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X------X Date: .~~!3,F.?~.~.,.~Rm Republic of the Philippines ENERGY REGULATORY COMMISSIO San Miguel Avenue, Pasig City IN THE MATTER OF THE APPLICATION FOR APPROVAL OF THE INTERIM POWER SUPPLY AGREEMENT (IPSA) BETWEEN MANILA ELECTRIC COMPANY (MERALCO) AND PANASIA ENERGY, INC. (PANASIA) ERC CASE NO~ 2014-042 RC MANILA ELECTRIC COMPANY (MERALCO), Applicant. DOCKliTliD x----------------------x Date: .~~!3,f.?~.~.,.~rm. -my: _ ••.ttY.:&llU"-__ ORDER On April 10, 2014, Manila Electric Company (MERALCO) filed an application for the approval of its Interim Power Supply Agreement (IPSA) with Panasia Energy, Inc. (PANASIA). In the said application, MERALCO alleged, among others, the following: 1. It 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; 2. It 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 8atangas, Laguna, Quezon and Pampanga, pursuant to Republic Act No. 9209, and is authorized to charge all its customers for ERC CASE NO. 2014-042 RC ORDER/April 21, 2014 Page 2 of 19 their electric consumption at the rates approved by the Commission; 3. PANASIA is a corporation duly organized and existing under the laws of the Republic of the Philippines, with office address at E-3204-B Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City. It operates and manages the energy output of the 540 MW diesel-fired combined cycle power plant in Limay, Bataan (Limay Plant); 4. Based on the power supply forecast of the System Operator, National Grid Corporation of the Philippines (NGCP), for the supply period April to June 2014, the reserve capacity will be below the required Contingency Reserves due to scheduled maintenance shutdowns and forced outages of major baseload coal- and gas-fired power plants in Luzon; 5. In view thereof, there is a need for it to source the corresponding deficiency from interim bilateral supply agreements with power suppliers with available uncontracted capacity, to mitigate exposure to the Wholesale Electricity Spot Market (WESM), for the supply period April to June 2014. Under Section 45 (b) of Republic Act No. 9136, otherwise known as the "Electric Power Industry Reform Act of 2001" (EPIRA), it is provided that "distribution utilities may enter into bilateral power supply contracts subject to review by the ERG xxx'" , 6. On April 8, 2014, it executed an IPSA with PANASIA for the purchase of up to 270 MW of electric power on a non- firm basis from trading interval 1000H to 2100H during Mondays to Saturdays from the Limay Plant; 7. The IPSA it executed with PANAS lA, a copy of which is attached to the application as Annex "B" and made an integral part thereof, contains the following salient .features: "Article 1 Term and Effectivity 1.1 Term of Agreement 1.1.1 This Agreement shall become effective immediately upon issuance of the Final ERC CASE NO. 2014-042 RC ORDER/April 21, 2014 Page 3 of 19 Approval (FA) by the ERC and shall expire on June 30, 2014 ("Term"), unless terminated earlier in accordance with the terms of this Agreement or extended by the Parties. 1.1.2 Parties may extend the Term of the Agreement. Unless otherwise agreed upon by the Parties, the terms and conditions of this Agreement shall continue to apply during any extension of the Tem; 1.2 ERC Approval 1.2.1 Within five (5) days after the date of this Agreement, MERALCO shall file an application with the ERC for the approval of this Agreement (including the Contract Price, as defined in Section 4.1) ("ERC Application"). MERALCO shall be solely responsible for the preparation and filing of the ERC Application. 1.2.2 Power Supplier shall endeavor to cooperate with MERALCO with respect to the ERC Application. 1.2.3 If in connection with the ERC Application, the ERC FA requires any portion of the Contract Price to be adjusted, the parties may agree to renegotiate the terms of this Agreement, within seven (7) days from the issuance thereof. If upon renegotiation, the Power Supplier finds the terms unacceptable, it may, at its option, terminate this Agreement immediately. Article 2. Sale and Purchase of Contract Energy 2.1 Supply of Power Subject to the terms and conditions of this Agreement: 2.1.1 Immediately upon effectivity of this Agreement p'ursuant to Section 1.1.1, Power Supplier shall make available, sell ERC CASE NO. 2014-042 RC ORDER/April 21, 2014 Page 4 of 19 and deliver to MERALCO and MERALCO shall purchase from Power Supplier the Contract Energy at the Contract Price. 2.1.2 Power Supplier shall not, without MERALCO's prior written consent, sell, divert, transfer, dedicate, reserve or assign all or any portion of the Contract Energy to any Person other than MERALCO. 2.1.3 Power Supplier shall not be entitled to any planned/scheduled outage allowances. 2.1.4 Power Supplier shall not be obliged to deliver any energy from the Plant during instances of force majeure, outages which are considered as "forced or unplanned outage" in nature, or other reasons similar to the foregoing. Moreover, in case of any force majeure, forced or unplanned outage or deration, or any other similar reason which results in the available capacity falling below the Contract Energy, Power Supplier shall not be obliged to provide for the corresponding shortfall. In such a case, MERALCO shall procure replacement power from the WESM. xxx Article 4. Contract Price, Billing and Payment 4.1 Contract Price The Contract Price is the straight energy price of PhP13.26/kWh (Value-Added Tax [VAT] exclusive ). xxx 4.3 Payments 4.3.1 Provided that MERALCO receives the Final Invoice within the time set forth in Section 4.2, each Final Invoice shall be due and payable not later than the last day of the calendar month following the month in ERC CASE NO. 2014-042 RC ORDER/April 21, 2014 Page 5 of 19 which the end of the Billing Period for such Final Invoice relates; provided that if such day is not a business day, then the Final Invoice shall be due and payable on the .next succeeding business day (each such date, a "Payment Date"); provided further that MERALCO shall not be required to make payment on any Final Invoice that is manifestly in error, apparently invalid or not in the form or substance contemplated by this Agreement. 4.3.2 If MERALCO disputes all or any portion of a Final Invoice for a reason other thana manifest error in, or the patent invalidity of, such Final Invoice, MERALCO shall, nonetheless, pay the full amount of such Invoice. Any payment by MERALCO under this Section is without prejudice to MERALCO's right at a later date to dispute, protest or question any amount so paid. xxx Article 5. Taxes, Fees and Costs 5.1 Responsibility for Taxes, Fees and Costs 5.1.1 Power Supplier shall be responsible for and shall make timely payment of the following amounts: (a) WESM Costs attributable to Power Supplier; (b) Benefits to Host Communities Charges; and (c) VAT on the foregoing amounts, if any. Power Supplier shall also be liable for the payment of all other existing taxes, fees, charges and costs (including penalties) arising from this Agreement that properly pertain to the business of Power Supplier. ERC CASE NO. 2014-042 RC ORDER/April 21, 2014 Page 6 of 19 5.1.2 MERALCO shall be responsible for and shall make payment of the following amounts in connection with the purchase of Contract Energy: (a) VAT on Contract Energy in accordance with SIR Memorandum Circular No. 61-2005 and ERC Resolution No. 20-2005, except in respect of any portion thereof that applies to VAT zero-rated and VAT- exempt customers of MERALCO; (b) WESM line rental charges for the transmission of Contract Energy from the Plant to the Delivery Point; (c) NGCP Charges with respect to the Contract Energy; and (d) WESM Costs attributable to MERALCO. Notwithstanding this Section, "MERALCO shall, at all times, be liable for payment of all other existing taxes, fees, charges and costs (including penalties) arising from this Agreement that properly pertain to the business of MERALCO. xxx Article 9. Termination 9.1 Either Party shaH have the right to terminate this Agreement by serving thirty (30)-day advance written notice to the other due to violation of any of the provisions hereof or any of the grounds provided for herein, without prejudice to Section 1.2.3 whenever applicable; Provided, that the termination under this Section shall not prejudice the right of the aggrieved Party to seek reimbursement or indemnification from the Party at fault, for any damages or losses that may be incurred as a result of the termination. 9.2 This Agreement is deemed terminated if: ERC CASE NO. 2014-042 RC ORDER/April 21, 2014 Page 7 of 19 (a) After forty (40) Days from filing of the ERC Application, the ERC has not issued an ERC FA of this Agreement; or (b) After ERC FA has been issued, Power Supplier is not amenable to any changes in the terms and conditions of the Agreement, including the rate, as may be provided in the ERC FA, pursuant to Section 1.2. 9.3 In the event of pre-termination of this Agreement on grounds as provided in this Agreement, MERALCO shall purchase energy from the WESM. xxx" 8. In accordance thereto, the simulated delivered price under the IPSA for the months of April to June 2014 is PhP13.56 per kWh as shown in the sample calculation below: Rate Impact of Limay Interim PSA April 2014 • June 2014 Dispatch cerlVered Price • Cost if Sourced
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