DEFINITIONS

Capitalized terms used in this Regulation but not defined herein will have the meaning given to such terms in the Act. -1- The following terms used in this Regulation have the meanings set forth below, except where the context clearly indicates a different meaning. 2.1 Acts: means Act No. 83 of May 2, 1941, as may be amended from time to time, including as amended by Act No. 57-2014; and Act 57-2014, as may be amended from time to time, including as amended by Act No. 4-2016. 2.2 Addendum: means a written supplement issued by the Authority after the issuance of a Request for Proposals, which includes changes or additions to (i) the terms and conditions of a Request for Proposal; (ii) the conceptual design or the plans and specifications of a Project, (iii) the terms or conditions of the related Contract, or (iv) any other document related to a Request for Proposals. 2.3 Affiliate: means, with respect to any Person, any other Person (i) that directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common control with, such Person. 2.4 Authority or PREPA: means the Puerto Rico Electric Power Authority. 2.5 Authorized Representative: means the member or members of the Project Committee and any other advisors designated by the Executive Director to support the Project Committee, including to negotiate with Proponents on behalf of the Authority, identified in the RFP as the single point of contact with Proponents during the RFP. 2.6 Award of Contract: means the approval of a Contract by the Board and the Energy Commission. 2.7 Board: means the board of directors of the Authority. -2- 2.8 Business day: means a day other than a Saturday, Sunday or a day on which banking institutions in the Commonwealth are authorized or permitted under applicable law to be closed to the public. 2.9 Commonwealth: means the Commonwealth of Puerto Rico. 2.10 Competitive Range: means those Proposals received by the Authority in response to a Request for Proposals that the Project Committee determines, in its discretion, have a reasonable probability of being recommended for an Award of Contract. 2.11 Contract: means the agreement proposed, negotiated and executed between the Authority and the selected Proponent, which Contract shall be approved by the Board and the Energy Commission as provided in this Regulation. 2.12 Control: means possessing the power to direct or cause the direction of management and policies of a Person, whether through direct or indirect ownership of voting interests, by irrevocable contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. 2.13 Energy Commission: mean the Puerto Rico Energy Commission, created under Act 57-2014, as amended. 2.14 Executive Director: means the Executive Director of the Authority. 2.15 Evaluation Criteria: means the criteria adopted by the Project Committee, in accordance with the nature of the RFQ or RFP to be issued, which will be used to evaluate, rank, select and recommend Proposals for rejection or award. 2.16 Individual Meeting: means a meeting or telephone conference held by representatives of the Project Committee with an individual prospective Proponents or a -3- Proponent, at which the prospective Proponent or Proponents will have an opportunity to raise questions and seek clarification related to the RFP, subject to Section 4.6 of this Regulation. 2.17 IRP: means the Integrated Resources Plan required under Act 57-2014, as may be amended from time to time and approved by the Energy Commission. 2.18 Person: means any natural person or legal entity organized under the laws of the Commonwealth of Puerto Rico, the United States of America, any of its states or territories, or of any foreign country, any federal agency, or any combination of the above. The term shall include any department, agency, municipal entity, government instrumentality, individual, firm, partnership, stock company, association, public or private corporation, or cooperative union or nonprofit entity duly constituted and authorized under the laws of the Commonwealth of Puerto Rico, the United States of America, any of its states or territories, or foreign country. 2.19 Pre-Proposal Conference: means a meeting or telephone conference prior to the due date of an RFP where all Persons who have registered their interest in participating per the instructions included in the RFQ or RFP, are invited to participate, raise questions and seek any clarification related to the RFP in accordance with Section 4.6 of this Regulation. 2.20 Project: means any project suitable for a procurement process under this Regulation based on a determination made by the Authority and in accordance with the IRP. 2.21 Project Committee: means the committee designated in accordance with Section 3.1 of this Regulation that shall receive and evaluate qualifications and/or Proposals received in an RFQ and/or RFP process, negotiate with the highest ranking Proponent or Proponents, as determined by the Project Committee in accordance with this Regulation, and make recommendation for the selection, negotiation, approval and signing of a Contract. -4- 2.22 Proponent: mean a Person or its affiliated or related entities who has submitted a Proposal to the Authority pursuant to this Regulation, including those who submit a Proposal jointly under a consortium that complies with the provisions of the RFQ or RFP. Consortia that intend to submit proposals must comply jointly with the requirements of this Regulation and any other requirements that apply to consortia in the RFQ and/or RFP. Unless otherwise specified, any provision applicable to Proponents in this Regulation shall equally apply to the members of a consortium. 2.23 Proposal: means a written proposal made by a Proponent related to a Project in response to a Request for Proposals issued by the Authority. 2.24 Proposal Security: means a bond, guaranty, or other security posted in the form of legal currency of the United States of America, certified check or money order payable to the Authority, or through a letter of credit, a financial guaranty bond or guarantee issued by a bank or financial institution acceptable to the Authority (which in case of a surety or insurance company, must be authorized to issue financial guaranty bonds in the Commonwealth), required to be submitted by the Proponent with its Proposal under an RFP, to secure compliance by a Proponent with the requirements of this Regulation and the terms of the corresponding RFP, as applicable, and secure the execution by the Proponent of the Contract if selected for the Award of Contract. The Proposal Security will cover any expense, including but not limited to fees and expenses of advisors and consultants, and any damages that may be incurred or suffered by the Authority as a consequence of the failure by the Proponent to meet its obligations under the RFP. The amount of the Proposal Security applicable to each Project will be determined by the Project Committee and specified in the related RFP. -5- 2.25 Request for Proposals or RFP: means the document that the Authority prepares, publishes and distributes, in accordance with Article 4 of this Regulation, requesting Proposals in connection with a potential Project or a portion thereof, as amended and supplemented from time to time. 2.26 Request for Qualifications or RFQ: means the document that the Authority prepares, publishes and distributes, requesting prospective Proponents to submit their qualifications to participate in an RFP process. 2.27 Selected Proponent: means the Person, or consortium, selected for Award of Contract for a Project with the Authority.