Operational Regulation of Sepsiipar Industrial Park

CHAPTER I. Preliminaries

Art. 1 - The SEPSIIPAR Industrial Park in SFÂNTU GHEORGHE spreads over 29.73 ha and is located in Sfântu Gheorghe, in the Câmpul Frumos neighbourhood. The land is entirely owned by the Municipality of Sfântu Gheorghe. The main objective for the creation of the industrial park is drawing investors to encourage the economic development of Sfântu Gheorghe.

Art. 2 - The industrial park is under the administration of SC SEPSIIPAR SRL, a company 100% owned by the Municipality of Sfântu Gheorghe.

Art. 3 - The industrial park administers the real estate properties provided in Annex No. 1 – List of movable and immovable assets, to the Administration Contract no. 52524/2016 concluded between Sepsiipar SRL and the Municipality of Sfântu Gheorghe.

Art. 4 -SC SEPSIIPAR SRL is pursuing for the park mainly investments in the following areas.

information technology;
electronics and telecommunications;
manufacturing of industrial components and sub-assemblies;
manufacturing of optical and photographic devices and instruments;
machinery and equipment, mechanical construction and sub-assemblies;
wood processing;
light industry;
transport and storage services;
services related to production activities;
other services specific to industrial parks.
specialised design
environmental technologies

Activities will be carried out in compliance with all the technical requirements mentioned in the environmental protection laws in force.

CHAPTER II. The Sepsiipar Industrial Park land offer

Art. 5 - The land in the park may be:

conceded for 49 years;
conceded for 49 years, with an option to purchase after a minimum of 5 years after 100% fulfilment of the investment;
purchased upon the initial move to the Park.
acquired after the signing of the concession contract and obtaining the building permit, without the investment being completed.

Art. 6 -

If the land is purchased according to Art. 5 points b), c) and d), the minimum sale price will be determined after the intention to purchase is expressed, based on an appraisal made by an expert authorised by the National Association of Authorised Romanian Valuers.
In cases covered by point Art. 5 point b), the land value will be determined without taking into account any investment made by the concessionaire after the execution of the concession agreement.
In cases covered by Art. 5 point c), if the concessionaire fails to erect the proposed investment within 3 years, the Municipality of Sfântu Gheorghe may buy back the purchased land, under to the same price conditions as the initial sale.
The calculation is based on the EUR/RON exchange rate published by the National Bank of Romania for the buy back date. After the buy-back, the investor may enter into a concession agreement for 49 years, for the price of 1.5 Euro/square meter/ year + VAT, provided that the concession fee is paid retroactively, starting from the date of the investor’s initial relocation to the industrial park
In the situation provided under Art. 5 point d), the ownership right over the land shall be transferred on the date of signing the sale contract and full payment of the price, subject to the submission of a bank guarantee letter in the amount of 5% of the value of the land.
The guarantee established under paragraph (4) shall be released on the date of the final acceptance of the investment works.
Failure to comply with the obligation to carry out the investment shall result in the forfeiture of the bank guarantee and shall entitle the Municipality of Sfântu Gheorghe to exercise the repurchase right provided for in paragraph (3).

Art. 7 - The land may be conceded for a period of 49 years, based on a public tender, according to the requirements herein and to the Industrial Park Concession Regulation. The amount paid by investors for the concession consists of the concession price. Additionally, the Industrial Park charges a management fee for management services.

The starting price for the tender for land concession is 1.5 €/m2/year, plus VAT. The concession fee shall be increased by 50% if after the end of the first contractual year the tenant fails to submit to the park manager the building permit issued for the investment. The concession fee shall be increased by another 50% if the final acceptance of the investment is not carried out by the 2nd contractual year. In well justified cases, the General Shareholders’ Meeting of SC SEPSIIPAR SRL may waive these requirements.

Art. 8 - After the acceptance of the proposed investments, the successful tenderer may receive discounts of the concession price based on a score obtained based on the type of activity that will be carried out, the number of jobs created, the value of the investment and the average salary of park employees, as follows:

score between 0- 10 points: no discount
score between 11-25 points: 10% discount
score between 26- 49 points: 20% discount
score between 41-60 points: 30% discount
score over 61 points: 50% discount.

Art. 9 - The score is awarded as follows:

Investment value (VAT excluded)	250,000 - 400,000 €	400,001 – 1,000,000 €	1,000,001 – 5,000,000 €	Over 5,000,000 €
Investment value (VAT excluded)	0 points	5 points	10 points	20 points
Number of jobs created	10-20	21-50	51-100	Over 100
Number of jobs created	5 points	10 points	20 points	30 points
Activity profile	Research, development, high tech	Industry and constructions	Services and Tourism	Commerce
Activity profile	20 points	15 points	10 points	0 points
Average salary*	Higher than the national average salary	Higher than the national average salary + 10%	Higher than the national average salary + 20%	Higher than the national average salary + 30%
Average salary*	10 points	15 points	20 points	25 points

*The average salary is calculated as the total gross salary of industrial park employees over a calendar year, divided by 12. The comparison is made to the national average salary for that calendar year.

Investors that set their registered office in the park will receive an additional 10% discount of the land concession price obtained after applying the discounts granted based on the score awarded.

Art. 10 - The management fee is applied as follows:

a) 0.2 €/m2/year + VAT for the term of the concession

b) 0.5 €/m2/year + VAT for purchased land

The payment method will be set in the management agreement.

Art. 11- Services provided for the management fee:

reception, info-point;
including the tenants in the park’s promotion and PR program;
business development consultancy and information;
facilitated relationship with university centres in Sfântu Gheorghe and Brasov;
maintenance, repairs for roads, common green areas and public space cleaning;
public lighting of the area and of the access roads and pedestrian walkways;
security and protection of common areas and of the park perimeter;
rapid intervention on the utility systems outside the tenants’ perimeter;
drainage of rain water and waste water, maintenance and operation of the water treatment plant;
the right to use the conference rooms and corresponding equipment – computer, audio – video system, public address system, video projection;
online newsletter regarding the main decisions concerning the activities carried out within the industrial park adopted by the competent authorities and bodies;
other similar services.

Art. 12 - Investors may choose to lease office space in the administrative building. The lease may be made for a maximum of 5 years without exceeding the term of the concession agreement entered for the investment.

Offices in the administrative building may be rented for the establishment of the registered office/secondary office for economic operators who do not wish to invest in the industrial park. The rental period shall be 5 (five) years, with the possibility of extension and renegotiation of the price, in case there is no rental interest from other companies investing in the industrial park.

Vacant spaces shall be permanently published on the website of the Municipality of Sfântu Gheorghe and on the website of the industrial park. The leasing of spaces shall be organized based on public auction and in accordance with the provisions of this regulation, with the starting price of the auction for the monthly rent beginning at 3 EUR/sqm/month, plus VAT. The conditions for the rental and use of common spaces shall be regulated through lease agreements. Utility costs related to the rented office spaces (including commonly used spaces) shall be allocated on a lump-sum basis.

Art. 13 -

The right of use over the real estate properties mentioned in Art. 3 may be granted to residents based on lease agreements, for a maximum duration of 5 years. In this case, the starting price of the auction for the monthly rent of the buildings shall be 3 EUR/sqm/month, plus VAT. For the land related to these properties, the starting price shall be 1.5 EUR/sqm/year, plus VAT. Given the compartmentalization of the hall, its leasing to multiple tenants is permitted, depending on the available spaces.
Cultural institutions subordinated to the Municipality of Sfântu Gheorghe which intend to lease a property within the Industrial Park shall benefit from a starting auction price for the monthly rent of the buildings of 1 EUR/sqm/month, VAT excluded.

Art. 14 - In the event that, in the vicinity of the Industrial Park, there are buildings or warehouses located on land that is not under the administration of the Industrial Park, but which are fully or partially surrounded by infrastructure administered by SEPSIIPAR SRL, SEPSIIPAR SRL may conclude contracts regarding the use of the road network within the park, as well as the water and electricity networks under its administration, in its capacity as administrator of the Industrial Park, at tariffs approved by the General Meeting of Shareholders, with the prior approval of the Commission for the Administration of Public and Private Property, Economic, Budget, Finance, Agriculture and Regional Development of the Local Council of the Municipality of Sfântu Gheorghe.

CHAPTER III. Access to the Industrial Park

Art. 15- Each investment proposal will be reviewed and approved by simple majority of votes by a committee consisting of 5 members, 2 from the Local Council, the Park Manger, the representative of the Covasna Chamber of Commerce and Industry and the Mayor of Sfântu Gheorghe (or the Mayor’s appointed delegate).

Art. 16 - The committee will set, with the investor, the latter’s obligations with regard to the investment and any related obligations (deadlines). The obligations mainly concern the number of jobs to be created and maintained, the salary level, the activity profile, the investment value. Any investor that doesn’t meet the obligations as undertaken must retroactively pay the concession fee difference, based on the actual circumstances.

Art. 17-The committee will submit a proposal to the investor regarding the exact location of the land proposed for such investment. The tender for the land will start after the committee receives the investor’s written agreement.

Art. 18 - Land may also be granted under concession or otherwise made available to real estate developers, in which case the approval of the Industrial Park shall be required regarding the activities carried out by the user/tenant and any related obligations thereof. Real estate developers shall not be entitled to any discounts on the concession price.

Art. 19 - The auctions shall be organized at the initiative of the administrator SEPSIIPAR SRL, under the conditions provided in the Administration Contract no. 52,524/2017 concluded with the Municipality of Sfântu Gheorghe.

Art. 20 - Qualifying requirements

Concession applications may be submitted by investors, legal persons and authorised natural persons, organised under the laws in force. They must demonstrate that none of the following circumstances apply:

Bankruptcy;
Their business is supervised and managed by the court;
The business is suspended or subject to any circumstances similar to the above, according to the legal procedures in their country of origin;
They are about to become subject to bankruptcy or liquidation proceedings, to be managed by the court, to enter financial arrangements with the creditors according to the legal procedures in their country of origin;
They were convicted by final ruling for an offence regarding their professional conduct.

Art. 21 - Minimum eligibility criteria:

The investor must be a registered commercial company;
The investor may also be a company in the process of incorporation in the case of office space rental;
The investor intends to carry out exclusively activities approved by SEPSIIPAR SRL within the Industrial Park;
The investor must submit all documents requested under Art. 23 and Art. 24;

Art. 22 - Information/documents to be provided with the Letter of Intent by the investors:

Letter of Intent mentioning: the activities that will be carried out on the land subject to the concession agreement, the minimum value of the investment that the investor commits to make, and the minimum number of jobs that the investors intends to create;
Affidavit that to the best of their knowledge and belief none of the circumstances mentioned under ”qualifying requirements” apply and that they don’t owe any outstanding amount to the state or local budget, that they don’t have a criminal (certificate of good standing) or tax record (tax clearence certificate) and that they have the necessary funds for the investment;
Organisation chart; (included in the business plan);
Copy of the last annual balance sheet submitted to the local tax authority, with proof of submission;
Extended provision of data (online excerpt from the National Trade Register Office);
Business plan showing that the business which will be carried out in the park is viable;
A declaration regarding the de minimis aid received in that fiscal year and other de minimis aid received in the previous two fiscal years.

Art. 23- Information/documents to be provided by the investor with the Tender Participation Documentation:

Confirmation of Company Details issued by the Trade Register Office;
Tax clearence certificate certifying the payment of all obligations to the state budget, national social insurance budget, unemployment insurance budget, single-payer national health insurance fund and other budgets;
Tax clearence certificate certifying the payment of all obligations to the local budget;
Tax clearance certificate;
Power of attorney granting the right of signature for all the documentation on behalf of the investor, if the person is not the director of the company.

Art. 24 - Minimum obligations of each Tenant

Ensuring the security of their own investment;
Establishing connections only to the Industrial Park utilities, except for renewable sources energy as part of the investment made in the Industrial Park.
accepts the conditions imposed by the fire safety (PSI) regulations of the industrial park.

Art. 25 - The Tenant’s rights

The right to use the shared infrastructure usefully and peacefully;
the right of use over the real estate properties referred to in Art. 13, which are the subject of the administration and related service provision contract, under proper conditions and free from any factual or legal disturbance;
the right of use over the exclusive infrastructure related to the real estate properties referred to in Art. 13, which form the subject of the administration and related service provision contract concluded with them, under proper conditions and free from any factual or legal disturbance;
the exercise of a pre-emption right in the event of the sale of the real estate properties referred to in Art. 13 and the related land used by the resident under a lease agreement;
exemption from land tax corresponding to the land leased within the industrial park;
exemption from building tax for buildings existing and/or resulting from the investment within the industrial park;
other exemptions under the law, approved by Local Council Decision (this also includes tenants).

The exemptions provided for in points e), f) and g) are granted within the framework of state aid promoted under the law and are subject to conditions regarding their amount, in the sense that the total value of de minimis aid received by the investor must not exceed EUR 300,000 over a period of 3 years.

CHAPTER IV. Other provisions

Art. 26 - The sub-concession of the land is prohibited.

Art. 27- Park residents must make available to SC SEPSIIPAR SRL all information, data and documents requested by the latter with regard to the performance of the concession agreement and how they fulfil their obligations under the agreement, including those established by the committee and approved by a local council decision.

Art. 28- Residents shall cover all expenses engendered by the execution of the concession and the registration in the real estate registers. Obtaining all final technical approvals necessary for the set up and operation of the investment are the responsibility of the Tenants and will be obtained at their own expense. All works regarding the connection to the existing technical and urban utility networks and the obtaining of approvals from their owners are the responsibility of the Tenants.

Art. 29 - Park residents must maintain, throughout the term of the concession/lease, the destination of the land and investments made according to the concession/lease agreement. Any change in function requires the prior written consent of SEPSIIPAR SRL, in compliance with the law.

Art. 30 - Park residents shall use their own funds to carry out land improvement works on undeveloped land.

Art. 31 -

SEPSIIPAR SRL is entitled to issue location permits and connection approvals for the water supply infrastructure, sewage system, stormwater drainage, electricity supply, and fire-fighting installations, which are under the administration and maintenance of the Industrial Park.
SEPSIIPAR SRL is competent to issue the prior approval for access to the roads under its administration, in compliance with the applicable legal provisions in force.

Art. 32 - The Local Police of the Municipality of Sfântu Gheorghe is competent to identify and sanction contraventions committed within the territory of the industrial park, as well as to act to ensure compliance with applicable legal regulations, public order, and the internal regulations of the industrial park, within the limits of the powers established by law.

Art. 33 - Under this Operating Regulation, SEPSIIPAR SRL, as administrator of the park, has the right to amend and update its internal regulations. Amendments may be adopted by resolution of the General Meeting of Shareholders, in compliance with the applicable legal provisions and the company’s articles of incorporation.