ORIGINAL COPY

Republic of the Philippines

ENERGY REGULATORY COMMISSION
San Miguel Avenue, Pasig City

IN THE MA1TER OF THE

APPLICATION FOR THE
APPROVAL OF THE POWER ENERGY REGULATORY COMMISSIO
SUPPLY AGREEMENT (PSA)
BETWEEN MANILA ELECTRIC
COMPANY (MERALCO) AND
SOLAR PHILIPPINES TARLAC
R M
BY

CORPORATION (SPTC), WITH

PRAYER FOR PROVISIONAL
AUTHORITY AND MOTION FOR
CONFIDENTIAL TREATMENT OF
INFORMATION

ERC CASE NO. 2017-ff RC

MANILA ELECTRIC COMPANY

(MERALCO) AND SOLAR po 6YJ 7 --
PHILIPPINES TARLAC fOJI
CORPORATION (SPTC), I
Appilcants.
x ---------------------------------- x

JOINT APPLICATION

Applicants MANILA ELECTRIC COMPANY ("MERALCO") and

SOLAR PHILIPPINES TARLAC CORPORATION ("SPTC"),
through their respective undersigned counsels, respectfully state:

1. Applicant MERALCO is a private corporation existing under

the laws of the Republic of the Philippines, with principal office located
at Lopez Building, Meralco Center, Ortigas Avenue, Pasig City. It may
be served with notices and other processes of this Honorable
Commission through its counsel at the address indicated herein.

2. MERALCO has a legislative franchise to operate and

maintain a distribution system in the cities/municipalities of Metro
Manila, Bulacan, Cavite and Rizal and certain
cities/municipalities/barangays in Batangas, Laguna, Quezon and
Pampanga, pursuant to Republic Act No. 9209, and is authorized to
charge all its customers for their electric consumption at the rates
approved by the Honorable Commission.

3. Applicant SPTC is a corporation duly organized and existing

under the laws of the Republic of the Philippines, with its principal
office address at 2/F LPL Towers, 112 Legaspi Street, Makati City,
Metro Manila. It may be served with notices and other processes of
this Honorable Commission through its counsel at the address
indicated herein.

4. SPTC is constructing, and shall own, operate, manage and

maintain a solar power plant capable of supplying electric energy up
to 85 MWAc (net), which is located in the Municipality of Concepcion,
Ta rlac.

5. Based on the power situation outlook for 2017 and

succeeding years, MERIALCO foresees a peaking capacity deficit in its
portfolio due to the expected high demand as well as possible
occurrences of scheduled maintenance shutdowns and forced outage
of power plants. Moreover, based on MERALCO's Distribution
Development Plan, from 2015 to 2024, MERALCO's aggregate capacity
requirement is forecasted to grow by a compounded average growth
rate of 3.7%.

6. In order to ensure continuous and reliable electricity for

MERALCO's customers, there is a need for MERALCO to source
additional peaking capacity through bilateral power supply contracts.

7. Under Section 45(b) of Republic Act No. 9136 (EPIRA), it

is provided that TTDistribution utilities may enter into bilateral power
supply contracts subject to review by the ERC xxf.

8. Accordingly, following extensive negotiations and the

conduct of a competitive selection process, on 06 October 2017,
MERALCO executed a Power Supply Agreement ("PSA") with SPTC, for
the purchase of electric energy generated by its solar power plant
corresponding to: (i) 75 MW (AC, net) up to 85 MW (AC, net) from the
6th to 20th
1st to 5th Contract Years; and (ii) 85 MW (AC, net) from the
Contract Years, on a take and pay basis, with proposed plant site
located in the Municipality of Concepcion, Tarlac. The conduct of a
competitive selection process proceeded as follows:

2
 8.1. On 28 June 2017, MERALCO caused the publication
of an Invitation for Price Challenge, which contained the basic
terms of reference and conditions of the proposal of an original
power supplier, indicating a summary of the process and
timelines of the Price Challenge process, and inviting power
generation companies to submit better tariff proposals on or
before the timelines set out in the said invitation. At the same
time, MERALCO caused the posting thereof on its website.

8.2. On 17 August 2017, MERALCO's Power Supply

Agreements Bids and Awards Committee (the "PSA BAC") sent a
letter-notice to the original power supplier and a qualified price
challenger, SPTC, informing them that the proposed energy price
of PhP2.9999 per kWh submitted by SPTC was found to be
the best bid. The said letter-notice also explained that the
original power supplier had the right to match the proposed
energy price of SPTC.

8.3. On 25 August 2017, the original power supplier sent

a letter-notice to MERALCO informing the latter that it is not
exercising its right to match STPC's proposed energy price of
PhP2.9999 per kWh. Thus, MERALCO's PSA BAC issued a Notice
of Award in favor of SPTC.

9. The PSA between MERALCO and SPTC, a copy of which is

attached as ANNEX "A" and made an integral part hereof, contains
the following salient features:

"2.1 Term of Agreement The Agreement shall commence on Effective

Date and shall remain in full force and effect until the last day of the
twentieth (20th) Contract Year, unless earlier terminated in accordance with
this Agreement (the "Term"); provided, that Section 4.1 (Regulatory
Approvals), Section 10.4 (Liquidated Damages), Article 11 (Miscellaneous),
Article 12 (Dispute Resolution), and Article 13 (Termination) shall be
effective upon Meralco's issuance of a notice of award to Power Supplier as
the winning power supplier after the conduct of a competitive selection
process; provided further, that the obligations of Power Supplier and
Meralco under this Agreement with respect to sale and purchase of the
Product shall be for a duration of twenty (20) years from Commencement
Date; provided finally, that termination shall not affect or excuse the
performance of either Party under any provision of this Agreement that by
its terms survives any such termination.

rAIM

3.2. Commencement Date. The "Commencement Date" shall

3
occur upon the satisfaction of the conditions below:

(a) The conditions set out in Section 3.1. have been fulfilled;

(b) Each Party has delivered to the other Party a certification

dated no earlier than two (2) Days prior to the proposed
Commencement Date to the effect that its representations
and warranties contained herein shall be true and correct in
all material respects on and as of the Commencement Date;
and

(c) On or before the Longstop Date, (i) the ERC shall have issued
an ERC Provisional Approval or ERC Final Approval of this
Agreement, including the pricing structure as set out herein
(or as otherwise acceptable to Power Supplier), and (ii) the
Acceptance Date has occurred.

Within seven (7) Days after the satisfaction of the conditions referred
to in this Section 3.2, Meralco and Power Supplier shall issue a joint
certification confirming satisfaction of such conditions and defining
the Commencement Date.

Should the Longstop Date occur without the conditions in Section 3.2
having been satisfied, the Parties may terminate this Agreement.

3.3. Scheduled Commercial Operations Date. Power Supplier

covenants that the Plant shall achieve commercial operations
upon Commencement Date.

DM

4.1 Regulatory Approvals. After signing, the Parties shall file a

joint application with the ERC for the approval of this
Agreement (the "ERC Application"). Both Parties shall
cooperate in this undertaking and Power Supplier shall provide
all the necessary support, including the submission of all the
documents required to expedite the ERC Provisional Approval
and ERC Final Approval of the Agreement and the filing of
urgent motion(s) for issuance of the ERC Provisional Approval
and ERC Final Approval, provided that:

(a) If Power Supplier fails to submit any ERC pre-filing

requirement, which results in the ERC Application not being
filed by October 20, 2017, then fifty percent (50%) of the
Performance Security shall be forfeited in favor of Meralco and
this Agreement shall be deemed automatically terminated,
unless the Parties agree otherwise in writing.

(b) If the ERC provisionally accepts filing of the ERC Application on

or before October 20, 2017 subject to the submission of
additional requirement(s) to enable the ERC to commence
evaluation of the ERC Application, then beginning January 26,
2018, Meralco will be deemed to have sourced replacement

111
 energy from WESM at the cost of Power Supplier and in
accordance with the procedure in Section 3.5.3, for a period
equivalent to the number of Days from filing of the ERC
Application until Power Supplier's submission to ERC of such
additional requirement(s).

(c) Notwithstanding Section 4.1(b), if the ERC Application is filed

and docketed on or before October 20, 2017, but Power
Supplier refuses to cooperate in securing an ERC Provisional
Approval or otherwise fails to provide any other requirement
of the ERC for the purpose of securing an ERC Provisional
Approval, then Meralco shall be entitled (but not obligated),
solely by written notice, to immediately terminate this
Agreement and forfeit the Performance Security in Meralco's
favor. Unless Meralco issues such notice terminating this
Agreement, Meralco will be deemed to have sourced
replacement energy from WESM at the cost of Power Supplier
and in accordance with the procedure in Section 3.5.3
beginning January 26, 2018, until the earlier of July 25, 2018
or Commercial Operations Date.

In the event of any disallowance in the Contract Price or the

imposition of penalties as a result of implementation of this
Agreement pursuant to (b) and (c) of this Section 4.1, the same shall
be for the account of Power Supplier.

For the avoidance of doubt, and provided that Power Supplier

complies with all its obligations under this Section 4.1, Power Supplier
shall not be responsible for replacement energy in the event that the
ERC does not issue an ERC Provisional Approval for reasons not
attributable to Power Supplier. In such a case, the Performance
Security shall not be forfeited and this Agreement shall not be deemed
terminated.

4.2 Power Supplier shall have ten (10) Business Days from notice
of ERC approval to inform Meralco in writing that (i) it accepts
such ERC Provisional Approval or ERC Final Approval,
whichever occurs earlier, or (ii) it does not accept the ERC
approval, stating the grounds for non-acceptance.

4.3 In case of Power Supplier's non-acceptance, Power Supplier

shall be free to: (i) file with the ERC a motion for
reconsideration, which, however, shall not excuse Power
Supplier from delivering the Product under the Agreement; or
(ii) terminate this Agreement upon sixty (60) days prior written
notice to Meralco; provided that, any order on a motion for
reconsideration shall be treated as an ERC Final Approval for
purposes of the processes under this Article 4; provided further
that, if the motion for reconsideration is denied by the ERC, or
granted by the ERC but still with any material term or condition
that is not acceptable to Power Supplier, Power Supplier may
terminate this Agreement upon sixty (60) days prior written
notice to Meralco.
xxx

5
5.1 OblIgations of the Part/es. Beginning on the Commencement
Date, and subject to the terms and conditions of this
Agreement, Power Supplier shall sell and deliver, and Meralco
shall pay for, the Product at the Contract Price. For this
purpose, at any time during the 51h Contract Year, Power
Supplier undertakes to submit a certification from the EPC
Contractor that the Plant is capable of generating 85 MWh of
electric energy over a continuous period of one hour. Should
Power Supplier fail to provide such certification, it shall supply
Replacement Energy to Meralco beginning the first Day of the
6th Contract Year.

Power Supplier shall, at all times from Plant testing and

commissioning, ensure compliance with terms and conditions
under its interconnection, metering and other agreements
necessary for the performance of its obligations hereunder.
For clarity, Power Supplier shall be allowed to sell and deliver
electric energy in excess of the Product from the Plant, or any
electric energy from an expansion of the Plant, to any third
party during the Term of this Agreement; provided that Power
Supplier shall ensure that there are separate and dedicated
billing meter and transmission line to measure and deliver the
Product to the transmission grid for delivery to Meralco.

Unless otherwise expressly stipulated herein, and subject to

Section 5.4, Power Supplier shall not sell and deliver power
from the Plant up to the Product to any third party or WESM
during the Term of this Agreement. Notwithstanding any
provision to the contrary, any violation of this Section 5.1 shall
be considered a Material Breach and a ground for termination
of this Agreement following the procedure in Section 13.2.

5.2 Take and Pay Contract Subject to circumstances of Force

Majeure under this Agreement, Meralco shall accept any and
all electric energy deliveries from Power Supplier up to 85 MWh
and Meralco shall pay the corresponding Contract Price for all
electric energy (in kWh or MWh) declared by Power Supplier
at the WESM for Meralco, which quantity shall be based on the
readings of Billing Meter.

5.3 Contract Pr/ce. The Contract Price is PhP 2.9999 per kwh,
subject to an annual escalation of two percent (2%), provided,
that the Franchise and Benefits to Host Communities Charge,
if any, shall not form part of and is excluded from the
computation of the Contract Price. For avoidance of doubt, all
taxes pertaining to Power Supplier, including but not limited to
the FBHC charge, shall be shouldered by, and be for the sole
account of, Power Supplier. Any violation of this Section 5.3
shall be considered a Material Breach and a ground for
termination of this Agreement upon prior notice.

MV
7.1. Subject to existing laws and rules and regulations, Meralco
shall be entitled to assign, transfer, designate, delegate or
allocate (collectively in this context, "Transfer") its rights and
obligations to purchase a portion of the Product that is no
longer required by Meralco as a result of Retail Competition
and Open Access (RCOA) or in case of any reduction in demand
of Meralco's captive customers to any of its business segments
or wholly-owned Affiliates without the prior consent of Power
Supplier, provided that such Transfer shall not result in a
material change in the obligation of Power Supplier under
Section 8.3. In the event that Meralco has two or more RES
Affiliates, Power Supplier shall have the option to choose the
RES Affiliate to which Meralco shall Transfer its rights and
obligations, which option shall be communicated to Meralco
within five (5) Days from receipt of the Transfer Notice
(defined below).

Meralco shall also be entitled to Transfer its rights and

obligations to purchase a portion of the Product that is no
longer required by Meralco as a result of Retail Competition
and Open Access (RCOA) or in case of any reduction in demand
of Meralco's captive customers to any other Person, subject to
the consent of Power Supplier, which consent shall not be
unreasonably withheld, delayed or conditioned, it being
understood that withholding consent would not be considered
unreasonable if the proposed Transfer would be contrary to
existing laws and rules and regulations and/or the reasonable
requirements of Finance Parties under the Finance Documents,
as evidenced by a written confirmation by the relevant Finance
Parties. Power Supplier shall exert reasonable efforts to (i)
procure that only the consent of Finance Parties representing
no more than seventy-five percent (75%) of the debt plus
undrawn commitments shall be required for a Transfer under
the Finance Documents; and (ii) upon written notice being
given by Meralco, procure such consent for the Transfer.

Meralco shall endeavor to cooperate with Power Supplier by

providing documents and information in relation to the
Transfer as may be reasonably required by the Finance Parties.

Power Supplier shall also be entitled to Transfer its rights and

obligations under this Agreement to any of its wholly-owned
Affiliates or Subsidiaries, subject to the consent of Meralco,
which consent shall not be unreasonably withheld, delayed or
conditioned.
xxx

7.3 Reduction in the Product. Meralco shall, from time to time, be

entitled to a reduction in Product (the "Reduction in
Product") equivalent to the reduction in the demand of its
captive customers by reason of the enforcement of Retail
Competition and Open Access, Renewable Energy Law and

7
 other Applicable Laws. For this purpose, Meralco shall give a
written notice to Power Supplier of such reduction at least five
(5) Days prior to the first day of the next Billing Period or by
such date as would be sufficient for timely notice to WESM of
such change. Upon receipt by Power Supplier of such written
notice, Meralco shall cease to have any rights and obligations
under this Agreement in respect of such Reduction in Product.

8.3 WESM and Line Rental Charges. All WESM charges attributable
to Power Supplier (e.g., WESM Market Fees) are not to be
passed on to Meralco. Line rental charges in excess of NiP
0.1000 per kwh, reckoned on a monthly basis, shall be for the
account of Power Supplier.

11.7 Change in Circumstances. The Parties shall faithfully perform

all their obligations in accordance with the provisions of this
Agreement as well as the Applicable Laws. In case of any (i)
amendment, modification or change in Applicable Laws, (ii) any
decision or order by the ERC or any court or government agency
which provides for a new or change in the interpretation of
Applicable Laws and ERC rules and regulations after the date of
this Agreement, or (iii) Change in Circumstances that would
prevent either or both Parties from performing or continuing to
perform their obligations under this Agreement, or when such
change in Applicable Law, or Change in Circumstance or the
issuance of such decision or order would cause irreparable
damage or would adversely affect the financial viability of either
Party, the Parties shall meet and negotiate in good faith within
ten (10) days from the effectivity of said amendment,
modification, or change or issuance of decision or order, to
mutually address and agree on appropriate solutions to the
problem. Failure to arrive at a solution in accordance with this
Section 11.7 within sixty (60) Days from the commencement of
such negotiations shall be a ground for termination of this
Agreement upon prior notice.

For the avoidance of doubt, neither Party shall utilize battery

storage in a manner that may affect the rights and obligations
of the Parties under this Agreement without prior notice and
agreement of the other Party. For this purpose, the use of
battery storage shall be deemed a Change in Circumstance.

NUM

13. TERMINATION

13.1. For terminations after Commencement Date but prior to

Commercial Operations Date under Sections 3.4 and 3.5,
Meralco shall, at any time prior to July 25, 2018, provide Power

E
.
 Supplier a written notice at least sixty days prior that the
Agreement shall be terminated effective no later than July 25,
2018. For clarity, replacement energy shall continue to be
procured under Sections 3.4 and 3.5 until the termination date
indicated in such written notice.

13.2. The Party not in Material Breach may terminate the

Agreement, upon sixty (60) days prior written notice to the
other Party, for any Material Breach that remains unremedied
after ninety (90) days (the "Curing Period"), subject to
Section 10.4 (Liquidated Damages). During such Curing
Period, in the event of Material Breach on the part of Power
Supplier, Power Supplier shall deliver Replacement Energy to
Meralco at the actual price sourced by Power Supplier or
Contract Price, whichever is lower, provided that Power
Supplier shall exert best efforts to source Replacement Energy
in the least cost manner; while in the event of Material Breach
on the part of Meralco, Power Supplier may opt to sell the
Product to WESM or third parties, subject to existing ERC rules
and regulations."

10. Based on the foregoing, given a certain set of assumptions,

the annual effective rate under the PSA is Php2.9999 per kWh (at plant
gate), as shown in the rate impact analysis below:

Solar Philippines tarlac Corporation PSA - Rate Impact

(YEAR 2018)

8ILLING COMPONENT UNIT I BASE RATE IWNG DETERMINANT 1 AMOUNT (PH!)

Energy Payment
Contract Price (Php/JcW14 2.9999 137.751.000 (Ii) 413,239,224.91

TOTAL PAYMENT (Php) 413,239,224.90

Effective Rate at Plant Gate (Php/kWh) 2.9999

WESM tin. Rental Rate (Php/kW4 0.1000

Delivered Rate (Php/kWh) 3.0999

Effective Cost at WESM p,p 11 (Php/kWb)

Increase I (Decrease) over WESM Price (Php/kWb)

Meralco Captive Energy Deman&' ) (kWh)

Increase / (Decrease) In Generation Cost (Php)

Increase / (Decrease) In Generation Con (Php/kt

Assympthims
Base Rates as set forth In Schedule I of the P5*
CM Energy billing detesminant based on 85,000kw contact capacity and 18.50% solar plant capacity factor
Irl tine Rental rate for SPTC Is based on maximum allowable value as stated In the P5*
Id] Cost If equivalent volume of SPTC was sourced from the WISM based on forecast weighted awtage of Jan. Dec 2018 hourly prices from 6am to 6pm
Meralco Captive Energy Demand based on 2018 forecast

11. Also, as seen in the rate impact above, given a similar set
of assumptions, the simulated delivered price under the PSA would be
Php3.0999 per kWh, resulting in a reduction of MERALCO's generation
charge by about PhpO.0033 per kWh.
 12. It bears emphasis that, as previously mentioned, based on
MERALCO's foreseen peaking capacity deficit in its portfolio due to the
expected high demand as well as possible occurrences of scheduled
maintenance shutdowns and forced outage of power plants, there is
an urgent need for the provisional approval of the PSA.

13. Verily, this Honorable Commission's approval of the PSA

will send strong signals to renewable or solar energy generation
projects in the Philippines, and thus, set the pace for infusion of similar
investments by the private sector.

14. Likewise, in support of the instant Joint Application and

pursuant to Rule 6 (Pre-Filing Requirements) of the Rules of Practice
and Procedure of this Commission, the Applicants provide the following
documents:

Description of Document Annex

MERALCO's Articles of Incorporation C
MERALCO'S By-Laws D
MERALCO's latest General Information Sheet (GIS) E
MERALCO's Demand Side Management program F
MERALCO's Distribution Development Plan; with G
Average Daily Load cue scenarios; and G-1
Supply and Demand Scenario * G2*
Write-up on Non-Applicability of National Power Corporation (NPC) G-3
Certification
Documents showing MERALCO's conduct of ) Competitive Selection H and
Procurements (CSP) series
SPTC's SEC Certificate of Registration I
SPTC's Articles of Incorporation 3-1
SPTC By-laws 3-2
Write Ups on Non-Applicability of the following: K and
• Shareholders' Agreement series
• All details on the procurement process of fuel including
requests, proposals received, tender offers, etc.; Fuel
supply agreement; sworn statement detailing how the fuel
was competitively procured, contract terms, unbundled
price components (product cost, transhipment, delivery
container, etc.)
• Other documentation that may be needed by the ERC in the
course of the evaluation, such as, but not limited to the
following:
o Certification (from the engine manufacturer or
IPP) of the net heat rate (initial and every after
major maintenance schedule) in liters per kWh
o Simulation of the no. of operating units necessary
to meet MEOT and/or additional energy/demand
requirements of the DU

10
 o Potential Cost (absolute amounts and PhP/kWh)
of Ancillary Services as and when the IPP or the
DU is connected to the main grid

SPTC's latest General Information Sheet (GIS) I

SPTC's Corporate Structure L-i
Write-up on and Board of Investment (BOl) Certificate of M
Registration for SPTC's solar power plant with attached terms and
conditions
Amended and original Environmental Compliance Certificates (ECC5) N-i and
for SPTC's solar power plant N-2
Write-up on and SPTC's Application for Certificate of Compliance 0
(COC) for its solar power plant
DOE Certificate of Endorsement (C0E) for SPTC's solar power plant P
DOE letter on and Solar Energy Service Contract for SPTC's solar Q-i and
power plant 0-2
SPTC's DOE Certificate of Registration R
Transmission line project details and SPTC's Application for Authority S-i
to Develop, Own, and Operate a Dedicated Point-to-Point Limited and
Transmission Facilities for its solar power plant S-2
Project Feasibility Study* T*
Executive Summary of the PSA U -
Source of Funds! Financial Plans * V and
Generation Rate and Derivation * ser ies*
Cash Flow *
All cost analysis related to the generation in support of the proposed
pricing provisions of the contract *
All relevant technical and economic characteristics of the generation W
capacity; Installed Capacity, Mode of Operation, Dependable
Capacity; Auxiliary load; Scheduled and Unscheduled Outages;
Basis/Justification of day used
SPTC's Latest and Complete Set of Audited Financial Statements X
(Balance S_heet, Income Statement,_andStatement of cash flows)
* Subject of the Motion for Confidential Treatment of Information.

ALLEGATIONS IN SUPPORT OF
PROVISIONAL AUTHORITY

15. It is reiterated that the timely implementation of the PSA

will best serve the interests of the consumers.

15.1. Considering that SPTC's solar power plant is

expected to achieve commercial operations in the fourth quarter
of 2017, an immediate implementation of the PSA would redound
to the benefit of the consumers in terms of environmental
benefits and would also contribute to the government initiative
of encouraging the development of renewable energy in the
country. Further, SPTC undertakes to provide replacement

11
 energy at the Contract Price even prior to commercial operations
of SPTC's solar power plant, subject to the provisions of the PSA.

15.2. Verily, the Php2.9999 per kWh rate under the PSA is
significantly lower than the prevailing Feed-In Tariff (FIT) rates
and the lowest tariff offer that MERALCO has received thus far
for a solar technology.

15.3. The simulated delivered price of Php3.0999 per kWh

provides for a much lower cost of power compared to the
simulated effective cost at WESM of Php3.8524, thereby
resulting in savings to the consumers of about PhpO.7525 per
kWh.

16. In support of this Joint Application and the prayer for

issuance of a Provisional Authority, the Judicial Affidavit of MR.
CIPRINILO C. MENESES, Head of MERALCO's Energy Sourcing
Office, is attached hereto as ANNEX "B."

ALLEGATIONS IN SUPPORT OF
MOTION FOR CONFIDENTIAL TREATMENT OF INFORMATION

17. With respect to the document marked and attached as

ANNEX "G-2" (Supply and Demand Scenario of MERALCO), MERALCO
respectfully moves that it be treated as confidential and not be
disclosed to any party for the reason that it contains information which
are commercially sensitive in nature and may affect price offers that
MERALCO may receive under a power supply agreement. In addition,
such information falls within the bounds of valuable proprietary interest
under TTtrade secrets" which are entitled to protection under the
Constitution, statutes, and rules and regulations.

18. With respect to the documents marked as Annexes "T"

and "V and series", SPTC respectfully moves that they be treated as
confidential and not be disclosed to any party since these documents
contain numbers, methodology, and calculations which provide
valuable information and insight on how SPTC arrives at its power
generation rate and would accordingly reflect SPTC's bidding strategy
for distribution utilities undertaking competitive process for the
selection of their power suppliers, and SPTC's trading in the WESM.
They also contain information regarding the debt or equity ratio, capital
costs, weighted average cost of capital, and fuel cost, among other
information. All these information are considered classified business

12
information by SPTC, which, if released to the public including its
competitors, would place the latter at an undue advantage against
SPTC. In addition, such information falls within the bounds of valuable
proprietary interest under "trade secrets" which are entitled to
protection under the Constitution, statutes, rules and regulations.

19. Under Rule 4 of the ERC Rules of Practice and Procedure,

the Honorable Commission may, upon request of a party and
determination of the existence of conditions, which would warrant such
remedy, treat certain information submitted to it as confidential.
Pursuant to such provision, the Applicants respectfully pray for the
issuance of a protective order declaring Annexes "6-2," "T" and "V
and series" as confidential information, since the Applicants intend to
present them as evidence in the instant Application.

20. Information, which falls within the definition of a trade

secret, as defined by jurisprudence is clearly information which merits
the confidential treatment provided for under Rule 4 of the ERC Rules
of Practice and Procedure. Annexes "6-2," "T" and "V and series"
should therefore be entitled to the protection of confidential
information provided under Rule 4 of the ERC Rules of Practice and
Procedure.

21. The Applicants hereby submit one (1) copy of each of the
foregoing confidential documents in a sealed envelope, with the
envelope and each page of the document stamped with the word
"Confidential TT

WHEREFORE, premises considered, it is respectfully prayed

that the Honorable Commission,

(i) issue an Order GRANTING PROVISIONAL

AUTHORITY to implement the PSA;

(ii) issue an Order TREATING Annexes "6-2," "T" and "V

and series" AS CONFIDENTIAL INFORMATION pursuant to Rule
4, Section 1 of the ERC Rules of Practice and Procedure and prescribing
the guidelines for the protection thereof; and

(iii) after hearing on the merits, render a Decision

APPROVING THE PSA between Applicants MERJALCO and SPTC.

13
Pasig City and Makati City for Pasig City, 16 October 2017.

MANILA ELECTRIC COMPANY

Co-Applicant
Lopez Building, Ortigas Avenue,
Barangay Ugong, Pasig City

in

FRANCIS DI
Roll/of Attorneys No. 48145
PTR No. 2684871; 01/27/ 17; Pasig City
IBP No. 1061089; 01/10/17; RSM
MCLE Compliance No. V-0004608; 6 November 2014

CcEStMOs
Roll of Attorneys No. 55945
PTR No. 2684872; 01/27/17; Pasig City
IBP No. 1061090; 0 1/10/17; RSM
MCLE Compliance No. VI-0000248; 11 July 2016

ANGEL' SMONTEZA
Roll of Attorneys No. 55575
PTR No. 2684878; 01/27/17; Pasig City
IBP No. 1061091; 01/10/17; RSM
MCLE Compliance No. VI-0000242; 11 July 2016

7th Floor, Lopez Building,

Ortigas Avenue, Barangay Ugong, Pasig City
Tel no. 1622-2260; Fax No: 1622-3550

14
 GATMAYTAN YAP PATACSIL
GUTIERREZ & PROTACIO'
Counsel for SPTC
30/F 88 Corporate Center
Sedeño corner Valero Streets
Salcedo Village, Makati City
Tel. Nos.: (632) 894-0377 to 79;
(632) 894-4931 to 32; (632) 552-1977
Fax Nos.: (632) 552-1978

By: BEN1OR.YAP
PTR No. 5915321; 1/6/2017; Makati City
IBP No. LRN No. 013932
Email address: [email protected]
Roll No. 43257
MCLE Compliance No. V-0014979; 2/19/2016; Pasig City

VLADI MRUEL S. LAZARO

PTR No. 59153'24; 1/6/2017; Makati City
IBP No. 1062711; 1/9/2017; Calmana
Email address: [email protected]
Roll No. 59608
MCLE Compliance No. V-,QQ16909; 3/16/2016; Pasig City

ANDRENE MTIPU NAN

PTR No. 59153 1/6/2017; Makati City
IBP No. 1062742; 1J9/2t17; Makati City Chapter
Email address: [email protected]
Roll No. 62407
MCLE Compliance No. V-0016904; 03/16/2016; Pasig City

1
Pursuant to Office of the Court Administrator Circular No. 56-2015, the MCLE Compliance
Numbers of the undersigned firm's name partners are as follows:

Name MCLE Compliance No. Date of Issuance

Jaime Renato B. Gatmaytan V-0020890 5/2/2016
Ben Dominic R. Yap V-0014979 2/19/2016
Norma Margarita B. Patacsil V-0014967 2/19/2016
Anthony Mark A. Gutierrez V-0011252 10/20/2015
Jesus Paolo U. Protacio V-0014969 2/19/2016

15
 KATRINE PAULA V. SUYAT
PTR No. 5915335; 1/6/2017; Makati City
IBP No. 1062748; 1/9/2017; Pangasinan Chapter
Email address: [email protected]
Roll No. 63734
MCLE Compliance No. V-0016975; 03/16/2016; Pasig City

16
REPUBLIC OF THE PHILIPPINES )
CITY OF PASIG )
S.S.

VERIFICATION
AND CERTIFICATION OF NON-FORUM SHOPPING

I, JOSE RONALD V. VALLES, Filipino, of legal age, married, with office

address at 7 th Floor, Lopez Building, MERALCO Compound, Ortigas Avenue,
Barangay Ugong, Pasig City, after being sworn in accordance with law, hereby
depose and say that -

1. I am the Vice President and Head, Regulatory Affairs Office, of

Applicant Manila Electric Company ("MERALCO"). In such capacity, I have caused
the preparation and filing of the foregoing Application;

2. Moreover, I have been authorized by the Board of Directors of

L1ERAALCO to certify that Applicant has not heretofore filed any similar action,
pleading or application involving the same issues before the Supreme Court, the
Court of Appeals or any other lower courts or administrative bodies. A copy of the
Secretary's Certificate authorizing me to cause the preparation of the instant
Application and sign this Verification and Certification is attached hereto as
ANNEX "Y";

3. I have read and understood the allegations contained therein and

the same are true and correct based on my personal knowledge and authentic
records made available to me in the ordinary course of business of MERALCO;

4. To the best of my knowledge, no similar action or proceeding is

pending before the Supreme Court, the Court of Appeals, the lower courts or
administrative bodies;

5. If I should hereafter learn that a similar action has been filed before
the Supreme Court, the Court of Appeals, the lower courts or administrative
bodies, I undertake to report such fad to this Honorable Commission within five
(5) days from notice of such fact.

IN WITNESS WHEREOF, I have hereunto affixed my_signature this 16th

day of October 2017 at Pasig City, Philippines.

ALD V.
Afflant

16th day of October 2017,

SUBSCRIBED and SWORN to before me this
affiant having exhibited to me his Social Security System ID bearing the number
33-10900088.

Doc No '° ATTY.MA.EIfJZACAM!LLVB.YAMAMQTU

D
1age..o. 1 , NotaryPublic
Book No. V ;
Pas,sanJuanandPateos
Issued on July 24, 2017at Pasig City
Series of 2017.
Appointhient No. 192(2017-2018)
Roll No. 59329! IBP No.1062728! 01.09-17 RSM Chaptec
PTR No. 26825581 01.02-17 Pasig City
17 MCLEVW0002591 07.1 1.16
8th Floor Lopez Bldg. Orbgas Avenue, Pag City
REPUBLIC OF THE PHILIPPINES)
MAKATI CITY )s.s.

VERIFICATION AND CERTIFICATION

OF NON-FORUM SHOPPING

I, Leandro Antonio L. Leviste, Filipino, of legal age, and with office address at 2nd
Floor LPL Towers, 112 Legaspi Street, Makati City, .after having been sworn in
accordance with law depose and state:

1. I am the President and duly appointed attorney-in-fact of Solar

Philippines Tarlac Corporation ("SPTC"), the Co-Applicant in this case.

2. I caused the preparation of the foregoing Joint Application. I have read

the allegations therein and certify that the same are true and correct of my own
knowledge and belief and based on authentic documents made available to me in the
ordinary course of business of SPTC.

3. Moreover, I have been authorized by the Board of Directors of SPTC to

certify that SPTC, the Co-Applicant, has not heretofore filed any similar action,
pleading or application involving the same issues before the Supreme Court, the Court
of Appeals or any other lower courts or administrative bodies. Copies of the Secretary's
Certificates authorizing me to cause the preparation of the instant Joint Application
and sign this Verification and Certification and the law firm of Gatmaytan Yap Patacsil
Gutierrez & Protacio to prepare and file the instant Joint Application are attached
hereto as ANNEXES "Z" and "Z-1", respectively.

4. To the best of my knowledge, SPTC has not commenced any action or

proceeding involving the same issues before any other tribunal or quasi-agency, and
to the best of my knowledge, no such action or proceeding is pending involving the
same issues and parties.

5. If SPTC or I should hereafter learn that the same or similar petition or

proceeding has been filed or is pending, I undertake to promptly inform the Honorable
Commission within five (5) days therefrom.

IN WiTNESS WHEREOF, I have hereunto set my hand on 16th day of October

2017 in Makati City, Philippines.

Leandro Antonio L. Leviste

Affia nt

SUBSCRIBED and SWORN, to before me on this 16th day of October 2017,

at Makati City, by Affiant who has satisfactory proven to me his identity through his
Passport No. P2911921A issued at DFA Manila on 05 May 2017, valid until 04 May
2022, and that he is the same person who personally signed before me the foregoing
Verification and Certification of Non-Forum Shopping and acknowledged that he
executed the same.

Doc. No. Q9;

Page No. 5't ; IfitN'fAO1J1lL
Book No. II; 1REN1ifMNflMt(U'flTLLA
Notary Ruqiic for and in the City of Makati
Series of 2017. Appointment No. M431 (2017-2018)
2/F LPL Towers, 112 Legaspi Street,
- Makati City 1229
Attorney's Roll No. 64106
PTR No. 5926625; 01/12/2017, Makati City
IEP No. 1007266, Ufetime/04-16.2015, Antique
MCLE Compliance No. V.0019617; 04/22/2016