INVITATION TO BID

for the Supply of Power to San Fernando Electric Light and Power Company, Inc.

 

1. Bid Information

 

San Fernando Electric Light and Power Company, Inc. (SFELAPCO) is a duly franchised distribution utility engaged in the distribution of electricity within its franchise area in the City of San Fernando, Municipality of Floridablanca, and Barangay Talang and Ligaya, Guagua, all in the Province of Pampanga. SFELAPCO is in need of the supply of electricity for its power requirements to meet the demand of its captive customers.

 

SFELAPCO needs a qualified supplier that can supply 70 MW to 130 MW of power to commence on June 26, 2023 or upon the approval of the ERC, whichever comes later.

 

2. Terms of Reference (“TOR”)

 

SFELAPCO, through its Third-Party Bids and Awards Committee (“TPBAC”), is inviting proposals with the following Minimum Requirement Supply:

 

	Subject	Description
1	Type of Contract	Baseload and intermediate requirements of SFELAPCO
2	Technology of Source Plant	The baseload and intermediate requirement should be supplied by a combination of conventional, and/or greenfield Renewable Energy (RE) Technology/ies to comply with the Renewable Portfolio Standards (RPS) requirements of SFELAPCO.   Conventional supply and RE supply may come from a single plant or portfolio of plants.   To ensure accountability and alignment of operations to supply to SFELAPCO, power plants must be: (i) controlled by the Bidder and/or Bidder's Affiliate; or (ii) managed by the Bidder and/or Bidder's Affiliate or (iii) Bidder has authority to sell the capacity of the Bidder’s Affiliate’s power plant/s   “Affiliate” shall mean, with respect to any person, any other person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control, with such person.   “Control” means the ownership (whether directly or indirectly) of at least fifty percent (50%) of the total issued voting share capital of the company or corporation. The terms Controls, Controlled and Controlling shall have correlative meanings.   If the Bidder formed a partnership or consortium for the purpose of this Bidding, the Bidders shall submit an agreement showing that their liability in this Bidding and the resulting PSA shall be solidary for the parties thereto. It should be certified as a true copy by the duly authorized officer of said joint venture/partners/consortium members, in which case, it must be under oath and notarized. Parties must separately submit Qualification Documents but shall submit (as one) only one Bid Price, including the Bid Security.
3	Contracted Capacity	Escalating Contracted Capacity: 70 MW to 130 MW   Baseload: Escalating from 55 MW to 90 MW, with Annual Minimum Energy Off-Take of 488,130 MWh Intermediate: Escalating from 15 MW to 40 MW   The supply from the RE plant/s shall start delivery on or before June 26, 2025 or within two (2) years from date of receipt of ERC approval of the Power Supply Agreement (PSA), whether Provisional Authority (PA) or Final Approval (FA), whichever comes later.   Upon start of delivery of the RE plant/s, it shall provide at least 60,000 to 150,000 MWh of the annual energy requirement of SFELAPCO and SFELAPCO shall take the capacity and energy, within Contracted Capacity and energy, of the RE plant/s as available.   Upon start of delivery of the RE plant/s, at least 60,000 MWh to 150,000 MWh of the annual energy requirement shall be provided with an equivalent number of Renewable Energy Certificates (RECs). All RECs generated from the energy supplied by the RE plant/s to SFELAPCO shall be awarded to SFELAPCO as stated in Section 15.(b) of the DOE Circular No. DC2017-12-0005.   The annual energy requirement from the RE plant/s for the first contract year and final contract year shall be prorated based on the start of delivery of the RE plant/s.
4	Facility Address	Conventional and RE plant/s shall be located in the Luzon grid or Visayas grid.
5	Commencement Date	Baseload: Conventional plant: June 26, 2023 or immediate 26th day of the calendar month in which the condition precedents to supply and approval of ERC, whether Provisional Authority (PA) or Final Approval (FA), are satisfied, or if such conditions are satisfied after the 26th day of a calendar month, then on the 26th day of the calendar month immediately succeeding the calendar month in which the conditions are satisfied.   RE plant/s: The supply from the RE plant/s shall start delivery on June 26, 2025 or within two (2) years from date of receipt of ERC approval of the PSA, whether PA or FA, whichever comes later.   Intermediate: Conventional plant: June 26, 2023 or immediate 26th day of the calendar month in which the condition precedents to supply and approval of ERC, whether Provisional Authority (PA) or Final Approval (FA), are satisfied, or if such conditions are satisfied after the 26th day of a calendar month, then on the 26th day of the calendar month immediately succeeding the calendar month in which the conditions are satisfied.   RE plant/s: The supply from the RE plant/s shall start delivery on June 26, 2025 or within two (2) years from date of receipt of ERC approval of the PSA, whether PA or FA, whichever comes later.
6	Term of Power Supply Agreement	Twenty (20) years from the commencement of supply for the baseload and intermediate requirements of SFELAPCO
7	Receiving Point/s	1HERMO_T1L4, 1MEX_CND, 1MEX_SFLAPC, and all other additional receiving point/s of SFELAPCO during the Term of the PSA within Contracted Capacity.
8	Tariff Structure	Price for generation must be broken down into:   Price Structure: For RE plant/s: a. Fixed Rate (Non-escalating), Php/kWh   For Conventional plant:  b. Capital Recovery Fee (CRF), Php/kW/mo or Php/kWh c. Fixed O&M, Php/kW/mo or Php/kWh d. Variable O&M (VOM), Php/kWh  e. Fuel Fee (FF), Php/kWh f. VAT and other applicable taxes Line rental is for the account of the Supplier.   Applicable indices shall form part of the submission of the Bidder.  No indexation shall be allowed for the CRF while the FOM, VOM, and Fuel may be indexed to CPI, FOREX, and applicable fuel indices.   The Bidder must specify the base fee adjustment formula, if any, and the applicable adjustment in percent that each component is being affected by factors such as consumer price index, foreign exchange rate, fuel-related indices and others.   Prompt Payment Discount (PPD) or other forms of discount is an advantage. PPD and other applicable discounts shall not be considered in the -uation of Levelized Cost of Electricity (LCOE).   LCOE shall be -uated after VAT and other applicable taxes, and line rental. The Bidder’s LCOE is subject to a pre?determined “Price Cap”, which will only be revealed by the TPBAC to Qualified Bidders during the opening of the Bids.   Bids shall be -uated using a point system basis to consider the LCOE, RECs, and discounts.
9	Payment Currency	Price Offer and Power Bill shall be in Philippine Pesos
10	Outage Allowance	Total Allowable Outage Hours: 1,080 Hours
11	Replacement Power	Replacement power for outages beyond allowances, as may be required by SFELAPCO, may come from the mix of conventional and RE plant/s, or portfolio of plants or any other source including WESM and shall be charged at contract rate.   In the event that the Winning Bidder is not able to supply from the greenfield RE plant/s on June 26, 2025 or within two (2) years from date of receipt of ERC approval of the PSA, whether PA or FA, whichever comes later, the Winning Bidder shall provide supply from other sources and shall provide the equivalent number of RECs at contract rate of the greenfield RE plant/s.   The Winning Bidder may have an option to offer replacement power during outage within allowance, as may be required by SFELAPCO, which may come from the mix of conventional and RE plant/s, or portfolio of plants or any other source including WESM and shall be charged at contract rate.
12	Force Majeure	Force Majeure or Fortuitous Event refers to any extraordinary event not foreseeable or avoidable, or to an event that could not be foreseen, or which, though foreseen, is inevitable on the part of the DU, and is beyond the will, control, participation and influence of the DU.   This further refers to an event or circumstance generally caused: (1) by nature, or such as, but not limited to, fires, floods, typhoons or other catastrophes, or acts of God; and/or (2) pandemic; and/or (3) by the acts of man, such as, but not limited to, war, national emergencies, revolution, riot, insurrection, civil unrest, or any other similar violent or threatening actions. It may likewise pertain to any analogous event that may relate to a power system emergency that shall affect the continuity of delivery of power by the DUs.   Arrangements in case of any force majeure shall be agreed upon by parties and shall form part of the PSA.
13	Regulatory Approvals	The Winning Bidder, together with SFELAPCO, shall submit a Joint Application to ERC for the Approval of the Power Supply Agreement (PSA). The Winning Bidder and SFELAPCO shall make the necessary modifications in accordance with the directive of the ERC.
14	Grounds for Contract Termination	Valid grounds for terminations are: a. Event of Default b. Expiration of cooperation period c. Failure to achieve COD d. Mutual agreement by both parties e. Extended Force Majeure as agreed under the PSA.  f. Changes in the circumstances as agreed under the PSA
15	Reduction of Contract Capacity	1. The reduction of Contracted Capacity shall be allowed as a result of (a) RCOA; (b) Green Energy Option; or (c) similar policies or rules allowing for end-users' choice of supplier. The reduction shall be pro-rated among the SFELAPCO’s suppliers.   2. Customer may assign, transfer, designate or allocate its rights and obligations to purchase a portion of Contract it no longer requires to: a) Any of its business segments without the prior consent of Winning Bidder; or b) Any affiliate or third party subject to the consent of Winning Bidder   3. The consent by the Winning Bidder shall not be unreasonably delayed or conditioned at the disadvantage of the DU.   Other than the reasons above, SFELAPCO, at its sole option, may reduce or terminate its contracted capacity/energy for the conventional plant after (ten) 10 years from commencement date.
16	Bid Participation Fee	All Bidders shall pay a non?refundable Bid Participation Fee equivalent to Six Hundred Fifty Thousand Pesos (Php 650,000) VAT?inclusive and net of CWT, in order to receive an official copy or electronic copy of the Bidding Documents. Only Bidders who paid the appropriate Bid Participation Fee shall be allowed to participate in the Bidding.   Bank Details: Bank Name: BANK OF PHILIPPINE ISLANDS Branch: Dolores, San Fernando, Pampanga Branch Account Name: SFELAPCO, INC. Account No. 0701002342   Bidders shall present proof of deposit to SFELAPCO, subject to SFELAPCO’s validation of deposit with the bank.
17	Bid Security	The Bidder shall post the applicable Bid Security in the form of cash, Manager's Check or an irrevocable Standby Letter of Credit valid until one hundred twenty (120) days from the Bid Opening.   Baseload: Three Hundred Ten Million Pesos (Php 310,000,000) Intermediate: One Hundred Thirty Million Pesos (Php 130,000,000)   Bids shall remain valid for one hundred twenty (120) days from the Bid Opening.   The ultimate, intermediate or direct parent company is allowed to post the Bid Security on behalf of the Bidder.
18	Performance Security	The Winning Bidder shall post the applicable Performance Security in the form of an irrevocable Standby Letter of Credit equivalent to (SBLC) in favor of SFELAPCO which shall be drawn upon for the liquidated damages or market exposure that SFELAPCO shall incur in an event of any default under the PSA.   Baseload: Four Hundred Fifty-Five Million Pesos (Php 455,000,000) Intermediate: One Hundred Ninety-Five Million Pesos (Php 195,000,000)   The ultimate, intermediate or direct parent company is allowed to post the Performance Security on behalf of the Bidder.

 

3. Pre-Qualification Requirements

 

Prospective Bidders shall submit the following Pre-Qualification Requirements to the TPBAC on or before the Pre-Qualification Deadline:

 

1. Duly notarized Expression of Interest to Participate in the Bid (ANNEX A); and
2. Legal, Financial, and Technical Qualification Requirements.

 

3.1. Legal Qualification Documents

 

1. Statement of sufficient available capacity of the Bidder or its Affiliate to supply SFELAPCO’s requirements from Commencement date, to be evidenced by a notarized certification in the form and substance provided together with this TOR (ANNEX B);
2. For Bidders bidding with Affiliates, a document showing information relationship of the Bidder to its Affiliates, if applicable;
3. Duly Board Resolution or Secretary’s Certificate authorizing the representative to represent and to sign the bid documents of the Bidder in the CSP;
4. Duly notarized Non-Disclosure Undertaking (ANNEX C) in the form prescribed by the TPBAC signed on every page by the duly authorized representative;
5. Certified True Copy of the Securities and Exchange Commission (SEC) Certificate of Registration;
6. Certified True Copy of the latest Articles of Incorporation and By-Laws of the Bidder indicating therein its primary purpose of power generation;
7. Certified True Copy of the latest General Information Sheet (GIS) of the Bidder stamped received by the SEC not more than twelve (12) months old at the time of submission;
8. Certified True Copy of Valid Business Permit, or in the absence thereof, submit a copy of (a) 2022 Business Permit, (b) Proof of application for 2023 Business Permit, and (c) proof of payment of application fees for 2023 Business Permit;
9. Certified True Copy of the BIR Certificate of Registration;
10. Bidder’s Acceptance of the Terms of Reference in the form and substance prescribed under Annex D; and
11. Bidder’s Verification of Submissions in the form and substance prescribed under Annex E.

 

3.2. Financial Qualification Documents

 

1. Statement that the Bidder or its Affiliates have completed, within two (2) years from Bid Opening, a single contract that is similar to this Bid equivalent to at least eighty percent (80%), exclusive of VAT, of the estimated annual contract value amounting to Php 2,650,000,000.00. A copy of the contract and copies of the twelve (12) consecutive power bills shall be submitted as part of the eligibility requirements. For this purpose, similar contracts shall refer to Power Supply Agreement (PSA); and
2. Certified True Copy of the 2021 Audited Financial Statements. For new entrants, the AFS of the ultimate, intermediate or direct parent company is allowed on behalf of the Bidder.

 

3.3. Technical Qualification Documents

 

3.3.a Conventional Plant

 

1. Statement of ongoing contracted capacity of the Bidder or its Affiliate to supply SFELAPCO’s requirements from Commencement date, to be evidenced by a notarized certification in the form and substance provided together with this TOR (ANNEX F);

1. Proof of Bidder and/or its Affiliates’ experience in supplying to a Distribution Utility to be evidenced by an ERC approval or on?going ERC application;
2. Certificate of Satisfactory Performance from at least two (2) regulated customers;
3. Certified True Copy of the Certificate of Compliance issued by the ERC, as applicable, to the plant;
4. Certified True Copies of the submissions stamped received by the ERC or the Department of Energy showing the following:
1. 2022 Dependable Capacity of the Bidder’s nominated plant;
2. 2022 Scheduled and Unscheduled Outages of the Bidder’s nominated plant;
5. Single line diagram and description of the grid connection of the Bidder’s nominated plant; and
6. Complete set of valid Fuel Supply Agreement (FSA) as well as Fuel Procurement Plan post FSA expiration.

 

3.3.b Renewable Energy Plant/s

 

1. Notarized statement that the supply from the RE plant/s shall start delivery on April 26, 2025 or within two (2) years from date of receipt of ERC approval of the Power Supply Agreement (PSA), whether Provisional Authority (PA) or Final Approval (FA), whichever comes later;
2. Project profile of the RE plant/s (proposed plant details and specifications, and target commissioning date);
3. Single line diagram and description of the grid connection of the Bidder’s nominated plant/s;
4. Valid RE Service/Operating Contract/s of the RE plant/s;
5. Valid DENR Environmental Compliance Certificate of the plant/s;
6. Certificate of Registration issued by the Department of Energy indicating that entity involved/bidder is an RE Developer;
7. Proof of rights held by or in the name of the Bidder over the site or location of the RE Facility;
8. Proof of DAR Land Use Conversion Order for at least 50% of the land area needed to develop the site or location of the RE Facility;
9. NCIP clearance generally covering the project area (e.g CNO, FPIC);
10. Proof of funding for the RE plant/s, submitted by the Bidder and/or its affiliate/s and/or ultimate, intermediate, or direct parent company:
1. Willingness to lend from banks demonstrating ability to fund the debt portion of the Project Cost;
2. Notarized Statement of Financial Capability, where the consolidated financial statements must show, as a general rule, an Unrestricted Net Worth of at least 30% of the Project Cost (“Required Unrestricted Net Worth”); or
3. Certification from the Bidder’s ultimate, intermediate or direct parent company, that the latter has the financial capacity to finance the construction of the Project.
11. Letter of Intent to Bid from Engineering, Procurement and Construction (EPC) Contractor for the RE plant/s; and
12. Proof that the Bidder or any of its direct shareholders with Controlling interest, affiliate or ultimate, intermediate, or direct parent company, has, in the reasonable opinion of the TPBAC, satisfactorily undertaken the development, construction, and/or operation or maintenance of Reference Plant located in the Philippines; supported by an ERC COC, Market Participation Agreement, and a Transmission Service Agreement.

 

“Reference Plant” means any RE plant or RE plants, in the aggregate, capable of generation of electricity of at least 50 MW.

 

4. Instruction to Bidders

 

All requests and submissions of CSP documents shall be addressed to the TPBAC Chairman and communicated through the CSP Secretariat at eplapuz@sfelapco.com and copy furnished monchitoalbano@gmail.com . Only the authorized representative/s of the Prospective Bidder are allowed to ask queries or submit documents.

 

Prospective Bidders may obtain the Bidding Documents upon receipt of Proof of Payment of the Bid Participation Fee on or before March 31, 2023. Clarifications on the Pre-Qualification Requirements shall be entertained up to April 4, 2023. Deadline for the submission of the Pre-Qualification Requirements is April 12, 2023, 9:00 AM, (the “Pre- Qualification Deadline”).

 

The TPBAC shall notify a Prospective Bidder whether it meets the Pre-Qualification Requirements for timeliness, completeness and conformity on April 13, 2023.

 

Only Prospective Bidders that have complied with and passed the Pre-Qualification Requirements may be allowed to participate in the Bid.

 

5. Schedule of CSP Activities

 

No.	Activity	Time/Date
1a	First Publication of Invitation to Bid	March 17, 2023
1b	Second Publication of Invitation to Bid	March 24, 2023
2	Issuance of Bid Documents	March 17-31, 2023
3	Clarifications to the Pre-Qualification Requirements	March 17 to April 4, 2023
4	Deadline of Submission and Opening of Pre-Qualification Requirements (Pre-Qualification Deadline)	9:00 AM of April 12, 2023
5	Issuance of Pre-Qualification Result	April 13, 2023
6	Deadline for Submission of Comments and Questions on the Bid	April 14, 2023
7	Pre-bid Conference	April 17, 2023
8	Issuance of Bid Bulletin/s Final Instruction to Bidders	April 17-24, 2023
9	Deadline for Submission and Opening of Bids (Bid Submission Deadline)	9:00 AM of May 5, 2023
10	Post Qualification	May 8-10, 2023
11	Issuance of Notice of Award	May 11, 2023
12	Signing of the PSA	May 22, 2023
13	Joint filing of the Agreement with ERC	May 29, 2023
14	Start of Supply	June 26, 2023 or upon issuance of the ERC approval whichever comes later

 

Any amendment to the Invitation to Bid will be announced through Bid Bulletins and communicated to the Prospective Bidders through email.

 

Unless otherwise expressly specified in writing, all references to times and dates shall refer to Philippine Time.

 

For further information, prospective Bidders shall communicate to the CSP Secretariat at at eplapuz@sfelapco.com and copy furnished monchitoalbano@gmail.com

 

THIRD PARTY BIDS AND AWARDS COMMITTEE (TPBAC)

SAN FERNANDO ELECTRIC LIGHT AND POWER COMPANY, INC.

 

 

By:

 

 (signed)

1. MONCHITO M. ALBANO

Chairman

Third Party Bids and Awards Committee

ANNEX A

 

Expression of interest to Participate in the Bid – Form

 

Republic of the Philippines     )

) s.s.

 

I, (name), (citizenship), of legal age, with office address at (address), as the (position/designation) of (name of Bid Participant), a (corporation/partnership) organized and existing under and by virtue of the laws of the Philippines hereby declare for and on behalf of (name of Bid Participant) that (name of Bid Participant) is willing to participate in the competitive selection process for the Supply of Power to San Fernando Electric Light and Power Company, Inc. under the terms and conditions set out in the Bidding Documents in accordance with the Invitation to Bid.

 

The contact person(s) for the (name of Bid Participant) [is/are]:

 

Contact Person 1:	Name of Contact Person Title/Designation Address Contact No. Email Address:
Contact Person 2:	Name of Contact Person Title/Designation Address Contact No. Email Address:
Contact Person 3:	Name of Contact Person Title/Designation Address Contact No. Email Address:
Contact Person 4:	Name of Contact Person Title/Designation Address Contact No. Email Address:

 

For and on behalf of (Name of Bid Participant)

 

By:

 

(Name, Designation and Signature of Authorized Representative)

 

SUBSCRIBED AND SWORN TO before me this _____ day of (month and year) at (place), affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial regulations) issued at (City) on (date).

 

 

                                                                                            Notary Public

 

 

Doc. No.: ________

Page No.: ________

Book No.: ________

Series of 202_.

 

 

 

 

ANNEX B

 

Certification of Sufficient Available Capacity of the Nominated Power Plant/s – Form

 

Republic of the Philippines                  )

) S.S.

 

I, (name), (citizenship), of legal age, with office address at (address), as the (position/designation) of (name of Bid Participant), a (corporation/partnership) organized and existing under and by virtue of the laws of the Philippines hereby declare for and on behalf of (name of Bid Participant) that, based on the records of the (name of Bid Participant) and its Affiliate/s, (name of Affiliate/s), the uncontracted capacity of the Nominated Power Plant and/or each of the plants in our portfolio, at the time of the Commencement Date and for the entire Cooperation Period, is as follows:

 

Bidder/Affiliate/s	Power Plant Name and Technology	Capacity (MW)	Uncontracted Capacity (MW)

 

I further certify that any offtake agreement of the Nominated Power Plant or each of the plants in our portfolio that will render the Bidder incapable of supplying the Offered Capacity and is the subject of an application for approval pending before the ERC shall be withdrawn and the relevant offtake agreement terminated no later than the Commencement Date.

 

For and on behalf of (Name of Bid Participant)

 

By:

 

(Name, Designation and Signature of Authorized Representative)

 

SUBSCRIBED AND SWORN TO before me this _____ day of (month and year) at (place), affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial regulations) issued at (City) on (date).

 

                                                                                            Notary Public

 

 

Doc. No.: ________

Page No.: ________

Book No.: ________

Series of 202_.

ANNEX C

 

Non-Disclosure Undertaking – Form

 

This Confidentiality Undertaking (the “Undertaking”) is executed in favor of San Fernando Electric Light and Power Company, Inc. (SFELAPCO) by [__________________] (the “Receiving Party”).

 

1. CONFIDENTIAL INFORMATION

 

Receiving Party is interested in obtaining information from SFELAPCO, in furtherance of the supply of the Contract Capacity for the Required Contract Period to SFELAPCO under the terms and conditions set out in the Bidding Documents. The competitive selection process shall be undertaken through a bid in accordance with SFELAPCO’s Invitation to Bid. By reason of such interest of the Receiving Party, SFELAPCO proposes to disclose certain Confidential Information (as defined below) to the Receiving Party. Receiving Party acknowledges that SFELAPCO has the exclusive right to determine what information it may furnish to the Receiving Party.

 

As used herein, “Confidential Information” means all information concerning SFELAPCO or its assets, liabilities or obligations furnished to the Receiving Party directly by any of SFELAPCO’s officials, employees, and legal, technical, financial advisors, agents or other representatives, including: (i) information obtained by the Receiving Party (a) during the due diligence process, (b) through site visits to SFELAPCO or its offices and facilities and (c) through any management presentation by SFELAPCO; (iii) information contained in any other written material furnished or otherwise made available to the Receiving Party; (iv) information furnished to the Receiving Party electronically; (v) information presented to the Receiving Party or its advisors orally, whether presented in a management presentation or another forum; and (vi) all analyses, compilations, forecasts, studies or other documents prepared by the Receiving Party or its Representatives (as defined in Section 3 hereof) which contain or reflect any of the foregoing information.

 

Notwithstanding the foregoing, information disclosed by SFELAPCO which would otherwise be Confidential Information shall not be deemed Confidential Information to the extent that it can be proven by written records that said information is (i) part of the public domain without violation of this Undertaking or (ii) disclosed pursuant to administrative or judicial action; provided, that, the Receiving Party shall use its best efforts to maintain the confidentiality of the Confidential Information (including but not limited to asserting in such action any applicable privileges), and shall, immediately after getting knowledge or receiving notice of such action, notify SFELAPCO thereof and give SFELAPCO the opportunity to seek any other legal remedies so as to maintain such Confidential Information in confidence. If only a portion of the Confidential Information falls under any of the above, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of this Undertaking.

 

2. NO REPRESENTATION

 

Receiving Party acknowledges and agrees that SFELAPCO is not making any representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information or that such information will remain unchanged. Recipient releases SFELAPCO or any of its official and employees of any liability to the Recipient or any other person arising out of or related to the Confidential Information or any interpretations or conclusions made or drawn therefrom by the Receiving Party. Only those representations or warranties that are made to the Receiving Party in a definitive agreement issued by SFELAPCO in connection with the PSA, as, and if it is executed by SFELAPCO, and subject to such limitations and restrictions as may be specified in such agreement, will have any legal effect.

 

3. RECEIVING PARTY’S OBLIGATIONS

 

Unless SFELAPCO gives its prior written authorization, the Recipient shall, during a period of one (1) year from the date of disclosure of any Confidential Information hereunder:

 

(a)        not use the Confidential Information for any other purpose than for the Project;

(b)        protect the Confidential Information against disclosure in the same manner and with the same degree of care, but not less than a reasonable degree of care, with which it protects confidential information of its own;

(c)        limit circulation of the Confidential Information to its officers, directors, employees, affiliates, outside auditors and legal, technical, financial advisors, agents or other representatives (collectively, the “Representatives”) who need to know such Confidential Information only for the purpose of -uating the PSA, and who have executed and delivered a confidentiality undertaking in favor of SFELAPCO covering the Confidential Information.

 

Confidential Information furnished in tangible form or on electronic media shall not be duplicated by the Recipient except for purposes of -uating the PSA. Upon the request of SFELAPCO, the Recipient shall either return all Confidential Information received in written, electronic or other tangible form, including copies, or reproductions or other media containing such Confidential Information or destroy the same and certify that it has been destroyed, as requested by SFELAPCO, within ten (10) days of such request; provided, however, that the Receiving Party may retain one copy of all Confidential Information provided in written, electronic or tangible form for its corporate records if required for regulatory purposes, subject to the Receiving Party providing SFELAPCO written notification of such regulatory purpose with details satisfactory to SFELAPCO. Without limiting the generality of the foregoing, in the event that the PSA is not consummated with the Receiving Party for any reason whatsoever, neither the Receiving Party nor its Representatives shall use any of the Confidential Information for any purpose. Receiving Party will be responsible for any breach of this Undertaking by its Representatives.

 

During the course of the Receiving Party’s -uation, the Receiving Party shall make all inquiries and other communications directly to SFELAPCO in writing and addressed to SFELAPCO’s representative as indicated in the Invitation. Receiving Party agrees not to directly or indirectly contact or communicate with any other official or other employee of SFELAPCO concerning the PSA, or to seek any information in connection therewith from such person, without the express written consent of SFELAPCO.

 

4. COMMUNICATIONS WITH OTHER BID PARTICIPANTS

 

Except as may be required by applicable law, Receiving Party shall refrain from communicating, and cause its Representatives to refrain from communicating, directly or indirectly, with any Bid Participant about the PSA, or about any subject related to the PSA; provided, however, that the Receiving Party may communicate with its Representatives and any other third party (and any of its Representatives) bound by a confidentiality agreement with SFELAPCO covering the Confidential Information.

 

5. GOVERNING LAW AND VENUE

 

This Undertaking shall be governed by and construed in accordance with the laws of the Republic of the Philippines and the Recipient consents to the exclusive jurisdiction of the courts of San Fernando City (to the exclusion of all others) for any dispute arising out of this Undertaking.

 

6. NO IMPLIED WAIVER

 

Failure of SFELAPCO to insist in any one or more instances upon strict performance by the Receiving Party of any of the terms of this Undertaking shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

 

7. NO COMMITMENT

 

(a)        The Receiving Party acknowledges that SFELAPCO has reserved the right to terminate or suspend, at any time and without cause, further participation by the Receiving Party and to refuse to disclose any further Confidential Information to the Receiving Party.

 

(b)        This Undertaking does not constitute a solicitation of bids for the PSA.

 

(c)        The Receiving Party also acknowledges and agrees that no contract or agreement providing for the PSA shall be deemed to exist between the Receiving Party and SFELAPCO, as applicable, unless and until a definitive agreement has been executed and delivered by the Receiving Party and SFELAPCO.

 

8. SEVERABILITY

 

If any term of this Undertaking is held by a court of competent jurisdiction to be invalid or unenforceable, then this Undertaking, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

 

IN WITNESS WHEREOF, Recipient has executed this Undertaking in [insert place of execution] on [insert date].

 

[NAME OF THE RECEIVING PARTY]

 

By:

__________________________________

(Authorized Representative)

Date: ________________________

 

 

 

 

 

 

SUBSCRIBED AND SWORN TO before me this _________day of ______________2021 at _________________, affiant exhibiting to me his/her _______________________________________ issued at _________________ on ________________.

 

Doc. No.:

Page No.:

Book No.:

Series of 202_.

 

 

ANNEX D

 

Acceptance of the Terms of Reference - Form

 

Republic of the Philippines                  )

) s.s.

 

I, (name), (citizenship) , of legal age, with office address at (address), as the (position/designation) of (name of Bid Participant ), a (corporation/partnership) organized and existing under and by virtue of the laws of the Philippines hereby declare, represent and warrant, for and on behalf of (name of Bid Participant) in relation to the Competitive Selection Process (CSP) for the supply of 100 MW to 140 MW within the franchise area of SFELAPCO under the terms and conditions set out in the Terms of Reference, that:

 

1. [name of Bid Participant] has duly received the Terms of Reference (“TOR”) containing the terms and conditions for the Bid on ________.

 

2. [name of Bid Participant] has read and understood each and every section and page of the TOR and accepts and agrees to be observe, be bound by, and comply with, the terms and conditions of the TOR and any amendment, supplement or modification thereto, including all Supplemental Bid Bulletins, any and all clarificatory issuances and the decisions rendered by the Third Party Bids and Awards Committee (“TPBAC”).

 

3. [ name of Bid Participant] has fully informed itself and understood all the conditions and matters affecting or that could affect its bid.

 

4. [ name of Bid Participant] unconditionally and irrevocably waives any and all claims and causes of actions against SFELAPCO, the TPBAC or its members, in the event that the competitive selection process is suspended or terminated by the TPBAC for any reason.

 

5. [name of Bid Participant] unconditionally and irrevocably waives and right to seek and obtain a writ of injunction or prohibition or restraining order against SFELAPCO, the TPBAC or its members sought to prevent or restrain the Bid or any proceedings related and incidental thereto, the declaration of the winning bidder, and the execution of the PSA.

 

6. [ name of Bid Participant ] shall at all times comply with Philippine Law.

 

7. [ name of Bid Participant] unconditionally and irrevocably waives any defect, deviation or infirmity in the Bid conducted by the TPBAC up to and including the date hereof.

 

8. By submitting a bid, [ name of Bid Participant] acknowledges that it has reviewed, is fully acquainted with, and unconditionally accepts the terms, procedure and conditions set out under the TOR, and any Supplemental Bid Bulletin that may be issued by the TPBAC.

 

 

 

 

For and on behalf of (Name of Bid Participant)

 

By:

(Name, Designation and Signature of Authorized Representative)

 

 

 

 

SUBSCRIBED AND SWORN TO before me this _____ day of (month and year) at (place), affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial regulations) issued at (City) on (date).

 

 

                                                                                                                       Notary Public

 

 

Doc. No.: ________

Page No.: ________

Book No.: ________

Series of 202_.

 

 

 

 

ANNEX E

 

Verification of Bid Submissions - Form

 

REPUBLIC OF THE PHILIPPINES)

_______ CITY ) S.S.

 

I, (name), (citizenship) , of legal age, with office address at (address), as the (position/designation) of (name of Bid Participant ), a (corporation/partnership) organized and existing under and by virtue of the laws of the Philippines hereby declare, represent and warrant, for and on behalf of (name of Bid Participant) in relation to the Competitive Selection Process (CSP) for the supply of 100 MW to 140 MW within the franchise area of SFELAPCO under the terms and conditions set out in the Terms of Reference, that:

 

1. I have been granted full power and authority to execute and perform any and all acts necessary and/or to represent the Company in the competitive selection process for the PSA (the “Bid”), including full power and authority to execute this Verification.

 

2. Each of the documents and requirements submitted by the Company in satisfaction of the Bid procedures and requirements is an authentic copy of the original, complete, and all statements and information provided therein are true and correct.

 

3. I hereby give consent and give authority to the SFELAFCO Third Party Bids and Awards Committee (“TPBAC”), to verify the authenticity and correctness, of any or all of the documents and statements submitted herein; and that I hereby hold myself liable, criminally or civilly, for any misrepresentation or false statements made therein which shall be ground for outright disqualification and/or ineligibility of the Company from the Bidding.

 

IN WITNESS WHEREOF, I hereby affix my signature this ___ day of __________2022 in ___________ City.

 

 

(Name, Designation and Signature of Authorized Representative)

 

SUBSCRIBED AND SWORN TO before me this _____ day of (month and year) at (place), affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial regulations) issued at (City) on (date).

 

 

                                                                                                                       Notary Public

 

 

Doc. No.: ________

Page No.: ________

Book No.: ________

Series of 202_.

ANNEX F

 

Certification of Contracted Capacity of the Nominated Power Plant/s – Form

 

Republic of the Philippines     )

) S.S.

 

I, (name), (citizenship), of legal age, with office address at (address), as the (position/designation) of (name of Bid Participant), a (corporation/partnership) organized and existing under and by virtue of the laws of the Philippines hereby declare for and on behalf of (name of Bid Participant) that, based on the records of the (name of Bid Participant), the uncontracted capacity of the Nominated Power Plant and/or each of the plants in our portfolio, at the time of the Commencement Date and for the entire Cooperation Period, is as follows:

 

Customer	Period	Contracted Capacity (MW)	Status of Application pending before the ERC, if applicable

 

For and on behalf of (Name of Bid Participant)

 

By:

 

(Name, Designation and Signature of Authorized Representative)

 

 

SUBSCRIBED AND SWORN TO before me this _____ day of (month and year) at (place), affiant exhibiting to me his/her (proof of identity acceptable under Philippine notarial regulations) issued at (City) on (date).

 

 

                                                                                            Notary Public

 

 

Doc. No.: ________

Page No.: ________

Book No.: ________

Series of 202_.

 

(you may email finance@sfelapco.com for the official copy of this invitation to bid)