Manila Electric : Power Source

Invitation for Price Challenge
Supply to the Manila Electric Company of 50MW from a
Solar Energy Power Plant

Pursuant to Energy Regulatory Commission ('ERC') Resolution No. 13, Series of 2015, Manila Electric Company ('Meralco') hereby invites all interested and qualified parties (each, a 'Price Challenger') to participate in the price challenge (the 'Price Challenge') in respect of the following proposed supply of electricity:
To qualify to bid, a Price Challenger must (i) submit its Expression of Interest to Participate in the Price Challenge ('Expression of Interest'), in the form prescribed by Meralco, and pay a non-refundable fee of One Hundred Thousand Pesos (PHP100,000.00) ('Participation Fee') on or before four o'clock in the afternoon (4:00 PM) of 3 October 2016; and (ii) comply with all the Legal Qualification Requirements, Technical Qualification Requirements and Financial Qualification Requirements provided below ('Qualification Requirements'):
1. Legal Qualification Requirements(a) A Price Challenger must be a duly incorporated and validly existing domestic partnership or corporation at least 60% of the capital of which is owned by Filipinos, and registered with the Securities and Exchange Commission ('SEC').(b) The Price Challenger or any of its Affiliates must have no record of Unsatisfactory Performance. For this purpose, 'Unsatisfactory Performance' means any of the following:(i) in relation to any project or contract that was commenced or in the process of implementation within the last five (5) years prior to the Financial Proposal Submission Date (as defined below) by the Price Challenger -(1) the failure by the Price Challenger to satisfactorily perform any of its material obligations for such project or contract, as evidenced by the imposition of a judicial pronouncement or arbitration award;(2) the expulsion by the Price Challenger from any such project or contract;(3) the termination or suspension of any such project or contract due to the Price Challenger's breach of its obligations; or(4) the material violation of laws and/or regulations applicable to any such projects or contracts, including but not limited to environmental, health, safety, labor and social welfare laws and regulations; or(ii) Inclusion in a blacklist issued by any governmental agency of the Philippines or in the Debarred and Cross-Debarred Firms & Individuals list posted in the World Bank website (www.worldbank.org/debarr), whether as an individual contractor, partnership or corporation or as a member of a joint venture or consortium.(c) The Price Challenger or any of its Affiliates must not have an Outstanding Dispute with Meralco. For this purpose, 'Outstanding Dispute' refers to any pending judicial, administrative or alternative dispute resolution proceeding between the Price Challenger or any of its Affiliates, on one hand, and Meralco, on the other.
2. Technical Qualification Requirements(a) The Price Challenger must identify the proposed solar energy power plant ('Nominated Power Plant'). The Nominated Power Plant must be capable of supplying electricity (subject to the Maximum Hourly Generation) to Meralco for the Required Contract Period beginning on the Required Contract Start Date, after considering capacity already committed to other off-takers. (b) In relation to the Nominated Power Plant, the Price Challenger must provide evidence that:(i) The Nominated Power Plant is covered by a Solar Energy Service Contract ('SESC') with the Department of Energy ('DOE') or by a pending application for the issuance of a SESC with the DOE.(ii) Where the Nominated Power Plant is an existing solar energy power plant, it is the owner of the Nominated Power Plant and has sufficient authority to enter into the offtake agreement with Meralco; or(iii) Where the Nominated Power Plant is to be constructed, (x) it has the authority, in form and substance prescribed and made available by Meralco, to participate in this Price Challenge; (y) it holds equity interest in the Nominated Power Plant; and (z) it, whether directly or through any of its direct shareholders representing controlling interest, Affiliates or Ultimate Parent, has an Eligible Project, whether in the Philippines or elsewhere. For this purpose, an 'Eligible Project' means a power plant (whether renewable or non-renewable) of at least 10MW installed capacity (a 'Reference Plant') satisfactorily developed, constructed, operated and/or maintained by the Price Challenger, its direct shareholders representing controlling interest, Affiliates or Ultimate Parent.(c) A Price Challenger under Item 2(b)(ii) above must be covered by a valid Certificate of Registration as a Renewable Energy ('RE') Developer issued by the DOE; and (ii) registered as a direct member of the Wholesale Electricity Spot Market ('WESM').(d) The Nominated Power Plant referred to in Section 2(b)(ii) and any Reference Plant used as an Eligible Project under Section 2(b)(iii), if already existing and located in the Philippines, must be covered by a valid Certificate of Compliance ('COC') from the ERC, and registered as a direct member of the WESM, if located in Luzon or Visayas. If the Reference Plant used as an Eligible Project is located outside of the Philippines, it must have the license or permit equivalent to the COC issued by the ERC. In all cases, the concession agreement or equivalent document supporting the Eligible Project must be submitted.(e) In case the Reference Plant used as an Eligible Project under Section 2(b)(iii) is located in the Philippines, the Price Challenger must show proof that the owner or developer thereof has, in the event that it is an RE power plant, an RE service contract with the DOE and is covered by a valid Certificate of Registration as an RE Developer issued by the DOE.
3. Financial Qualification Requirements(a) The Price Challenger must show satisfactory evidence that it has the financial capacity to fulfill its obligations with Meralco. This requirement may be complied with by the Price Challenger directly or through any of its direct shareholders representing controlling interest, Affiliates or Ultimate Parent. As evidence thereof, the Price Challenger or any of its direct shareholders representing controlling interest, Affiliates or Ultimate Parent must (i) submit its audited financial statements for the last two (2) years (the latest of which must not be earlier than for the year ending December 31, 2015) and recent quarterly financial statements, and (ii) such financial statements must show a positive net worth equivalent to thirty percent (30%) of the Project Cost (as defined below). If Price Challenger cannot comply with this requirement, it shall post an irrevocable standby letter of credit which must be issued by a bank acceptable to Meralco and in the form required of the Price Challengers, in the amount of the deficiency with respect to the net worth threshold aforementioned.(b) If the Nominated Power Plant is under development or construction, the Price Challenger must provide the details of the costs of the project (the 'Project Cost') and its proposed financing plan, specifically indicating the portion of the Project Cost to be financed by debt and by equity. Additionally, the Price Challenger must submit (1) in support of the portion of the Project Cost proposed to be financed by equity, a notarized letter from its shareholders confirming their respective equity commitment (each, a 'Commitment Letter'); and (2) in support of the portion of the Project Cost proposed to be financed by debt, a letter testimonial (each, a 'Bank Testimonial') from a universal bank or commercial bank licensed by the Bangko Sentral ng Pilipinas and satisfactory to Meralco stating that the Price Challenger is a client of good standing and is qualified to avail of credit facilities to finance part of the Project Cost. The aggregate amounts indicated in the Commitment Letters and the Bank Testimonials must not be less than the Project Cost.Parties interested to participate in the Price Challenge may obtain a hard copy of the Invitation Documents, consisting of (i) this Invitation for Price Challenge; (ii) the form of Expression of Interest; and (iii) the Instructions to Prospective Price Challengers ('IPPC'), from Mondays to Fridays, beginning 24 September 2016 until the earlier of a declaration of failure of the Price Challenge process and 20 October 2016, at the address indicated below, upon payment of a non-refundable Participation Fee and the execution and submission of a confidentiality undertaking, in the form and substance prescribed and made available by Meralco. The Participation Fee may be paid in cash or by manager's check issued by a bank in the Philippines and acceptable to Meralco payable to 'Manila Electric Company'.Only eligible Price Challengers that have paid the Participation Fee and submitted the confidentiality undertaking and Expression of Interest as prescribed by Meralco shall be allowed to participate in the Price Challenge, including the submission of written queries or comments to this invitation.Meralco shall be conducting a conference at 9:00 A.M. to 12:00 noonon30 September 2016 at the Procurement Conference Room, 2/F. Technical Services Building (TSB), Meralco Compound, Ortigas Ave., Brgy. Ugong, Pasig City.Price Challengers who have previously submitted an Expression of Interest must submit their Qualification Documents, i.e., documents supporting their legal, financial and technical qualification based on the requirements indicated in the IPPC, to Meralco's PSA Bids and Awards Committee on or before four o'clock in the afternoon (4:00 PM) of20 October 2016 (the 'Qualification Documents Submission Deadline'), at the address indicated below:

PSA Bids and Awards Committee
2/F Technical Services Building - Procurement Office
MERALCO Compound, Ortigas Ave., Brgy. Ugong, Pasig City

Late submissions shall not be accepted.Within three (3) days from submission of the Qualification Documents, Meralco shall (a) evaluate the Qualification Documents; and (b) notify the Price Challengers of the results of the evaluation of the Qualification Documents by electronic mail to the Price Challenger's authorized representative. Price Challengers that fail the evaluation may resubmit its Qualification Documents on or before the Qualification Documents Submission Deadline.Only those Price Challengers that pass the evaluation of the Qualification Documents (hereinafter, 'Qualified Price Challengers') and have paid a non-refundable fee of Two Hundred Thousand Pesos (PHP200,000.00) will be entitled to submit their Financial Proposals and to receive the power supply agreement containing the terms and conditions that shall govern the supply of electricity. This fee may be paid in cash or by manager's check issued by a bank in the Philippines and acceptable to Meralco payable to 'Manila Electric Company'.Qualified Price Challengers must submit their Financial Proposals to Meralco's PSA Bids and Awards Committee on or before four o'clock in the afternoon (4:00 PM) of7 November 2016 (the 'Financial Proposals Submission Date'), at its address indicated above.Late submissions shall not be accepted.On the Financial Proposals Submission Date, an envelope must be submitted containing (1) the financial proposal of the Price Challenger (the 'Financial Proposal'), which shall indicate the proposed energy price for each Contract Year throughout the Required Contract Period beginning on the Required Contract Start Date; and (2) the bid security in the form of an irrevocable standby letter of credit in the amount of Five Million Pesos (PHP5,000,000.00), which must be issued by a bank acceptable to Meralco and in the form required of the Price Challengers (the 'Bid Security') (each in the form indicated in the IPPC). For this purpose, the Price Challenger shall be bound by the same terms and conditions in the power supply agreement provided by Meralco above, except for its Financial Proposal.Meralco expressly reserves the right to declare a failed bidding if it has not received any Expression of Interest together with the Participation Fee within ten (10) days from the date of publication of this Invitation for Price Challenge or to cancel this Price Challenge at any time without incurring any liability therefor. Meralco also reserves the right to (i) waive the submission of certain requirements by reason of proven track record and good credit standing, (ii) reject any or all proposals and not award any power supply agreement where Meralco believes that an award will not redound to its benefit, and (iii) accept the offer it deems most advantageous to Meralco, subject to the terms and conditions indicated in the IPPC.