ANNEXA No. 2 at

CJT Decision no. 09/28.02.2007

TERMS OF REFERENCE

concerning the leasing of

LOTS FROM THE TECHNOLOGICAL AND INDUSTRIAL PARK TIMISOARA (PITT)

CHAPTER 1

GENERAL DATA

The present terms of reference intends to offer to those interested all the useful information concerning the modalities and procedures of leasing the available lots from the perimeter of PITT , destined to the companies that have activities on the same profile as the Park profile activities. Taking into consideration the endowments and the utilities that the park is equipped (“green field” type), respectively the planed destination of PITTs plots, these are suitable for constructions of buildings/halls.

The land is the private property of the TimisCounty, in the administration of the Timis County Council, being obtained by purchase from private land owners in the purpose to accomplish the Technological and Industrial Park Timisoara (PITT), with specific facilities of industrial accomplished by the project PHARE – Ro 0101.02 – SIF.

The administration of the technological and industrial Park Timisoara is assigned by the Timis County Council by legal representation in the management contract to the Agency for Economic Development Timis (ADETIM) that ensures the operating through a Department of Management and Administration of PITT.

The purpose of organizing the leasing procedure is the following׃

  • leasing of the available lots, according to the parcel list attached to the term of reference (Annex no. 2); the leasing of the lots is made by organizing auctions (monthly), and if at the auction were not deposit 2 valid offers, for the same parcel, it is organized a new procedure for the concession contract, through direct negotiation.

CHAPTER 2

DESCRIPTION OF THE LOTS DESTINED TO THE AUCTION

The total surface of PITT including the lots, ways of access, verdure spots, administrative spaces and for serving the municipal urban and industrial substructure is of 18,3 hectares.

The surface of field of PITT destined to the leasing is of 10,79 hectares and is divided in 25 lots with individual surfaces between 950square meters and 8420 square meters , according to the topography , the geometrical shape and the individual dimensions presented in the map and the annex documents, that are integrant part from the terms of reference.

In cases justified by the specific interests of development of the park and of the company, it is admitted to lease to companies a surface, larger than the one stipulated initially for each category of lots planned, according to chart Annex no.2, by leasing to the same company more neighbouring lots. The maximum surface that can be approved for leasing, on the basis of this present exception, will not overpass the maximum surface of a zone (A, B, C or D).

The destinations and conditions stipulated for the land parcels of PITT:

  • The building of halls / industrial buildings for activities that fit into the planned profile of activity of the park.
  • The insurance of suitable conditions for a lasting development of the activities developed by the concessionary companies, in the eligible fields with the park profile.

______

PITT, respectively the lots that are the object of the leasing, has the following utilities and endowments distributed in the park at the level of each plot, as follows ׃

  • The electric power
  • Total available voltage = 7000 KW;
  • Simultaneously absorbed voltage = 5000 KW, from which,

For the main consumption centre (the 25 lots, including the administrative and services building) = 5000 KW, whose maximum monthly consumption of electric power is 3.600.000 KWh/month.

For the pumping station of the sewerage system =15 KW

The electric power is supplied by the Bucovina station of 110/20 KV through LES 20 KV.

  • with the possibility of connection on the entrance of the plot, with a maxim distance between 5 and 15 m toward the front entrance of the plot. The connection at the electricity network of PITT it will be made by the tenant on the basis of a technical project approved by the SC Electrica SA and of the principle approval issued by PITT. The electric meter it will be assembled by the SC Electrica SA, only after the tenant pays the power fee. For an instalment of a bigger power are necessary investments made by the leaseholder.
  • Gas supply network with possibility of connection at the entrance of the lot, the maximum distance 5 – 15 meters from the street front side of the lot. The connection to the network of natural gas from PITT can be done on the basis of a technical project decided by Distrigaz Nord Timisoara and of a notice of principle issued by PITT. The drawing up of the project and the execution of the branching at the PITT network enter in the task of the tenant. The post of adjustment measurement PRM has a capacity of 500 Nm3/h from medium pressure at low pressure.
  • Network optical fibber for telecommunications

PITT has in its endowment a CSND HD (ALCATEL) automatic telephone exchange, connected to the CTD E 10 (ALCATEL) telephone exchange of Timisoara by optical cable. CSND HD (ALCATEL) has 125 lines, connected through a fibber copper cable at the terminal boxes that are distributed through all 25 parcels. Each terminal box offers 5 lines per subscriber.

  • Centralized network of water and sewerage with possibility of connection at the entrance of the lot, the maximum distance 5 – 15 meters from the street front side of the lot. According to the notice of AQUATIM for PITT, the water network ensures flow from 25 to 150 l/s with a pressure of service for buildings with height conditions of P+2. The request for other flows or pressures will be solved within the lot granted by own technical solutions of the tenant. Each tenant will obtain the definitive notice from AQUATIM on the basis of a technical project, that will comprise the details of execution and all the notices required by the law (including the notice of principle of the conceder/PITT) before the execution of the works of branching at the networks of water and sewerage. For the bail out of the used waters from the precincts of the granted lot the tenant has the obligation to obtain the Agreement of environment. In the precincts of the lot there will be taken suitable measures for ensuring the continuation of the water supply in case of a failure of the feed pipe for a period of 48 hours.
  • Enclosure with perimeter fence PITT
  • Street and perimeter PITT lightning
  • Internal network of access and transport ways, supply and distribution of goods for each parcel and their connection to DN6 Timisoara – PTF Cenad Kisszonbor (Hu)

The size and the location of the lots submitted to the procedure of auction/negotiation, for leasing, are presented in Annex no.2

PITT has also facilities for the own administration and maintenance of the substructure mentioned, and of services of support for the activities of the companies that will be localized in the park, in the administrative Building and for support services. The administrative Building is disposes of ׃

  • 1 conference hall capacity 40 persons
  • 1 seminars room total capacity 15 persons;
  • 1 protocol room total capacity 15 persons;
  • 1 restaurant canteen capacity 50 persons;
  • 17 spaces for offices for rent, in total surface of about 300 square meters, for private operators, able to ensure the support services necessary to the development of the activities eligible with the PITT profile.

CHAPTER 3

INVESTMENTS THAT ARE IN THE LEASEHOLDERS’ TASK

The leaseholder has the obligation, by the compromise clause written in the contract, to make the assumed investments and appropriate fittings out, in term of maximum 2 years to accomplish the purpose for which the surface of land was leased, which is the object of the leasing contract.

Any investment, or fitting out, that are necessary for the purpose for which the surface of the lot was leased, will be mad only in the basis of a Construction Authorization, accompanied by all the notices required by the law (town-planning certificate, agreement for environment, notices of connection, notice and agreement AQUATIM, agreement ROMTELECOM, notices of principle of the Timis County Council).

CHAPTER 4

CONDITIONS FOR USING THE GOODS BY THE LEASEHOLDER

The goods handed overto the tenant, according to the leasing contract stipulations, will be used by this directly, on their risk and on their responsibility.

At the end of the contract, the tenant is obligated to hand over,in fully propriety, free of any charge,the leased land, which makes part from the category of goods of return.

The goods that were to the tenant and were used by this during the duration of the leasing are not making part from the category of goods of return.

During the whole period of the leasing contract, is forbidden to modify the destination of the land for which the contract was concluded, without the previous written agreement of the conceder/PITT.

CHAPTER 5

THE DURATION OF THE LEASING

The duration of the leasing is of maximum 49 years

The contract of leasing can be extended for a period equal with at the most half from its initial duration, through the simple agreement of will of the parties.

CHAPTER 6

THE MINIMUM DUE

The minimum due, the starting due in auctions/direct negotiations, is the equivalent value in lei of the sum of 4 Euro/square meter/year calculated at the official rate of exchange of BNR at the date of reference (the date of the deposit of the offer by the investor)

The minimum due specified previously does not contain VAT.

The fundamental level of the monthly due is calculated at the BNR rate from ______(1 Euro = lei) and it is the basis of start in the auction/direct negotiation.

The commission of evaluation and selection of the offers, will not accept offers that contain a monthly due inferior to the one established by its warrant, for the respective stage of the auction/direct negotiation.

At the date of the extension of the leasing period, through additional document the parties will renegotiate the due of leasing.

CHAPTER 7

THE OBLIGATIONS OF THE LEASEHOLDER CONCERNING THE PROTECTION OF THE ENVIRONMENT

The leaseholder has the obligation to take, during the entire leasing period, all the necessary and compulsory measures for the protection of the environment, in the conditions stipulated by the legislation in force concerning the protection of the environment and by the town – planning and development Regulations of PITT.

CHAPTER 8

OTHER CLAUSES

The leaseholder has the obligation to exploit directly the goods that are the object of the leasing, without the possibility to under grant to another person, totally or partially the object of the leasing.

The leaseholder is not allowed to sub rent the land leased or to sell or rent spaces of production, or services accomplished by own investments, without the previous written agreement of the conceder. In the case of obtaining the approval of the conceder, the new activities will respect the profile of activity of the park.

The leaseholder is not allowed to change, without the previous written agreement of the conceder, the initial profile of the activity of the company for which it obtained the approval of leasing, except for the special situations, justified by the requirements of development and adjustment of its own production to the requests of the market. The changes will be admitted though, only by respecting the general profile of the park.

At the end of the term of conceder from the payment of the leasing due, the leaseholder has the obligation to hand in with title of guarantee, a sum equivalent to the due for 3 months, stipulated in the contract. If it is necessary from this sum there will be drawn penalties and the owed sums to the conceder by the leaseholder, on the basis of the leasing contract. At the end of the leasing contract, if the leaseholder respected all the contractual obligations, the guarantee deposited on the period of the leasing contract, is returned to the leaseholder.

The due (including the legal quota of VAT), is paid monthly until the date of 15 of the following month for the previous month, the sum owed in Euro being equated at the rate of the exchange of BNR from the date of the issue of the invoice. For each day of delay there will be collected by the conceder, according to the legal stipulations in force at the date at which the obligation becomes falling due.

The contract of leasing ends in the cases stipulated by the law and by the contract of leasing.

CHAPTER 9

CONDITIONS FOR PARTICIPATING AT THE AUCTION/DIRECT NEGOTIATION

At the auction / direct negotiation there will be accepted the tendered that fulfil cumulatively the conditions ׃

a)To be an economic agent registered at the Office of the Register of Trade from Romania or from other state;

b)The main object of activity of the company to be:

  • Production activities in IT &C field, electronics, automotive and other activities with advanced technology and less polluting;
  • Other activities of production with not polluting / less polluting;
  • ProjectionResearch – Development;
  • Architecture, engineering activities and services of technical consultancy connected with those;
  • Logistical services;
  • Other, considered relevant in the support of the activities from PITT;

c)Not to be insolvent , in bankruptcy or liquidation stage;

d)Not to have arrears of payment at taxes, local taxes, the state budget, the local budgets or other obligations or local contributions;

e)Not to offer false data in the documents.

In order to be accepted at the auction / direct negotiation, the tendered must hand in at the secretariat of PITT, until the date specified in the advertisement the following documents ׃

A. Foreign judicial person

1) documents certifying the identity and quality of the tendered׃

  • Letter of intent according to the standard structure attached – original (Annex 1);
  • Document of registration of the foreign trade company, in certified copy;
  • Certified copy of the statute and contract of the trade company, with the additional significant documents;
  • Statement on its own responsibility of the company’s administrator, that it is not in financial reorganization or bankruptcy – in original (Annex 6);
  • Mandate in original, granted to the person who represents the tendered, in the procedure of auction and negotiation of the leasing contract, accompanied by certified copy of its document of identity ;
  • Letter of financial solvability, issued by a foreign bank, with which a Romanian bank has correspondent relations, in original and certified translation;
  • The financial – bookkeeping balance sheet for the previous fiscal year signed and sealed;

2) documents certifying the necessary payments for participating in the auction / direct negotiation:

  • the proof of paying the tax of participating in the auction in value of 200 lei (VAT included)
  • the proof of depositing the guarantee participation at the auction / negotiation, equivalent in lei at the exchange rate communicated by BNR, through one of the following forms of payment:
  • order of payment type treasury, in the account for guarantees of the Timis County Council, opened at the Treasury Timisoara , in original;
  • letter of bank guarantee issued by a foreign bank with which a Romanian bank has correspondent relations, in favour of Timis County Council, having the validity term of 90 calendar days from the date of handing in the offer in original and certified translated copy .

3) The financial offer, concerning the due of leasing and the technical offer, regarding the:

- number of employees - Annex IV at the contract

- value of the investment - Annex V at the contract

B. Romanian judicial person:

1) documents certifying the identity and quality of the tendered:

  • Letter of intent according to the standard structure attached – original – (Annex 1);
  • Ascertaincertificate from the Office of the Trade Registration – original;
  • Statement on its own responsibility of the company’s administrator that it is not in financial reorganization or bankruptcy – in original (Annex 6);
  • Certificate of registration and C.U.I. , in certified copy ;
  • Certified copy of the statute and contract of the trade company, with the additional significant documents;
  • Mandate in original granted to the person who represents the tendered in the procedure of public auction and negotiation of the contract of leasing, accompanied by the copy of its document of identity;
  • Letter of financial solvability , in original;
  • The financial – bookkeeping balance sheet for the previous fiscal year signed and sealed, with number of registration from D.G.F.P. Timis ;
  • Certificate of fiscal criminal record of the offering company – original DGFP;
  • Certificates issued by the competent organs related to the current payment of taxes and duties to the state and the local public administration – original – from City Hall and DGFP.

2) documents certifying the necessary payments for participating in the auction

  • The proof of paying the tax of participating in the auction in value of 200 lei (VAT included)
  • The proof of depositing the guarantee of participating in the auction/direct negotiation, equal in Lei at rate of exchange communicated by BNR, by one of the following forms of payment׃
  • order of payment type treasury, in the account of the Timis County Council opened at the Treasury Timisoara – original
  • letter of bank guarantee, having the validity term of 90 calendar days from the date of handing in the offer - original

3) The financial offer, concerning due of leasing and the technical offer, regarding the:

- number of employees - Annex IV at the contract

- value of the investment - Annex V at the contract

The documents solicited above in certified copy, can be handing in even in copy, with the condition to present the original documents during the negotiation, for making the proof of the conformity of those.

CHAPTER 10

THE CRITERIA OF EVALUATION

The criteria for giving the incentives approved by the TimisCounty Council to the companies’ eligible with the PITT profile are as follows:

  • The majority planed activity object, the technological level, the business figure, the activity period of the company, the structure of the clients and suppliers portfolio, the value of the investment, the number of employees assumed, the term of setting in function, the period of leasing, the polluting level of the environment and the leased surface.

CHAPTER 11