or regulation

includes any amendment thereof or any replacement in whole or
in part;

1.1.6 all references herein to time are in relation to Philippine time;

1.1.7 words importing any gender include the other gender;

1.1.8 the words “include,” “includes,” and “including” are not limiting;

1.1.9 the words “hereof,” “herein,” and “hereunder” and words of

similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this
Agreement; and

1.1.10 Any ambiguity in the contract is to be construed in favor of the

objectives of the Republic Act No. 9136 or its implementing rules,
regulations or circulars issued by the Department of Energy
(DOE) or Energy Regulatory Commission (ERC), as the case may
be.

2. SALE AND PURCHASE OF ENERGY/CAPACITY

Subject to and in accordance with the terms of this Agreement, Seller shall
make available and sell to Buyer, and Buyer shall purchase from the Seller for
the consideration described in Section 5, the energy and/or capacity from and
after the Delivery Date until the expiry of the Term.

3. TERM

3.1 Contract Term

This Agreement shall take effect immediately from Effective Date, and
from such date, shall remain in force and effect for [number of years or
billing months], unless sooner terminated in accordance with this
Agreement and upon approval by the ERC.

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 3.2 Effective Date

The Parties’ rights and obligations under this Agreement shall

commence on Effective Date, which shall be the date upon which all of
the following conditions are satisfied:

a) Corporate Approvals. The receipt of the Seller of a certificate

executed by the corporate or partnership secretary, as applicable,
or a resolution duly and validly issued by the board of directors of
Buyer, attesting to the fact that the board of directors of Buyer has
adopted resolutions (i) authorizing Buyer to execute and to enter
into and deliver this Agreement and perform all its obligation
hereunder, and (ii) designating the person authorized to execute
this Agreement on behalf of the Buyer; and

b) Government Authorizations. All governmental authorizations

(except ERC) which are required to have been obtained in
connection with the execution, delivery and commencement of
performance of this Agreement, shall have been obtained and be
in full force and effect.

Within [number of days] Days after the satisfaction of the conditions

referred to in this Section, each Party shall send a written notice to the
other Party confirming satisfaction of such conditions and indicating the
Effective Date.

3.3 Delivery Date

The Seller shall commence delivery of Contract Capacity to Buyer on

Delivery Date. The Delivery Date shall be a date, after Effective Date,
reckoned from [specific date] or date of issuance by the ERC of a
Provisional Authority or Interim Relief, as applicable, or Final Authority,
if neither Provisional Authority or Interim Relief was issued, whichever
comes later.

4. SUPPLY OF ENERGY

4.1 Seller’s and Buyer’s Obligations

Beginning on the Delivery Date, until the termination or expiration of

this Agreement, Seller shall supply and deliver [Contract Capacity
and/or Contract Energy as detailed in Schedule] to Buyer at the Delivery
Point, and the Buyer shall purchase and pay Seller the [Contract Capacity

4 of 24
 and/or Contract Energy] at the rate of [__], resulting from the CSP and
subject to the approval of the ERC.

4.2 WESM Operations

Buyer shall furnish Seller with its hourly nomination of demand on a

daily, weekly, and monthly basis in accordance with the procedure set
out as follows:

4.2.1 For administrative and planning purposes only, Buyer shall

furnish Seller with non-binding year-ahead, month-ahead and
week-ahead nominations of Contract Capacity in accordance with
the WESM Rules and the Operating Procedures.

4.2.2 Such nominations shall reflect Buyer’s good faith estimate of its
projected capacity requirements for such period. Buyer shall
furnish Seller with the year-ahead nominations, the month-ahead
nominations, and the week-ahead nominations.

4.3 Reduction of Contract Capacity

From time to time upon and after the implementation of Retail

Competition and Open Access (RCOA), Green Energy Option Program
(GEOP), Renewable Portfolio Standards (RPS), Net Metering programs,
and other similar government programs, Buyer shall deliver to Seller
written notice specifying the reduction in Contract Capacity and/or
Contract Energy resulting from the implementation of RCOA, GEOP,
RPS, Net Metering programs, and other similar government programs,
indicating when such reductions shall take place. Any such reduction
shall be limited to an amount that will allow the Buyer to comply with its
obligation to supply electricity in the least cost manner to its captive
market. Except for such reduction of amount of Contract Capacity
and/or Contract Energy to be specified by Buyer (including the resulting
reduction in payments payable under this Agreement), all other terms
and conditions of this Agreement shall remain in full force and effect,
subject to the approval by the ERC.

The Parties shall agree on and prepare the protocol to implement the
reduction in the amount of Contract Capacity, with observance of
existing rules and regulations, as a result of the implementation of
RCOA, GEOP, RPS, Net Metering programs, and other similar
government programs. The Parties shall submit a copy of the protocol to
the ERC.

4.4 Scheduled Outages

4.4.1 At least [__________] Days prior to the Scheduled Commercial

Operations Date, the Seller shall submit to Buyer its desired
5 of 24
 Scheduled Outage periods for the remainder of the Year in which
the Scheduled Commercial Operations Date occurs. Thereafter, by
[DATE] of each Year after the Year in which the Scheduled
Commercial Operation Date occurs, the Seller shall submit to
Buyer its desired schedule of Scheduled Outage periods for the
following Year. The outage periods shall be subject to the
requirements under DOE guidelines and ERC rules and
regulations.

4.4.2 At least [___________] Days prior to the Scheduled

Commercial Operations Date and [___________] Months prior
to the commencement of each Year after the Year in which the
Scheduled Commercial Operation Date occurs, Buyer shall notify
the Seller in writing whether the requested Scheduled Outage
periods are acceptable. If Buyer cannot accept any of the requested
Scheduled Outage periods, Buyer shall advise the Seller of a period
when Buyer determines such unacceptable Scheduled Outage
period can be rescheduled. Such rescheduled period shall be as
close as reasonably practicable to the requested period, shall
comply with the Minimum Functional Specifications indicated in
Schedule 3, and shall be of equal duration as the requested period.
The Seller shall conduct Scheduled Outages only during periods
agreed to in writing by Buyer as aforesaid. The outage periods
shall be subject to the approval requirements under DOE
guidelines and ERC rules and regulations.

4.4.3 The Seller is allowed Scheduled Outages not to exceed the number
of days for each Contract Year as set forth in Schedule [●], during
which times reduced or no deliveries will be available to the Buyer,
subject to ERC rules and regulations on Reliability Performance
Indices.

4.4.4 Buyer may, upon [___________] Days prior written notice,

require the Seller to reschedule a Scheduled Outage; provided,
however, that Buyer shall not request that such Scheduled Outage
be rescheduled in a manner or time outside the Minimum
Functional Specifications.

4.4.5 Buyer shall use its reasonable endeavors to coordinate its

maintenance program for the Interconnection Facilities with the
approved Scheduled Outages so as to minimize any disruption to
the operation of the Facility.

4.5 Unscheduled Outages

4.5.1 The Seller is allowed Unscheduled Outages not to exceed the

number of days for each Contract Year as set forth in Schedule [●],
during which times reduced or no deliveries will be available to the
6 of 24
 Buyer, subject to ERC rules and regulations on Reliability
Performance Indices.

4.6 Replacement Power

4.6.1 Within the Allowed Outage. The procurement of any Replacement

Power within the Allowed Outage shall be the responsibility of the
Buyer. During such outage, Buyer shall source Replacement
Power from other suppliers or from the WESM, at its own expense.

4.6.2 Beyond the Allowed Outage. The procurement of any

Replacement Power beyond the Allowed Outage shall be the
responsibility of the Seller. In the event of failure by the Seller to
provide the Contract Capacity and/or Contract Energy, the Buyer
shall be allowed to source the Replacement Power at the expense
of the Seller. Provided further, that the rates to be charged for the
procurement of Replacement Power shall be a) the actual price of
the Replacement Power; or b) the approved charge for the PSA,
whichever is lower.

4.7 Transmission and Interconnection

4.7.1 If applicable, Seller [shall enter/ has entered/ is in the process of

entering] into a Connection Agreement and Transmission Service
Agreement with the NGCP to connect the Facility to the Grid.

4.7.2 At all times from and after the Effective Date, all interconnection,
transmission and other agreements necessary for Seller to
perform its obligations hereunder (including the Connection
Agreement and Transmission Service Agreement) shall be in full
force and effect.

5. COMPENSATION, PAYMENT AND BILLING

5.1 Payment of Fees

Buyer shall pay to the Seller each Month, on the [___________]

Business Day of each Month, an amount equal to the Monthly Payment
in accordance with Schedule 4.

Further, Buyer shall bear all costs of such transmission service, from the
Delivery Point up to the Receiving Point including the cost of any electric
losses incurred in such transmission.

Provided further that, 1) there should be no offsetting of payment

between the Buyer and Seller; 2) withholding of disputed amounts,
except for the inadvertent mistake in the amount; 3) If an invoice is not

7 of 24
 disputed within [_______] Days after payment, it is deemed to be
accepted, final, and binding to the Buyer and Seller.

5.2 Taxes

All present and future national, local or other lawful taxes, duties, levies,
or other impositions applicable to the Seller, the Facility and the Seller's
other assets shall be paid by the Seller in a timely manner. All present
and future national, local or other lawful taxes, duties, levies, or other
impositions applicable to Buyer arising from or in connection with its
rights and obligations under this Agreement shall be paid by Buyer in a
timely manner.

5.3 Prompt Payment Discount

The Seller shall extend [__] percent (__ %) discount based on the non-
fuel fee (sum of Capital Recovery Fee, Fixed O&M Fee and Variable O&M
Fee, if applicable) to Buyer as prompt payment if 1) payment is made
within [_____] Days from receipt of Seller's billing, and 2) buyer is up
to date with all its payment obligations under this Agreement.

5.4 Liquidated Damages

Liquidated damages in case of default shall be in the amount of [___]

per MW per day that the defaulting Party continues with the default and
any fraction thereof, to be paid within [__] Days after written demand
for payment.

6. FORCE MAJEURE

6.1 Meaning of Force Majeure

In this Agreement, “Force Majeure” refers to any of the following that is

beyond the reasonable control of the Party/Parties claiming force
majeure which, through the exercise of due foresight and good industry
practice, the Party/Parties could not have avoided, did not contribute to
or participate in, and which, even by exercise of due diligence, the
Party/Parties is unable to overcome, thus preventing the party from
carrying out its obligations or from enjoying its rights under this
Agreement due to the impossibility of delivering the goods and services,
or the imminent harm that such events, in the absence of safeguards and
protocols, may bring upon its employees, agents or the general public in
the performance of its obligations under this Agreement.

6.1.1 Acts of God –

Acts of God, should only be considered as force majeure sufficient to

terminate the contract if –

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 (a) The event or calamity is of the degree or intensity that the
continued operation of the parties would lead to death or injury
of the parties’ employees or agents;

(b) The event or calamity is of the degree or intensity that the

continued operation of the parties would be of great hazard to the
security and safety of the public.

6.1.2 Epidemic –

An epidemic officially declared by the national or local government,

should only be considered as force majeure and a ground for termination
of contract, if the epidemic causes:

(a) Impossibility to deliver the contracted goods or services; or

(b) When there is no remedy or protocol placed/issued by the

government or the regulatory agencies to assist the parties in
fulfilling their obligations.

6.1.3 Other Events of Force Majeure (Force Majeure-Acts of

Man)

Force Majeure events occurring in or directly affecting the Philippines

include:

(a) any act of war (whether declared or undeclared), invasion,

armed conflict or act of foreign enemy, blockade, embargo,
revolution, riot, insurrection, civil commotion, act of terrorism,
or sabotage;

(b) nationwide strikes, works to rule or go-slows that extend beyond

the Facility or are widespread or nationwide, or that are of a
political nature;

(c) radioactive contamination or ionizing radiation originating from

a source outside or inside the Philippines.

6.2 Notification and Obligation to Remedy

In the event of the occurrence of a Force Majeure that prevents a Party

from performing its obligations hereunder (other than an obligation to
pay money), such Party shall: (a) notify within five (5) Days the other
Party in writing of such Force Majeure; (b) not be entitled to suspend
performance under this Agreement for any greater scope or longer
duration than is required by the Force Majeure; (c) use all reasonable
efforts to remedy its inability to perform and to resume full performance

9 of 24
 hereunder as soon as practicable; (d) perform acts to avoid further loss
or wastage; (e) keep such other Party apprised of such efforts on a
continuous basis; and (f) provide written notice of the resumption of
performance hereunder. Notwithstanding the occurrence of a Force
Majeure, the Parties shall perform their obligations under this
Agreement to the extent the performance of such obligations is not
impeded by the Force Majeure.

6.3 Consequences of Force Majeure

Neither Party shall be responsible or liable for, or deemed in breach

hereof because of, any failure or delay in complying with its obligations
under or pursuant to this Agreement which it cannot perform due solely
to one or more Force Majeure or its or their effects or by any combination
thereof, and the periods allowed for the performance by the Parties of
such obligation(s) shall be extended on a day-by-day basis for so long as
one or more Force Majeure continues to affect materially and adversely
the performance of such Party of such obligation(s) under or pursuant to
this Agreement; provided, however, that no relief shall be granted to the
Party claiming Force Majeure pursuant to this Section to the extent that
such failure or delay would have nevertheless been experienced by that
Party had such Force Majeure not occurred; and provided further, that
the Parties may file the proper motion for termination, when the Force
Majeure delays a Party's performance for a period greater than (a)
[___________] consecutive months prior to the Effective Date or (b)
[___________] consecutive months after the Effective Date.

7. DEFAULTS AND TERMINATION

7.1 Events of Default

Each of the events described below shall constitute an Event of Default,

provided that such events result to, in the case of the Seller, an actual
failure to deliver to the Buyer of the required [Contract Capacity and/or
Contract Energy]; or, in the case of the Buyer, an actual failure to accept
from, or pay to, the Seller the [Monthly Payments]. An “Event of Default”
shall mean, with respect to the relevant Party (such Party being, with
respect to the Event of Default, a “Defaulting Party” and the other Party
being the “Non-Defaulting Party”):

7.1.1 A Party fails to make any payment required pursuant to this

Agreement when due and payable and such payment is not made
within [number of days] Days after the due date;

7.1.2 A Party breaches any of its material representations, warranties,

covenants or obligations under this Agreement; and

10 of 24
 7.1.3 A Party becomes bankrupt or there occurs a default, event of
default or other similar condition or event with respect to the
Buyer under one or more agreements or instruments to which it
is a party.

Within a [number of days] from knowledge of the occurrence of an Event

of Default and for Events of Default capable of being remedied or cured,
the Non-Defaulting Party shall issue a written notice to the Defaulting
Party specifying in detail the relevant Event of Default (the “Notice of
Default”). The Defaulting Party shall have the opportunity to cure the
default within the following periods from receipt of the Notice of Default
(each a “Cure Period”):

(a) [number of days] Days, for Events of Default under Section 7.1.1,

(b) [number of days] Days, for Events of Default under Section 7.1.2,
and

(c) [number of days] Days, for Events of Default under Section 7.1.3.

7.2 Notice of Default and Termination or Upon Event of Default

In case an Event of Default is not cured within the applicable Cure Period
or if the Event of Default is not capable of being remedied the Non-
Defaulting Party may terminate this Agreement in accordance with
Section 7.4, subject to the approval of the ERC, and may pursue any
remedy available to it under this Agreement or at law.

7.3 Suspension upon Event of Default

In case an Event of Default is awaiting to be cured during the Cure Period

under Section 7.2, the Non-Defaulting Party may suspend this
Agreement, subject to the approval of the ERC, until such time the Event
of Default is cured, or the applicable Cure Period lapsed.

7.4 Termination upon Event of Default

The following procedure shall apply in terminating this Agreement:

7.4.1 The Non-Defaulting Party shall issue a notice (a “Termination

Notice”) to the other Party, specifying in detail the Event of
Default giving rise to such Termination Notice, and the date on
which the Party giving such Termination Notice proposes to
terminate this Agreement, subject to the approval of the ERC.

7.4.2 During the period of [number of days] Days (or such longer period
set out in the Termination Notice or as the Parties may agree)
following the giving of such Termination Notice, the Parties shall
negotiate as to what steps shall be taken with a view to mitigating
11 of 24
 or remedying the consequences of the relevant event having
regard to all the circumstances.

7.4.3 If the Party receiving the Termination Notice intends to raise a

Dispute regarding the right to give effect to the Termination
Notice (the “Termination Notice Dispute”), such Party shall
follow the procedure prescribed in Section 8; and

7.4.4 In circumstances where the Party in receipt of the Termination

Notice has referred a Termination Notice Dispute for resolution
in accordance with Section 7.4.3 above, if:

(ii) at any time after the expiry of the period referred to in

Section 7.4.1, the event giving rise to the Termination
Notice has not been remedied; and
(iii) the Termination Notice Dispute has been determined in
favor of the Party who has issued the Termination Notice,

the Agreement may be terminated only upon prior notification

to and approval by ERC pursuant to its rules, regulations, and
applicable guidelines, by giving a written notice of termination
pursuant to the order of the ERC.

7.5 Termination as a Result of Events Other than Event of Default

7.5.1 Nonfulfillment of Conditions Precedent to Effectivity. If any

condition to the Effective Date has not been fulfilled on or before
[date], then either Party has the option to terminate this
Agreement by giving written notice of such termination to the
other Party, provided that the fulfilment of such condition is not
within the control of the Party seeking to give such notice, subject
to the prior notification to and approval of ERC, pursuant to its
rules and regulations. Upon the giving of notice of termination,
this Agreement shall terminate on the date specified for
termination in such notice, which date shall not be earlier than
[number of days] Days from the date of such notice, subject to the
approval of the ERC.

7.5.2 Termination in Certain Events of Force Majeure. If an event of

Force Majeure occurs under the circumstances and having the
consequences described in Section 6, then this Agreement may be
terminated, subject to prior notification to and approval by the
ERC, by notice of either Party delivered to the other Party within
[number of days] Days after the end of such [number of days]-day
period. If any Force Majeure is expected by the Claiming Party to
exceed [number of days] Days then the Claiming Party may give
notice to the other Party at any time of the Claiming Party’s desire
to terminate this Agreement. The Non-Claiming Party shall notify
12 of 24
 the Claiming Party, within [number of days] Days of the receipt of
such notice, of either: (1) its acceptance of the notice, in which
case this Agreement shall terminate effective on the date of such
responsive notice, subject to the prior notification and approval
of the ERC, pursuant to its rules and regulations; or (2) its
disagreement with the Claiming Party’s expectation of the
duration of such Force Majeure event, in which case the dispute
shall be resolved pursuant to Section 8.

8. DISPUTE RESOLUTION

If any dispute or disagreement (“Dispute”) shall arise between the Parties in

connection with this Agreement, either Party may request in writing that the
respective chief executive officers of Seller and Buyer meet within [number of
days] Days and attempt to resolve the Dispute. The Parties shall exert every
effort to first resolve the Dispute amicably by mutual consultation.

Should parties fail to reach an amicable settlement after mutual consultation,

any Dispute arising from this Agreement shall then be settled through
arbitration, at a venue within the Philippines, with the rules of Republic Act No.
876 and Republic Act No. 9285 deemed incorporated by reference in this
clause.

In the event such officers are unable to resolve such Dispute through the above
arbitration clause, the ERC has the jurisdiction to hear and decide the Dispute
between parties arising from this Agreement, in the exercise of its powers and
functions under the EPIRA.

9. ASSIGNMENT OF RIGHTS

The Seller may only assign or transfer its rights or obligations to its Affiliates or
its consortium’s special purpose vehicle under, pursuant to or associated with
(a) this Agreement, (b) the Facility, (c) the movable property and intellectual
property of the Seller, or (d) the revenues or any of the rights or assets of the
Seller, in each of subsections (a) through (c) without the prior written consent
of the Buyer, provided, however, that any such assignee of Seller shall have the
ability to perform all of Seller’s obligations and duties under this Agreement.
Such transfer of rights and obligations under this provision shall require prior
notification and approval of the ERC. Nonetheless, both assignor and assignee
are solidarily liable under this Agreement.

10. NOTICES

10.1 Address for Notices

Any notice, communication, request or correspondence (each a “notice”)

required or permitted under the terms and conditions of this Agreement shall
be in writing, in the English or Filipino language (it being understood that any
13 of 24
 such communication or paper in a language other than the same shall be of no
force or effect), and shall be (a) delivered personally, or (b) transmitted by
electronic mail and either (i) recipient acknowledges receipt to sender or (ii)
sender delivers to recipient a transmission confirmation; to the following
addresses:

If to Buyer:

Address:

E-mail Add.:
Attention:

If to the Seller:

Address:

E-mail Add.:
Attention:

or such other address and/or telephone number as either Party may previously
have notified to the other Party in accordance with this Section.

“Recipient” shall mean the president, managing partner, general manager,

corporate secretary, treasurer, or in-house counsel, or signatory to this
Agreement of the Party, or in their absence or unavailability, on their
secretaries.

10.2 Effectiveness of Service

Notices shall be effective: (a) in the case of personal delivery, when received by
the recipient; or (b) in the case of transmission by electronic mail, if receipt of
the transmission occurs before [time] recipient’s time and recipient receives a
transmission confirmation or otherwise acknowledges transmission, upon
receipt of transmission, or if receipt of the electronic mail occurs after [time]
recipient’s time and recipient receives a transmission confirmation or
otherwise acknowledges transmission, the next succeeding Business Day.

11. MISCELLANEOUS PROVISIONS

11.1 Variations in Writing

All additions, amendments or variations to this Agreement shall be binding

only if in writing and signed by duly authorized representatives of both Parties,
and with prior approval of the ERC.

14 of 24
11.2 Entire Agreement

This Agreement and all Schedules thereto together represent the entire
understanding between the Parties in relation to the subject matter thereof and
supersede any or all previous agreements or arrangements between the Parties
in respect of the Facility (whether oral or written).

11.3 Severability

In the event that any one or more of the provisions of this Agreement shall be
invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or of the same
provisions in any other jurisdiction shall not in any way be affected or impaired
thereby.

11.4 Waivers

11.4.1 No waiver by either Party of any default by the other in the

performance of any of the provisions of this Agreement shall (a)
operate or be construed as a waiver of any other or further default
whether of a like or different character, and (b) be effective unless
in writing duly executed by an authorized representative of such
Party.

11.4.2 The failure by either Party to insist on any occasion upon the
performance of the terms, conditions or provisions of this
Agreement or time or other indulgence granted by one Party to
the other shall not thereby act as a waiver of such breach or
acceptance of any variation.

11.4.3 The Parties shall not, through mutual agreement, or consent or

acquiescence of the other, waive any rights or obligations under
this contract that may prejudice the rights of consumers.

11.5 Successors and Assigns

This Agreement shall inure to the benefit of, and be binding upon, the Parties
hereto and their respective successors and permitted assigns, subject to the
provision in Section 9.

11.6 No Liability for Review

No review or approval by Buyer of any agreement, document, instrument,

drawing, specifications or design proposed by the Seller shall relieve the Seller
from any liability that it would otherwise have had for its negligence in the
preparation of such agreement, document, instrument, drawing, specifications
or design or from failure to comply with the applicable laws of the Republic of
the Philippines with respect thereto, nor shall Buyer be liable to Seller or any
15 of 24
other person by reason of its review or approval of an agreement, document,
instrument, drawing, specification, or design.

11.7 Consequential Damages

Neither Party shall be liable to the other Party in contract, tort, warranty, strict
liability or any other legal theory for indirect, consequential, punitive or
exemplary damages resulting from the performance of obligations or the exercise
of rights under or pursuant to this Agreement.

11.8 Affirmation

The Seller and Buyer declare and affirm that neither Party has paid nor has it
undertaken to pay and that it shall in the future not pay any bribe, pay-offs, kick-
backs or unlawful commission and that it has not in any other way or manner paid
any sums, whether in Local Currency or Foreign Currency and whether in the
Philippines or abroad, or in any other manner given or offered to give any gifts
and presents in the Philippines or abroad to any person or Seller to procure this
Agreement, and the Seller and Buyer undertake not to engage in any of the said
or similar acts during the term of and relative to this Agreement.

11.9 Governing Law

This Agreement and the rights and obligations of the Parties under or pursuant
to this Agreement shall be governed by and construed according to applicable
laws, rules and regulations of the Philippines.

11.10 Relationship of the Parties

This Agreement shall not make either of the Parties partners or joint venturers
one with the other, nor make either the agent of the other. Neither Party shall
have any right, power or authority to enter into any agreement or undertaking
for, or act on behalf of, or to act as or be an agent or representative of, or
otherwise bind, the other Party.

11.11 Survival

Cancellation, expiration or earlier termination of this Agreement shall not relieve

the Parties of obligations that by their nature should survive such cancellation,
expiration or termination, including the rights and obligations, warranties,
remedies, promises of indemnity and confidentiality set forth in previous
sections.

16 of 24
 11.12 Language

The language for the purpose of administering this Agreement, including any
expert proceeding or arbitration hereunder, shall be English or Filipino.

11.13 Good Faith

In carrying out its obligations and duties under this Agreement, each Party shall
have an obligation of good faith.

I N W I T N E S S whereof the Parties have entered into this Agreement the

date first above written.

[NAME OF BUYER]
By: ___________________________
Name: ___________________________
Title: ___________________________
WITNESSED BY:
By: ___________________________
Name: ___________________________

[NAME OF SELLER]
By: ___________________________
Name: ___________________________
Title: ___________________________

WITNESSED BY:
By: __________________________
Name: __________________________

17 of 24
 SECRETARY’s CERTIFICATE

I, ____________, Filipino, of legal age and with office address at

_____________, after having duly sworn in accordance with law, hereby depose
and state that:

1. I am the Corporate Secretary of _________________, a __________ duly

organized and existing under and by virtue of the laws of the Philippines with
principal office address at _______________.

2. At the special meeting of the Board of Directors held on ____________,

during which meeting a quorum was present and acting throughout, the
following resolution was unanimously passed and approved:

RESOLVED, that the Board of Directors of _____________ authorize, as it

hereby authorizes ____________ to sign the Agreement with
___________, on behalf of the [Corporation].

3. This board resolution has not been revoked, amended or modified, and remains
valid and binding on the [Corporation] as of the date hereof.

4. The foregoing statements are in accordance with the records of the

[Corporation].

IN WITNESS WHEREOF, I have hereunto set my hand this _______ at ____,

Philippines.

________________
Corporate Secretary

SUBSCRIBED AND SWORN to before me this __________ in _____. Affiant, who

is personally known to me, exhibited to me his/her identification
____________________ issued in _______ on ____________.

18 of 24
 SCHEDULE 1

DEFINITIONS

Whenever the following terms appear in this Agreement or the Schedules hereto,
whether in the singular or in the plural, present, future or past tense, they shall have
the meanings stated below unless the content otherwise requires:

“Affiliate” - means any person which, alone or together with any other person,
directly or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with another person. As used herein, “control” shall mean
the power to direct or cause the direction of the management policies of a person by
contract, agency or otherwise.

“Agreement” - This Power Supply Agreement, including all Schedules thereto, as

amended or supplemented from time to time.

“Allowed Outage” - The allowed number of hours for every contract year that a Unit
and/or Component of a power plant is not available to perform its intended function
due to some event directly associated with that Unit and/or Component based on the
Rules and Regulations of ERC.

“Billing Period” - the period of one (1) month commencing at 0001H of the twenty-
sixth (26th) day of each calendar month to 2400H of the twenty-fifth (25th) day of the
calendar month.

“Business Day” - A Day on which business by and between banks may be carried on
in [Location] in the Philippines.

“Buyer Grid System” - The Interconnection Facilities and any other transmission
or distribution facilities on Buyer's side of the Interconnection Point(s) through which
the Contract Capacity/Contract Energy of the Facility will be distributed by Buyer to
users of electricity.

“Contract Capacity” - The capacity, expressed in kW allocated to the Buyer during

the Billing Period.

“Contract Energy” - The energy, expressed in kWh allocated to the Buyer during
the Billing Period.

“Contract Term” - shall have the meaning ascribed to it in Section 3.1.

“Day” - The 24-hour period beginning and ending at 12:00 midnight in [Philippine
Time]. For clarity, “Day” means calendar day, or any day including Saturday, Sunday,
and any day which is a legal holiday in the Philippines.

“Delivery Date” - shall have the meaning ascribed to it in Section 3.3.

19 of 24
“Delivery Point” - The Trading Node or NGCP/Metering Service providers’
metering point/s of the Seller.

“Dispute” - shall have the meaning ascribed thereto in Section 8.

“Effective Date” - means the date following the completion of the conditions referred
to in Section 3.2.

“EPIRA” - The Republic Act No. 9136 of the Electric Power Industry Reform Act of
2001.

“ERC” - The Energy Regulatory Commission of the Philippines, the independent and
quasi-judicial regulatory agency created under Section 38 of the EPIRA.

“Facility” - [Provide brief description of generating facility, including fuel source,

capacity and location, if applicable]

“Force Majeure” - An event or occurrence specified in Section 6.

“Foreign Currency” or – The lawful currency of [________].“Fuel” – [Describe

type of fuel used by the Facility, if applicable].

“Grid” - The high voltage backbone system of interconnected transmission lines,

substations, and related facilities for the purpose of conveyance of bulk power.

“Interconnection Facilities” - All the facilities on the high side of the step-up
transformer described in Schedule 3 to be constructed by or for Buyer to enable it to
receive and deliver capacity and energy in accordance with this Agreement plus the
Metering System.

“Interconnection Point” - The physical point(s) where the Facility and the Buyer
Grid System are connected as specified in Schedule 3.

“kW” - Kilowatts.

“kWh” - Kilowatt-hours.

“Law” - Any law, act, ordinance, code, decree, order, rule, policy, resolution or
regulation of any governmental authority or agency (national, provincial, municipal,
local) that is at any time applicable to the parties, contract, project, site or any part
thereof.

“Liquidated Damages” - The meaning ascribed thereto in Section 5.4.

“Local Currency” - The lawful currency of the Philippines.

“Metering System” - All meters and metering devices owned by Buyer and used to
measure the delivery and receipt of Energy/Capacity.

20 of 24
“Minimum Functional Specifications” - The minimum functional specifications
(including the technical limits of the Facility) for the construction and operation of the
Facility as set forth in Schedule 3 hereof.

“Month” - A calendar month according to the Gregorian calendar beginning at 12:00

midnight on the last day of the preceding month and ending at 12:00 midnight on the
last day of that month.

“MW” - Megawatts.

“NGCP” - National Grid Corporation of the Philippines, the corporation awarded the
concession to operate the transmission facilities of the National Transmission
Corporation pursuant to the EPIRA and Republic Act No. 9511.

“Notice of Default” - The meaning ascribed thereto in Section 7.1.

“Parties” - Both Buyer and the Seller.

“Party” - Either Buyer or the Seller.

“Outage Allowance” - refers to the allowable outage per plant type as determined by
the ERC.

“Replacement Power” - The energy from an alternative source responsible to be

delivered by the Seller to Buyer at a price lower than the price set forth in the
Agreement.

“RCOA” - The Retail Competition and Open Access.

“Scheduled Outage” - A planned partial or complete interruption of the Facility's

generating capability that (a) is not an Unscheduled Outage; (b) has been scheduled
and allowed by Buyer in accordance with Section 4.4; and (c) is for inspection, testing,
preventive maintenance, corrective maintenance or improvement.

“Unscheduled Outage” - An interruption or reduction of a Unit's or the Facility's

generating capability that is not a Scheduled Outage.

“Week” - Each period of seven (7) consecutive Days beginning at 12:00 midnight
Philippine Standard Time falling between a Saturday and a Sunday.

“WESM” – Wholesale Electricity Spot Market.

“Year” - Each twelve (12) Month period commencing on 12:00 midnight on

December 31 and ending on 12:00 midnight the following December 31 during the
term of this Agreement.

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 SCHEDULE 2

CONTRACT CAPACITY AND/OR CONTRACT ENERGY

Minimum
Billing Contract Contract
Hours Contract Energy
Month Capacity (kW) Energy (kWh)
(kWh), if any
January

February

March

April

May

June

July

August

September

October

November

December

22 of 24
 SCHEDULE 3

MINIMUM FUNCTIONAL SPECIFICATIONS

Technical Limits of the Facility

[Name of [Name of
Particulars
Plant/Facility] Plant/Facility]
Location
Type of Technology
Mode of Operation
(baseload, intermediate, peaking, etc.)
Commissioning Date
Date of Completion
Economic Life, years
Installed Capacity, MW
Dependable Capacity, MW
Auxiliary Load, MW
Scheduled Outage, days
Unscheduled Outage, days
Voltage Limits (kV)

Delivery Point/s

Location Delivery Voltage

Interconnection Facilities
Illustration of the Site Location

Illustration of the Site Layout Area

Detailed Single Line Diagram

23 of 24
 SCHEDULE 4

MONTHLY PAYMENT, INDEXATION AND ADJUSTMENT

The Buyer shall pay the Seller for the Energy/Capacity at the following Fees and as
adjusted on a monthly basis pursuant to the following formula:

TGC = CRF+ FOM + VOM + FFAdj

Where:

TGC = Total Generation Charge in PhP for the Billing Period

CRF = Capital Recovery Fee as defined in the Bid Documents at ______

FOM = Fixed Operation and Maintenance Fee as defined in the Bid Documents
at _______

VOM = Variable Operation and Maintenance Fee as defined in the Bid

Documents at _______

FFAdj = Current Fuel Fee (if applicable) for the Billing Period calculated as
follows:

FFAdj = FFbase * (FOcurrent / FObase)

Where:

FFbase = Base Fuel Fee as defined in the Bid Documents set at ____

FOcurrent = Current cost of fuel at ____/(unit

FObase = Base cost of fuel set at ____/(unit)

24 of 24
 APPENDIX “D-1”

CHECKLIST OF REQUIREMENTS FOR

POWER SUPPLY AGREEMENT (PSA) CASES WITH
COMPETITIVE SELECTION PROCESS (CSP)
(FINANCIAL PSA)

PART I. TECHNICAL REQUIREMENTS

A. Salient Features
☐ Up to 6 months
Term of the ☐More than 6 months to 1 year
Contract ☐ Less than 10 years
☐ 10 years
☐ Fixed
Tariff Structure ☐ Tiered


☐ Others (Please specify: __________________)

Date of Commencement of Supply

Contracted Capacity/Energy (MW/kWh)

B. Governmental Documentary Requirements

1. For Distribution Utility (DU)

Name of Document
1. If Private Corporation/s: Certified True Copy of the (a) Articles of Incorporation
(AOI), (b) Bylaws, and (c) latest General Information Sheet (GIS).

If Electric Cooperative/s: Certified True Copy of the (a) proof of Business

Registration or a certified true copy of (b) Board Resolution or Secretary’s
Certificate that will indicate the list of the Board of Directors and Board
Members.
2. Verified Certification showing list of Board of Directors and Board Members of
the ultimate parent company, its subsidiaries, and all its affiliates.

2. For Generation Company (Genco)

Name of Document
1. If Private Corporation/s: Certified True Copy of the (a) Articles of Incorporation
(AOI), (b) Bylaws, and (c) latest General Information Sheet (GIS)

If Electric Cooperative/s: Certified True Copy of the (a) proof of Business

Registration or a certified true copy of (b) Board Resolution or Secretary’s
Certificate that will indicate the list of the Board of Directors and Board Members.

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 1 of 9

with Competitive Selection Process (CSP)
 Name of Document
2. Verified Certification showing list of Board of Directors and Board Members of
the ultimate parent company, its subsidiaries, and all its affiliates.
3. Certificate of Registration of the Articles of Incorporation (or Partnership,
whichever is applicable) issued by the SEC
4. Shareholders’ Agreement (if any).

(a) Supply and Demand Scenario

Name of Document
1. The application must include an alternative Demand Side Management (DSM)
program that could be implemented by the DU. The DU shall submit the projected
costs and benefits of the DSM program.
2. Certification by National Power Corporation (NPC) whether Transition Supply
Contract (TSC) capacity and energy are expected to be available during the
contractual period. Include relevant supporting documentation, data, and
analysis supporting each statement.
3. DU’s Supply and Demand Scenario, Details of Existing Suppliers, Contract
Utilization, Average Daily Load Curve, in accordance with Commission’s
templates under Annex “1” and “2” of the Prefiling Checklist Requirement.
4. Performance Assessment of the System:
a. SAIDI and SAIFI.
b. Historical [for the past five (5) years]
c. Current Year (January 202__ to present).
5. An estimation of the potential for a reduction in load supplied by the DU due to
retail competition, GEOP, etc.

(b) Power Supply Agreement (PSA) and other Agreements

Name of Document
1.
Duly signed PSA or Energy Conversion Agreement Contract.

Note: For application which includes the original and an amended/

supplemental/ addendum contract, the implementation for which is subject to
prior approval of the Commission, provide a matrix to show the comparison of
the amendments/ changes made, if any.

(c) Generation / Power Rate

Name of Document
1. Executive Summary of the PSA
2. Generation Rate and Derivation:
a. Financial model containing the derivation of rates (excel file of the
financial model required).
b. Sample Computation of Power Rates with the supporting documents on
the assumptions taken.

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 2 of 9

with Competitive Selection Process (CSP)
 PART II. LEGAL REQUIREMENTS

REQUIREMENT DETAILS REMARKS

1. Electronic Certificate of Email
Pre-Filing Registration (CER) No.
(If Not Yet Available) Reference No. of the CER Application:
With Verified Declaration? Date Of Execution:
(Y/N)
Pre-Filing Date
Date of PSA Execution
If pre-filing is beyond 30
Include in the Remarks portion that the application is subject to
days but less than 90 days penalty. (Pursuant to Section 24 of the CSP Guidelines)
from execution of PSA
If pre-filing is beyond 90 Pre-filing cannot proceed, and the application will not be
days from execution of PSA accepted. (Pursuant to Section 24 of the CSP Guidelines)
2. Application Date of Application
Signed by Counsel Y/N?
No. of Hard Copies (3)
Not applicable for Electronic Pre-
Filing
No. of Soft Copies (3)
Not applicable for Electronic Pre-
Filing
3. Verification DU Genco
(Verif) Date Notarized
Type of
Government ID:
Details of Identification
ID No.
Cards (ID) Presented
Date of Issuance:
Date of Expiry:
4. Certification Date Notarized
Against Type of
Forum Government ID:
Shopping ID No.
(CAFS) Date of Issuance:
Details of Identification
Cards (ID) Presented
Date of Expiry:

5. Authority of BR No.:
Counsel to Date of BR:
File the Name of
Subject Board Resolution (BR); or Authorized
Application Counsel as
indicated in the
BR:
Date Issued:
Name of
Authorized
Counsel as
Secretary Certificate (Sec.
indicated in the
Cert)
Sec. Cert:

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 3 of 9

with Competitive Selection Process (CSP)
 REQUIREMENT DETAILS REMARKS
6. Authority of BR No.:
Affiant to Date of BR:
execute Name of
Verification Authorized
BR (Y/N); or
or CAFS for Person to execute
the Subject the Verif/CAFS
Application as indicated in
the BR:
Date Issued:
Name of
Authorized
Sec. Cert (Y/N) Person to execute
the Verif/CAFS
as indicated in
the Sec. Cert:
7. Service to 1. Certifications from the Governor, City or Municipal Mayor and
Local Sangguniang Panlalawigan, Panlungsod or Bayan
Government
LGU of:
Units (LGUs)
of the LGU of:
Province, LGU of:
City or
Municipality LGU of:
where Please provide additional information in the Other Remarks, if necessary.
Applicant 2. In the Absence of Certification/s
Principally LGU of:
Operates
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgement
LGU of:
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgement
LGU of:
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgment
LGU of:
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgment
Please provide additional information in the Other Remarks, if necessary.
3. If Not Received, Reason and/or Proof of Refusal
LGU of: Reason/Proof:
LGU of: Reason/Proof:
LGU of: Reason/Proof:
Please provide additional information in the Other Remarks, if necessary.
Affidavit of Publication Date of the Affidavit:

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 4 of 9

with Competitive Selection Process (CSP)
 REQUIREMENT DETAILS REMARKS
8. Publication Name of the Publication:
Newspaper
in a Dates of the Publication:
Newspaper of Newspaper Issue
General Volume:
Containing the Publication
Circulation a. Application Page where the Application can be found:
within b. Verification Verification is included in the Publication: Y/N?
Applicant's
Franchise c. CAFS CAFS is included in the Publication: Y/N?
Area
9. Competitive PROOF OF CONDUCT OF CSP
Selection (Please specify the paragraph numbers where the CSP description are alleged in the
Process Application, including the annexes of documents pertaining to the CSP conducted)
Was the 1st CSP Successful? (Y/N):
If the 1st CSP failed, was the 2nd CSP Successful? (Y/N):
If two (2) CSPs failed, was Direct Negotiation undertaken
Brief Description of the (Y/N):
CSP Conducted
Relevant Allegations in the Application:

Proof of BAC Establishment by the DU:

BAC/Joint BAC Proof of Joint BAC establishment of aggregated DUs (if
applicable):
CSP Observers:
1. Consumer Representatives (from the Department
of Trade and Industry–accredited consumer
groups or Securities and Exchange Commission
registered consumer groups):

2. Community Representatives (i.e., local chamber of

commerce, homeowners associations, local
pastoral councils, academe, parent-teachers
CSP Observers associations, and/or for ECs, representatives from
Multi-Sector Electrification Advisory Council
(SMEAC) and/or Barangay-Member Consumer
Electrification Committee:

3. Interested Civil Society Organizations or

consumers:

4. For CSPs conducted by ECs, a representative from

NEA:
BIDDING DOCUMENTS/PROCESS
A. Contents of the ITB:
1. Terms of Reference (TOR)
2. Procurement activity schedule
3. Place, time, website where Bidding Documents may
be secured or downloaded, and price of Bidding
Documents (when required)
Invitation to Bid (ITB)
4. Name, address, telephone number, facsimile
number, e-mail, and website addresses of procuring
DU, and its designated contact person
5. Deadline for submission of bids
6. Other necessary information deemed relevant by the
DU
Certificate of Conformity DOE or NEA (in the case of ECs) Certificate of Conformity
from the DOE/NEA (in the of the ITB in accordance with the latest and duly accepted
case of ECs) Distribution Development Plan (DDP) and posted Power

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 5 of 9

with Competitive Selection Process (CSP)
REQUIREMENT DETAILS REMARKS
Supply Procurement Plan (PSPP), prior to publication of
the ITB.

Publication at least once (1x) every week for two (2)

consecutive weeks in at least one (1) newspaper of general
circulation (for weekly publications, publication must be
seven (7) calendar days apart).
Publication of the ITB
Name of the Newspaper:
Dates of the Publication
1st Publication Date:
2nd Publication Date:
Posting of the ITB on DU’s website, if any, and in the DOE
Posting of the ITB
CSP e-based Portal, and in case of ECs: NEA website
Bidding procedure is clear, comprehensive and fair to all
Instruction to Bidders
bidders
A. Required/Contracted Capacity and/or Energy
Volumes
B. Demand Requirement (baseload, intermediate, or
peaking)
C. Contract Term:
Terms of Reference (TOR)
D. Bid Price (in PhP/kwh), inclusive of fuel cost
E. Form of Payment
F. Penalties
G. Date of commencement of supply
H. Other key parameters that the DU may include in the
TOR (i.e., replacement power, provisions for Prompt
Payment Discount, if any)
At least thirty (30) calendar days before the deadline for
submission of bids to clarify any provision, requirement,
Pre-bid Conference
and/or terms and conditions of the bidding documents.
Summary of Pre-Bid Conference proceedings
Supplemental Bid Bulletins, if any.
A. Executive Summary
B. Organizational Structure
C. Legal documents
1. Registration certificate (with SEC/DTI/CDA)
2. Latest general information sheet (GIS)
3. Power of attorney and other documents
Eligibility Requirements
4. Sworn attestation against corruption
5. Sworn attestation of no conflict of interest
6. Bidder joint venture/consortium agreement (if
applicable)
D. Technical capability information
E. Financial information
Form of Acceptance of the Bidding Procedures
Form and amount of the Bid Security
Form and amount of Performance Security and Warranty
Certification or undertaking that the bidder or the duly
authorized representative shall:
1. Attest to the responsibilities of the Bidder; and
Submission of Bids
2. Authorize the BAC or its duly authorized
representative to verify any information indicated
in the documents submitted as part of the Bidder’s
eligibility requirements.
Technical Bid Forms
Financial Bid Forms

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with Competitive Selection Process (CSP)
REQUIREMENT DETAILS REMARKS
Draft Contract
A. Stage 1 – Bidder’s Eligibility
Evaluation of Bids B. Stage 2 – Technical and Operational Capability
C. Stage 3 – Financial Proposal Evaluation
A. Resolution of the BAC or Joint BAC recommending the
award
B. Abstract of Bids
Award of Contract C. Bid Evaluation Report
D. Proposals/Offers Received
E. Other pertinent documents
F. Notice of Award
Execution and Signing of the PSA
Execution of Contract Posting of the Performance Bond
Notice to Proceed
Affidavit of the BAC or Joint BAC on the conduct of the CSP
Protest Mechanism
Protests and Dispute
Resolution:

Annex _____ of the

Application

(Please specify the

Annex/es where this/these
document/s can be found)

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 7 of 9

with Competitive Selection Process (CSP)
 ANNEX “1”
SAMPLE SUPPLY – DEMAND SCENARIO

Supply-Demand Scenario (Yearly)

Table 1: Historical and Forecasted Supply-Demand Scenario from the
years 2013 to 2030
Current
ERC Historical Year Forecasted Year
Year
Case No.
2013 … 2022 2023 2024 … 2030
Peak Demand
(MW)
Suppliers:
Supplier 1
Supplier 2
Supplier 3
Supplier 4
Total Supply (MW)
(Deficit)/Surplus

Table 2: DU’s Existing Supplier/s

Name of Mode of Term of Contract
Supplier with ERC Operation Contracted
Plant Date of Date of Date of PA
Existing Case (Baseload, Capacity/ Approved
Technology Effectivity Expiration Order/
Contract with No. Intermediate, Energy Rates
mm/dd/yy mm/dd/yy Decision
the DU Peaking)

Table 3: Power Supply Contract Utilization from January

2018 to present
FOR THE MONTH OF ______ 20__:

➢ SUPPLIER 1 (and so on)

Minimum
Minimum
Capacity, Energy, Energy or
Capacity,
MW kWh MEOT, kWh
MW (if any)
(if any)
As Contracted
As Utilized
(Actual)

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with Competitive Selection Process (CSP)
 ANNEX “2”
SAMPLE AVERAGE DAILY LOAD CURVE
1.

2.

3.

4.

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with Competitive Selection Process (CSP)
 APPENDIX “D-2”

CHECKLIST OF REQUIREMENTS FOR

POWER SUPPLY AGREEMENT (PSA) CASES WITH
COMPETITIVE SELECTION PROCESS (CSP)
(PHYSICAL PSA)

PART I. TECHNICAL REQUIREMENTS

A. Salient Features

☐ IPP Administrator ☐ Wholesale Aggregator

Classification of
Supplier ☐ IPP m
☐ Others (Please specify: __________________)

☐ Coal ☐ Renewable
Technology ☐ Bunker/Diesel ☐ Hybrid
☐ Others (Please specify: __________________)

☐ Up to 6 months
Term of the ☐More than 6 months to 1 year
Contract ☐ Less than 10 years
☐ Up to 10 years and above
☐ Fixed
Tariff Structure ☐ Tiered


☐ Others (Please specify: __________________)

Date of Commencement of Supply

Installed Capacity

Net Dependable Capacity

Contracted Capacity/Energy (MW/kWh)

B. Governmental Documentary Requirements

1. For Distribution Utility (DU)

Name of Document
1. If Private Corporation/s: Certified True Copy of the (a) Articles of Incorporation
(AOI), (b) Bylaws, and (c) latest General Information Sheet (GIS).

If Electric Cooperative/s: Certified True Copy of the (a) proof of Business

Registration or a certified true copy of (b) Board Resolution or Secretary’s
Certificate that will indicate the list of the Board of Directors and Board
Members.

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with Competitive Selection Process (CSP)
 Name of Document
2. Verified Certification showing list of Board of Directors and Board Members of
the ultimate parent company, its subsidiaries, and all its affiliates.

2. For Generation Company (Genco)

Name of Document
1. If Private Corporation/s: Certified True Copy of the (a) Articles of Incorporation
(AOI), (b) Bylaws, and (c) latest General Information Sheet (GIS)

If Electric Cooperative/s: Certified True Copy of the (a) proof of Business

Registration or a certified true copy of (b) Board Resolution or Secretary’s
Certificate that will indicate the list of the Board of Directors and Board Members.
2. Verified Certification showing list of Board of Directors and Board Members of
the ultimate parent company, its subsidiaries, and all its affiliates.
3. Certificate of Registration of the Articles of Incorporation (or Partnership,
whichever is applicable) issued by the SEC
4. Shareholders’ Agreement (if any).
5. Certificate of Registration with attached Terms and Conditions issued by the DTI
– Board of Investments (BOI) (if applicable).

Note: For Genco utilizing Renewable Energy technology, applying for the BOI
Certification is required.
6. Environmental Compliance Certificate (ECC) issued by the Department of
Environment and Natural Resources (DENR).
7. Certificate of Compliance (COC) or Provisional Authority to Operate (PAO) or any
Certification coming from the ERC of the ongoing COC/PAO application or
renewal, pursuant to the Guidelines for the issuance of COC for Generation
Companies/Facilities including Annexes.
8. Certificate of Endorsement (COE) from the Department of Energy (DOE)
regarding Philippine Development Plan (PDP).
9. For Genco utilizing or will utilize Renewable Energy technology: Renewable
Energy Service and Operating Contract from the DOE
10. For Renewable Energy projects: Certificate of Confirmation of Commerciality
issued by the DOE to the developer.
11. Certificate of Confirmation of Commerciality issued by the DOE to the developer
12. Water Permit from the National Water Resources Board (NWRB).

Note: Applicable for Genco utilizing hydro technology.

Note: In the absence of any of the above documents, the Applicants must submit a
notarized Affidavit (a) explaining why the document is not yet available, (b) justifying
why the Application may still be filed notwithstanding its unavailability (i.e., plant is
not yet built; plant is still in testing and commission stage; etc.) and (c) indicating
timing for submission to the ERC.

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with Competitive Selection Process (CSP)
 (a) Supply and Demand Scenario

Name of Document
1. The application must include an alternative Demand Side Management (DSM)
program that could be implemented by the DU. The DU shall submit the projected
costs and benefits of the DSM program.
2. Certification by National Power Corporation (NPC) whether Transition Supply
Contract (TSC) capacity and energy are expected to be available during the
contractual period. Include relevant supporting documentation, data, and
analysis supporting each statement.
3. DU’s Supply and Demand Scenario, Details of Existing Suppliers, Contract
Utilization, Average Daily Load Curve, in accordance with Commission’s
templates under Annex “1” and “2” of the Prefiling Checklist Requirement.
4. Single-line Diagram Connection (including parameters).
5. Performance Assessment of the System:
a. SAIDI and SAIFI.
b. Historical [for the past five (5) years]
c. Current Year (January 202__ to present).
6. An estimation of the potential for a reduction in load supplied by the DU due to
retail competition, GEOP, etc.

(b) Power Supply Agreement (PSA) and other Agreements

Name of Document
1. Duly signed PSA or Energy Conversion Agreement Contract.

Note: For application which includes the original and an amended/

supplemental/ addendum contract, the implementation for which is subject to
prior approval of the Commission, provide a matrix to show the comparison of
the amendments/ changes made, if any.
2. Details of any transmission projects or grid connection projects necessary to
accommodate the proposed generation capacity; Identification of the parties that
will develop and/or own such facilities; any cost related to such project; and
specification of the parties responsible for the recovery of any costs related to such
projects.

If applicable, submit a copy of the Transmission Service Agreement, or

application for dedicated Point to Point Limited Transmission Facility to ERC,
e.g., ERC Case No. of Point to Point, Decision of Commission of the point-to-point
application.
3. Copy of any Related Agreements such as:
a. Transmission Wheeling Contract;
b. IPPA Agreement;
c. EPC Contract;
d. O&M Contract;
e. Project Feasibility Study;
f. Wholesale Aggregator Agreement.

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with Competitive Selection Process (CSP)
 (c) Generation / Power Rate

Name of Document
1. Executive Summary of the PSA
2. Sources of Funds/ Financial Plans:
a. Debt-Equity Ratio
b. Project Cost
c. Computation of Return on Investment/WACC
d. Certification from the Bank or Lending Institution specifying the principal
amortization, term, and interest during the cooperation period of the loan
agreement
e. Life of Asset versus Term of Loan (Computation Levelized Cost)
f. Bank Certification of Long-Term Loans, including Schedule of Original
Loan (principal amount, interest payable, term of the loan) and updated
balances (principal Amount, interest payable, and term of the loan)
3. Generation Rate and Derivation:
a. Financial model containing the derivation of rates (excel file of the
financial model required).
b. Project Cost Breakdown of the base prices; Capital Recovery Fee, Fixed and
Variable O&M, and Fuel Fee.
c. Breakdown of Project Cost and O&M Cost including the description and
justification/supporting of each component.
d. Sample Computation of Power Rates with the supporting documents on
the assumptions taken.
e. Basis/rationale of indexation including the sources, reference date, and
weight of indexation.
f. Basis of proposed escalation, if applicable.
g. Basis/rationale/derivation of Other Charges such as replacement, start-
up, pre-commercial.
h. Equivalent PhP/kWh with assumptions for foreign-denominated rates.
4. Cash Flow specifying the following:
a. Initial costs
b. Breakdown of O&M expenses.
5. If the cost is different from previously filed PSA, Applicant/s should include all
updated costs:
a. BIR Receipts
b. Seller’s Receipt
c. Purchase Orders with Annotations of Acceptance or Transfers of
Materials/Services
d. Deeds of Sale and other forms of Conveyance of Ownership (Build Operate
Transfer)
e. Costs that will justify / explain the reasons for the different cost in the PSA
versus other PSAs submitted to the Commission
6. For conventional power plants utilizing fuel: All details on the procurement
process of fuel including requests, proposals received, tender offers, etc.-
Fuel/Coal/Steam Sale Agreement.
7. Sworn Statement by the competent Genco officer detailing how the fuel was
competitively procured, contract terms, unbundled price components (e.g.,
product cost, transshipment, delivery container, etc.).

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with Competitive Selection Process (CSP)
 Name of Document
8. All relevant technical and economic characteristics of the generation capacity;
Installed Capacity, Mode of Operation, Dependable Capacity; Auxiliary load;
Scheduled and Unscheduled Outages; Basis/Justification of day used.
9. Other documents:
a. Certified True Copy of the Latest and Complete Set of Audited Financial
Statements of the Generation Company (Balance Sheet, Income
Statement, and Statement of Cash Flows).
b. For conventional power plants utilizing fuel: Certification (from the engine
manufacturer or IPP) of the net heat rate (initial and every after major
maintenance schedule) in liters per kWh.
c. Simulation of the number of operating units necessary to meet the MEOT
d. Certified True Copy of the Distribution Wheeling Service (DWS)
Agreement (for embedded generators), if applicable.
e. Certified True Copy of the Wholesale Electricity Spot Market (WESM)
Registration

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with Competitive Selection Process (CSP)
 PART II. LEGAL REQUIREMENTS

REQUIREMENT DETAILS REMARKS

1. Electronic Certificate of Email
Pre-Filing Registration (CER) No.
(If Not Yet Available) Reference No. of the CER Application:
With Verified Declaration? Date Of Execution:
(Y/N)
Pre-Filing Date
Date of PSA Execution
If pre-filing is beyond 30
Include in the Remarks portion that the application is subject to
days but less than 90 days penalty. (Pursuant to Section 24 of the CSP Guidelines)
from execution of PSA
If pre-filing is beyond 90 Pre-filing cannot proceed, and the application will not be
days from execution of PSA accepted. (Pursuant to Section 24 of the CSP Guidelines)
2. Application Date of Application
Signed by Counsel Y/N?
No. of Hard Copies (3)
Not applicable for Electronic Pre-
Filing
No. of Soft Copies (3)
Not applicable for Electronic Pre-
Filing
3. Verification DU Genco
(Verif) Date Notarized
Type of
Government ID:
Details of Identification
ID No.
Cards (ID) Presented
Date of Issuance:
Date of Expiry:
4. Certification Date Notarized
Against Type of
Forum Government ID:
Shopping ID No.
(CAFS) Date of Issuance:
Details of Identification
Cards (ID) Presented
Date of Expiry:

5. Authority of BR No.:
Counsel to Date of BR:
File the Name of
Subject Board Resolution (BR); or Authorized
Application Counsel as
indicated in the
BR:
Date Issued:
Name of
Authorized
Counsel as
Secretary Certificate (Sec.
indicated in the
Cert)
Sec. Cert:

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with Competitive Selection Process (CSP)
 REQUIREMENT DETAILS REMARKS
6. Authority of BR No.:
Affiant to Date of BR:
execute Name of
Verification Authorized
BR (Y/N); or
or CAFS for Person to execute
the Subject the Verif/CAFS
Application as indicated in
the BR:
Date Issued:
Name of
Authorized
Sec. Cert (Y/N) Person to execute
the Verif/CAFS
as indicated in
the Sec. Cert:
7. Service to 1. Certifications from the Governor, City or Municipal Mayor and
Local Sangguniang Panlalawigan, Panlungsod or Bayan
Government
LGU of:
Units (LGUs)
of the LGU of:
Province, LGU of:
City or
Municipality LGU of:
where Please provide additional information in the Other Remarks, if necessary.
Applicant 2. In the Absence of Certification/s
Principally LGU of:
Operates
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgement
LGU of:
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgement
LGU of:
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgment
LGU of:
Date of the
Affidavit of Service
Affidavit:
Application With
Date Received by
Stamp “Received”/
the LGU:
Acknowledgment
Please provide additional information in the Other Remarks, if necessary.
3. If Not Received, Reason and/or Proof of Refusal
LGU of: Reason/Proof:
LGU of: Reason/Proof:
LGU of: Reason/Proof:
Please provide additional information in the Other Remarks, if necessary.
Affidavit of Publication Date of the Affidavit:

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with Competitive Selection Process (CSP)
 REQUIREMENT DETAILS REMARKS
8. Publication Name of the Publication:
Newspaper
in a Dates of the Publication:
Newspaper of Newspaper Issue
General Volume:
Containing the Publication
Circulation a. Application Page where the Application can be found:
within b. Verification Verification is included in the Publication: Y/N?
Applicant's
Franchise c. CAFS CAFS is included in the Publication: Y/N?
Area
9. Competitive PROOF OF CONDUCT OF CSP
Selection (Please specify the paragraph numbers where the CSP description are alleged in the
Process Application, including the annexes of documents pertaining to the CSP conducted)
Was the 1st CSP Successful? (Y/N):
If the 1st CSP failed, was the 2nd CSP Successful? (Y/N):
If two (2) CSPs failed, was Direct Negotiation undertaken
Brief Description of the (Y/N):
CSP Conducted
Relevant Allegations in the Application:

Proof of BAC Establishment by the DU:

BAC/Joint BAC Proof of Joint BAC establishment of aggregated DUs (if
applicable):
CSP Observers:
1. Consumer Representatives (from the Department
of Trade and Industry–accredited consumer
groups or Securities and Exchange Commission
registered consumer groups):

2. Community Representatives (i.e., local chamber of

commerce, homeowners associations, local
pastoral councils, academe, parent-teachers
CSP Observers associations, and/or for ECs, representatives from
Multi-Sector Electrification Advisory Council
(SMEAC) and/or Barangay-Member Consumer
Electrification Committee:

3. Interested Civil Society Organizations or

consumers:

4. For CSPs conducted by ECs, a representative from

NEA:
BIDDING DOCUMENTS/PROCESS
A. Contents of the ITB:
1. Terms of Reference (TOR)
2. Procurement activity schedule
3. Place, time, website where Bidding Documents may
be secured or downloaded, and price of Bidding
Documents (when required)
Invitation to Bid (ITB)
4. Name, address, telephone number, facsimile
number, e-mail, and website addresses of procuring
DU, and its designated contact person
5. Deadline for submission of bids
6. Other necessary information deemed relevant by the
DU
Certificate of Conformity DOE or NEA (in the case of ECs) Certificate of Conformity
from the DOE/NEA (in the of the ITB in accordance with the latest and duly accepted
case of ECs) Distribution Development Plan (DDP) and posted Power

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with Competitive Selection Process (CSP)
REQUIREMENT DETAILS REMARKS
Supply Procurement Plan (PSPP), prior to publication of
the ITB.

Publication at least once (1x) every week for two (2)

consecutive weeks in at least one (1) newspaper of general
circulation (for weekly publications, publication must be
seven (7) calendar days apart).
Publication of the ITB
Name of the Newspaper:
Dates of the Publication
1st Publication Date:
2nd Publication Date:
Posting of the ITB on DU’s website, if any, and in the DOE
Posting of the ITB
CSP e-based Portal, and in case of ECs: NEA website
Bidding procedure is clear, comprehensive and fair to all
Instruction to Bidders
bidders
A. Required/Contracted Capacity and/or Energy
Volumes
B. Demand Requirement (baseload, intermediate, or
peaking)
C. Contract Term:
(not to exceed 15 years for Physical PSAs)
(not to exceed 20 years for Physical PSAs where the
Terms of Reference (TOR) nominated plants are renewable energy power plants)
D. Bid Price (in PhP/kwh), inclusive of fuel cost
E. Form of Payment
F. Penalties
G. Date of commencement of supply
H. Other key parameters that the DU may include in the
TOR (i.e., replacement power, provisions for Prompt
Payment Discount, if any)
At least thirty (30) calendar days before the deadline for
submission of bids to clarify any provision, requirement,
Pre-bid Conference
and/or terms and conditions of the bidding documents.
Summary of Pre-Bid Conference proceedings
Supplemental Bid Bulletins, if any.
A. Executive Summary
B. Organizational Structure
C. Legal documents
1. Registration certificate (with SEC/DTI/CDA)
2. Latest general information sheet (GIS)
3. Power of attorney and other documents
Eligibility Requirements
4. Sworn attestation against corruption
5. Sworn attestation of no conflict of interest
6. Bidder joint venture/consortium agreement (if
applicable)
D. Technical capability information
E. Financial information
Form of Acceptance of the Bidding Procedures
Form and amount of the Bid Security
Form and amount of Performance Security and Warranty
Certification or undertaking that the bidder or the duly
authorized representative shall:
Submission of Bids
1. Attest to the responsibilities of the Bidder; and
2. Authorize the BAC or its duly authorized
representative to verify any information indicated
in the documents submitted as part of the Bidder’s
eligibility requirements.

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with Competitive Selection Process (CSP)
REQUIREMENT DETAILS REMARKS
Technical Bid Forms
Financial Bid Forms
Draft Contract
A. Stage 1 – Bidder’s Eligibility
Evaluation of Bids B. Stage 2 – Technical and Operational Capability
C. Stage 3 – Financial Proposal Evaluation
A. Resolution of the BAC or Joint BAC recommending the
award
B. Abstract of Bids
Award of Contract C. Bid Evaluation Report
D. Proposals/Offers Received
E. Other pertinent documents
F. Notice of Award
Execution and Signing of the PSA
Execution of Contract Posting of the Performance Bond
Notice to Proceed
Affidavit of the BAC or Joint BAC on the conduct of the CSP
Protest Mechanism
Protests and Dispute
Resolution:

Annex _____ of the

Application

(Please specify the

Annex/es where this/these
document/s can be found)

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 10 of 12

with Competitive Selection Process (CSP)
 ANNEX “1”
SAMPLE SUPPLY – DEMAND SCENARIO

Supply-Demand Scenario (Yearly)

Table 1: Historical and Forecasted Supply-Demand Scenario from the
years 2013 to 2030
Current
ERC Historical Year Forecasted Year
Year
Case No.
2013 … 2022 2023 2024 … 2030
Peak Demand
(MW)
Suppliers:
Supplier 1
Supplier 2
Supplier 3
Supplier 4
Total Supply (MW)
(Deficit)/Surplus

Table 2: DU’s Existing Supplier/s

Name of Mode of Term of Contract
Supplier with ERC Operation Contracted
Plant Date of Date of Date of PA
Existing Case (Baseload, Capacity/ Approved
Technology Effectivity Expiration Order/
Contract with No. Intermediate, Energy Rates
mm/dd/yy mm/dd/yy Decision
the DU Peaking)

Table 3: Power Supply Contract Utilization from January 2018 to present

FOR THE MONTH OF ______ 20__:

➢ SUPPLIER 1 (and so on)

Minimum
Minimum
Capacity, Energy, Energy or
Capacity,
MW kWh MEOT, kWh
MW (if any)
(if any)
As Contracted
As Utilized
(Actual)

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with Competitive Selection Process (CSP)
 ANNEX “2”
SAMPLE AVERAGE DAILY LOAD CURVE
1.

2.

3.

4.

Checklist of Requirements for Power Supply Agreement (PSA) Cases Page 12 of 12

with Competitive Selection Process (CSP)
 APPENDIX “E”

CHECKLIST OF REQUIREMENTS FOR

PSA CASES EXEMPTED FROM CSP
(EXCLUDING EMERGENCY PSA)

PART I. TECHNICAL REQUIREMENTS

I. Salient Features
☐ IPP Administrator
☐ IPP
Classification of Supplier
☐ Wholesale Aggregator
☐ Others _______________

☐ Coal
☐ Bunker/Diesel
Technology ☐ Renewable
☐ Hybrid
☐ Others
☐ Up to 6 months
☐ More than 6 months to 1 year
Term of the Contract ☐ Less than 10 years
☐ 10 years and above


☐ PSA exercising Opt-in Mechanism
under GEAP
☐ Embedded Generation Plant not
exceeding 10 MW
Nature of CSP Exception PSA involving off-grid areas served
☐
by NPPs with less than 1MW demand
with 24-hour electricity service
☐ Others _______________
Start Date of Supply
End Date of Supply
Implemented Rates
Installed Capacity (if applicable)
Net Dependable Capacity (if applicable)
Contracted Capacity/Energy (MW/kWh)

II. Governmental Documentary Requirements

For Distribution Utility (DU)

Name of Document
1. If Private Corporation/s: Certified True Copy of the (a) Articles of Incorporation
(AOI), (b) Bylaws, and (c) latest General Information Sheet (GIS).

If Electric Cooperative/s: Certified True Copy of the (a) proof of Business

Registration or a certified true copy of (b) Board Resolution or Secretary’s
 Certificate that will indicate the list of the Board of Directors and Board
Members.
2. Verified Certification showing list of Board of Directors and Board Members of
the ultimate parent company, its subsidiaries, and all its affiliates.

For Generation Company (Genco)

Name of Document
1. If Private Corporation/s: Certified True Copy of the (a) Articles of Incorporation
(AOI), (b) Bylaws, and (c) latest General Information Sheet (GIS).

If Electric Cooperative/s: Certified True Copy of the (a) proof of Business

Registration or a certified true copy of (b) Board Resolution or Secretary’s
Certificate a document that will indicate the list of the Board of Directors and
Board Members.
2. Verified Certification showing list of Board of Directors and Board Members of
the ultimate parent company, its subsidiaries, and all its affiliates.
3. Certificate of Registration of the Articles of Incorporation (or Partnership,
whichever is applicable) issued by the Securities and Exchange Commission
(SEC).
4. Shareholders’ Agreement (if any).
5. Certificate of Registration with attached Terms and Conditions issued by the DTI
– Board of Investments (BOI) (if applicable).

Note: For Genco utilizing Renewable Energy technology, applying for the BOI
Certification is required.
6. Environmental Compliance Certificate (ECC) issued by the Department of
Environment and Natural Resources (DENR).
7. Certificate of Compliance (COC), or Provisional Authority to Operate (PAO), or
any Certification coming from the ERC of the ongoing COC/PAO application or
renewal, pursuant to the Guidelines for the issuance of COC for Generation
Companies/Facilities including Annexes.
8. Certificate of Endorsement (COE) Certification from the Department of Energy
(DOE) regarding Philippine Development Plan (PDP).
9. For Genco utilizing or will utilize Renewable Energy technology: Renewable
Energy Service and Operating Contract from the DOE ).
10. For Renewable Energy Projects: Certificate of Confirmation of Commerciality
issued by the DOE to the developer.
11. Certificate of Confirmation of Commerciality issued by the DOE to the developer.
12. Water Permit from the National Water Resources Board (NWRB).

(Note: Applicable for Genco utilizing hydro technology only)

Note: In the absence of any of the above documents, the Applicants must submit a
notarized Affidavit (a) explaining why the document is not yet available, (b) justifying
why the Application may still be filed notwithstanding its unavailability (i.e. plant is
not yet built; plant is still in testing and commission stage; etc.) and (c) indicating
timing for submission to the ERC.
 III. Supply and Demand Scenario
Name of Document Remarks
1. The application must include an alternative
Demand Side Management (DSM) program that
could be implemented by the DUs if approved by
the ERC. The DU shall submit the projected costs
and benefits of the DSM program.
2. Certification by National Power Corporation
(NPC) whether Transition Supply Contract (TSC)
capacity and energy are expected to be available
during the contractual period. Include relevant
supporting documentation, data, and analysis
supporting each statement.
3. DU’s Supply and Demand Scenario, Details of
Existing Suppliers, Contract Utilization, Average
Daily Load Curve, in accordance with
Commission’s templates under Annex “1” and “2”
of the Prefiling Checklist Requirement.
4. Single-line Diagram Connection (including
parameters).
5. Performance Assessment of the System:

• SAIDI and SAIFI.

▪ Historical [Five (5) Years]
▪ Current Year (January 202__ to present).
6. An estimation of the potential for a reduction in
load supplied by the Distribution Utility due to
retail competition.

IV. Documents Required in lieu of the Procurement Process

Name of Document
1. DU’s Certification or Board Resolution authorizing the CSP Exception,
specifying the nature of exception.
2. Certificate of Endorsement for Green Energy Tariff (COE-GET) issued by the
DOE .
3. Certification from the DU of the necessary measures to ensure that the
operation of the embedded facility shall not compromise the reliability of its
network and the grid.
4. DU’s Affidavit attesting that the demand is not exceeding 1MW and that the
supply from NPP shall be for 24-hour electricity service, as will be supported
by Item 20 of the Checklist.
 V. Power Supply Agreement and other Agreements
Name of Document Remarks
1. Duly signed PSA or Energy Conversion
Agreement Contract
2. Details of any transmission projects or grid
connection projects necessary to accommodate
the proposed generation capacity; Identification
of the parties that will develop and/or own such
facilities; any cost related to such project; and
specification of the parties responsible for the
For PSA exercising Opt-In
recovery of any costs related to such projects.
Mechanism under GEAP, if
applicable
If applicable, submit a copy of the Transmission
Service Agreement, or application for dedicated
Point to Point Limited Transmission Facility to
ERC, e.g., ERC Case No. of Point to Point,
Decision of Commission of the point-to-point
application.
3. Copy of any Related Agreements such as:
e.g., Transmission Wheeling Contract;
- IPPA Agreement;
- EPC Contract;
- O&M Contract;
- Project Feasibility Study;
- Wholesale Aggregator Agreement.

VI. Generation/ Power Rate

Name of Document Remarks
1. Executive Summary of the PSA
2. Sources of Funds/Financial Plans:
☐ Debt-Equity Ratio.
☐ Project Cost.
☐ Computation of Return on Investment/WACC.
☐Certification from the Bank/Lending
Institution specifying the principal
amortization, term, and interest during the
cooperation period of the loan agreement.
☐Life of Asset versus Term of Loan
(Computation Levelized Cost).
☐Bank Certification of Long-Term Loans,
including Schedule of Original Loan (Principal
amount, interest payable, term of the loan) and
updated balances (Principal Amount, interest
payable, and term of the loan).
 Name of Document Remarks
3. Generation Rate and Derivation:
☐ Financial model containing the derivation of
rates (excel file of the financial model
required).

☐ Project Cost Breakdown of the base prices;

Capital Recovery Fee, Fixed and Variable O&M,
and Fuel Fee.

☐ Breakdown of Project Cost and O&M Cost

including the description and
justification/supporting of each component.

☐Sample Computation of Power Rates with the

supporting documents on the assumptions
taken.

☐Basis/rationale of indexation including the

sources, reference date, and weight of
indexation. (only applicable for Physical PSA in
which Tariff Structure involves indexation).

☐Basis of proposed escalation, if applicable.

☐Basis/rationale/derivation of Other Charges
such as replacement, start-up, pre-commercial
(only applicable for Physical PSA in which
Tariff Structure involves indexation).

☐Equivalent PhP/kWh with assumptions for
foreign-denominated rates.
4. Cash Flow specifying the following:
☐Initial Costs.

☐Breakdown of Operating and Maintenance
Expenses.

Name of Document Remarks

1. For conventional power plants utilizing fuel: All
details on the procurement process of fuel including
requests, proposals received, tender offers, etc.
including a Sworn Statement by competent Genco
officer detailing how fuel was competitively
procured, contract terms, unbundled price
components (product cost, transshipment, delivery
container, etc.). Fuel/Coal/Steam Sale Agreement.
2. All relevant technical and economic characteristics
of the generation capacity; Installed Capacity,
Mode of Operation, Dependable Capacity;
Auxiliary load; Scheduled and Unscheduled
Outages; Basis/Justification of day used.
 Name of Document Remarks
3. All costs analysis related to the generation in
support of the proposed pricing provisions of the
contract.
4. Other documents
☐Certified True Copy of Latest and Complete Set
of Audited Financial Statements of the
Generation Company (Balance Sheet, Income
Statement, and Statement of Cash Flows).

☐For conventional power plants utilizing fuel:
Certification (from the engine manufacturer or
IPP) of the net heat rate (initial and every after For Embedded Generation
major maintenance schedule) in liters per kWh.
Plant
☐If applicable: Simulation of the no. of operating
units necessary to meet the MEOT

☐Certified True Copy of the Distribution

Wheeling Service (DWS) Agreement (for
embedded generators), if applicable.

☐Certified True Copy of WESM Registration

PART II. LEGAL REQUIREMENTS

REQUIREMENT DETAILS REMARKS

CERTIFICATE OF EMAIL
REGISTRATION NO.
(If not yet available) Reference No. of CER application: -

VERIFIED DECLARATION Date of Execution:

(Y/N)

PRE-FILING DATE
DATE OF PSA EXECUTION/
OCCURRENCE OF FORCE
1. ELECTRONIC MAJEURE OR
PRE-FILING FORTUITOUS EVENT
FOR EPSA
If pre-filing is beyond 30 days
but less than 90 days from Include in the Remarks portion that the application is
execution of PSA, or subject to penalty. (Pursuant to Section 24 of the CSP
occurrence of force majeure Guidelines)
or fortuitous event for EPSA
If pre-filing is beyond 90 days
Pre-filing cannot proceed, and the application will not
from execution of PSA, or
be accepted. (Pursuant to Section 24 of the CSP
occurrence of force majeure or
Guidelines)
fortuitous event for EPSA
DATE
SIGNED BY COUNSEL Y/N?
NO. OF HARD COPIES (3)
2. APPLICATION [N/A FOR ELECTRONIC
PRE-FILING]
NO. OF SOFT COPIES (3)
[N/A FOR ELECTRONIC
PRE-FILING]
DU Genco
DATE NOTARIZED
Type of
Government ID:
3. VERIFICATION
(VERIF) ID No.
ID PRESENTED
Date of Issuance:

Date of Expiry:

DATE NOTARIZED
4.
CERTIFICATION Type of
AGAINST Government ID:
FORUM ID No.
ID PRESENTED
SHOPPING Date of Issuance:
(CAFS)
Date of Expiry:

BR No.:

5. AUTHORITY OF Date of Board Reso.

COUNSEL TO Name of
FILE THE Board Resolution (BR); or Authorized Counsel
SUBJECT as indicated in the
APPLICATION BR:
REQUIREMENT DETAILS REMARKS
Date Issued:
Secretary Certificate (Sec. Name of
Cert) Authorized Counsel
as indicated in the
Sec. Cert:
BR No.:

Date of BR:

BR. (Y/N); or Name of

6. AUTHORITY OF Authorized Person
AFFIANT TO to execute the
EXECUTE VERIF/CAFS as
VERIF/ CAFS indicated in the
FOR THE BR:
SUBJECT Date Issued:
APPLICATION
Name of
Authorized Person
Sec. Cert. (Y/N)
to execute the
VERIF/CAFS as
indicated in the
Sec. Cert:
A) CERTIFICATIONS FROM GOVERNOR, CITY OR MUNICIPAL MAYOR
AND SANGGUNIANG PANLALAWIGAN, PANLUNGSOD OR BAYAN
LGU OF:
LGU OF:
7. SERVICE TO LGU OF:
LOCAL
LGU OF:
GOVERNMENT
UNITs (LGUs) Please provide additional information in the Other Remarks, if necessary.
OF THE
PROVINCE, CITY B) IN THE ABSENCE OF CERTIFICATION
OR
LGU OF:
MUNICIPALITY
WHERE Date of the
AFFIDAVIT OF SERVICE
APPLICANT Affidavit:
PRINCIPALLY APPLICATION WITH STAMP
OPERATES Date Received by
“RECEIVED”/
the LGU:
ACKNOWLDGEMENT
LGU OF:

Date of the
AFFIDAVIT OF SERVICE
Affidavit:

APPLICATION WITH STAMP

Date Received by
“RECEIVED”/
the LGU:
ACKNOWLDGEMENT
LGU OF:
Date of the
AFFIDAVIT OF SERVICE
Affidavit:
APPLICATION WITH STAMP
Date Received by
“RECEIVED”/
the LGU:
ACKNOWLDGEMENT

LGU OF:

Date of the
AFFIDAVIT OF SERVICE
Affidavit:
REQUIREMENT DETAILS REMARKS
APPLICATION WITH STAMP
Date Received by
“RECEIVED”/
the LGU:
ACKNOWLDGEMENT

Please provide additional information in the Other Remarks, if necessary.

C) IF NOT RECEIVED, REASON AND/OR PROOF OF REFUSAL

LGU OF: REASON/PROOF:

LGU OF: REASON/PROOF:

LGU OF: REASON/PROOF:
Please provide additional information in the Other Remarks, if necessary.

AFFIDAVIT OF Date of the Affidavit:

PUBLICATION
8. PUBLICATION Name of the Publication:
• NEWSPAPER
IN A Date of the Publication:
NEWSPAPER OF NEWPAPER ISSUE
GENERAL CONTAINING THE Volume:
CIRCULATION PUBLICATION
WITHIN
APPLICANT'S • APPLICATION Page where the Application can be found:
FRANCHISE • VERIFICATION Verification is included in the Publication: Y/N?
AREA
• CERTIFICATION
AGAINST FORUM CAFS is included in the Publication: Y/N?
SHOPPING (CAFs)
9. COMPETITIVE
SELECTION PROOF OF EXEMPTION FROM THE CONDUCT OF CSP (WHICHEVER IS
PROCESS NOT APPLICABLE)
REQUIRED1
CERTIFICATE OF AWARD
ISSUED BY THE DOE2
Issuance Date:

PSA Exercising ANNEX ___ OF THE

Opt-in Mechanism APPLICATION Other information in the Certificate of Award Issued by
under GEAP the DOE:
(Please specify the Annex/es
where this/these document/s
can be found)

Any Proof that the Generation

Generation Plant Embedded in the DU’s Franchise
Plant is Embedded in the
Area (Y/N):
Franchise Area of the DU
Utilizing Renewable Energy
Resources and the Contracted
Embedded Generation Plant Utilizing Renewable Energy
Capacity Does Not Exceed
Generation Plant Resources (Y/N):
10MW
Not Exceeding
10MW
ANNEX ___ OF THE
Contracted Capacity Not Exceeding 10MW (Y/N):
APPLICATION
(Please specify the Annex/es
where this/these document/s
(All must be satisfied.)
can be found)

1 Pursuant to the Department of Energy (DOE) Department Circular No. DC 2023-06-0021,

“Prescribing the Policy for the Mandatory Conduct of the Competitive Selection Process by the
Distribution Utilities for the Procurement of Power Supply for their Captive Market,” Section 2.3.
2 DOE Department Circular DC2021-11-0036, “Providing the Revised Guidelines for the Green Energy
Auction Program in the Philippines.”
 REQUIREMENT DETAILS REMARKS

Any Proof that the PSA

Involves Off-Grid Areas
Served by NPPs with Less
PSA in Off-Grid Areas Served by NPPs (Y/N):
than 1MW Demand with 24-
PSA Involving Off-
hour Electricity Service
Grid Areas Served
by NPPs with Less Demand is Less than 1MW with 24-hour Electricity
than 1MW Service (Y/N):
ANNEX ___ OF THE
Demand with 24-
APPLICATION
hour Electricity
Service (All must be satisfied.)
(Please specify the Annex/es
where this/these document/s
can be found)

Any Proof or
Affidavit/Certification that
the PSA Falls in Either One of Proof of the provision for power supply by NPC in off-
the Exceptions from the grid areas (Y/N):
Conduct of CSP under Section
2.3 of the DOE DC 2023-06-
0021 Proof of the provision for power supply by PSALM from
undisposed generating assets and contracts with
Others
Independent Power Producers Administrators (Y/N):
ANNEX ___ OF THE
APPLICATION

(Please specify the Annex/es

where this/these document/s (Any one must be satisfied.)
can be found)
 ANNEX “1”
SAMPLE SUPPLY – DEMAND SCENARIO
Supply-Demand Scenario (Yearly)
Table 1: Historical and Forecasted Supply-Demand Scenario from the
Years 2013 to 2030
ERC Historical Year Current
Forecasted Year
Case Year
No. 2017 … 2022 2023 2024 … 2030
Peak Demand (MW)
Suppliers:
Supplier 1
Supplier 2
Supplier 3
Supplier 4
Total Supply (MW)
(Deficit)/Surplus

Table 2: DU’s Existing Supplier/s

Name of Term of Contract
Mode of
Supplier
ERC Operation Contracted Date of
with Plant Date of Date of
Case (Baseload, Capacity/ Approved PA
Existing Technology Effectivity Expiration
No. Intermediate, Energy Rates Order/
Contract mm/dd/yy mm/dd/yy
Peaking) Decision
with the DU

Table 3: Power Supply Contract Utilization from January 2018 to

Present

FOR THE MONTH OF ______ 202__:

➢ SUPPLIER 1 (and so on)

Minimum
Minimum
Capacity, Energy, Energy or
Capacity,
MW kWh MEOT, kWh
MW (if any)
(if any)
As Contracted
As Utilized
(Actual)
 ANNEX “2”
SAMPLE AVERAGE DAILY LOAD CURVE
1.

2.

3.

4.
 APPENDIX “F”

CHECKLIST OF REQUIREMENTS FOR

EMERGENCY PSAs (EPSAs)

PART I. TECHNICAL REQUIREMENTS

I. Salient Features
☐ IPP Administrator
☐ IPP
Classification of Supplier
☐ Wholesale Aggregator
☐ Others _______________

☐ Coal
☐ Bunker/Diesel
Technology ☐ Renewable
☐ Hybrid
☐ Others
Start Date of Supply
End Date of Supply
Reference EPSA Comparator
Installed Capacity (if applicable)
Net Dependable Capacity (if applicable)
Contracted Capacity/Energy (MW/kWh)

II. Supply and Demand Scenario

Name of Document Remarks
1. DU’s Supply and Demand Scenario (during the
time of emergency situation), Details of Existing
Suppliers, Contract Utilization, Average Daily
Load Curve, in accordance with Commission’s
templates under Annex “1” and “2” of the Prefiling
Checklist Requirement.

III. EPSA and other Agreements

Name of Document Remarks
1. Duly signed Emergency PSA

IV.
Generation/ Power Rate
Name of Document Remarks
1. Executive Summary of the PSA
2. Generation Rate and Derivation:
☐ Financial model containing the derivation of rates (excel
file of the financial model required).

☐ Project Cost Breakdown of the base prices; Capital

Recovery Fee, Fixed and Variable O&M, and Fuel Fee.
 ☐ Breakdown of Project Cost and O&M Cost including the
description and justification/supporting of each
component.

☐Sample Computation of Power Rates with the supporting

documents on the assumptions taken.

☐Basis/rationale of indexation including the sources,

reference date, and weight of indexation. (only
applicable for PSA in which Tariff Structure involves
indexation).

☐Basis of proposed escalation, if applicable.

☐Basis/rationale/derivation of Other Charges such as
replacement, start-up, pre-commercial (only applicable
for PSA in which Tariff Structure involves indexation).

☐Equivalent PhP/kWh with assumptions for foreign-
denominated rates.

Name of Document Remarks

1. For conventional power plants utilizing fuel: All
details on the procurement process of fuel
including requests, proposals received, tender
offers, etc. including a Sworn Statement by
competent Genco officer detailing how fuel was
competitively procured, contract terms,
unbundled price components (product cost,
transshipment, delivery container, etc.).
Fuel/Coal/Steam Sale Agreement.
2. All relevant technical and economic characteristics
of the generation capacity; Installed Capacity,
Mode of Operation, Dependable Capacity;
Auxiliary load; Scheduled and Unscheduled
Outages; Basis/Justification of day used.
3. All costs analysis related to the generation in
support of the proposed pricing provisions of the
contract.
PART II. LEGAL REQUIREMENTS

REQUIREMENT DETAILS REMARKS

CERTIFICATE OF EMAIL
REGISTRATION NO.
(If not yet available) Reference No. of CER application: -

VERIFIED DECLARATION Date of Execution:

(Y/N)

PRE-FILING DATE
1. ELECTRONIC DATE OF OCCURRENCE
PRE-FILING OF FORCE MAJEURE OR
FORTUITOUS EVENT
If pre-filing is beyond 30
days but less than 90 days Include in the Remarks portion that the application is subject to
from occurrence of force penalty. (Pursuant to Section 24 of the CSP Guidelines)
majeure or fortuitous event
If pre-filing is beyond 90
Pre-filing cannot proceed, and the application will not be accepted.
days from occurrence of force
(Pursuant to Section 24 of the CSP Guidelines)
majeure or fortuitous event
DATE
SIGNED BY COUNSEL Y/N?
NO. OF HARD COPIES (3)
2. APPLICATION [N/A FOR ELECTRONIC
PRE-FILING]
NO. OF SOFT COPIES (3)
[N/A FOR ELECTRONIC
PRE-FILING]
DU Genco
DATE NOTARIZED
Type of Government ID:
3.
VERIFICATION ID No.
(VERIF)
ID PRESENTED
Date of Issuance:

Date of Expiry:

DATE NOTARIZED
4.
CERTIFICATIO Type of Government ID:
N AGAINST
FORUM ID No.
ID PRESENTED
SHOPPING Date of Issuance:
(CAFS)
Date of Expiry:

BR No.:

Date of BR.
Board Resolution (BR); or
Name of Authorized
5. AUTHORITY
Counsel as indicated in
OF COUNSEL
the BR:
TO FILE THE
SUBJECT
APPLICATION Date Issued:
Name of Authorized
Secretary Certificate (Sec. Counsel as indicated in
Cert.) the Sec. Cert:
REQUIREMENT DETAILS REMARKS

BR No.:

Date of BR.
BR (Y/N); or
6. AUTHORITY Name of Authorized
OF AFFIANT Person to execute the
TO EXECUTE VERIF/CAFS as
VERIF/ CAFS indicated in the BR:
FOR THE
SUBJECT Date Issued:
APPLICATION Name of Authorized
Sec. Cert. (Y/N) Person to execute the
VERIF/CAFS as
indicated in the Sec.
Cert:
A) CERTIFICATIONS FROM GOVERNOR, CITY OR MUNICIPAL MAYOR AND
SANGGUNIANG PANLALAWIGAN, PANLUNGSOD OR BAYAN
LGU OF:
LGU OF:
7. SERVICE TO LGU OF:
LOCAL
LGU OF:
GOVERNMENT
UNITs (LGUs) Please provide additional information in the Other Remarks, if necessary.
OF THE
PROVINCE, B) IN THE ABSENCE OF CERTIFICATION
CITY OR
LGU OF:
MUNICIPALIT
Y WHERE AFFIDAVIT OF SERVICE Date of the Affidavit:
APPLICANT
PRINCIPALLY APPLICATION WITH
OPERATES Date Received by the
STAMP “RECEIVED”/
LGU:
ACKNOWLDGEMENT
LGU OF:

AFFIDAVIT OF SERVICE Date of the Affidavit:

APPLICATION WITH
Date Received by the
STAMP “RECEIVED”/
LGU:
ACKNOWLDGEMENT
LGU OF:
AFFIDAVIT OF SERVICE Date of the Affidavit:
APPLICATION WITH
Date Received by the
STAMP “RECEIVED”/
LGU:
ACKNOWLDGEMENT

LGU OF:

AFFIDAVIT OF SERVICE Date of the Affidavit:

APPLICATION WITH
Date Received by the
STAMP “RECEIVED”/
LGU:
ACKNOWLDGEMENT
Please provide additional information in the Other Remarks, if necessary.
REQUIREMENT DETAILS REMARKS
C) IF NOT RECEIVED, REASON AND/OR PROOF OF REFUSAL

LGU OF: REASON/PROOF:

LGU OF: REASON/PROOF:

LGU OF: REASON/PROOF:
Please provide additional information in the Other Remarks, if necessary.

AFFIDAVIT OF Date of the Affidavit:

PUBLICATION
8. Name of the Publication:
PUBLICATION • NEWSPAPER
IN A Date of the Publication:
NEWSPAPER NEWPAPER ISSUE
OF GENERAL CONTAINING THE Volume:
CIRCULATION PUBLICATION
WITHIN • APPLICATION Page where the Application can be found:
APPLICANT'S
FRANCHISE • VERIFICATION Verification is included in the Publication: Y/N?
AREA • CERTIFICATION
AGAINST FORUM CAFS is included in the Publication: Y/N?
SHOPPING (CAFS)
9.
COMPETITIVE
SELECTION PROOF OF EXEMPTION FROM THE CONDUCT OF CSP
PROCESS NOT
REQUIRED1
Proofs that the Emergency
PSA (EPSA) was undertaken Date of Occurrence of Force Majeure or Fortuitous Event:
due to the occurrence of
force majeure or fortuitous
event Date of Execution of the EPSA:

Cooperation Period of the EPSA - not to exceed one (1) year (Y/N):
ANNEX ___ OF THE
APPLICATION Certification from a Relevant Government Agency or Institution
certifying the occurrence of force majeure or fortuitous event (Y/N):
(Please specify the Annex/es
Emergency PSA
where this/these Notice in writing, within five (5) calendar days from the occurrence of
(EPSA)
document/s can be found) the force majeure or fortuitous event, the DOE, ERC, NEA in the case
of ECs, and NPC in the case of off-grid areas, of such event (Y/N):

Affidavit on the write-up/details of force majeure or fortuitous event

to support the claim of its occurrence (Y/N):

Details proving that the DU has performed all the necessary and
required due diligence to address the emergency situation and to avert
and/or mitigate its consequences.

(All must be satisfied.)

1 Pursuant to the Department of Energy (DOE) Department Circular No. DC 2023-06-0021,

“Prescribing the Policy for the Mandatory Conduct of the Competitive Selection Process by the
Distribution Utilities for the Procurement of Power Supply for their Captive Market,” Section 2.3.
 ANNEX “1”
SAMPLE SUPPLY – DEMAND SCENARIO
Supply-Demand Scenario
Table 1: Historical and Forecasted Supply-Demand Scenario
ERC Historical Months
Case (12 months prior to Months covered by the
No. implementation of EPSA
Emergency PSA)
(Month n- … Month
(Month n-1) Month 1 …
12) 12
Peak Demand
(MW)
Suppliers:
Supplier 1
Supplier 2
Supplier 3
Supplier 4
Total Supply (MW)
(Deficit)/Surplus

Table 2: DU’s Existing Supplier/s

Name of Term of Contract
Mode of
Supplier
ERC Operation Contracted Date of
with Plant Date of Date of
Case (Baseload, Capacity/ Approved PA
Existing Technology Effectivity Expiration
No. Intermediate, Energy Rates Order/
Contract mm/dd/yy mm/dd/yy
Peaking) Decision
with the DU

Table 3: Power Supply Contract Utilization

FOR THE MONTH OF ______ 202__:

➢ SUPPLIER 1 (and so on)

Minimum
Minimum
Capacity, Energy, Energy or
Capacity,
MW kWh MEOT, kWh
MW (if any)
(if any)
As Contracted
As Utilized
(Actual)
 ANNEX “2”
SAMPLE AVERAGE DAILY LOAD CURVE
1.

2.

3.

4.