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Repubhc of the Philippines wm.qç.pph
ENERGY REGULATORY COMMISSIO
San Miguel Avenue, Pasig City

14
RESOLUTION NO. ,Series of 2013

A RESOLUTION ADOPTING A PRO-FORMA DISTRIBUTION

WHEELING SERVICES AGREEMENT (DWSA) BETWEEN A RETAIL
ELECTRICITY SUPPLIER (RES) AND A DISTRIBUTION UTILITY (DU)
UPON RETAIL COMPETITION AND OPEN ACCESS (RCOA)

WHEREAS, on January 18, 2006, the Commission

promulgated the Distribution Services and Open Access Rules
(DSOAR) which aims to provide the terms and conditions pertaining
to Distribution Connection Assets and Services, Service to the
Captive Market, Supplier of Last Resort, Service to the Contestable
Market, Unbundled Wheeling Service and Guidelines for Establishing
Regulated Service Rates;

WHEREAS, on February 22, 2010, the Commission

promulgated the Amended DSOAR in view of the new regulatory
regimes that were adopted for private utilities and electric
cooperatives, such as the Performance-Based Regulation (PBR) and
Rules for Setting Electric Cooperatives' Wheeling Rates (RSEC-WR),
respectively;

WHEREAS, the Amended DSOAR requires distribution utilities

to adopt pro-forma agreements in preparation for Retail Competition
and Open Access (RCOA);

WHEREAS, on February 11, 2013, the Commission received a

petition for the adoption of a pro-forma Distribution Wheeling Services
Agreement (DWSA) between a Retail Electricity Supplier (RES) and a
Distribution Utility (DU) upon RCOA docketed as ERC Case No.
2013-003RM;

WHEREAS, on February 28, 2013, the proposed pro-forma

DWSA was posted on the Commission's website directing all
interested parties to file their respective domments thereon on or
before March 11,2013;

WHEREAS, on 2013, a public consultation was

conducted in the Comr n Office to discuss the comments
Resolution No. 1 1 Series of 2013
,

A Resolution Adopting a Pro-Forma DWSA Between a

RES and a DU Upon Retail Competition and Open Access
(RCOA)
Pane 2 of 2

submitted by the following stakeholders: a) Manila Electric Company

(MERALCO); b) Visayan Electric Company, Incorporated (VECO); c)
Retail Electricity Suppliers Association (RESA); and d) Distribution
Management Committee (DM0);

WHEREAS, after a careful consideration of the comments

submitted by interested parties, the Commission deems it appropriate
to adopt a pro-forma DWSA to facilitate the smooth transition to a
regime in which RCOA is already in place, to afford contestable
customers the opportunity to evaluate it within a reasonable period
prior to its commercial operations and to enable them to ease into the
retail market;

NOW, THEREFORE, be it RESOLVED, as the Commission

hereby RESOLVES to ADOPT a pro-forma DWSA (copy hereto
attached as Annex "A").

This Resolution and the attached pro-forma DWSA shall take

effect after fifteen (15) days following the completion of their
publication in a newspaper of general circulation in the Philippines.

Let copies of this Resolution be furnished the University of the

Philippines Law Center-Office of the National Administrative Register
(UPLC-ONAR) and all distribution utilities.

Pasig City, June 17, 2013.

14 (A~
DA G. CRUZ-DUCUT
Chairperson

I
AFIEDA JO%E/C.REYES
Coiuimissioner

(On Official Travel)

ALFREDO J. NON GLORIA VICTORIA C. YAP-TARUC
Commissioner Commissioner
r,ØC'forma'(WSA RES
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Page 1 of 15

DISTRIBUTION WHEELING SERVICE AGREEMENT

(For Retail Electricity Suppliers)

This AGREEMENT is entered into this day of

at City, Philippines, by and between:

a corporation duly organized

and existing under the laws of the Republic of the Philippines, with
principal offices at , duly
represented by Mr. __________ (designation) and Mr.
(designation) hereinafter referred to as "COMPANY";

-and-

duly organized and existing under the

laws of the Republic of the Philippines, with principal offices at
duly represented by
Mr. (designation), and hereinafter referred to as "Retail
Electricity Supplier or RES';

"COMPANY" and "RES" hereinafter shall collectively be referred to

as "PARTIES".

WITNESSETH THAT:

WHEREAS, the COMPANY is a Distribution Utility (DU) with a

legislative franchise to operate and maintain an electric distribution
system in the Cities/Municipalities - of

WHEREAS, the RES is duly licensed by the Energy Regulatory

Commission (ERC) to sell, broker, market or aggregate electricity to
contestable customers;

WHEREAS, the RES is desirous of availing of the Distribution

Wheeling Service (DWS) offered by the COMPANY;

WHEREAS, the PARTIES agree to permit the wheeling

transaction to take place based on the terms and conditions as set
out in this Agreement; subject to rules and regulations of the ERC
and any other applicable laws;
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Page 2 of 15

NOW, THEREFORE, in consideration of the foregoing

premises and the mutual covenants set forth herein, the PARTIES
hereto agree as follows:

Section 1. Scope. This Agreement is solely for the

provision of DWS, which pertains to those services performed by the
COMPANY for the conveyance of electricity through its distribution
system in order to meet the demand of the customer of the RES. This
Agreement does not constitute an Agreement to supply electricity to
the RES.

Section 2. Provision of DWS. Subject to the terms and

conditions of this Agreement, and applicable rules and regulations,
the COMPANY shall provide DWS to the RES and the latter's
customers under the technical specifications as specified in the
attached Schedule with the concerned customer.

The RES shall not modify or allow the modification of the

technical specifications without the written consent of the COMPANY.
Should the RES or its customer intend to modify said specifications,
the RES shall notify the COMPANY no less than thirty (30) business
days in advance. Any incremental cost attributable to any
modification in the specifications of the RES or its customer shall be
made at the sole expense of the RES.

Section 3. Charges. The RES shall pay DWS charges,

including all applicable taxes, based on the applicable rate schedule
for the provision of DWS, which include, among others, the: (i)
Distribution Charge; (ii) Standard Connection Charge (SCC), or
Guaranteed Minimum Billing Demand (GMBD); (iii) Supply Charge;
(iv) Metering Charge; (v) System Loss Charge; (vi) Transmission
Charge; (vii) Local Franchise Tax; (viii) Senior Citizen Discount, if
applicable; (ix) Lifeline Subsidy; (x) Universal Charge; and (xi) Other
Charges and Adjustments which shall include, but not limited to,
over/under-recoveries and other pass-through charges approved by
the ERC to be billed by the COMPANY to the RES. Said charges
shall be payable in accordance with Section 9 hereof, commencing
on the first billing month from the effectivity of this Agreement.

Section 4. Eligibility for DWS. A RES shall be eligible for

DWS if it: (i) continues to possess all the eligibility requirements
under the Distribution Services and Open Access Rules (DSOAR), as
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Page 3 of 15

amended, Revised Rules for the Issuance of Licenses to Retail

Electricity Suppliers and other pertinent guidelines, or any
amendments thereto; (ii) has no undisputed outstanding debts with
the COMPANY, the Transmission Service Provider (TSP), or the
Wholesale Electricity Spot Market (WESM); and (iii) complies with the
credit requirements approved by the ERC.

Section 5. Duties and Responsibilities of RES. The RES

shall:

a. Secure any required approvals, licenses, clearances from

the ERC and/or other governmental agencies for its
operation, including payment of any fees and execution of
any applicable agreement;

b. Require its customers to comply and maintain to comply

with the technical specifications and requirements, and
technical infrastructure/equipment standards prescribed
by the COMPANY, as embodied in the Connection
Agreement (CA) executed by said customer of the RES
with the COMPANY, including applicable provisions of the
Philippine Distribution Code (PDC), rules and regulations
of the ERC and any other applicable law or guidelines;

C. Be solely responsible for complying with any applicable

WESM requirements pertaining to the RES or its
customer and payment of all related obligations to the
other market participants;

d. Be solely responsible for all contractual and billing

matters, including disputes, relating to its customer; and

e. Enjoin its customers not to engage in pilferage of

electricity and monitor that its customer strictly complies
with it.

Section 6. Duties and Responsibilities of the COMPANY.

The COMPANY shall:

a. Subject to system constraints and performance standards

approved by the ERC, make reasonable provisions to
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Page 4 of 15

provide steady and continuous DWS to the customers of

the RES.

b. Comply with applicable laws, and pertinent government

rules and regulations, as well as good utility practice;

C. Use as reference the registrations of the metering

facilities which are capable of measuring energy use and
demand, unless an estimated meter reading is necessary,
in accordance with applicable rules and regulations; and

d. Protect the interests of the contestable customers in good

standing.

Section 7. Additional Terms and Conditions. Any terms and

conditions specifically applicable to the RES' Customer shall be
specified in the applicable Schedule with the concerned customer,
which shall be considered integral part hereof.

Section 8. Switching of RES' Customers. Switching of

the customers of the RES shall follow the procedure laid down in the
applicable rules and regulations.

a. The switching of the RES customers shall not be allowed

in the absence of the required switch approval from the
Central Registration Body (CRB); and

b. The COMPANY shall have the right to fully rely on the

Switch Approval sent to it by the CRB and shall not be
responsible for verifying the validity of such approval. In
all cases, the RES shall hold the COMPANY free from
any liability arising therefrom.

Section 9. Billing and Payment The COMPANY shall

bill the RES for all the charges stipulated under this Agreement and
the applicable Schedule with the RES' Customer, if any, including any
billing adjustment, differential bills and such other charges as may be
approved by the ERC. Said bill shall become due and demandable
within calendar days from the receipt of said bill by the
RES. Any amount unpaid shall be charged with interest at the rate
not to exceed 12% per annum from the date the bill was due to be
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Page 5 of 15

paid. The payment of the interest is in addition to, and not in lieu of,
all other rights and remedies otherwise available to the COMPANY.

The RES may dispute any bills in writing within thirty (30)
calendar days from receipt of the bill. Notwithstanding the foregoing,
the RES shall continue to pay the disputed bills without deductions or
any offset and shall not be an excuse or ground for the RES to delay
payment of succeeding bills or to unilaterally deduct any amount
therefrom. The COMPANY shall endeavour to resolve any disputed
bills within 30 calendar days from its receipt of the written complaint
by the RES.

Section 10. Bill Deposit Prior to the commencement of the

services to the RES' Customers, a bill deposit to secure payment of
any outstanding regular bills shall be paid by the RES to the
COMPANY, equivalent to the one (1) month estimated billing for all
DWS Charges of the RES' Customer under Section 3 hereof, based
on the latter's average billing in the immediately preceding twelve
(12) months or in case of a newly connected RES' Customer, based
on projected demand and/or energy of such customer. The
COMPANY may likewise apply such bill deposit to any outstanding
bill, billing adjustment or differential billing upon termination of the
contract.

Said deposit shall be adjusted: (i) annually, to reflect the

average billing of the RES' Customers during a one (1) year period;
or (ii) to replace any deposit previously applied to any outstanding bill,
billing adjustment or differential billing; or (iii) to reflect the increase or
decrease in load, or the number of the RES' Customers under this
Agreement. Any excess or deficiency in the amount of bill deposit,
after said adjustment, shall be correspondingly refunded through
credit to bill to, or collected from, respectively, the RES by the
COMPANY.

A RES customer that has paid its electric bills on or before its
due date for three (3) consecutive years may, however, demand for
the full refund of the deposit prior to the termination of his service.
The provisions of the DSOAR shall apply.

Section 11. Disconnection of Service of ARES' Customers.

Subject to prior notice to the RES by the CRB, the services of the
RES' Customers shall be disconnected under any of the following
circumstances:
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Page 6 of 15

a. RES fails to pay the DWS charges, or any adjusted or

differential bills or such other charges stipulated in this
Agreement, on the due date, in part on in whole;

b. Termination of the RES supply contract with its

customer/s under Section 15 hereof;

C. When the RES has not complied with any of the

provisions of the OSOAR, PDC, other applicable laws,
including any amendments thereon;

d. In case of non-payment by the RES of its customer's final

bill, or balance thereof, as a captive customer, in case of
the latter's initial transfer from the captive to the
contestable market;, as well as the customer's final bill, in
case of regular switching.

e. Violation of any of the terms and conditions of this

Agreement by the RES;

f. Other circumstances allowed by law or government rules

and regulations; and

g. In case of violation by the CUSTOMER of R.A. 7832,

otherwise known as "Anti-electricity and Electric
Transmission Lines/Materials Pilferage Act of 1994".

The COMPANY's exercise of its rights under this Article shall

not entitle the RES to renege on its obligation to pay the DWS
charges, disconnection fees or other billings rendered under this
Agreement.

Nothing in this agreement shall prevent the COMPANY from

temporarily discontinuing the provision of DWS whenever it finds it
necessary to execute any routine maintenance, repairs or
modifications on its distribution system or in the event of an
emergency or to correct unsafe operating conditions in the
distribution or connection facilities; Provided however, that except in
cases of force majeure, forced outage/interruption, event of
emergency or the need to correct unsafe operating conditions, the
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paqe7ofl5

COMPANY shall give advance notice to the RES within a reasonable

time of said temporary discontinuance of DWS, in a manner allowed
by the applicable rules and regulations. In any case, the RES shall be
solely responsible in notifying its customers of the disconnection.

In case the DWS is temporarily discontinued under this Section,

the COMPANY shall likewise effect the reconnection of the RES'
Customer's service, when the COMPANY's routine maintenance,
repairs or modification to the facilities and nearby facilities have been
completed or when the emergency has ceased or the unsafe
operating conditions in the distribution or connection facilities have
been corrected.

Section 12. Disconnection of the RES' customer—upon

request of the RES. In the event that the RES' Customer fails to pay
the RES for service rendered by due date, the COMPANY shall
disconnect the RES' Customer within 24 hours upon receipt of the
request for disconnection from the CRB.

a. Validity of RES' Request for Disconnection. The

COMPANY shall not have any obligation to act upon the
RES' request for disconnection. The COMPANY shall
have the right to fully rely upon the request sent to it by
the CRB. Absent any request from the CRB, the RES
continues to be liable for all DWS billed by the Company
for all delivered services to the customer of the RES.

b. RES' Customer pays the RES at the time of

disconnection. In the event that the RES' Customer
pays the RES before the actual disconnection, the
COMPANY shall, within 48 hours from its receipt of notice
from the CRB, reconnect the services of the customer.
Nonetheless, if the COMPANY was not properly notified
within said period and the COMPANY has already
effected the disconnection, the RES shall be liable to pay
the disconnection fee and shall be solely responsible for
all liability, including costs incurred and injury suffered by
its customer as a result of its disconnection.

C. Customer Protest The RES shall be held solely liable

for, and shall defend and hold the COMPANY free and
harmless against, any protest, claims or damages by the
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paae 8 of 15

RES' Customer to the disconnection made by the

COMPANY under this Section.

d. Delinquency or Non-Payment of Bills of RES

Customer. The COMPANY shall not disconnect the
services of RES customer/s due to non-payment of bills of
another RES customer unless otheiwise instructed by the
CRB in accordance with existing regulation.

The RES shall be liable to pay the appropriate disconnection

fee for disconnections made under this Section.

SectIon 13. COMPANY'S Inability to Effect Disconnection. In

the event that the COMPANY is unable to exercise its right to
disconnect under this Agreement and the applicable Schedule with
the RES' Customer, despite due diligence and without fault on its
part, and the RES' Customer continues to avail of DWS, the RES
shall continue to pay the corresponding charges equivalent to the
amount of DWS; Provided that, the COMPANY shall notify the RES
of its inability to effect such disconnection within a reasonable time.

Section 14. Reconnection of the Customers' Service.

Subject to prior notice to the COMPANY by the CRB, reconnection of
the RES' Customer's service shall be effected by the COMPANY:

a. In cases of Section 11(a) and 11(d), after the RES has

settled its obligation with the COMPANY;

b. In case of Section 11(b), if the contract executed between

the RES and its customer has been renewed and the
RES has requested the inclusion of its customer in the
DWS;

C. In case of Sections 11(c) and 11(e) when the RES

presents proof to the satisfaction of the Company that the
non-compliance and/or violation of the provisions of this
Agreement, the DSOAR, as amended, PDC, and/or other
applicable laws, has ceased.

d. In case of 12(b), within the timeframe provided in said

Section.
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paae9ofl5

Reconnection of the RES' Customer under Section 14(a), (b)

and (c) shall be subject to payment of appropriate reconnection fees
as approved by the ERC. If the emergency or unsafe operating
condition, which brought about the suspension of the DWS is due to
the fault of the RES' Customer, the same shall likewise be subject to
payment of appropriate reconnection-fees.

Section 15. Termination of RES' Contract with its

Customer. Upon termination of the supply contract executed
between the RES and its customer, the RES shall, within twenty-four
(24) hours, notify the COMPANY of such fact. Thereafter, the
COMPANY shall send a final billing to the RES covering the DWS of
such customer, including any adjusted or differential bill/s and other
applicable charges approved by the ERC, if the service is terminated
before the next scheduled reading. After payment by the RES of the
COMPANY's final billing, including any adjusted or differential bill/s,
the COMPANY shall send a certification to the RES that all its bills for
that particular customer have been paid. Should the RES fail to notify
the COMPANY that its supply contract with its customer has been
terminated, the RES shall continue to be liable for all the charges
stipulated under this Agreement.

In case the termination of the supply contract of the RES with its
customer was due to the reversion of the latter to the captive market,
in addition to the foregoing paragraph, the discontinuance of DWS to
such RES' Customer shall become effective only at the end of the
meter reading date of said customer; Provided that, such reversion of
the customer to the captive market has been approved by the ERC,
with notice to the COMPANY. For the avoidance of doubt, prior to the
effectivity of the discontinuance of the DWS to such RES' Customer,
the RES shall continue to be liable to the COMPANY for the payment
of charges as stipulated under Sections 3 and 9 hereof and the
observance of the terms and conditions provided in this Agreement
and the accompanying Schedule with its customer.

Section 16. Undelivered Energy, Damages and Other

Losses. The RES understands that the COMPANY undertakes
scheduled and/or unscheduled maintenance, repairs and
replacement of its facilities to improve service. In such cases, and in
other cases of outages due to events stated in Section 19 or for
reasons not attributable to the fault of the COMPANY, the RES
agrees that the COMPANY shall not be liable for any undelivered
energy, or for damages, whether direct or consequential, including
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paae 10 of 15

without limitation, loss of profits, loss of revenue, or loss of production

capacity, as a result of interruption or disconnection of its service.

Section 17. Supply Imbalances. The RES shall have the

responsibility of procuring the full power supply requirement of its
customers. it shall reimburse to the COMPANY the cost of any
additional power supply requirement delivered to the RES' Customer
but billed to the COMPANY by the Wholesale Electricity Spot Market
(WESM), including any applicable interest, surcharge or penalties.

Section 18. Liability for Non-technical System Losses and

Damages as a result of Pilferage. The RES shall be liable for non-
technical system losses if it condones, colludes, conspires with, or
engages in the pilferage of electricity or tampering of meters or
facilities of the COMPANY. Condonation, collusion and conspiracy
shall include, but not be limited to, the following instances: (a) when a
RES has knowledge of pilferage of electricity committed or being
committed by its customer and refuses or fails to report such fact to
the COMPANY; and (b) when a RES or any of its employees or
representatives assists or participates in the commission of pilferage
of electricity by its customer. The RES shall likewise be liable for any
damages caused to the COMPANY or third persons arising, or
resulting, from such pilferage.

Section 19. Force Majeure/Fortuitous Event/Other Event

The COMPANY shall not be liable to the RES with respect to the
non-performance of any of its obligations under this Agreement in the
event and to the extent that such non-performance is the direct result
of or has been directly caused by force majeure and fortuitous event
including other event that are beyond the control of the COMPANY.
Force majeure and fortuitous event including other event shall mean
such event: (i) that is not within the reasonable control, directly and
indirectly, of the COMPANY; and (ii) which, despite the exercise of
reasonable diligence, cannot be prevented, avoided or removed by
the COMPANY; Provided that, the COMPANY has taken all
reasonable precautions, and due care in order to avoid or mitigate the
effect of such event on the COMPANY's ability to perform its
obligations under this Agreement. These events shall include, but
may not be limited to the following:

a. A typhoon, storm, tropical depression, flood, drought,

volcanic eruption, earthquake, tidal wave or landslide;
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paciell of 15

b. An act of public enemy, war (declared or undeclared),

sabotage, blockade, revolution, riot, insurrection, civil
commotion or any violent or threatening actions;

C. Non system-wide and system-wide Transmission

constraints and/or outages in the Transmission and
Distribution System; and

d. Any lawful orders rendered by competent authority,

including any advice or warnings of government
authorities for safety reasons.

Section 20. Amendment/Modification of Agreement This

Agreement, including the applicable Schedule with the RES'
Customer, constitutes the sole and entire agreement between the
PARTIES and supersedes all previous arrangements or agreements
in respect of the subject-matter of this Agreement. No amendments of
this Agreement or the applicable Schedule with the RES' Customer,
or consent to any departure therefrom, shall in any way be of any
force or effect unless confirmed in writing and signed by the
PARTIES. If necessary, such amendment or departure shall be
effective only upon approval by the ERC. The failure of any Party, at
any time, to require performance of any provision hereof shall in no
manner affect the right to enforce the same at a later time. No waiver
by any Party of the breach of any term or covenant contained in this
Agreement, whether by conduct or otherwise, shall be deemed to be
construed as a further or continuing waiver of such breach or waiver
of the breach of any other term or covenant, unless such waiver is in
writing.

Section 21. Effectivity and Termination of Agreement

This Agreement shall be valid and binding to the PARTIES upon
execution hereof unless terminated by either party by serving written
notice to the other at least thirty (30) calendar days before the
effective date of termination. It shall take effect on the earliest next
regular meter reading date of the RES' Customer/s, as contained in
the attached Schedule/s, after the execution date hereof, provided
that such RES' Customer/s has/have validly executed Connection
Agreement/s with the COMPANY.

This Agreement may likewise be terminated: (a) after due

notice, for violation of any of the obligations set forth herein by any
Party; (b) under Section 15, upon termination of the contract between
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paae 12 of 15

the RES and its customer; and/or (c) without any need of prior notice:
(i) under Section 4, when the RES is no longer eligible for DWS; (ii)
when this Agreement is rendered invalid and/or unenforceable by law
or competent authority; (iii) when the performance of any obligations
under this Agreement has been rendered legally or physically
impossible; (iv) in case of the RES' failure to pay the bill deposit or
the corresponding adjustment thereon; and (v) in case of violation of
R.A. 7832 otherwise known as "Anti-electricity and Electric
Transmission Lines/Materials Pilferage Act of 1994" either by the
RES' own act or if the RES has condoned, colluded or conspired with
its End-use customer.

Upon termination or expiration of this Agreement, all rights and

obligations of the PARTIES hereunder shall cease, except (a) such
rights and obligations as may have accrued as of the date of
termination or expiration, such as but not limited to payment of any
outstanding bills; and (b) any right or obligation which survives the
termination of this Agreement.

Section 22. Delivery of Notices. All notices, letters and/or

communications shall be addressed to the following:

For the COMPANY:

Name:
Mailing Address:
Phone Number
Fax Number:
Email Address:
Billing Address:
(both electronic and postal)

For the RES:

Name:
Mailing Address:
Phone Number:
Fax Number:
Email Address:
Billing Address:
(both electronic and postal)
ERC License Number: _____
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paqe 13 of 15

Either Party may change the above information through written notice
to the other Party.

Section 23. Warranties. The PARTIES represent and warrant

to each other that: (i) the signatories to this Agreement are duly
authorized to sign this Agreement; and (ii) all requisite authorizations,
approvals, permits or consent to make this Agreement or any
amendment or supplement thereto valid and enforceable have been
obtained.

Section 24. Invalidity of Provisions. If any provision of this

Agreement is declared by a competent court to be invalid or
unenforceable, the invalidity or unenforceability of such provisions
shall not affect the other provisions of this Agreement, and all
provisions not affected by such invalidity or unenforceability shall
remain in full force and effect.

Section 25. Assignment of Rights. The RES shall not assign

its rights under this Agreement. In case of any change in its corporate
name, or status brought about by merger, consolidation, amendment
of articles of incorporation, sale of business or transfer of ownership,
the RES shall advise the COMPANY of such fact in writing, within
thirty (30) calendar days from the effective date thereof. Violation of
this provision shall give the COMPANY the right to terminate this
Agreement, without prejudice to any action that the COMPANY may
bring for the collection of any outstanding obligation of the RES to the
COMPANY.

Section 26. Disputes. If any dispute shall arise between the

PARTIES in connection with or arising out of this Agreement, either
party may request in writing to meet within five (5) days from
occurrence thereof and attempt to resolve the dispute. In the event
that such dispute remains unresolved within ten (10) days after such
request, the aggrieved party may bring the dispute for resolution by
the ERC if said dispute is within the exclusive jurisdiction of the ERC.
Otherwise, the aggrieved party may seek redress from the regular
courts. In case of the latter, the PARTIES hereby agree that the
venue for any court action shall be the regular courts of the principal
place of business or principal office where the COMPANY is located.
 Annex "A"
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IN WITNESS WHEREOF, the PARTIES hereto have caused

the foregoing instrument to be executed by their respective officers
and/or their representatives, thereunto duly authorized at the place
and on the date first above written.

Signature Over Printed Name Signature Over Printed Name

(Designation) (Designation)
(DU) (RES)
(Date Signed) (Date Signed)

SIGNED IN THE PRESENCE OF:

(Witness Name, Signature Over (Witness Name, Signature Over

Printed Name) Printed Name)
 Annex "A"
Distribution Wheeling Service Agreement (DWSA) Pro-Forma
Contract
Paae 15 of 15

ACKNOWLEDGMENT

Republic of the Philippines }

}S.S.

Before me, a Notary Public, for and in the City of ________

personally appeared the following affiants with their respective
competent proof of identities:

DU Valid government issued id

RES Valid government issued id

known to me and to me known to be the same persons who executed

the foregoing instrument, consisting of _____ pages, including the
page whereon this Acknowledgment is written, with all pages signed
by both PARTIES and their instrumental witnesses, and they
acknowledged to me that the same is their free and voluntary act and
deed and that of the Corporation/Company they respectively
represent.

IN WITNESS WHEREOF, I have hereunto set my hand and

seal this _____ day of , at
Philippines.

Doc. No.________
Page No.________
Book No.________
Series of