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64.2.2.4. Subject to Section 91, proof of posting of performance bond as
provided in Section 65.

CHAPTER IX — RE RESOURCES UNDER NEW EMERGING TECHNOLOGIES

For other RE Resources which are developed through emerging RE technologies and
are not enumerated in Chapters III to VIII of this Circular, the REMB shall develop a
regulatory framework for the exploration, development, utilization and
commercialization of such RE Resources utilizing such emerging technologies. In the
absence of such regulatory framework, the procedures governing a particular RE
Resource that is most analogous to the emerging technology shall be adopted.

CHAPTER X — ADMINISTRATION OF RENEWABLE ENERGY CONTRACTS

65. Performance Bond. Subject to Section 91, the RE Developer shall post a bond
or any other guarantee of sufficient amount, but not less than the minimum
expenditures commitment for the applicable Contract Year, which shall be a condition
precedent for the effectivity of the RE Contract: Provided, That RE Projects with a
capacity of five megawatts (5 MW) or below shall be exempt from such requirement.
The bond or other guarantee shall be in the form of cash, manager's check, standby
letter of credit with drawing certificate or bank guarantees, or surety bond issued by
surety or insurance company duly accredited and of good standing under applicable
rules and regulations.

If the RE Developer, through its own fault, fails to observe or perform its work
obligations under the Work Program, the DOE, upon prior written notice, may proceed
against the performance bond or other guarantee: Provided, That should the work
obligations under the Work Program be fulfilled, and through the efficiency of the RE
Developer, the corresponding actual expenditures thereon are lower than the
estimated expenditures stated in the Work Program, the same shall be considered as
full compliance of the work obligations.

A valid and subsisting performance bond is required to be maintained annually until:

65.1. Biomass, Waste-to-Energy and Solar Power Projects -— The RE
Developer submits a duly executed Engineering, Procurement and
Construction (EPC) contract which shall be subject to the evaluation and
validation by the DOE for a period not exceeding ninety (90) days from
submission of the EPC contract; Provided, That, the RE Developer shall,
as applicable, maintain or extend the performance bond until the end of
the ninety (90)-day period: Provided, further, That, if the EPC contract is
submitted prior to the submission of proof of Financial Closing, the RE
Developer shall, as applicable, maintain or extend the performance bond
until submission of the proof of Financial Closing, or until the end of the
ninety (90) day period for the evaluation and validation by the DOE of
the EPC contract, whichever comes later.

65.2 Geothermal, Hydropower, Ocean Energy, and Wind Energy Projects -
The RE Developer submits a duly executed Engineering, Procurement
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and Construction (EPC) contract which shall be subject to the evaluation
and validation by the DOE for a period not exceeding ninety (90) days
from submission of the EPC contract; Provided, That, the RE Developer
shall, as applicable, maintain or extend the performance bond until the
end of the ninety (90)-day period: Provided, further, That if the EPC
contract is submitted prior to the submission of DOC, the RE Developer
shall, as applicable, maintain or extend the performance bond until the
issuance of the COCOC, or until the end of the ninety (90) day period for
the evaluation and validation by the DOE of the EPC contract, whichever
comes later.

The obligation to post the performance bond or other guarantee shall cease upon the
lapse of the period for evaluation and validation: Provided, That the DOE shall audit
the performance of the RE Developer after two (2) years from the submission of the
EPC contract or submission of proof of Financial Closing or issuance of the COCOC,
as the case may be, whichever comes later: Provided, further, That if the RE
Developer incurs unreasonable delay in undertaking the construction activities per
approved Work Program for an aggregate period of one (1) year within such period,
the DOE shall cancel the RE Contract unless the RE Developer posts a performance
bond equivalent to thirty percent (30%) of the cost of the financial commitment for the
applicable Contract Year: Provided, finally, That the budgetary estimate for the
activities that were not completed shall form part of the financial commitment for such
Contract Year and shall be accounted for in computing the amount of the performance
bond or other guarantee for such Contract Year.

In case of Additional Investments, the RE Developer shall post a performance bond
or other guarantee of sufficient amount, but not less than the approximate cost of the
duties and other charges that would have been due if the RE equipment, machinery
or materials are imported without duty-free incentive, as may be determined by REMB
based on the computation submitted by the RE Developer. Such performance bond
or other guarantee shall be conditioned upon the actual increase of the installed
capacity by ten percent (10%) for Geothermal Energy Projects and thirty percent
(30%) for other RE Projects, and shall be maintained until the RE equipment,
machinery or materials are installed and for ninety (90) calendar days from the last
day of validity of the performance bond, if necessary, for the DOE’s evaluation and
validation.

66. Updating of RE Projects Data to the EVOSS System and DOE Website. The
following shall govern the posting and updating of RE Contracts awarded and pending
RE Applications on the DOE website.

66.1. The REMB-Technical Service Management Division (TSMD), in
coordination with the relevant REMB divisions, shall collate and update
the list of RE Contracts awarded and RE Applications filed and under
evaluation on a quarterly basis. Upon full operation of the EVOSS
System, the updating of data shall be in accordance with the periods
provided in the system.

66.2. All concerned DOE units shall provide updates to the EVOSS System
and DOE website.
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66.3. All RE Developers shall be required to register with the EVOSS System
for regular updating of their respective RE Projects.

67. Transition from Pre-Development Stage to Development/Commercial Stage.
The RE Service Contract shall transition from the Pre-Development Stage to
Development/Commercial Stage only after issuance by the DOE of a COCOC.

67.1. Procedure for the Transition from Pre-Development to
Development Stage. An application for DOC shall be processed, as
follows:

67.1.1. The RE Developer shall submit through the EVOSS System the
application for DOC and the complete documentary
requirements specified in Annex “O” of this Circular prior to the
expiration of the Pre-Development Stage. The concerned
REMB Division shall determine the completeness and
consistency of the submission within three (3) working days.

67.1.1.1.If, at the time the Application for DOC is filed, the
acceptable proof of ownership or possessory rights,
such as certificates of title, contracts, deeds, or
agreements granting ownership or the right to possess
or an exclusive option to acquire the ownership or the
right to possess the real properties are not available and
the Production Area is not subject of a conflicting claim,
the RE Developer shall submit an Affidavit of Acquisition
of Possessory Rights executed strictly in accordance
with the template provided in Annexes “N-3” or “N-4”
hereof and a copy of the Board Resolution authorizing
the affiant to execute the instrument on behalf of the RE
Developer.

The RE Developer shall submit the acceptable proof of
ownership or possessory rights and supporting
documents prior to commencement of construction
activities. The RE Developer cannot commence
construction activities without the submission of such
documents.

67.1.2. If the submission is complete, the concerned REMB Division,
ITMS and LS shall conduct the evaluations and upload the
evaluation results through the EVOSS System within nine (9)
calendar days.

67.1.3. Within two (2) calendar days after evaluation, the concerned
REMB Division shall consolidate the evaluation results and
recommend the issuance of:
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67.1.3.1.The COCOC, if the evaluations found the DOC
satisfactory; or

67.1.3.2.A written notice to the RE Developer indicating that it has
to correct any deficiencies and/or satisfy the
requirements for issuance of the COCOC in accordance
with Section 67.1.1, if any evaluation found the DOC
unsatisfactory.

67.1.4. Upon receipt of the recommendation, the REMB Director shall:

67.1.4.1.Endorse the issuance of the COCOC to the DOE
Secretary for approval, through LS, the Supervising
Assistant Secretary and Undersecretary. LS and
REMB’s Assistant Secretary and Undersecretary shall
act on the recommendation within one (1), two (2), and
two (2) calendar days, respectively, while the DOE
Secretary shall act on the endorsement within seven (7)
calendar days;

67.1.4.2. Sign the written notice. In such cases, REMB shall notify
the RE Developer through the EVOSS System to rectify
the submission within thirty (30) calendar days.
Thereafter, REMB shall comply with the procedure
below:

67.1.4.2.1.Failure of the RE Developer to submit
supplementary documents’ within the
prescribed period shall be deemed an
abandonment of the DOC Application. REMB
shall notify the RE Developer and the
concerned DOE bureaus/services of the
disqualification through the EVOSS System.

67.1.4.2.2.If the RE Developer submits supplementary
documents within the prescribed period
above, the concerned DOE bureaus/services
shall check the completeness of the
rectification documents within three (3)
working days from receipt thereof. The RE
Developer shall have the remainder of the
period of the rectification to submit the lacking
documents. Upon receipt of the said
documents, reevaluation shall proceed in
accordance with the next succeeding
subparagraph.

67.1.4.2.3.The concerned DOE bureaus/services shall
be notified by the EVOSS System of the
submission, which — shall finish the
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67.3.

67.4.

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simultaneous technical and legal evaluations,
and area verification within four (4) calendar
days. Thereafter, the concerned REMB
Division shall consolidate the results of the re-
evaluation within two (2) calendar days.

67.1.4.2.4.Should the RE Developer still fail to pass any
of the subsequent evaluations, the concerned
REMB_ Division shall recommend the
disapproval of the DOC Application to the
REMB Director.

67.1.4.2.5.Should the RE Developer pass the
subsequent evaluations, the concerned
REMB Division shall endorse the issuance of
the COCOC to the REMB Director. The latter
shall then proceed in accordance with
Section 67.1.4.1.

67.1.4.3. Endorse the disqualification of the DOC Application to
the Supervising Assistant Secretary who shall then issue
a formal notice to the RE Developer stating the basis of
the disapproval. REMB shall notify the RE Developer
and the concerned DOE bureau/services of the
disqualification through the EVOSS System.

67.1.5. In every case, the concerned REMB Division shall upload the
signed letter or the COCOC in the EVOSS System within two
(2) calendar days from the Secretary's approval and notify the
RE Developer to receive the said documents not later than
thirty-one (31) calendar days from confirmation of completeness
and consistency of the submission.

If the written notice under Section 67.1.4.2 is issued during the Pre-
Development Stage, the RE Developer shall have the remainder thereof
to correct any deficiencies and/or satisfy the requirements for issuance
of the COCOC. If the written notice is issued after the expiration of the
Pre-Development Stage, the RE Developer shall be given a one-time
opportunity to rectify its submission within thirty (30) calendar days from
receipt of the result of evaluation.

Failure of the RE Developer to file the application for DOC, or correct any
deficiencies or otherwise satisfy the requirements for issuance of the
COCOC within the applicable periods above shall be a cause for the
termination of the RE Service Contract.

The date of issuance of the COCOC shall be considered the date of
transition of the RE Service Contract from Pre-Development Stage to
Development/ Commercial Stage, which shall be reflected in the
COCOC.
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67.5. Upon transition from the Pre-Development to Development Stage of the
RE Service Contract, the Contract Area shall be amended, if necessary,
to cover the Production Area only.

68. Conversion to the New RE Contract Template. Within one (1) year from the
effectivity of this Circular, an RE Developer may apply for conversion of its RE Contract
to the new RE Contract templates provided in Annexes “A” to “K” hereof. However, the
period of the RE Contract to be issued in relation thereto shall be the balance of the
contract term remaining under the existing and valid service/operating contract or
agreement.

68.1. Availability of Certificate of Authority.

68.1.1. RE Developers whose RE Contracts were awarded within one
(1) year, or within five (5) years in the case of OsWESCs, prior
to the effectivity of this Circular and who have not availed of any
fiscal incentives under the RE Contract may avail of the COA by
signifying such intent in the application for conversion: Provided,
That upon the issuance of a COA, the RE Developer shall
deliver its RE Contract and corresponding COR to the DOE for
cancellation.

During the validity of the COA, the running of the constitutional
term limits and, subject to prior coordination with the Board of
Investments (BOI) and other relevant government agencies, the
period to avail of the incentives under the RE Act shall be
suspended and shall resume only upon the execution of the new
RE Contract and/or issuance of the new COR, respectively, in
accordance with Sections 11, 21, 0, 39, 50 and 60, as the case
may be: Provided, That the RE Developer shall no longer be
required to pay the signing fee.

68.1.2. RE Contracts not falling within Section 68.1.1 may apply for
conversion but shall not be entitled to avail of the COA.

68.2. Availability of Incentives. Upon the execution of the new RE Contract,
the RE Developer may avail of such incentives as may be warranted by
the circumstances.

68.3. Requirements for Conversion to New RE Contract Template. The
application for conversion to the new RE Contract templates shall be
subject to the following conditions:

68.3.1. RE Developers must be substantially compliant with the
approved Work Program/Work Plan and the material terms and
conditions of the RE Contract for the past six (6) months prior to
the date of filing its application for conversion. For RE
Developers with RE Contracts executed less than six (6)
months from the date of application for conversion, the
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evaluation shall be based on their compliance with the approved
Work Program and the material terms and conditions from the
time of the award of the RE Contract until the filing of the
application.

Submission of a letter of application for conversion with the
following documentary requirements:

68.3.2.1.Work Program covering the first five (5) years of the
remaining term of the existing RE Contract, reckoned
from the date of its execution.

68.3.2.2.Revised Contract Area following the mapping
requirements provided in Annex “L” hereof, as
applicable.

68.4. Procedures for Application. Applications for conversion to the new RE

Contra
proced

68.4.1.

68.4.2.

68.4.3.

68.4.4.

ct template shall be processed based on the following
ures:

The RE Developer shall submit through the EVOSS System the
complete documents, and the relevant REMB division shall
check the completeness and consistency of the submission
within three (3) working days.

The concerned REMB Division and LS shall conduct technical
and legal (if required) evaluation based on performance of the
contractor/RE Developer of its contractual obligations under the
old contract/agreement and its application documents within
five (5) calendar days.

Within two (2) calendar days, the concerned REMB Division
shall then consolidate the evaluation results and endorse the
mapping requirements to the ITMS who shall produce/print the
map of the Contract/Production Area.

If the RE Developer does not pass the technical and legal
evaluations, the concerned REMB Division shall notify the RE
Developer through the EVOSS System to rectify the submission
within five (5) working days. The concerned REMB Division
shall check the completeness of the submission within three (3)
working days. Such period for rectification and checking of
completeness of the rectification documents shall be deemed
outside of the EVOSS timeframe.

68.4.4.1. Failure of the RE Developer to submit supplementary
documents within the prescribed period shall be deemed
an abandonment of the application for conversion. The
concerned REMB Division shall notify the RE Developer
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and LS of the disqualification through the EVOSS
System.

68.4.4.2. If the RE Developer submits supplementary documents
within the prescribed period above and the concerned
REMB Division determines that the submission is
incomplete, the RE Developer shall have the remainder
of the period of the rectification to submit the lacking
documents. Upon receipt of the said documents,
reevaluation shall proceed in accordance with the next
succeeding subparagraph.

68.4.4.3. The concerned REMB Division shall be notified by the
EVOSS System of the submission. The concerned
REMB Division and/or LS shall finish the evaluations
within seven (7) calendar days.

68.4.4.4.Should the RE Developer still fail to pass any of the
subsequent legal or technical evaluations, the REMB
Director shall recommend the disqualification of the
application for conversion to the Supervising Assistant
Secretary who shall then issue a formal notice to the RE
Developer stating the basis of the disqualification. The
concerned REMB Division shall notify the RE Developer
of the disqualification through the EVOSS System.

68.4.5. Qualified applications shall be endorsed by the REMB to the
Supervising Assistant Secretary and Undersecretary through
LS, which shall act thereon within three (3) calendar days. The
Assistant Secretary and Undersecretary shall each act upon the
endorsement within three (3) calendar days.

68.4.6. The DOE shall then issue a COA, if warranted, or proceed with
the execution of the RE Contract in accordance with the
applicable timeline and procedure for the award of RE Contracts
and registration of RE Developers.

68.5. An application for conversion to new RE Contract template shall be
processed within thirty-one (31) calendar days.

69. Amendment of RE Contracts.

69.1. Amendment of RE Contracts. RE Contracts shall be amended in any
of the following instances:

69.1.1. Change to the Contract Area;

69.1.2. The awarded Contract Area falls within or overlaps with the no
build zones as identified in the MSP;
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69.1.3. Increase or decrease in the installed capacity of the RE Project:
Provided, That changes to the potential capacity shall not be
considered as an amendment of RE Contracts and shall be
approved by the Supervising Assistant Secretary and
Undersecretary.

As used herein, installed capacity of an RE Project shall refer to
the sum of the maximum capacity/ies of all generating unit/s
operating under optimal conditions, while its potential capacity
shall refer to the sum of the expected maximum capacity/ies of
all generating units based on the result of resource
assessment, grid capacity, and/or engineering design;

69.1.4. Change of location of project site for Biomass and Hydropower
Projects, or correction of project location for Solar Power
Projects; or

69.1.5. Changes to address inconsistencies between the RE Contract
and the RE Contract template and its annexes, as applicable,
or changes to the Contract Area necessitated by the RE
Developer's non-compliance with the Affidavit of Acquisition of
Possessory Rights.

No amendment to the RE Contract is required when the RE Project
transitions from the Pre-Development to the Development Stage.
However, upon the relinquishment of a portion of the Contract Area after
identifying the Production Area pursuant to Section 67.5, a new annex
to the RE Contract indicating the revised Contract Area, with
corresponding map and technical description, shall be issued.

Further, no amendment to the RE Contract shall be required if there are
changes in the registered capacity of an RE Project: Provided, That the
DOE shall, when necessary, endorse the RE Developer's application for
amendment or renewal of COC with the ERC.

Requirements for Amendment to the Contract Area. The RE
Developer shall submit a request in writing addressed to the REMB
Director, and shall submit and/or comply with the following:

69.3.1. Technical description of the proposed Contract Area and other
mapping requirements for the purpose of area verification;

69.3.2. The proposed amendment shall cover an area contiguous or,
for microgrid projects, proximal to the existing Contract Area,
and available and open for RE resource exploration,
development and/or utilization based on the verification by the
ITMS;

69.3.3. The amendment of the Contract Area is justified and
reasonable, which may be proven by: (a) the results of the
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69.5.

69.6.

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resource assessment, duly verified by the concerned REMB
unit; and (b) proof that the RE Developer is not in default of its
technical and financial obligations under the RE Contract;

69.3.4. The Work Program with respect to the amended Contract Area
is acceptable; and

69.3.5. Affidavit of Acquisition of Possessory Rights, as applicable.

Requirements for Other Amendments. The RE Developer shall
submit a request in writing addressed to the REMB Director, together
with proof of the following:

69.4.1. That the amendment is justified and reasonable; and

69.4.2. That the RE Developer is not in default of its technical and
financial obligations under the RE Contract.

Only an amended COR shall be issued in case of the following changes:

69.5.1. Company name of the RE Developer or name of the RE Project;
or

69.5.2. Assignment of RE Contract in accordance with the terms
thereof.

The amendments under this Section shall require the surrender of the
original COR upon issuance of the amended COR: Provided, That in the
case of an amendment solely for the change of the company name, the
request shall be directly endorsed to the DOE Secretary after legal
evaluation.

Evaluation of Requests for Amendment of RE Contract. The RE
Developer shall submit through the EVOSS System the complete set of
documentary requirements for the request for amendment of RE
Contract, which shall be processed as follows:

69.6.1. The concerned REMB Division shall check the completeness
and consistency of the submission within three (3) working
days.

69.6.2. If the submission is complete, the concerned REMB Division
shall upload a copy of the order of payment to pay for the
application and processing fees. The EVOSS System shall
notify the RE Developer through a system generated email to
pay the fees within three (3) working days. Failure to do so will
result in the abandonment of the application. Within one (1)
working day from uploading, DOE shall validate the proof of
payment.
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69.6.4.

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After payment of the processing fee, the concerned REMB
Division shall evaluate the request within five (5) calendar days.
In case the evaluation of the concerned REMB Division shows
that: (a) there are additional costs to be incurred that should
warrant another financial evaluation; (b) there are any legal

_ concerns regarding the RE Project; and/or (c) there is a need of
re-plotting the Contract Area, the concerned REMB Division,
through the EVOSS System, shall endorse the request to FS,
LS and/or ITMS which shall conduct simultaneous financial and
legal evaluations, and/or area verification within five (5)
calendar days.

The concerned REMB Division shall consolidate all the
evaluation results within two (2) calendar days and proceed with
the processing:

69.6.4.1.lf the RE Developer passes the evaluations, the
concerned REMB Division shall prepare REMB’s
memorandum for the DOE Secretary endorsing the
amendment of contract and the draft letter, as
applicable, through LS, REMB’s Supervising Assistant
Secretary and Undersecretary.

69.6.4.2. If the RE Developer does not pass the legal, technical,
and/or financial evaluations, the concerned REMB
Division shall notify the RE Developer through the
EVOSS System to rectify the submission within fourteen
(14) calendar days. The concerned REMB Division shall
check the completeness of the submission within three
(3) working days. Such period for rectification and
checking of completeness of the rectification documents
shall be deemed outside of the EVOSS timeframe.

69.6.4.2.1.Failure of the RE Developer to submit
supplementary documents’ within the
prescribed period shall be deemed an
abandonment of the application for
amendment. The concerned REMB Division
shall notify the RE Developer, LS, FS, and
ITMS of the disqualification through the
EVOSS System.

69.6.4.2.2.If the RE Developer submits supplementary
documents within the prescribed period
above and the concerned REMB Division
determines that the submission is incomplete,
the RE Developer shall have the remainder of
the period of the rectification to submit the
lacking documents. Upon receipt of the said
documents, reevaluation shall proceed in
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accordance with the next succeeding
subparagraph.

69.6.4.2.3.The concerned REMB Division shall be
notified by the EVOSS System of the
submission. The concerned REMB Division,
FS, LS and/or ITMS shall finish the
evaluations within five (5) calendar days.

69.6.4.2.4. Should the RE Developer still fail to pass any
of the subsequent legal, technical, or financial
evaluations, the REMB_ Director — shall
recommend the disqualification of the
application for amendment to the Supervising
Assistant Secretary who shall then issue a
formal notice to the RE Developer stating the
basis of the disqualification. The concerned
REMB Division shall notify the RE Developer
of the disqualification through the EVOSS
System.

69.6.5. In cases falling under Section 69.6.4.1, LS shall act on the
endorsement within four (4) calendar days, while the
Supervising Assistant Secretary and Undersecretary shall each
have four (4) calendar days to act on the recommendation and
endorse the same to the DOE Secretary for approval. The latter
shall act thereon within five (5) calendar days.

69.6.6. The concerned REMB Division, through the EVOSS System,
shail notify the RE Developer of the approval and upload a copy
of the letter approving the application for amendment within two
(2) calendar days.

69.7. An application to amend an RE Contract shall be processed within thirty-

69.8.

69.9.

one (31) calendar days from the date of submission of complete
documents.

Requests to change the terms of the RE Contract other than those in
Section 69.1 may be considered by the DOE if the RE Developer
complies with the conditions set forth in Section 69.4, subject to
negotiations between the DOE and the RE Developer.

The changes referred to in Section 69.1.5 shall be initiated by the
concerned REMB Division.

If the change relates to the material terms and conditions of the RE
Contract or to the Contract Area, as may be necessitated by the RE
Developer's non-compliance with the Affidavit of Acquisition of
Possessory Rights, the REMB Director shall recommend the
amendment of the RE Contract and/or its annex, through LS, the
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Supervising Assistant Secretary and Undersecretary, to the DOE
Secretary.

69.10. Revision of the Work Program. Subject to terms and conditions
stipulated in the RE Contract, the RE Developer may request the revision
of its Work Program with justification on such revision: Provided, That
such revision shall not extend the Pre-Development Stage.

69.10.1.Evaluation of Requests for Revision of the Work Program.
The RE Developer shall submit through the EVOSS System the
complete set of documentary requirements for the request for
revision of the Work Program, which shall be processed as
follows:

69.10.1.1.The concerned REMB Division shall check the
completeness and consistency of the submission
within three (3) working days.

69.10.1.2. If the submission is complete, REMB, LS and FS shall
conduct simultaneous technical, legal (if necessary),
and financial (for Pre-Development Stage only)
evaluations within three (3) calendar days.

69.10.1.3. The concerned REMB Division shall consolidate all the
evaluation results and recommend the same to the
REMB within two (2) calendar days.

69.10.1.4.lf the RE Developer passes the evaluations, the
concerned REMB Division shall prepare REMB’s
memorandum for the REMB Undersecretary endorsing
the revision of the Work Program and the draft letter, if
applicable, through LS and the Supervising Assistant
Secretary.

69.10.1.5. If the Application does not pass the legal, technical,
and/or financial evaluations, the concerned REMB
Division shall notify the RE Developer through the
EVOSS System to rectify the submission within
fourteen (14) calendar days. The concerned REMB
Division shall check the completeness of the
submission within three (3) working days. Such period
for rectification and checking of completeness of the
rectification documents shall be deemed outside of the
EVOSS timeframe. The RE Developer shall have a
one-time opportunity to address the deficiencies:
Provided, That such rectification shall be made within
the fourteen (14) calendar day period. The remaining
days, if there are any, shall be forfeited.
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69.10.1.5.1.

69.10.1.5.2.

69.10.1.5.3.

69.10.1.5.4.

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Failure of the RE Developer to submit
supplementary documents within the
prescribed period shall be deemed an
abandonment of the application for
amendment. The concerned REMB
Division shall notify the RE Developer, LS
and FS of the disqualification through the
EVOSS System.

lf the RE Developer submits
supplementary documents within the
prescribed period above and_ the
concerned REMB Division determines
that the submission is incomplete, the RE
Developer shall have the remainder of
the period of the rectification to submit the
lacking documents. Upon receipt of the
said documents, reevaluation — shall
proceed in accordance with the next
succeeding subparagraph.

The concerned REMB Division shall be
notified by the EVOSS System of the
submission. The concerned REMB
Division, FS and/or LS shall finish the
evaluations within five (5) calendar days.

Should the RE Developer still fail to pass
any of the subsequent legal, technical, or
financial evaluations, the REMB Director
shall recommend the disqualification of
the application for amendment to the
Supervising Assistant Secretary who
shall then issue a formal notice to the RE
Developer stating the basis of the
disqualification. The concerned REMB
Division shall notify the RE Developer of
the disqualification through the EVOSS
System.

69.10.1.6.In cases falling under Section 69.10.1.4, LS shall act
on the endorsement within one (1) calendar day, while
the Supervising Assistant Secretary and
Undersecretary shall each have two (2) calendar days
to act on the recommendation.

69.10.1.7. The concerned REMB Division, through the EVOSS
System, shall notify the RE Developer of the approval
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and upload a copy of the letter approving the revised
work program within three (3) calendar days.

69.10.1.8. The concerned REMB Division shall immediately
provide to the TSMD, ITMS, and IPO the status of the
RE Contract and/or COR for timely update of database.

69.10.1.9. The changes to the Work Program necessitated by
Force Majeure that extends the Pre-Development
Stage shall be treated as an amendment of the RE
Contract and shall be approved in accordance with
Section 69.

69.10.2.An application to revise a Work Program shall be processed
within eighteen (18) calendar days from the date of submission
of complete documents.

70. Assignment of RE Contract.

70.1. The RE Developer may assign all of its rights and obligations under the
RE Contract to an entity that has the legal, technical, and financial
qualifications to undertake the RE project, subject to prior written
approval of the DOE, and in accordance with the following:

70.1.1. The RE Developer shall submit to the DOE copies of the written
document which unequivocally shows the agreement of the
parties thereat to the assignment of the RE Contract; and

70.1.2. Assignment to an Affiliate. An RE Contract may be assigned
to an affiliate of the RE Developer at any time and any number
of times during its term.

70.1.3. Assignment to a Non-Affiliate.

70.1.3.1.An RE Service Contract may be assigned only once
during the Pre-Development Stage after two (2) years
from its effectivity: Provided, That the 2-year limitation
shall not apply if, prior to the date of the assignment, the
applicable minimum set of permits and activities were
procured/conducted by the RE Developer. It may be
assigned any number of times during the Development
Stage.

70.1.3.2.An RE Operating Contract may be assigned only once
during the Development Stage after two (2) years from
its effectivity. It may be assigned any number of times
during the Commercial Stage.

70.2. RE Act incentive Available to Assignee. If an RE Contract is assigned
within ten (10) years from its award and issuance of COR and the
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assignor has not availed of duty-free importation for the RE Project prior
to the assignment, the assignee thereof may, in accordance with
Sections 15(b) and 26 of the RE Act, avail of duty-free importation
incentives within ten (10) years from the date of issuance of a Certificate
of Registration in favor of such assignee.

This provision shall have retroactive application.

70.3. Evaluation of Requests for Assignment of RE Contract. The RE
Developer shall submit through the EVOSS System the complete set of
documentary requirements for the request for assignment of the RE
Contract, which shall be processed as follows:

70.3.1. The concerned REMB Division shall check the completeness
and consistency of the submission within three (3) working
days.

70.3.2. If the submission is complete, the concerned REMB shall
upload a copy of the order of payment to pay for the application
and processing fees. The EVOSS System shall notify the RE
Developer through a system generated email to pay the fees
within three (3) working days.

70.3.3. After payment of the processing fee, REMB, LS and FS shall
conduct simultaneous technical, legal, and financial evaluations
within seven (7) calendar days.

70.3.4. The concerned REMB Division shall consolidate all the
evaluation results and proceed with the processing of the
request for assignment of RE Contract in accordance with the
timeline and procedure provided in Sections 69.6.4 to 69.6.6.

70.4. The processing of a request to assign an RE Contract shall be completed
within thirty-one (31) calendar days from the date of submission of
complete documents.

71. Change in Control. Any sale or acquisition of shares or other share capital, or a
series thereof, that results in a change in contro! over the RE Developer shall be
subject to the prior written approval of the DOE. Such approval shall be given if the
RE Developer remains legally, technically and financially qualified and capable of
discharging the obligations under the RE Contract. For this purpose, the RE Developer
shall submit to the DOE copies of the instrument of conveyance and other documents
showing that the sale or acquisition will not affect its legal, technical and financial
qualification. The procedure for evaluation and approval of the sale or acquisition shall
be in accordance with Sections 70.3 and 70.4.

72. Abandonment. The Abandonment and Termination Plan shall be prepared by the
RE Developer and submitted as a requirement for issuance of a COCOC or to
transition from the Development Stage to Commercial Stage, as applicable, and
approved by the Department of Environment and Natural Resources (DENR) and the
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DOE for the decommissioning, abandonment and surface restoration or rehabilitation
of the Contract Area. Such abandonment work plan may be amended, supplemented
or modified by the RE Developer, in accordance with the rules and regulations of the
DOE and the DENR.

73. Performance Review and Audit.

73.1. The DOE shall conduct regular performance review of the RE
Developers and recommend appropriate actions therefor.

73.2. The DOE shall have the right to inspect the RE Developer’s books and
accounts directly relating to the RE Contract for any Contract Year.

73.3. The period to conduct audit, the prescriptive period of audit, and the
review and appeal process of audit and/or assessments shall be in
accordance with the Guidelines on the Conduct of Audit and Reportorial
and Remittance Obligations of Energy Contractors and/or Energy
Resource Developers to be issued by the DOE.

73.4. The DOE, upon at least fifteen (15) calendar days advance written notice
to the RE Developer, is entitled to access, during reasonable hours
without affecting RE operations, all books of accounts and records and
may inspect such sites and facilities as necessary.

74, Suspension of Obligations under the RE Service/Operating Contract. In case
the default of the RE Developer is attributable to Force Majeure, the obligation of the
RE Developer may be suspended until the Force Majeure event ceases to exist,
subject to the following conditions:

74.1. The RE Developer shall file a notice of Force Majeure to the concerned
REMB Division within fifteen (15) calendar days from its existence along
with proof that:

74.1.1. The Force Majeure exists;

74.1.2. The event/s occurred independent of the will of the RE
Developer;

74.1.3. The event/s rendered it impossible for the RE Developer to fulfill
its obligations in a normal manner; and

74.1.4. The RE Developer is free of participation in, or aggravation of,
the injury to the DOE.

74.2. After due validation which shall be made within twenty (20) calendar
days from receipt of such notice, the REMB Director shall issue an
approval of suspension of contractual obligation/s affected by Force
Majeure: Provided, That if the suspension of the obligations will extend
the Pre-Development Stage, the REMB Director shall endorse the
approval to the DOE Secretary.
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74.3.

74.4,

74.5.

74.6.

14.7.

74.8.

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Within ten (10) calendar days from receipt of the notice of approval, the
concerned REMB Division shall submit a new Work Program to be acted
upon by the Supervising Assistant Secretary and thereafter endorsed to
the Undersecretary for approval.

The RE Developer shall continue to post the performance bond, if
necessary, observe administrative requirements and comply with
reportorial obligations on its work commitments not affected by Force
Majeure.

Once the Force Majeure has ceased, the RE Developer shall notify the
REMB within five (5) calendar days from cessation together with the
revised Work Program covering the remaining contract term.

Any failure or delay on the part of the RE Developer or the DOE in the

performance of its obligations or duties under the RE Contract shall be

excused to the extent attributable to Force Majeure.

If the RE operations are curtailed or prevented by such causes, then the
time for enjoying the rights and carrying out the obligations thereby
affected, and all rights and obligations hereunder shall be extended for
a period equal to the period of delay, curtailment or prevention: Provided,
however, that the suspension of obligation shall in no way extend the
term of the contract: Provided, further, That if operations are delayed,
curtailed or prevented by Force Majeure for a continuous period of six
(6) months, the RE Developer may, at its option, request for the
suspension of the RE Contract in accordance with Section 75, subject to
confirmation of the DOE.

The party whose ability to perform its obligations under the RE Contract
is so affected shall notify the other party thereof in writing stating the
cause and such affected party shall do all reasonably within its power to
remove such cause.

75. Suspension of the RE Service/Operating Contract. In case the RE operations
are delayed, curtailed or prevented by Force Majeure for a continuous period of six (6)
months, the Contract may be suspended for a maximum period of three (3) years or
until the Force Majeure event ceases to exist, whichever comes earlier. The period of
such suspension shall not be counted against its term.

The RE Developer and the DOE shall comply with the following conditions:

75.1.

75.2.

Upon strict compliance with the conditions under Section 74, the RE
Developer may file a request for suspension of the RE Contract with
REMB within fifteen (15) calendar days following the last day of the said
six (6)-month period.

The concerned REMB Division shall endorse the request to the REMB.
For a period of ninety (90) calendar days from receipt of endorsement,
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75.3.

75.4,

75.5.

75.6.

75.7.

Page 137 of 148

REMB shall exert best efforts to enable the RE Developer to resume RE
operations.

If, despite such efforts, the Force Majeure persists and the RE
operations cannot resume, the DOE shall approve the request for
suspension of the RE Contract. Notice of suspension shall be given to
the RE Developer within fifteen (15) calendar days following the last day
of the ninety (90)-day period.

Within ten (10) calendar days from receipt of notice of suspension, the
RE Developer shall submit a sworn undertaking to notify the DOE and
submit proof that the Force Majeure has ceased. Failure to give notice
within ten (10) calendar days from cessation shall be deemed a
relinquishment of the RE Contract.

If the RE Developer intends to resume operations, it shall submit to
REMB a request to resume RE operations together with the notice
abovementioned.

After due evaluation and if warranted, the concerned REMB Division
shall endorse the approval of the request to the REMB Director, who
may endorse the same to the DOE Secretary for approval.

The RE Developer may only avail of the above suspension of the RE
Contract once during its term.

76. Power to Compel or Conduct Operations. The DOE shall have the power to
compel the RE Developer to perform RE operations when the following conditions

exist:

76.1.

76.2.

The RE Developer fails, refuses or neglects to perform the RE
operations without any justifiable cause; and

Such failure, refusal or neglect:

76.2.1. Results in or contributes to a shortage in the supply of electricity,
based on the report of the Electric Power Industry Management
Bureau (EPIMB); and

76.2.2. Poses an imminent threat to the country's national security
and/or economy, as determined by the DOE Secretary and as
recommended by the concerned government agencies.

If the RE Developer does not comply with the DOE's directive within three (3) calendar
days from receipt, such noncompliance shall be deemed sufficient authority for the
DOE to conduct RE operations directly or through another government entity:
Provided, That the DOE's authority herein set forth shall only subsist for such period
as may be needed to avert or arrest the threat, or upon the RE Developer's resumption
of RE operations, whichever comes earlier.
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77. Wind Data Submission and Access. To hasten the development of wind energy
resources and reduce risk and costs from the private sector, the RE Developers shall
submit wind data set to the DOE, through the Energy Data Center of the Philippines

(EDCP).

77.1.

77.2.

77.3.

77.4.

Wind Data Set. The wind data set shall have an average time interval
of ten (10) minutes and shall include, but are not limited to, wind speed
measured at three (3) different heights, wind direction measured at two
(2) different heights, and temperature. If encrypted, the RE Developer
shall provide the data encryption.

Submission of Wind Data Set. The RE Developer, with RE Contract
issued after the effectivity of this Circular or RE Contract converted into
new template under this Circular, shall submit to REMB the electronic
copy of wind data set described in Section 77.1 from the following RE
Projects:

77.2.1. RE Project under Pre-Development Stage — wind data set
gathered during this Stage as part of the DOC requirement.

77.2.2. Operational RE Project — Annual wind data set.

77.2.3. Terminated or relinquished RE Contract — all gathered wind
data sets.

Management of Data. The EDCP shall manage the wind data set
following the existing guidelines of the EDCP.

Data Access. Access to the wind data set for other RE Developers and
other interested industry players under the following conditions:

77.4.1. Adherence to EDCP’s established guidelines governing data
access and acquisition;

77.4.2. The RE Project associated with the wind data has achieved
commercial operation;

77.4.3. Inthe event that the RE Contract associated with the wind data
has been terminated or relinquished;

77.4.4. In accordance with Section 77.5; and
77.4.5. The DOE may access and use the data sets without the need

for payment of fees for its resource mapping, data gathering,
policy making and for government planning purposes.

77.5. Fee for Data Access. Fee for the access/acquisition of one (1) year

wind data set for one (1) site shall be determined by the DOE based on
actual costs expended by the RE Developer, and updated from time to
time. To partially or fully recover the cost borne by the concerned RE