You are on page 1of 20

MEMORANDUM OF UNDERSTANDING

This Memorandum of Agreement is made the 7th day of January 2015.


Between
Negros PH Solar Inc (Company No. XXX) a corporation organized and
existing under the laws of Philippines, registered with [Registration
Authority], having its place of business at UG10, Globe
Tower1, Pioneer St, Corner. Madison, Barangay Ilaya, Mandaluyong
City, Metro Manila, Philippines, hereinafter referred to as PH Codeveloper
And
juwi Singapore Renewable Energies Private Limited (Company No.
201134174N), a company incorporated under the laws of Singapore, and
having its registered office at Juwi Singapore Renewable Energies private
Limited, 152 Beach Road, #21-07/08 Gateway East, Singapore 189721
-hereinafter referred to as juwi Singapore
each a Party and collectively referred to as the Parties

Preamble
A.

juwi Singapore is a company specializing in, but not limited to, the development,
financing, engineering, procurement, construction and operation of large scale
photovoltaic and wind power plants on a turn-key basis. juwi Singapore is a whollyowned subsidiary of juwi AG, headquartered in Wrrstadt, Germany. juwi AG offers a
full range of products and services in the areas of solar, wind and bioenergy, having
developed and installed more than 3,100 Megawatts of renewable energy plants,
around the globe, of which several hundred MW are owned, operated and
maintained by juwi companies.

B.

The Project proponet is Maria Celia RS Montfort, a Philippine national holding


Philippine Passport Number EB8128231, residing at Unit 901, Pioneer Highlands
South Tower 1 Pioneer St, Corner. Madison, Barangay Ilaya, Mandaluyong
City, Metro Manila, Philippines; who has been actively developing Infrstructure and
Energy related projects in the Phillipines. The Project proponent has incorporated the
appropriate SPVs to develop these projects.

C.

PH Co-developer is the SPV of the project proponent initiating the project and acting
locally in Philippines to initiate, maintain contact and seek approval from
governmental and regulatory authorities in Philippines.

Memorandum of Understanding

Page 1 of 20

D.

E.

PH Co-developer has the required contact information and network that would
essentially enable the success of this project in an efficient and expedient manner.
PH Co-developer is the responsible party for procuring land and grid connection
contracts, permits, licenses and clearances for the Projects until an Equity Investor
buys the Project(s). After that the PH Co-Developer supports the Equity Investor
procuring the same. These permits, licenses and clearances include, but are not
limited to, land lease or purchase contracts, grid connection permit, local public
hearing, land access to multiple land sites, combined with hundreds of hectares,
capable of accommodating large scale solar farm development, service contract,
DOE approval, ERC approval.. PH Co-developer is interested to collaborate with a
partner who has strong technical expertise and track record in developing, financing
and executing solar photovoltaic projects worldwide, as well as local Philippine based
presence of a team allocated for the project.

The Parties agree to the obligations and terms set forth in this Memorandum of
Understanding Agreement (this Agreement) to achieve the common goal of developing,
engineering, financing, constructing, commissioning and operating photovoltaic solar power
plants in the Philippines (wholly referred to as the Co-development).
Now therefore, in consideration of the mutual promises, undertakings and covenants
contained herein, the Parties agree as follows:
1
Scope of Agreement

(1)

The photovoltaic solar power plants in the Philippines governed by this model of Codevelopment shall be referred to as Projects or each a Project, which details will be listed
in ANNEX 1 of this Agreement.
(2)

This Agreement shall consist of three (3) consecutive stages. The first stage shall
begin from the execution of this Agreement and end after an Equity Investor has
purchased the Project(s). The second stage shall begin directly after stage one has
been completed and end at the Financial Close or Transaction Close, whichever
comes later.Stage one and stage two shall be referred to as the Development
Stage of the Co-development. The third stage shall begin from the commencement
of construction pursuant to the Engineering, Procurement & Construction Contract
(EPC Contract), as provided in Section 10 of this Agreement, and end upon
completion of construction of the Projects, and shall be referred to as the EPC
Stage. For purposes of this Agreement, Financial Close shall occur when all the
project and financing agreements have been signed and all the required conditions
contained in them have been met; transaction close shall occur when all sale/transfer
agreements pertaining to the equity or assets of the Project, as the case may be, and
the EPC Contract and Operation & Maintenance Contract (O&M Contract) between
and juwi Singapore have been signed and all the required conditions contained in
them have been met.
2
Primary Agreements

(1)

The Parties agree to the Co-development of the Projects and further agree that the
Project(s) shall be sold to Equity Investor(s) as early as possible and potentially
before June 30th 2015 and that the construction of the Projects is intended to start in
quarter 2 to quarter 3 2015 .

Memorandum of Understanding

Page 2 of 20

The PH Co-Developer shall secure all necessary permits and licenses and initial land and
technical evaluation work necessary to further the Co-development of the Projects. 95% of
the PH Co-Developer shall be owned by the proponent and her associates and 5% by juwi
Singapore or juwi AG or another juwi controlled entity to be designated by juwi Singapore.

For this 5% juwi shall cover external costs of up to 2000 USD/MWp Dc of external costs
which in normal course of business would have been charged to SPV.This is in addition for
sweat equity contribution for juwis internal technical, financial and legal expertise. Costs
have to be approved by juwi in writing prior to incurring costs.

(3)

The Parties agree to grant to juwi Singapore or its designee the exclusive and
irrevocable right of first refusal and first option to purchase the Project or Projects, in
accordance with Section 6 hereof. In case of the exercise by juwi Singapore of such
right of first refusal and first option, PH Co-developer shall cause the shareholders of
the SPV to sell its shares or assets to juwi Singapore or its designee. If the PH-Codeveloper intends to sell the project to an Equity Investor not introduced by juwi
Singapore and requests juwi Singapore in writing for a written confirmation to
exercise its right of first refusal or first option or to waive the right of first refusal and
first option, then PH Co-Developer has to have a valid and signed term sheet and a
negotiated SPA with such an Equity Investor and the term sheet and SPA have been
shared with juwi Singapore prior to that. For the avoidance of doubt: Any Equity
Investor has to execute an Engineering, Procurement & Construction Contract
(EPC) and Operation & Maintenance Contract (O&M) with juwi Singapore, juwi
Philippines or other juwi controlled companies, as may be defined by juwi Singapore.

(4)

In case juwi Singapore will not exercise the right of first refusal and first option
and confirms this in writing, the Parties shall be free to assign, transfer and
convey the Project or Projects to a third party..
The transfer and conveyance of the Project or Projects shall be effected through
either a share purchase agreement of the SPV between PH Co-developer and a third
party equity investor(s) or an asset purchase agreement for the transfer of the assets
and rights of the Project(s) to a third party, which transfer and conveyance shall occur
no later than the Financial Close for the Project(s).
The consideration of the sale and purchase of the Project or Projects shall be equal
to the purchase price as defined in Section 6 of this Agreement.

(5)

The sale of the Project or Projects to a third party investor shall be subject to the
condition that the third party investor shall execute an Engineering, Procurement &
Construction Contract (EPC) and Operation & Maintenance Contract (O&M) with
juwi Singapore, juwi Philippines or other juwi controlled companies, as may be
defined by juwi Singapore.

(6)

The roles and responsibilities and the detailed scope of work for the Projects
between PH Co-developer and juwi Singapore are set out in ANNEX 2 of this
Agreement.

(7)

The Parties shall use their best endeavors to expand and further the intent of this
Agreement and the Co-development of the Projects during the term of this
Agreement.
3
Role and Obligations of [PH Co-developer]

Memorandum of Understanding

Page 3 of 20

(1)

PH Co-developer will undertake the principal role of the Philippine project developer
tasked with managing local / national relations with relevant governmental authorities
and managing any and all land related issues concerning the Project or Projects.
PH Co-developer undertakes to perform and accomplish any and all tasks necessary
to accomplish the role as the Philippines project developer, including but not limited
to the following tasks:

a.
b.

d.
e.

f.
g.

h.

i.
j.

k.
l.

Securing specific sites for long term land lease or purchase by the SPV; (approval and
rejection rights by juwi Singapore);
Proposing, negotiating and closing Land lease or purchase agreements, as approved by juwi
Singapore;
c.
Providing maps, topographic information, flood risk information and site photos
acceptable to juwi Singapore;
Procurement of all necessary real estate contracts and permits, licenses clearances,
conversion of land, etc., to build and operate a photovoltaic power plant;
Ensure the specific site has all the necessary land usage rights for solar power generation.
This means for example, the land use has been converted or is fit for commercial / industrial
use;
Obtaining the necessary permits, licenses, clearances, resolutions, support, etc., from local
authorities i.e. Barangay, City, Municipality or Provincial Government.
Supporting the Investor obtaining a Feed In Tariff FIT Eligibility from the Department Of
Energy DOE and Energy Regulatory Commission ERC (with support from juwi Singapore
as and when required);
Providing proof that all necessary documents, agreements, land lease or purchase
contracts, local permissions, environmental conditions, etc., are complete, legally binding
enforceable and free from any encumbrances;
Leading the Grid Impact and Facility study and negotiations with National Grid Corporation
of the Philippines NGCP and ERC;
Leading the preparation and possible registration of the SPVs with the Board of Investments
(BOI), the Bureau of Customs (BOC) and other relevant agencies until the Equity Investor
has purchased the Project(s), after which the leadership will be with an Equity Investor(s)
and the PH Co-developer will support;
Leading the application of the Environmental Compliance Certificate Interfacing with
authorities (local and national), stakeholders and decision makers;
Any and all tasks necessary to accomplish the foregoing.
(2)

PH Co-developer will assist juwi Singapore to obtain all documents and information
necessary or desirable to fulfill the development, financing, engineering, procurement
and construction of the Project or Projects in an appropriate and timely manner.

(3)

PH Co-developers roles and responsibilities are described in greater detail in the


scope of work set-out ANNEX 2 of this Agreement.
4
Role and Obligations of juwi Singapore

(1)

In respect of the Projects listed in ANNEX 1, juwi Singapore will undertake the
principal role of the technical and financial project development partner tasked with

Memorandum of Understanding

Page 4 of 20

executing equity sales, facilitating project finance, as well as being the main EPC and
O&M contractor (the juwi Singapore Services) for the Projects. juwi Singapores roles
and responsibilities under this Agreement are listed as follows:
a)

b)
c)
d)
e)
f)

g)
h)

(2)

Executing the initial analysis and selection of suitable project sites interpreting
maps, topographic information, hydrological and geotechnical information,
photos etc and share these information with the PH Co-Developer.;
Executing a comprehensive technical feasibility study;
Supporting the Grid Impact and Facility study and negotiations with NGCP and
ERC;
Supporting the application of the Environmental Compliance Certificate
Supporting the PH Co-Developer or Equity Investor, as the case maybe, to
achieve receipt of final construction permission;
Supporting the PH Co-Developer or Equity Investor, as the case maybe, to
achieve registration of the SPVs with Board of Investments (BOI), Bureau of
Customs (BOC) and other relevant agencies;
Leading the equity sales of the project SPV; and
Leading the project Finance structuring on the behalf of the Parties if not done
by the third party equity investors.

juwi Singapores roles and responsibilities are described in greater detail in the scope
of work ANNEX 2 of this Agreement.
(3)

juwi Singapore may undertake its role and responsibilities through any of its
international subsidiaries its or local Philippine subsidiary, as may be required
by a legal and tax optimized scenario.

(4)

juwi Singapore will provide PH Co-developer with the juwi Singapore Services
in an appropriate and timely manner.
5
Joint Roles and Obligations of PH Co-developer and juwi Singapore
The ultimate goal of this Co-development is to secure a FIT Eligibility for the
Project(s). This includes securing of successful and unconditional Certificate
of Commerciality (COC) for the SPV. Securing the COC means that the SPV
will have attained all necessary permits and approvals to commence
construction of any of the Projects on the designated sites. Once the SPV
attains the COC, or equivalent, and any other permits incidental thereto, such
Project shall become Shovel Ready. It is acknowledged that there are tasks
performed by the PH Co-Developer and tasks that will be taken over and lead
by an Equity Investor . These are shown in Appendix 2.

(5)

Latest when the project is Shovel Ready, the Parties shall finalize and close
contracts with the third party or the third party equity investor(s). For this
purpose, PH Co-developer and juwi Singapore shall cause the shareholders of
the SPV to sell 100% of their equity ownership in the SPV to the third party
equity investor or transfer and convey any all and assets of the SPV pertaining
to the Project to the third party purchaser, as the case may be.

(6)

Both Parties agree to closely work with selected third party equity investor(s)

Memorandum of Understanding

Page 5 of 20

or assets purchaser(s) and banks in providing all required information and


structuring, arranging and closing equity financing of the SPVs or project
financing for the Project.
(7)

During the Development Stage, the project development and project


management of the Projects will be jointly undertaken by both PH Codeveloper and juwi Singapore through the accomplishment of the tasks stated
or contemplated in this Agreement, including those that may be subsequently
agreed by the Parties.

6
Exit strategy - Sale of the SPVs or transfer of project rights (asset purchase)
(1)

Pursuant to Section 2 hereof, when key permits and licences have been granted, and
offtake/interconnection agreements have been signed and approved where practical ,
and with the prior written approval of juwi Singapore, the Parties shall sell the
Project(s) to the third party equity investor or third party assets purchaser, as the
case may be, with the most compelling offer. Both Parties aim to maximize the sale
price of the Project as well as the EPC and O&M price to equity investors.
Pursuant to Section 2 hereof, when it is planned to sell the Project(s) at or before
Shovel Ready stage, the Parties agree to grant to juwi Singapore or its designee the
exclusive and irrevocable right of first refusal and first option to purchase the Project
or Projects listed in ANNEX 1. At any time prior to the end of the Development Stage,
juwi Singapore shall notify PH Co-developer in writing if it shall exercise the said right
of first refusal and first option. In case no written notice is given by juwi Singapore
within the said period, the Parties shall be free to sell transfer to a third party equity
investor or assets purchaser.

(2)

The purchase shall be effected through either share purchase agreements for the
SPVs from PH Co-developer or a transfer of project rights (asset purchase), and
shall likewise be applicable to all Projects listed in ANNEX 1. [The purchase price
shall be equal to the Development Fee (as defined in clause 8)]. Any transaction
contemplated by this provision is intended to occur no later than the Financial Close.
No sale of the Projects or a Project listed in ANNEX 1, as the case may be, shall be
entered into by [PH Co-developer], directly or indirectly, through either a share
purchase agreement for the SPVs shares with a third party Equity Investor, or a
transfer of the Projects assets and rights to a third party assets purchaser without
the written consent of juwi Singapore or its designee. The purchase price is defined
as Development Fee (as defined in clause 8) .

(3)

The sale of the Project(s) or a Project listed in ANNEX 1, as the case may be, made
to a third party equity investor or assets purchaser shall be subject to the condition
precedent that such third party equity investor or assets purchaser is bound to
execute EPC and O&M Contracts with juwi Singapore and juwi Philippines or other
juwi controlled companies, as defined by juwi Singapore.

(4)

Once the project is Shovel Ready, the Parties shall work towards transaction close with
potential third party equity Investors or assets purchaser.

(5)

The Parties will endeavor to cooperate and satisfy the requirements of the potential third
party equity investor or assets purchaser.
Memorandum of Understanding

Page 6 of 20

(6)

After a bidding or negotiation is concluded with juwi Singapore or third party equity investors
or assets purchaser, the Parties agree not to restrain or unreasonably withhold the SPVs
from accepting the most attractive offer from juwi Singapore or qualified, bona fide third party
equity investors or assets purchaser.
7
MW Output, Phased Development, Development Schedule, and Budget

(1)

(1)

Shortly after signing this Agreement, and given the parameters and limitations of the
selected site, juwi Singapore will present to PH Co-developer its recommendation for
total MW Output (Output) and if applicable a phased development of such Output.
The total Output filed in the Service Contract with the DOE will be based on this
recommendation by juwi Singapore.

(2)

Upon signing this Agreement, given the need to be generating electricity and
exporting electricity to the grid prior to March 2016 (Deadline), both Parties will work
out and agree on a detailed project development schedule and construction schedule
that aims completion of the maximum installed capacity in MW prior to the Deadline.

(3)

Upon signing this Agreement, the parties will develop a development budget
(Budget) required for the Project during the Development Stage.

(4)

Based on an initial assessment, the Parties estimate a maximum Budget amount of


US$150,000 for expenses (i.e., permits, land, consultancies, legal, grid impact &
power system studies etc.) during the Development Stage to achieve, among others,
the COC from the DOE. Both Parties will endeavour to minimize the expenses and
shall prepare a detailed budget and validate and approve every expenditure that will
occur at Development Stage. Both the parties agree that any external development
cost incurred by respective party shall be borne and payable by SPV directly. The
Parties acknowledge to work together in preparing the detailed Budget and final
project sale price in order to achieve common objective of maximizing Development
Fee.

(5)

In an effort to minimize the development costs of the Projects, the Parties agree to
maximize the usage of their respective in-house capabilities and minimize using third
party consultants. All in-house work done shall not be charged to the SPVs and will
be considered as service in kind. If the service is necessary and can not be provided
in-house, then the Parties may contract third party consultants to do the work through
or for the SPVs.

(6)

Mechanism for payment of such developments costs shall be agreed upon by the
parties after the Budget for the Project has been set.

8
Development Fee
The Development Fee a monetary value equal to or effectively represents the risk taken,
management attention and development effort, time and energy spent into the projects by
the Parties to be paid by third party equity investor or assets purchaser to acquire the Project
Memorandum of Understanding

Page 7 of 20

and shall be distributed to the parties as follows:


For an FIT rate of 9.09 PHP/kWh or higher:
PH Co-developer

Juwi Singapore

Any Development Fee received


from such third party equity
investor or assets purchaser up
to
the
amount
of
$200,000/MWp Dc
Any Development Fee received
from such third party equity
investor or assets purchaser
exceeding the amount of
$200,000/MWp Dc

(2)

If the FIT rate is below 9.09 PHP/kWh, the Development Fee and the EPC and O&M price
will have to adjust to a level where the eIRR for the Equity Investor is 15% post tax at SPV
level in local currency (PHP).

(3)

For a FIT of 8.5 PHP/kWh the Development Fee distribution would be:
PH Co-developer

Juwi Singapore

(4)

Any Development Fee received


from such third party equity
investor or assets purchaser up
to
the
amount
of
$170,000/MWp Dc
Any Development Fee received
from such third party equity
investor or assets purchaser
exceeding the amount of
$170,000/MWp Dc

For a FIT of 7.39 PHP/kWh the Development Fee distribution would be:
PH Co-developer

Juwi Singapore

Any Development Fee received


from such third party equity
investor or assets purchaser up
to $90,000/MWp Dc
Any Development Fee received
from such third party equity
investor or assets purchaser
exceeding the amount of
$90,000/MWp Dc

(5)

For FIT tariffs below 9.09 PHP/kWh and in between 7.39 PHP/kWh and 9.09 PHP/kWh both
parties shall negotiate in good faith and share all information to arrive at the appropriate
Development Fee based on the expected FIT rate for a successful and timely sale of the
Project(s) to achieve the required eIRR for the Equity Investor of 15% post tax at SPV level
in local currency (PHP).

(6)

For any future expansion of the project, the original shareholders of the SPV and Juwi shall
be entitled to a Development Fee as the sites were specifically selected to cater for future
expansion. The Development Fee for the expansion phase shall be negotiated and agreed in
good faith as the required eIRR for the Equity Investor would then be lower given the lower

Memorandum of Understanding

Page 8 of 20

risk profile of an expansion.

9
Land
(1)

(2)

The Parties agree to jointly select and validate the most suitable plot of land for the
Project(s). The Parties agree that the land cost is crucial to the viability of the Project
and therefore to the expected return. The Parties shall give their best endeavors to
source the best Project Site by exploring every option available including, but not
limited to real estate agents, local surveying, local connection, etc. The Parties agree
that the key criteria to select the best plots of land shall be: (i) suitability of the terrain,
free from flooding, and road access; (ii) access to the grid and (iii) price and payment
terms.

Given that PH Co-developer has multiple land sites eligible for solar farm development
without land conversion requirements, juwi Singapore will conduct a thorough technical site
selection process to select a first choice and second choice for large scale solar farm
development to be between 10 - 120 MW per site. Such technical site selection process will
include the sites access to the grid through transmission line cut-in or substation connection,
whichever NGCP allows, solar irradiance, the flatness of the land, soil conditions, flood risk
profile, access to water, and other site requirements that would lower the cost of solar project
development, and maximize MWh output. Such technical findings and juwi Singapores first
choice and second choice sites selection and relevant technical information will be shared
with [PH Co-developer].
10
EPC and O&M
(1)

The Parties agree that the EPC and the O&M Contracts shall only be concluded
between juwi Singapore, juwi Philippines, or any of its designee, and any of their
affiliated group of companies, and the SPVs.
11
Exclusivity Agreement

(1)

During the effectivity of this Agreement, PH Co-developer undertakes, and


undertakes to procure the PH Co-developer Companies and their respective
directors, employees, consultants, and agents (Representatives), not to:
(i)

(2)

solicit, enter into, or continue negotiations or any contractual agreement or


understanding in respect of any matter related only to the specific Projects as
set out in ANNEX 1 with any project developers, investors, IPPs, EPCs, PV
module or inverter manufacturers or any other companies or entities which
are or may be competing, directly or indirectly, with the business of juwi
Singapore or of any juwi Company.

During the effectivity of this Agreement, juwi Singapore undertakes, and undertakes
to procure the juwi Companies not to:

Memorandum of Understanding

Page 9 of 20

(i)

solicit, enter into, or continue negotiations or any contractual agreement or


understanding in respect of any matter related only to the specific Projects as
set out in ANNEX 1 with any project developers, investors, IPPs or any other
companies or entities which are or may be competing, directly or indirectly,
with the business of [PH Co-developer].

(ii)

This explicitly excludes the equity sales activities of juwi Singapore for the
purpose of selling the SPVs to third party equity investors at any point in time.

(3)

The Parties agree that the exclusivity undertaking provided under this Section 11
pertains only to the Projects listed in ANNEX 1.

(4)

Each and every obligation in this Section 11 shall be treated as a separate obligation
and shall be severally enforceable as such and in the event of any obligation or
obligations being or becoming unenforceable in whole or in part, such part or parts as
are unenforceable shall be deleted from this Section 11 and any such deletion shall
not affect the enforceability of all other parts of this Section 11.

(5)

Each of the restrictions contained in this Section 11 are considered by the Parties to
be reasonable in all the circumstances as at the date hereof, and it is hereby agreed
and declared that if any one or more of such restrictions shall be judged to be void as
going beyond what is reasonable in all the circumstances for the protection of the
interests of the Parties but would be valid if words were deleted therefrom the said
restrictions shall be deemed to apply with such modifications as may be necessary to
make them valid and effective and any such modification shall not thereby affect the
validity of any other restriction contained herein.

12
Confidentiality
(1)

Each Party will use the information provided by the other Party solely for the
purposes set out in this Agreement. The Parties agree to safeguard, keep secret, and
protect any confidential or proprietary information which they receive and to handle
such information confidentially and with due care and for the sole purpose of
evaluating the received information or performing or implementing this Agreement.

(2)

In particular, juwi Singapore will not use any confidential or proprietary information
provided by PH Co-developer for purposes not relating to the Projects.

(3)

In particular, PH Co-developer will not use any confidential or proprietary information


provided by juwi Singapore for purposes not relating to the Projects.

(3)

juwi Singapore shall be entitled to pass information to a) juwi Companies and b)


subcontractors and other authorized third parties which are required for the
development of the Projects under the condition that these parties are bound to treat
the information confidentially and do not have the right to use the information for their
own purposes or for any other purpose not authorized by juwi Singapore and other
juwi Companies.

Memorandum of Understanding

Page 10 of 20

For purposes of this Agreement, the terms juwi Company or juwi Companies shall
mean any company, corporation, or other legal or natural person or entity (whether
incorporated or unincorporated) which controls, is controlled by, or is under the common
control of juwi Singapore or any of juwi Singapores current or future ultimate shareholders,
the current shareholders of juwi Singapore being Fred Jung and Matthias Willenbacher. The
term control means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the ownership of
voting securities, by contract or otherwise, and includes (i) ownership directly or indirectly of
at least fifty percent (50%) of the shares or other equity securities in issue of such person, (ii)
possession directly or indirectly of at least fifty percent (50%) of the voting power of such
person, or (iii) the power directly or indirectly to appoint a majority of the members of the
board of directors or any other similar governing body of such person, and the terms
controlling and controlled have meanings correlative to the foregoing.

13
Relationship between the Parties
(1)

This Agreement is neither intended to create, nor shall it be construed as creating,


except to the extent allowed and provided under this Agreement::
(i)
a joint venture or partnership between the Parties;
(ii)
any obligation to execute a Project;
(iii)
any obligation to continue discussions or negotiations with respect to any
potential agreement between the Parties; or
(iv)
an agreement to enter into any agreement.

(2)

No Party shall be entitled to incur any liability or obligation on behalf of any other
Party or to dispose of or otherwise alienate, pledge, or encumber any assets of the
other Party.

(3)

Each Party warrants and represents to the other Party that:


(i)
it is duly incorporated and validly existing under the laws of its jurisdiction of
incorporation, and has the requisite corporate power and authority and has
obtained all necessary corporate approvals to execute this Agreement and to
perform its obligations hereunder; and
(ii)
the execution and delivery of this Agreement does not conflict with or result in
a breach or violation of any provision of its constitution or memorandum and
articles of association, any contract under which it or any of its assets is
bound, or any law or pertinent rules and regulations.

14
Liability
The receiving party of any information provided under this Agreement (the Receiving
Party) acknowledges that the disclosing party of such information (the Disclosing Party)
has neither made any representations nor given any warranties as to the accuracy or
completeness of the information for the Receiving Partys purposes. The Receiving Party
agrees that the Disclosing Party shall not by virtue of this Agreement have any liability or

Memorandum of Understanding

Page 11 of 20

responsibility for errors or omissions in, or any decisions made by the Receiving Party in
reliance on, any information disclosed under this Agreement.

15
Expenses and Taxes
(1)

Each Party shall pay its own costs and expenses relating to the negotiation,
preparation, and execution by it of this Agreement, including the costs of any advice
provided by any professional advisors engaged by it, unless otherwise agreed in
writing by the Parties.

(2)

Each Party shall pay any and all taxes arising from its execution of this Agreement in
accordance with the provisions of applicable law.

16
Arbitration
(1) The Parties shall use all reasonable efforts to resolve any dispute that may arise
under this Agreement through good faith negotiations.
(2) In the event that the Parties are unable to reach a resolution within ninety (90) days
from the initiation of such good faith negotiations, any dispute arising from, or in
connection with, this Agreement and its Annexes shall be referred and finally
resolved in accordance with the rules of international arbitration of the Singapore
International Arbitration Centre (SIAC) for the time being in force.
(3) Unless otherwise mutually agreed in writing by the Parties, the arbitration tribunal
shall consist of one arbitrator.
(4) The seat and venue of the arbitration shall be Singapore.
(5) The arbitration proceedings and the award shall be confidential.

17
Termination
This Agreement may only be terminated in accordance with this Section. Either of the Parties
may terminate the agreement, observing the written form requirement, if:
(1)

the other Party is in breach of one of his material contractual obligations and the
breach cannot be remedied within a period of 15 days;
the other Party files for insolvency proceedings, or a third party files a valid and
justified application for the opening of insolvency proceedings, or insolvency
proceedings are initiated against the other party; or

Memorandum of Understanding

Page 12 of 20

(2)

upon the signing of a more detailed and binding Project Development Agreement
between the Parties.

(3)

In case of breach of contract by either party there will be a break fee of


USD20,000.00
18
General Provisions

(1) This Agreement shall be governed by and construed in accordance with the laws of
the Republic of the Singapore (Governing Law).
(2) This Agreement shall remain in full force and effect for two (2) years from the
date of signature hereof by the last Party signing this Agreement unless
sooner terminated pursuant to Section 17 hereof. Six (6) months prior to the
expiration of the aforesaid period, the Parties have the option of renewing this
Agreement by mutual written agreement.
(3) This Agreement contains all the express provisions agreed on by the Parties with
regard to the subject matter of this Agreement and the Parties waive the right to rely
on any alleged provision not expressly contained in this Agreement.
(4) No contract varying, adding to, deleting from, or cancelling this Agreement and no
waiver of any right under this Agreement shall be effective unless reduced to writing
and signed by or on behalf of the Parties.
(5) Any failure by either Party to enforce any right or remedy under this Agreement shall
not constitute a waiver of such right.
(6) Any provision in this Agreement which is or may become illegal, invalid, or
unenforceable in any jurisdiction affected by this Agreement shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability and
shall be treated as not having been written and severed from the balance of this
Agreement, without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction.

(7) By signing this Agreement, each Party agrees that this Agreement represents the
agreement in principle, subject to the terms and conditions above, and is therefore
not intended to be comprehensive. The Agreement, however, is agreed to be binding
with respect to the terms thereof and there is no need for further act or deed
necessary to make the terms of this Agreement effective as between the Parties.

ACCEPTED AND AGREED TO,


The Parties hereto, by duly authorized representatives, have executed this MOU in two
counterparts.

Memorandum of Understanding

Page 13 of 20

_____________________________

_______________________________

Name: Amiram Wojciech Claus Roth


Title: Regional Director, Asia Pacific
juwi Singapore Renewable Energies Pte. Ltd

Name: Maria Celia RS Montfort


Title: President
Negros Negros PH Solar Inc

Memorandum of Understanding

Page 14 of 20

ANNEX 1
The Sugarlandia I
This project is located at a site intended for a free-field solar photovoltaic project plant with a
total installed capacity of approximately 120 MWp Dc, in Municipality of Bacolod Negros
Occidental, Philippines - 168 hectares. (hereinafter referred to as the project).
The Projects will be connected to NGCP grid (69kV or 138kV) and it is planned that the
Projects apply for Feed-in-Tariff with tentative tariff at 9.099 PHP/kWh.
Site References:
KPT-1 N=1,170,863 E=496,123
KPT-2 N=1,170,825 E=496,754

Memorandum of Understanding

Page 15 of 20

ANNEX 2

juwi

PH CoDeveloper

Candidate sites & cadastral information

Site Survey & Survey report

Survey of planning zone and surrounding area

Environmental / Climate data Research

Provision of solar radiation data

Grid Interconnection Analysis (Line, substation etc.)


[initial]

Solar yield analysis & report

Perform Topography Study

Perform Hydrology Study

Perform Soil Survey (Ramming, drilling, concreting


etc.)

1) Field Survey
1.1
1.1
1
1.1
2
1.1
3
1.1
4
1.1
5
1.1
6
1.1
7
1.2
1.2
1
1.2
2
1.2
3

Investment
Partner

Basic Analysis

Additional Studies

Memorandum of Understanding

Page 16 of 20

2) System Design Engineering

juwi

Dev
Partner

2.1

Component selection (i.e. Modules, Inverters,


Mounting structures etc.)

A+R

2.2

Module layout Design (+ mounting structure)

A+R

A+R

A+R

A+R

A+R

A+R

juwi

Dev
Partner

Acquisition of Land Rights (SLUP, FLAg, FSLA,


MOA, Agreement etc.)

Issuance of Original Certificate of Titles (OCT)

Issuance of Order of Conversion

A+R

A+R

A+R

Issuance of Building Permit

Issuance of Electrical Permit

Other Local Construction Permits

Filing & Issuance of RE Service Contract - (pre-dev.


stage)

A+R

Project Feasibility Study

DOE's Letter of Endorsement for NCIP

A+R

2.3
2.4
2.5
2.6
2.7

Civil Engineering Design (roads, drainage, fencing,


building etc.)
Electrical System Design (Basic SLD - AC & DC,
inside the fence)
Perform Basic engineering and technical drawings
required for permits (conceptual engineering)
System design optimization (PR, efficiency, land use,
cable losses, etc.)
Monitoring system selection and design

4) Permits/License

Investm
ent
Partner

Investm
ent
Partner

4.1 Land Development


4.1
1
4.1
2
4.1
3

4.2 Local Requirements


4.2
1
4.2
2
4.2
3
4.2
4
4.2
5
4.2
6

Issuance of Resolution of Support from host


Barangays
Issuance of Resolution of Support from host
Municipality
Issuance of Resolution of Support from host
Provincial Gov

4.3 National Requirements


4.3
1
4.3
2
4.3
3

Memorandum of Understanding

Page 17 of 20

4.3
4
4.3
5
4.3
6
4.3
7
4.3
8
4.3
9
4.4
0
4.4
1
4.4
2
4.4
3
4.4
4

Issuance of NCIP Certificate Clearance (Free &


Prior Consent)
Issuance of Environmental Compliance
Certificate (ECC) (each site)

A+R

Issuance of Permit to Operate

Importer Clearance Certificate

Cert of Accreditation for Import License

Import clearances chemical importations that are


hazardous or DG
Import licence and/or importations of controlled and
precursor chemicals
Filing and Issuance of Certificate of Confirmation
of Commerciality (RESC 2)
Issuance of Confirmation of Electromechanical
Completion
Application for Certificate of Endorsement for FIT
Eligibility
Application for Certificate of Compliance

5) Grid Connection
5.1

Perform a Grid Impact Study (Line, substation etc.)


[Noceco or NGCP]

juwi

Dev
Partner

Investm
ent
Partner

5.2 Signature of Connection Agreement

5.3 Signature of Transmission Service Agreement

5.4 Signature of Metering Service Agreement

5.5 Signature of RE Payment Agreement

6) Construction Work and Operation & Maintenance

juwi

Dev
Partner

6.1 Qualification and Arrangement of contractors

A+R

6.2 EPC contractor

A+R

7) SPV Corporate Structuring, Tax and Legal

juwi

Dev
Partner

A+R

7.1

Registration of Company Registration (SPV) &


Issuance of GIS (General info sheet)

Memorandum of Understanding

Investm
ent
Partner

Investm
ent
Partner

Page 18 of 20

7.2 Registration of Business Permit


7.3

Bangko Sentral Registration Document for Foreign


investments

A+R

7.4 Registration for Loan Approval

7.5 Registration of BIR

7.6 Tax Structuring

7.7

Filing and Issuance of BOI Project Registration


Certificate

7.8 Legal Documents (Land, PPA, EPC, O&M etc.)

8.1
1
8.1
2
8.1
3
8.1
4
8.2
8.2
1
8.2
2
8.2
3
8.2
4
8.2
5
8.2
6

juwi

Dev
Partner

Investm
ent
Partner

Investment Expos creation

A+R

Investors selection

A+R

Term sheet negotiation (Equity portion)

A+R

Closure of the Shareholder Agreement

A+R

Bank Folder creation

A+R

Lender selection

A+R

Financial Modelling

A+R

Term sheet negotiation (Debt portion)

A+R

Closure of Loan agreement

A+R

8) Finance
8.1

A+R

Equity Sourcing

Debt Structuring

Fulfil conditions precedent and loan disbursement


requirements until COD

R = Responsible for execution


- for Initiating approval
- for preparation, completion and correctness of information
- for informing all stakeholders after an approval has been granted

Memorandum of Understanding

Page 19 of 20

A = Accountable = Grants approval / signature


C = Consulted
- supports in preparing the information necessary
I = Informed : To be informed

Memorandum of Understanding

Page 20 of 20