THE CONTRACTEXCEEDING the VALUE of the 2Ndcategory of SUPPLIES

CONTRACTUAL DOCUMENTATION

THE CONTRACTEXCEEDING THE VALUE OF THE 2ndCATEGORY OF SUPPLIES

The Complete Delivery of the 4th Stage of Secondary Recovery of Venturi Scrubber and Droplet Separator

Submitter registration number10/C1.01/ZD1

IS VZ registration number 60053574

(IS VZ = Information system of public contracts –translator’s note)

PREAMBLE

This contractual procedure is governed by mandatory instructions for applicants and beneficiaries in the EOP (Environmental Operation Program), as amended as of July 30, 2010, mandatory procedures for contracting ordersco-financed from EU funds, not covered by enforcement of Act No. 137/2006 Sb.,onPublic Procurement, in 2007-2013Program period. For this reason, this contract is not commissionedpursuant to Act No. 137/2006 Sb.onPublic Procurement, as amended (thereinafterthe "Act") and is not a procurement procedure under the law, but it is only the analogy process to proceed under the rules for an open proceeding under the law, if not otherwise stated in this contractual documentation or notification.

The contractual procedure has been published on the Public Procurement Information System website – publicizing subsystem.

This contractual documentation contains the following sections:

1. Information and guidelines for suppliers
2. Bid cover sheet
3. Guidelines for bidprocessing

The following annexes are included:

Annex No. 1 – Technical specifications (Basic Engineering)

Annex No. 2 – Trade and payment terms

Annex No. 3 – Qualification of candidates

Annex No. 4 – Evaluation criteria

Annex No. 5 – Statutory declaration

Annex No. 6 – Technical qualification statutory declaration

Annex No. 7 – Itemized budget

Annex No. 8 – Bid allegiance statutory declaration

Annexes to this contractual documentation formits integral part.

Caution:

Submitter considers the information contained in this contractual documentationas confidential. This information should not be used for other purposes butfor the participation in this contractualprocedure.

1. INFORMATION AND GUIDELINES FOR SUPPLIER

1.1PURPOSE OF THE CONTRACT

The purpose of the contract is to supply major components of equipment of 4th stage of secondary recovery – the Venturi Scrubber and Droplet Separator, including the preparation for connection to other client technologies, location and installation.

1.2SUBJECT OF THE CONTRACT

The subject of this contractual procedure is to conclude the contract on delivery of major technological part - the Venturi Scrubber and Droplet Separator, including installation and preparation for connection to other client technologies. The newlyimplemented fourth stage S2 will be linked to the S1 stage. The flue gases from the RK1 recovery boiler will be brought to a S2 new stage after having passedthrough the BS1, BS2 and S1 absorption stages, and they will be returned to the chimney through the Droplet Separator subsequently. With inclusion of the new S2 stage, and under normal operation, the content of residual sulfur dioxide in flue gases leaving to chimney will be reduced.The principle of sulfur dioxide absorption from flue gasses by contact with magnesium hydroxide will remain unchanged in the absorption stages.The delivery will consist of equipment production, including on-site assembly and all other related works, supplies and services.The crane for assembly will be organized by the client.

1.3ESTIMATED CONTRACT VALUE

The estimated contract value (excluding VAT) isCZK 27,000,000.

1.4PLACE OF CONTRACT EXECUTION

The place of execution isPaskov,Zahradní 762, 739 21, Biocel Paskov, a.s. complex,existing secondary recovery plant.

1.5PERIOD OF CONTRACT EXECUTION

The expected date of work start is February 1,2011. Equipment production itself will be carried out in the period from 1 Februaryto 24 June 2011 and the on-site assemblyin the period from June27 toSeptember 16, 2011. The contract must be fulfilled and the work must be completed byOctober19, 2011.

1.6TRADE AND PAYMENT TERMS

Trade and payment termsfor the public contract execution are given in Annex No.2 of these contractual conditions. These trade and payment termsshall be included in the draft agreement on delivery, which will be submitted by the applicant in the bid. The draft agreement on deliveryshall fully comply with the stated trade and payment termsand shall be signed by a person authorized to act on behalf of or for the applicant.

The bid price will be determined as at mostadmissible, final and fixed price.

Contract price must include all necessary costs, including all costs related to placing and installation (fees, secondary costs such as transportation, expected risk related to equipment placing, which is the subject of supply, orderer operations, exchange rate effects, the general price development, increased costs resulting from the trading conditions, etc.).The crane for assembly will be organized by the client.

All costs related to supply will be included in the price of equipment.

The applicant will add the data necessary for the draft agreement establishment (its identification, bid price, length of warranty period of the equipment, which is the subject of delivery, contact persons and perhaps any additional details omitted), andthe trade conditions completed as such will be submitted as its draft agreement.

Trade and payment termsdefine the future contractual relation framework.

1.7TECHNICAL SPECIFICATIONS

Technical specifications are included in Annex No.1 of this contractual documentation.

1.8REQUIREMENTS FOR BID PRICE PROCESSING METHOD

The bid price will be quoted in CZK, without VAT and then including VAT, as specified in section 2 of this contractual documentation (the cover sheet).

The bid price will be quoted in the bid cover sheet, whosesample is specified in Part 2 of thiscontractual documentation and in the draft agreement for public contract execution.

Applicants must also establish a budget in accordance with itemized budget in the bid. The budget mandatory designis specified in Annex No.7 of the contractual documentation. The itemized budget will be used to assess on how the applicant came to the bid price and how itset price of respective items of delivery.

1.9REQUIREMENTS ONBID PROCESSING METHOD

Requirements onbid processing method are listed in Part 3 of this contractual documentation (the cover sheet).

Applicants will describe the work which theypropose, according to the contractual documentation. Such description of the work will be included in Annex No.2 of the contract on work (trade and payment terms) and additionally, it will be included in Part VIII. of the bid.Assembly drawing for installation will be a part of the work description.

1.10EVALUATION CRITERIA AND BID EVALUATION METHOD

Evaluation criteria and bid evaluation method are specified in Annex No.4of this contractual documentation.

1.11ADDITIONAL INFORMATION

Supplier is entitled to requestadditional information from submitter on the contractual documentation. The written request must be delivered to Ing. Jaromír Nytra, E-mail: , mailing address- Biocel Paskov a.s., Zahradní 762, 73921 Paskov and a copy to JUDr. Kateřina Malmstedt, PhD., E-mail: , mailing address – TECHNOEXPORT, a joint-stock company of foreign trade, Třebohostická 14, Praha 10, 100 31.

When in doubt concerning the content of the contractual documentation, including its technical part in English, subcontractors can ask for an answer via additional information.

The submitter shall respond to requests for additional information within 5 working days since such request for additional information has been raised.

1.12INSPECTION OF THE PLACE OF PERFORMANCE

The place of performance will be inspected on December 21, 2010at10a.m.Suppliers who intend to participate at this inspection are required to sign up by an e-mail to the following e-mail address and at least 24 hours before the inspection and send their identification information. Suppliers are requested to beat the office building reception of Biocel Paskov a. s. company, address Zahradní 762, Paskov, Postcode 739 21

at the latest at 10 a.m. on the day when the plant tour is organized.

1.13PLACE AND DEADLINE FOR BID SUBMISSION

The bid will be sent by registered post or submitted personally at the address:Biocel Paskov, for the attention of Ing. Jaromír Nytra, Zahradní 762, Paskov, Postcode 739 21.

The bidshall be delivered no later than onJanuary 6, 2011at 10:00 a.m.

1.14OPENING OF ENVELOPES

The opening of envelopes with bids will be held on 6 January 2011at12:00atthesubmitter’s building at the address Zahradní 762, Paskov, Postcode739 21 in room No.B2 2.

At most one representative for each applicant may attend the opening session. Each representative will prove their identity by the document proving their entitlement to participate in the session on opening the envelopes on behalf of the applicant.

1.15BIDVARIATIONS

No variations of the bid are permitted by the submitter.

1.16QUALIFICATION

Applicants are required to meet the qualification.Compliance withqualification means meeting the basic qualification conditions, professional qualification conditions, economic and financial qualification conditions and technical qualification conditions.

The conditions to meet the qualification are specified in Annex No.3 of this contractual documentation.

Applicants shall demonstrate the compliance with qualificationthrough copies of the stated documents.The selected candidate for the contract conclusion is required to submit originals or certified copies of these documents to the submitter at least 5 days before the contract conclusion.

1.17FINANCING THE PUBLIC CONTRACT

This contract is co-financed by EU funds, namely by the European Regional Development Fund and the Cohesion Fund under the Environmental Operational Program. In the case that the support from the Environmental Operational Programis not provided for any reason, the submitter may cancel the contractual procedure.

1.18CONTRACTUAL PERIOD

Contractual period runs until February15, 2011.

1.19GUARANTEE ACCORDING TO ACT § 67

The submitter doesn’t require guarantee according to Act § 67.

1.20PUBLICATION OF CONTRACTUAL DOCUMENTATION

The contractual information and call are publicized in complete wording on the submitter internet web sites Hence the contractual information can be unlimitedly remotely accessedpursuant to § 48 ZVZ and the contractual documentation will be provided to applicants via unloading internet web sites of charge.

Text part of the contractual documentation is included in this contractual documentation with the exception of Annex No. 1 of this contractual documentation – Technical specifications.

1.21 OBJECTIONS

Applicants are entitled to raise objections within 5 days from delivery of information about the results of the bidding process.The submitter will decide on objections within 10 working days since their delivery.

1.22 APPLICANT COSTS ANDBID REJECTION

The applicant is not entitled to cost reimbursement associated with the participation in the contractual procedure of this public contract. Bids will not be returned to applicants and shall remain with the submitter as a part of the documentation on the contractual procedure of this public contract. Any expenses related to the submission of bids are fully borne by the applicant.

1.23CANCELLATION OF CONTRACTUAL PROCEDURE

The submitter is entitled to cancel this bidding process without giving any reason.

The submitter is also entitled to cancel biding process if the project is notsupportedunder the Environmental Operational Program.

1.24INTERCOMMUNICATION THROUGH SUBMITTER REPRESENTATIVE

By exercise of rights and obligations in this contractual procedure, the submitter is represented by TECHNOEXPORT,a joint-stock company of foreign trade, Praha 1, Václavské náměstí 846/1, Postcode 11334.Applicants are required to communicate directly with the submitter.

1.25 DELIVERY OF DOCUMENTS TO CANDIDATES WHO HAVE SUBMITTED A JOINT BID

If more applicants submit a joint bid, they are required to state one address for delivering documents of the submitter.Sending documents to this addressis perceived as the submitter has sent it to all participants of a joint bid. However, the submitter has the right to send the document to each party of a joint bid separately.

1.26 COMMUNICATION WITH APPLICANTS

All communication with applicants will be done solely in writing to the contact persons and addresses stated in the contractual documentation.

1.27 SUBCONTRACTORS

The submitter does not permit theVenturi Scrubber and Droplet Separator to be produced, installed and assembled by a subcontractor.

The submitter requires from the applicant to specify those parts of the contractwhichthe applicant intends to subcontract and to specify identification data of such subcontractors. This information will be included in Part IX – Bid Subcontractors. The applicant is not allowed to change the subcontractor or pass ona part of the contract to be realized by the subcontractor without a prior written consent of the submitter.

1.28INFORMATION ABOUT FUNDING

The applicant is required to erect a large scale information panel at the installation location and following the work completion and acceptance, the memorial plaque with text in the form and time periods specified in guidelines, methodologies, and relevant rules of EOP and / or governing body of EOP.

1. BID COVER SHEET

Bid Cover Sheet

The Complete Delivery of the 4th Stage of Secondary Recovery of Venturi Scrubber and Droplet Separator

1.Applicant

2.Bid price

1. Work warranty period in month: …………

In______of the day ______

______

Applicant signature

1. GUIDELINES FOR BID PROCESSING

1. The supplier may submit only one bid.The supplier who has submitted a bid in the bidding process mustnot be at the same time a subcontractor to another supplier in the same process,if the other supplier proves its qualificationthrough it. Moreover, the supplier cannot submit one bid for itselfand the other jointly with multiple suppliers or submit multiple joint bids with multiple suppliers. Yet one bidcan be submitted jointly by several suppliers.

1. If the bid is submitted jointly by several suppliers, they are required to attach the original copy of the agreement which contains the commitment that all these suppliers will be obliged jointly and severally to submitter and to third parties of any legal relationships arising in connection with contract, for the whole duration of the contract and for the duration of any obligation ensuing from the contract.

The original copy of this contract must contain a limitation of representation of these suppliers by a single legal entity, both in the frame of the selection process, and in the case of contract execution, including the course of the warranty period.

1. The bid will be divided into separate sections as follows:

(i)extract(s) from the police records

(ii)The completed and signed bid cover sheet the form of which is specified in Section 2 of this contractual documentation.The cover sheet must be signed by the applicant authorized person(s) in accordance with the signature method specified in the certificate of incorporation in Trade Registeror by a representative authorized to do so under the law (power of attorney must be then included in the bid, filed under the bid cover sheet)

(iii)Itemized budget the binding template of which is specified in Annex No. 7 of this contractual documentation

Documents proving basicqualification and professional qualification.

1. Criminal record(s)
2. Supplier statutory declaration - statutory declaration sample is included in this contractual documentation in Annex No.6 of this contractual documentation
3. List of associates or members of a corporation body according to § 53 subsection 1 letter k) of the Act
4. List of employees or members of the Board according to § 53 subsection 1 letter l) of the Act
5. Current list of shareholders according to § 53 subsection 1, letter m) of the Act
6. Confirmation of the competent financial authority
7. Confirmation of the competent social security administration
8. Certificate of incorporation or other evidence
9. Trade License

(iv)Documents confirming compliance with economic and financial qualification

1. Insurance contract
2. Statutory declaration of turnover

(v)Documents confirming compliance with technical qualification

1. List of reference contracts
2. Client(s) certificate
3. Certificate according to ČSN EN ISO 9001 standards
4. Statutory declaration - list of technicians, including their professional and language experience
5. Statutory declaration – statutory declaration sample is part of this contractual documentation in Annex No.6of this contractual documentation
6. Statutory declaration – description of measures to ensure the quality of welding works

(vi)Draft agreement.

(vii)In case of joint bidding of more applicants, the applicants will submit the contract which contains a commitment that all of these applicants will be obliged jointly and severally to the submitter and to third parties of any legal relationships arising in connection with public contract, for the whole duration of the contract and for the duration of any obligation under the contract

(Description of the work, including assembly drawing

(viii)Subcontractors

(ix)Statutory declaration onallegiance by offering, as specified in Annex No.8 of this contractual documentation

1. The bid cover sheet, statutory declarations, lists and draft agreement will be signed by the applicant.In case that the bid is signed by a person different from the person(s) through which the applicant is acting according to the status of entry in Trade Register, or in case of business entity of the natural person not incorporated in Trade Register by other person than by the stated business entity, the applicant will submit the particular power of attorney or any other valid delegation document.

1. The bid will be submitted in the Czech language.Documents proving compliance with qualifications made in other than Czech or Slovak languages must be equipped with translation into the Czech language.

1. If the bid is submitted by the applicant located outside the territory of the CzechRepublic, the applicant must submit documents in its original language with translation into the Czech language.

1. The bid with annexeswill be submitted in a hard copy in properly sealed envelope marked "Contract - Complete Delivery of the 4th Stage of Secondary Recovery of Venturi Scrubber and Droplet Separator– DO NOT OPEN “.

1. The envelope with the bid must contain the company name and address of the applicant to which the potential announcement stating that the bid was submitted after the deadline of bid submission, could be sent.

1. Unless otherwise specified, the applicant shall submit the offer, including other documents and annexes in a written form and three sets.The bid will also be delivered in the electronic form on a CD (RTF text or PDF format, MS Excel spreadsheet or a format transferable to MS Excel).

1. Individual sheets of the bid, including annexes will be duly numbered in ascending numerical order and sorted by binding design (referred to in subsection 3, Part 3 of this contractual documentation).

1. The bid including all other required documents and annexes will be printed in high quality on white paper and will be bound or otherwise adequately secured against handling with individual leaves, including annexes and will not contain any loose leaves. The bid shall not include corrections and transcripts which may mislead the submitter.If the bid is submitted in the ring folder, it shallbe protected against unauthorized use of individual leaves with seals including documents and annexes.

1. The individual bid sections will be separated by colored leaves from each other.These color sheets will be also numbered and included in the total number of the bid sheets.

1. The final document of the bid will be statutory declaration of bid allegiance. Information of the total number of the bid sheets will be included in this document, too.

1. The supplier receives no costs reimbursement incurred to participate in this contractual procedure.

1. The submitter will reject such bid that will differ from the call for this contract submission or contractual documentation. The discrepancy is mainly deemed to be any change, omission, deletion or addition, except for the addition of the bid price and the length of the warranty period in the draft agreement contained in Annex No.2 of this contractual documentation.

AnnexNo.1