SEARCH
Philippine Government Forms All in One Location
Tweet
Share
Calamity Contract for Loan
NEA contract for calamity loan
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: 2/4/09
Rev.7/10/08
CONTRACT OF LOAN
(Calamity Loan)
____________________
General Manager
____________________
President
SONIA B. SAN DIEGO
Director
Finance Services Department
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
KNOW ALL MEN BY THESE PRESENTS:
This CONTRACT, made and entered into this __ day of _________________,
20______ at _________________________ by and between:
NATIONAL ELECTRIFICATION ADMINISTRATION, a government
corporation created under Presidential Decree No. 269, as amended, represented herein
by ___MARIANO T. CUENCO___ with office address at #57 NEA Building, NIA Road,
Government Center, Diliman, Quezon City, Metro Manila, herein after referred to as
“NEA”;
- and ______________________ ELECTRIC COOPERATIVE, INC. an electric
cooperative organized under existing laws with principal office address at
______________________________________________________ represented herein
by _____________________________, Filipino, of legal age, herein after referred to
as “BORROWER”. The appropriate Board Resolution authorizing him/her to appear for
and on behalf of his/her principal is hereto attached as Annex “A”, and made an integral
part hereof;
WITNESSETH:
WHEREAS, the BORROWER has applied for a loan from NEA; (through
______________________________)
WHEREAS, the BORROWER, due to major disruption of electric service, as a
result of typhoon and other natural calamities, as evaluated and recommended by the
NEA-Engineering Department has requested for NEA assistance in the rehabilitation,
restoration of its systems;
WHEREAS, NEA has agreed, on the basis of the foregoing, to extend the loan
to the BORROWER upon the terms and conditions set forth in this Contract;
NOW THEREFORE, the parties hereto hereby agree as follows:
ARTICLE 1
THE LOAN
SECTION 1. NEA agrees to lend to the BORROWER, on the terms and
conditions set forth or referred to hereinafter as aggregate amount of______________
__________________________________________________________
______________________(P_______________) Philippine Currency.
SECTION 2. The amount of the loan may be withdrawn from the loan account
in accordance with the provisions of Schedule 1 of this Contract for expenditures made
(or, if NEA shall so agree, to be made) in respect of the reasonable cost of goods and/or
services required for the project described in Schedule 1 of this Contract and to be
financed out of the proceeds of the loan.
SECTION 3. Interest – The BORROWER shall pay NEA interest which shall
accrue at the rate of ________ per annum on the outstanding balance of the principal
and any due and unpaid interest subject to the provisions of Section 2, Article VII.
Interest shall be computed on the basis of a 365-day year.
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
2
SECTION 4. Repayment – The BORROWER shall repay to NEA the principal
and interest within _ _________ years in _____ ______ __ equal quarterly installments
during the repayment period; provided however, so that NEA may require accelerated
repayment if the financial condition of the BORROWER warrants.
Payments of principal and interest shall be deferred for not more than
___________________________ year/s after _________________. Interest accruing
during the deferment period shall be capitalized and treated as principal.
Should there be default in the payment of any loan amortization, the amount in
arrears shall bear penalty interest at the rate of __ _____ per annum.
SONIA B. SAN DIEGO
Director
Finance Services Department
SECTION 5. Application of Payment – All payments shall be applied in the
following order:
5.1. Surcharges
5.2. Interest
5.3. Principal
All payments shall be made to the order of the National Electrification
Administration.
SECTION 6. Terminal Date of Disbursement – The BORROWER shall have
a period not exceeding _______________________________________ from the date of
first release within which to submit all requests for disbursements and, unless otherwise
agreed upon in writing, this period will pertain even in the event that this Contract is
amended for an increase in the amount of the loan.
____________________
President
After such period, NEA may, in its discretion, by written notice to the
BORROWER terminate any commitment to disburse and such action by NEA shall be
conclusive.
ARTICLE II
REQUIREMENTS PRIOR TO DISBURSEMENT
SECTION 1. Requirements – The BORROWER shall furnish to NEA, prior to
initial disbursement, the following:
a. The Promissory Note, Deed of Mortgage and other Supplemental
Mortgages, as may be required by NEA;
b. Damage Report
____________________
General Manager
c. Board Resolution requesting for loan.
ARTICLE III
EXECUTION OF THE PROJECT
SECTION 1. The BORROWER declares its commitment to the
rehabilitation/restoration of the operations of the EC in compliance with the Damage
Report, and, to this end, shall carry out the Project with due diligence and efficiency and
in conformity with appropriate engineering, financial and public utility practices, and
shall provide, promptly as needed, the counterpart funds, facilities, services and other
resources required for the undertaking.
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
3
SECTION 2. Without limitation upon the provisions of the above and except as
NEA and the BORROWER shall otherwise agree, the BORROWER shall carry out
whatever projects are needed.
SECTION 3. The BORROWER shall cause the SYSTEM to be constructed by
contract and/or by Force Account, subject to approval of NEA.
SECTION 4. All line extensions, rehabilitations and additional work shall
commence in consonance with the requirements of the EC and as approved by NEA.
SONIA B. SAN DIEGO
Director
Finance Services Department
SECTION 5. Bidding and construction administration shall be in accordance
with NEA Construction Administration Procedures and other pertinent laws, rules and
regulations.
SECTION 6. The NEA or its duly authorized representative and/or
representative/s of international lending institutions, reserve the right to inspect,
examine and test all the work and materials relating thereto, and the BORROWER shall
provide reasonable facilities for the use of the NEA or its duly authorized representative
and/or representative/s of international lending institutions.
SECTION 7. NEA shall administer all loan funds of the BORROWER.
ARTICLE IV
PARTICULAR COVENANTS
____________________
General Manager
____________________
President
SECTION 1. The BORROWER shall continue to:
a. Deposit its funds in government Banks or any established bank duly
approved by NEA.
b. Select an auditing firm from an accredited list of NEA external auditors.
c. Provide adequate coverage for insurable assets.
d. Appoint a general manager or designate an OIC subject to the
confirmation of NEA, who shall not be suspended or dismissed without
prior approval of NEA.
SECTION 2. The BORROWER shall carry on its operations and conduct its
affairs in accordance with sound administrative, financial and public utility practices
under the supervision of qualified and experienced management assisted by competent
staff in adequate numbers.
SECTION 3. The BORROWER shall at all times operate and maintain its plants,
machinery, equipment and other property, and from time to time, promptly as needed,
make all necessary repairs and replacements thereof, all in accordance with sound
engineering, financial and public utility practices.
SECTION 4. The BORROWER shall obtain easements, authorizations and
permits necessary for the construction and operation of the System. No funds shall be
used by BORROWER to pay for easements without prior approval of NEA.
SECTION 5. The BORROWER shall establish or adopt rules and regulations,
policies and such other terms and conditions affecting its extension and furnishing of
services, to ensure achievement of the loan purposes, subject to prior approval and/or
revision by NEA before implementation.
____________________
General Manager
____________________
President
SONIA B. SAN DIEGO
Director
Finance Services Department
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
4
SECTION 6. The BORROWER covenants that it shall not operate or energize
any portion of the System until the BORROWER and the NEA shall have determined that
such portion of the System has been properly constructed, completed and closed-out in
accordance with prescribed procedures.
SECTION 7. The BORROWER represents and warrants that no fee or
commission has been or shall be paid and no agreement therefore has been or shall be
entered into by the BORROWER or any of its officials, employees, agents or
representatives in order to obtain the loan.
SECTION 8. The BORROWER agrees and binds itself to comply with all NEA
policies, letters, bulletins, memoranda, guidelines, rules and regulations, procedures and
other documents issued pursuant to Presidential Decree No. 269, as amended, the
Contract of Loan and Mortgaged Contract and other pertinent laws, rules and
regulations.
SECTION 9. The BORROWER shall before implementation, submit all budget
appropriations for approval by NEA. Cooperative funds disbursed without NEA approval
shall be accounted for by the accountable Cooperative officials and they shall be held
liable therefore.
SECTION 10. NEA, through its authorized representative and/or
representatives of international lending institutions, shall have access to and the right to
inspect and require the BORROWER to submit all such books, records, accounts and
plans, specifications, drawings and other documents pertaining to the management,
operations and maintenance of the SYSTEM.
SECTION 11. The NEA reserves the right to be represented and to participate
in all Board meetings and deliberations of the Borrower of whatever kind, nature and
character, and to approve policies and resolutions of the Board. Further, the Borrower
hereby agrees that during the lifetime of this Contract, it shall remain under the
supervision of NEA.
SECTION 12. The BORROWER agrees and binds itself to adopt policies,
resolutions or amendments to its By-Laws in conformity with existing laws. In case of
conflict among such policies, resolutions or amendments with the BORROWER’s By-Laws
and the NEA policy and future issuances, the latter shall conclusively prevail.
ARTICLE V
FINANCIAL COVENANTS
SECTION 1. (a) The BORROWER shall maintain records and accounts
adequate to reflect in accordance with sound accounting
practices its operations and financial condition.
(b) The Borrower shall:
(i)
have its records, accounts and financial statements each
fiscal year audited, in accordance with appropriate
auditing principles consistently applied, by independent
auditors acceptable to NEA;
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
5
(ii) furnish to NEA as soon as available, but in any case not
later than six (6) months after the end of such year:
(A.) certified copies of BORROWER’s financial
statements for such year as so audited; (B.) the report
of such audit by said auditors, of such scope and in such
detail as NEA shall have reasonably requested; and
(iii) furnish to NEA such other information concerning said
records, accounts and financial statements as well as
the audit thereof as NEA may reasonably request.
SONIA B. SAN DIEGO
Director
Finance Services Department
SECTION 2. Each year and during Project implementation period, the
BORROWER shall carry out in consultation with NEA, a review of its investment program
for the succeeding five (5) years and its accomplishment report and accounting of funds
for the preceding two (2) years.
ARTICLE VI
DEFAULTS, REMEDIES, AND SANCTIONS
SECTION 1. The occurrence of any of the following events shall constitute
default by the BORROWER:
a. failure to perform any term, covenant, promise, condition or agreement
as set forth in the Contract of Loan, Mortgage Contract and
Supplemental Mortgage(s);
b. breach of any warranty or gross misrepresentation;
____________________
President
c. violation of any policy, rules or regulations issued by NEA.
SECTION 2. In the event of default, NEA may, in addition to the rights,
privileges, powers and remedies granted to it under Presidential Decree No. 269 as
amended and other pertinent laws, exercise any or all of the following remedies:
a. Suspend and/or stop all types of assistance (financial, technical and
institutional);
b. Declare all unpaid obligations to be immediately due and payable;
c. Assign or designate an Acting General Manager and/or a Project
Supervisor;
____________________
General Manager
d. Take over the construction, operation, management and control of the
SYSTEM;
e. Take any other lawful remedial measure;
SECTION 3. Every right, privilege, power or remedy herein or in the Notes or
in the Mortgage or in any Supplemental Mortgage conferred upon or reserved to NEA or
any holder thereof or holders of the Notes shall be cumulative and in addition to every
other right, privilege, power and remedy now or hereafter existing in law or in equity or
by statute. The pursuit of any right, privilege, power or remedy shall not be construed as
an election of the foregoing.
6
ARTICLE VII
MISCELLANEOUS
SECTION 1. This Contract may be revised or amended by mutual consent of the parties.
SECTION 2. NEA reserves the right to increase or decrease, with notice to the
BORROWER, the rate of interest on the loan pursuant to such policy as it may adopt from time to
time during the pendency of the loan.
SECTION 3. The BORROWER shall not assign to a third party any of the rights arising
from this Contract.
SECTION 4. Should any part of this Contract be declared invalid, such declaration shall
not affect the validity and enforceability of the other provisions.
IN WITNESS WHEREOF, the parties have affixed their signatures on the date and place
first above written.
NATIONAL ELECTRIFICATION
ADMINISTRATION
By:
ELECTRIC COOPERATIVE, INC.
By:
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
___________________
President
WITNESSES:
SONIA B. SAN DIEGO
Director
Finance Services Department
___________________
General Manager
7
____________________
General Manager
____________________
President
SONIA B. SAN DIEGO
Director
Finance Services Department
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
_________________________ )
BEFORE ME, a Notary Public for an in ___________________________________
Philippines, on this ________ day of _________________________. 20______
personally appeared _ ________________________________ with Residence Certificate
No. _____________ issued at ___________________ on _______________ and
_MARIANO T. CUENCO_ with Residence Certificate No. _____________ issued at
____________________________ on ____________________ representing the
_______________________________ELECTRIC COOPERATIVES, INC.__ and the
NATIONAL ELECTRIFICATION ADMINISTRATION, respectively, known to me and to me
known to be the same persons who executed the foregoing Contract of Loan and who
acknowledged to me that the same is their true and voluntary act and deed and the true
and voluntary act and deed of the Offices they respectively represent.
I CERTIFY that this Contract consists of __eight (8)_ pages including this one,
each page duly signed by the PARTIES and their instrumental witnesses at the left hand
margin except page __Six (6)___which is signed at the foot thereof and wherein this
Acknowledgment is written.
IN WITNESS WHEREOF, I have hereunto affixed my signature and my official
seal on the date and at the place first above-written.
_______________________________
NOTARY PUBLIC
My Commission expires on _________
PTR NO. ________________________
Doc. No. __________
Page No. __________
Book No. __________
Series of 20________
MARIANO T. CUENCO
Deputy Administrator
Corporate Resources and
Financial Services
8
SCHEDULE 1
PROJECT DESCRIPTION
A. REHAB OF LINES
B. SYSTEM UPGRADING
C. REHAB / UPGRADING
SONIA B. SAN DIEGO
Director
Finance Services Department
D. EXPANSION OF LINES
Three Phase Line
________ Kms.
Two Phase Line
________ Kms.
Single Phase Line
________ Kms.
Open Secondary Line
________ Kms.
Underbuilt Secondary Line
________ Kms.
E. ADD ONS
____________________
General Manager
____________________
President
Connections of about ______ customers to existing lines.
F. LOGISTICS
