MISCELLANEOUS

10.1 Computation of Periods. Where an action is required to be taken under this Regulation or the Act: (a) within a certain period after an action is taken, the day on which that action is taken shall not be counted in the calculation of that period; (b) within a certain period, that period must include at least two business days; and (c) within a certain period and the last day of that period is not a business day, the period shall be extended to include the next business day. 10.2 Confidentiality. All Proposals submitted to the Authority shall become the property of the Authority, except for documents or information submitted by Proponents which are trade secrets, proprietary information or privileged or confidential information of the Proponent. Proponents are advised to familiarize themselves with the confidentiality and publication provisions under Puerto Rico Law to ensure that documents identified by Proponents as "confidential" or "proprietary" will not be subject to disclosure. If a Proponent has special concerns about confidential or proprietary information that it would desire to make available to the Authority or the Project Committee, prior to submission of its Proposal, such Proponent may wish to: (i) make a written request to the Authority for a meeting to specify and justify proposed confidential or proprietary documents; (ii) make oral presentation to the Project Committee's staff and legal counsel; and (iii) receive written notification from the Project Committee accepting or rejecting confidentiality requests. Failure to take such precautions prior to -44- submission of a Proposal may subject confidential or proprietary information to disclosure under the Acts. The Authority will endeavor to maintain the confidentiality of any information that a Proponent indicates to be, and the Authority agrees is, proprietary or a trade secret, or that must otherwise be protected from publication according to law, except as required by law or by a court order. The Authority shall determine whether or not information and materials provided by a Proponent are exempt from disclosure. Once the Contract has been executed, the Authority shall make public the report of the Project Committee which shall contain the information related to the procurement, evaluation, scoring, selection and negotiation process, and the information contained in the Proposal as required by law, except trade secrets, proprietary or privileged information of the Proponent clearly identified as such by the Proponent, or information that must otherwise be protected from publication according to law, unless otherwise ordered by a court order, in each case, if the Authority determines that the protection of such information is appropriate. In no event shall the Commonwealth or the Authority be liable to a Proponent for the disclosure required by law or a court order of all or a portion of a Proposal submitted to the Authority. Each member of the Project Committee, the Board and the Energy Commission engaging in a Project procurement process that is associated with reviewing or selecting the submitted Proposals or final approval may have access to privileged and confidential information. Misuse of this confidential information would be a breach of the fiduciary responsibility that each team member has with the Project Committee and the Authority. In an effort to maintain the highest levels of confidence and trust in the procurement process, the participants from the public and -45- the private sectors must be aware of their responsibilities to the public and remain vigilant of any misuse of confidential, non-public information. 10.3 Intent. This regulation is intended to provide flexible procedures and, accordingly, it shall be interpreted liberally so as to effectuate that intent and its purposes. 10.4 Severability. If any word, sentence, section, paragraph or article of this Regulation is declared unconstitutional or void by a court of law, such declaration will not affect, impair or annul any of the remaining provisions and parts of this Regulation, and its effect will be limited to the specific word, sentence, section, paragraph or article declared unconstitutional or void. The invalidity or nullity of any word, sentence, section, paragraph or article in any instance will not be construed to affect or impair in any way its applicability or validity in any other instance. 10.5 Tax Advantaged Bonds. The generation fleet and other resources of the Authority includes assets that have been or will be financed or refinanced in whole or in part with the proceeds of bonds the interest on which is excluded from gross income for federal income tax purposes and bonds the interest on which is taxable but for which the Authority has and will receive a direct federal subsidy equal to a percentage of each interest payment on such bonds (the "Tax Advantaged Bonds"). The United States Internal Revenue Code and the regulations promulgated thereunder set forth requirements that must be satisfied when the Tax Advantaged Bonds are issued and as long as such bonds remain outstanding in order to retain its tax advantaged status. The Project Committee shall ascertain whether any Project, Proposal, or Alternative Proposals includes assets that have been or will be financed or refinanced with the proceeds of any Tax Advantaged Bonds and, as part of its RFP and evaluation process, consider what actions, if any, may be required to maintain the tax advantaged status of such bonds. -46- 10.6 Effective Date. This regulation was approved by the Board of Directors of the Puerto Rico Electric Power Authority on August 12, 2016 and by the Puerto Rico Energy Commission on September 1, 2016. PUERTO RICO ELECTRIC POWER AUTHORITY By: Javier Quintana Executive Director PUERTO RICO ENERGY COMMISSION By: AT/Rx: Agustín F Carbó Lugo Chairman By: Angel R. Rivera de la Cruz Associate Commissioner JOHNS By: José H. Román Morales Associate Commissioner -47-