Draft Contracts to be Concluded with Investors under the Program

2012

2

2012

Draft Contracts to be Concluded with Investors under the Program

1

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

AGREEMNENT Yerevan city

____________ 2012

Based on the recorded acts of the RA Government Decree of N _______ 26 April, 2012 on Approving the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevan and the RA Government Decree N _______ on the Investment Program the Armenian Harvest Promotion Centre CJSC, represented by the General Director of the company, Mr.. Meruzhan Mikaelyan, acting based on the statute of the company (hereinafter referred to as “Party-1”), “Party 1”), and _______________________________________ represented

by

_____________________________________,

the____________________________, ____________________________,

(hereinafter (hereinafter

referred

to

as

acting “Party “Party-2”),

based

on

hereinafter

collectively referred to as “the Parties”, concluded the present agreement on the following: 1. under the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District rict of Yerevan Party-22 shall select an investor and shall be liable for: a) concluding an agreement with Yerevan community on direct sale of _____ ha land on installment plan pursuant to the terms and conditions of the RA Government Decree N _______ of 26 April,, 2012 on the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevanի, Yerevan as well as for concluding a contract with Party-1 Party on the right to connectt to the greenhouses' thermal and electric energy, nergy, water and gas supply, as well as water discharge infrastructure; infrastructure b) paying against the he land specified in subitem“a“ of the present nt item within the following period after concluding the contract: _________ (_________________________________________) AMD before _______________2012, _______________2012 _________ (_________________________________________) AMD before _______________2012, _______________2012 _________ (_________________________________________) AMD before _______________2012, _______________2012 _________ (_________________________________________) AMD before _______________2012 թ.: 2|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

c) paying against the rights specified in subitem“a“ of the present nt item within the following period after concluding the contract: _________ (_________________________________________)AMD (_____________________ AMD before _______________2012., _________ (_________________________________________)AMD (_________________________________________)AMD before _______________2012 , _________ (_________________________________________)AMD (_________________________________________)AMD before _______________2012, _________ (_________________________________________)AMD (____________________ AMD before _______________2012.

d) building the state-of-the-art art greenhouses with their supporting operation and maintenance facilities on at least 75% of the land specified in Subitem S “a“ of the present prese item within _______ year (at least east 1 ha shall be built during the first year of building) persuant to the terms and conditions under the Investment Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevan 2. Party-1, as the Program Management Company of the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevan, shall be liable for: a) organising the process of concluding contracts specified in Subitem ubitem “a“ of Item 1 of the present agreement in conformity with the RA Government Decree N _______ of 26 April, 2012 on the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevan after selecting investors for at least 40% 4 of the total lots subject to alienation under the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevan; b) constructing the centralised system for the thermal thermal and electric energy, water and gas supply, as well as water discharge infrastructures in conformity with the terms and conditions of the RA Government Decree N _______ of 26 April, 2012 on the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit Norag District of Yerevan,, as well as for providing Party-2 Party 2 with points to connect to the infrastructures and for concluding a contract with Party-2 Party on using the infrastructures; 3. The present contract is signed in two copies having equal legal force. Each Party is given a copy of the contract.

3|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

4. Addresses, Addresses, Banking Requisites and Signatures of the the Parties, Parties, PartyParty-1

Party--2 Party

the Armenian Harvest Promotion Centre CJSC Address: 10/95 V. Sargsyan street, Yerevan city Tax Code: 02603012 “VTB-Armenia bank” CJSC Acc: 16048175867200 General Director:

__________________M. Mikaelyan

4|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

CONTRACT ON THE RIGHT TO CONNECT TO INFRASTRUCTURES

Yerevan city

____________ 2012

The Armenian Harvest Promotion Centre CJSC, represented by the General Director, Mr. Meruzhan Mikaelyan, acting based on the statute of the company (hereinafter (hereinafter referred to as “Party-1”), 1”),

and

______________________

__________________________________

represented

_____________________________________,

acting

based

by on

the

_________________________________, _______________________, (hereinafter referred to as “Party-2”), “Party hereinafter collectively referred to as “the Parties”, have concluded the present contract on the following:

1. Subject of the Contract Party-11 shall be liable for giving Party-2 the right to connect (hereinafter referred to as “the Right”) each of the thermal and electric energy, water and gas supply, as well as water discharge infrastructures under the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevan approved by the RA Government Decree N _______ of 26 April, 2012; 2012 and Party-22 is liable for paying against the Right in the amount and within the period envisaged by the present contract.

2. Assignent of the Right 2.1. The right to connect to each of the thermal and electric energy, water and gas supply, as well as water discharge infrastructures shall be considered assigned to Party-2 Party starting from the moment of connecting to the respective infrastructures.

5|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

2.2. Party-22 shall be considered connected to each of the infrastructures specified in Item 2.1. of the present contract starting from the moment of signing the respective act between the Parties on connecting to the infrastructures.

3. Contract Price and Payment Terms 3.1.The payment against the right to connect to the thermal and electric energy, water and gas supply, as well as water discharge infrastructures per 1 sq.m land area constitutes 2540 (two thousand five hundred forty) AMD, A including: a) 1320 (one thousand three hundred forty) AMD for thermal energy supplying infrastructure; b) 254 (two hundred fifty-four) four) AMD for electric energy supplying infrastructure; c)) 330 (three hundred thirty) AMD for water supplying infrastructure; d) 432 (four hundred thirty-two) two) AMD for gas supplying infrastructure; e)) 204 (two hundred four) AMD for water discharge infrastructure.

3.2.The The total price of the Contract is ______________________ AMD. 3.3. Party-22 shall pay the total contract price onto the bank account of Party-1 Party withing the following period after concluding the Contract: a) the first payment (in in an amount equal to 45 %) within 10 days after concluding the contract; b) the second payment (in in an amount equal to 45 %) withing 90 days after the deadline defined for the first payment; c) the third payment (in in an amount equal to 5%) within 120 days аfter er the deadline defined for the second payment; d) the forth payment (in in an amount equal to 5%) within 130 days after the deadline defined for the third payment.

6|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

4. Rights and Liabilities of the Parties 4.1. PartyParty-1 is liable for: 4.1.1. providing the land area(s) acquired by Party-2 Party 2 under contract ______________________ with points to connect to thermal and electric energy, water and gas supply, as well as water discharge infrastructures within seven months after concluding the present contract. co Based on the deadline for obtaining the infrastructures’ building permits, the timeframe defined in the present item may be prolonged; 4.1.2. concluding a contract with Party-2 Party 2 on using the infrastructures after building the thermal and electric energy, water ater and gas supply, as well as water discharge infrastructures in conformity with the actual conditions specified in Item 5.

4.2. PartyParty-2 is responsible for 4.2.1. paying the contract price in complicance with the terms and conditions of the contract; 4.2.2. not assigning the right given on the basis of the present contract to third parties; parties 4.2.3. concluding a contract with Party-1 Party 1 on using the infrastructures, after completing the building of the thermal and electric energy, water and gas supply, as well as water discharge infrastructures in conformity with the actual conditions specified in Item 5 of the present contract.

5. Thermal and electric energy, water and gas supply, as well as water discharge infrastructuresից infrastructuresից օգտվելու the terms and conditions of the contract 5.1. The contract envisiged in the Items 4.1.2 and 4.2.2 of the present contract shall shal be concluded between teh Parties in accordance with the following terms and conditions: 5.1.1. Party-11 shall be liable for providing Party-2 Party with the following capacities for thermal and electric energy, water and gas supply, as well as water discharge in accoprdance acco with the greenhouses‘ production space: a) electric power ( 35 KW)- 600 KWH, b) thermal energy consumption (13 or 25 atm pressure): 190 W/m2; 7|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

c) gas consumption:

80 m3/hr/ha;

d) water consumption: 6,4 m3/hr/ha; e) water discharge:

1,0 m3/hr/ha;

and shall ensure that the infrastructures provide those capacities. capacities 5.1.2. The total annual fee for using the thermal and electric energy, water and gas supply, as well as water discharge infrastructures per 1 ha greenhouse will make up: a) 82900 (eighty-two two thousand nine hundred) AMD for the first year, b) 165800 (one one hundred sixty-five sixty thousand eight hundred) AMD for the second year, year c) 414500 (four four hundred fourteen thousand five hundred) hundred AMD for the third year, year d) 580300 (five five hundred eighty thousand thousan three hundred) AMD for the fourth year, year e) 829000 (eight eight hundred twenty-nine twenty thousand) AMD for the fifth and further years.

5.1.3. Annual fee to use each of the thermal and electric energy, water and gas supply, as well as water discharge infrastructures shall be calculated from the moment of connecting to the given infrastructure and shall makes up the following amountper cent of the total amount: ա) 52 (fifty-two) two) per cent for thermal energy supplying infrastructure; բ)) 10 (ten) per cent for electric energy supplying infrastructures; գ)) 13 (thirteen) per cent water supplying infrastructure; դ) 17 (seventeen) percent for gas supplying infrastructure; ե) 8 (eight) per cent for water supplying infrastructure.

5.1.4. The payments stated in Item 5 of the present contract shall be made in equal amounts on a quarterly basis not later than the 5th day of the month following the reporting quarter.

5.1.5. The payments stated in paragraph 5 of the present contract are not be subject subjec to changes for the first four years. As As for the fifth and following years they may be reviewed by the previous year price inflation issued by the National Statistical Service of Armenia for the year preceding the adjustment and with view of the change of separate components of the cost price for the service rendered by Party-1 Party 1 with regard to the utilization of the thermal and electric energy, water and gas supply, as well as water discharge infrastructures.

8|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

5.1.6. Party-11 shall be liable for ensuring operational stability for the thermal and electric energy, water and gas supply, as well as water discharge infrastructures in accordance with the norms established by the Legislation of the Republic of Armenia.

5.2.

Within the framework of the Investment Program on the Construction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevan, on the basis of the joint written proposal of the owners of more than 50 percent of the alienable land area to be alienated, the thermal and electric energy, water and gas supply, as well as water discharge infrastructures shall - in conformity with the trustee management contract terms - accredit Party-1 to the Non-Profit Profit Organization established by them.

6. Responsibility of the Parties 6.1. The Parities, pursuant to the legislation of the Republic of Armenia, shall bear responsibility for violating the terms and conditions of the Contract; 6.2. Party-11 shall be responsible for violating the timeframe for building the thermal and electric energy, water and gas supply, as as well as water discharge infrastructures, in case of which penalty shall be imposed in respect of the contract price from the maturity date till the date of fulfillment of the liability, twice of the RA Central Bank Settlement rate of bank interest for the respective time periods; 6.3. Party-22 shall bear responsibility for violating payment deadlines, in which case fine shall be imposed for the amount subject to payment but still not paid from from the maturity date till the date of fulfillment of the liability, liability twice of the RA Central Bank Settlement rate of bank interest for the respective time periods.

7. The Effect of the Contract The present contract shall enter into force from the moment of its signing and shall function till proper fulfillment of the liabilities of the Parties as provided for by the present contract.

9|Page

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

8. Force Majeure In the event of failure to partially or fully fulfill the liabilities as established by the present prese contract, the Parties shall be exempt from their liabilities provided that it was the impact of force majeure which arose after signing the present contract and that the Parties could not foresee or predict. Such events are earthquake, flood, war, declaration declaration of a state of emergency or martial law, political unrest, strike, disruption of communication means and the acts of government agencies which make the accomplishment of the liabilities of the present contract impossible. In case if the Force Majeure event continues for more than 3 months, either party shall be entitled to terminate the contract by prior notice to the other party.

9. Final Provisions 9.1. The Contract may be terminated provided that the contract on the direct land sale concluded_____________________ ________ between the Yerevan Community and Party-2 Party is terminated; 9.2. All the changes and amendments in the present contract shall be made or the contract shall be terminated by written consent or upon a court decision; 9.3. The present contract is signed in two copies having equal legal force. Each Party is given a copy of the contract.

10. The Addresses, Bank Requisites and Signatures of the Parties PartyParty-1

Party--2 Party

the Armenian Harvest Promotion Centre CJSC Address: 10/95 V Sargsyan str., Yerevan, RA Tax Code: 02603012 VTB-Armenia Bank CJSC Acc: 16048175867200 General Director M. Mikaelyan __________________M. 10 | P a g e

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

CONTRACT ON DIRECT SALE OF LAND ON INSTALLMENT PLAN

Yerevan city

____________ ____ ________ 2012

Yerevan community, represented by the Mayor of Yerevan, Mr. Taron Margaryan, (hereinafter referred to as Seller), and _____________________________________, acting on the basis of _________________________________, (hereinafter referred to as Party-2), Party hereinafter collectively referred to as “the Parties”, have concluded the present contract on the following:

1. Subject of the Contract 1.1. The Seller shall be liable for providing the Buyer as an ownership _______ ha____________________________ plot of land (hereinafter referred to as “the plot of land”) on installment plan in order to construct state-of-the-art state greenhouses in conformity with the terms and conditions of the Investment Program on the Construction ction and Development of Greenhouses in the Vicinity of Noragavit District of Yerevanի Yerevan (hereinafter referred to as “the Program”), and the Buyer shall be liable for accepting the plot of land and for paying against it in accordance with the amount and timeframes timeframes envisaged under the Contract; 1.2. In order to properly use the land(s), free perpetual easement shall be established in respect of the land sections passing through the land areas which are overloaded overloaded with water mains and other infrastructures owned by third parties. These sections shall not be entitled to alienation to investors; 1.3. The master plan of the plot of land shall be enclosed to the present contract and shall be considered to be its integral gral part.

11 | P a g e

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

2. Contract Price and Payment Terms 2.1. The total price of the present contract per 1 sq. m land area constitutes 4460 (four thousand four hundred sixty) Armenian Drams. The price of the Contract includes the cadastral value of the land – AMD 2,940 (two thousand nine hundred forty) and an additional amount of 1,520 (one thousand five hundred twenty) AMD. 2.2. The total price of the Contract constitutes _______________________________ _________ AMD: 2.3. The Buyer shall pay the total price of the contract within the fpllowing period after concluding the Contract : _________

(_________________________________________)

AMD

before

_______________2012., _________ (_________________________________________) (______________________________ AMD before _______________2012., _________ (_________________________________________) AMD

before

_______________2012.,

_________

(_________________________________________) AMD before _______________2012.

3. Rights and Liabilities of the Parties Parties 3.1. The Seller is liable for: 3.1.1. Providing the Buyer with the plot of land by taking over certificate as well as the documents certifying the Buyer’s registered rights within two days period after state registry of the the rights under the present contract; 3.1.2. Providing the Buyer with a land area free from the rights and factual possession of third parties; 3.1.3. within its jurisdiction to provide the Buyer with all the permits required for the construction of greenhouses and the supporting facilities required for their ir operation and maintenance in the manner prescribed by the RA legislation. legislation

12 | P a g e

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

3.2. The Buyer shall be liable for: 3.2.1. together for paying the contract price in complicance with the terms and conditions of the contract; 3.2.2. while concluding the contract, contract in the meantime to sign a contract with the Program Management Company on granting the right to connect to the thermal thermal and electric energy, water and gas supply, as well as water discharge infrastructures; infrastructures 3.2.3. building at least 4 metre high state-of-the-art state glass and polycarbonate greenhouses with steel frame and with their heating, screening, irrigation, modern automate electric and computer climate control systems, as well as with the supporting operation and maintenance (cool storage, sorting, packaging, etc.) facilities facilities for the purpose of soil and unsoil crop production; 3.2.4. Carry out the construction of greenhouses in compliance with the following schedule: ___________________________________________________ ____________________________________________________; 3.2.5. Use the land area exclusively for the purpose of construction and operation of at least 4m high state-of-the-art art heated glass or polycarbonate greenhouses and the supporting (cool storage,, sorting, packaging, etc.) facilities required for their operation and maintenance under the Investment Program on the th Construction and Development evelopment of Greenhouses in the Vicinity of Noragavit District istrict of Yerevan; 3.2.6. To use the greenhouses built on the land area at least for ten years exclusively for the production of crop products and/or seedlings; 3.2.7. Create conditions for the implementation of surveillance by the Program Management Company over the fullfilment of the terms and conditions of the Contract.

3.2.8. In the event of using assimilation lighting, provide the built greenhouses with a verticl and horizontal blackout system, using it during evening and night-time time hours; hours 3.2.9. to alienate the land area before the complete fulfillment of the contractual obliogations only with thе consent of the Seller.

Seller The land area may be alienated to a new buyer only in th event the new buyer assumes assume the obligations under the Contract concluded with the Buyer; Buyer 3.2.10. Rebuilding the sections passing through the land area for which free ree perpetual easement is established.

13 | P a g e

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

4. Assignment of Property Rights in Land 4.1. The rights in respect of the land shall be assigned to the Buyer from the moment of state registry of the rights, nevertheless, the plot of land shall be considered given as a pledge to the Seller untill the Buyer makes full payment against the contract contract price and against the right envisaged in the contract concluded between the Program Management Company and the Buyer in _______________ .

5. Responsibility of the Parties 5.1. The Parities, pursuant to the legislation of the Republic of Armenia, shall bear responsibility for violating the terms and conditions of the Contract; Contract 5.2. Buyer shall bear responsibility for: a) violating deadlines set for the payment of the contract price,, in which case fine shall be imposed for the amount subject to payment but still still not paid from the maturity date till the date of fulfillment of the liability, twice of the RA Central Bank Settlement rate of bank interest for the respective time periods. In the event of delaying the regular payment timeframes for more than 180 days, days, the Seller shall be entitled to terminate the Contract. The amounts paid by the Buyer before the moment of termination of the contract shall not be returned; b) violating the building timeframes, in which case a fine shall be imposed in respect of the Contract ntract price per unit of the land area not built, from the maturity date through the date of fulfillment of the obligation, twice of the RA Central Bank Settlement rate of bank interest for the respective time periods. In the event of delaying the development developm timeframes for more than 180 days, the Seller shall be entitled to dissolve the Contract for the land area not developed. The amounts paid by the Buyer before the moment of termination of the contract shall not be returned.

14 | P a g e

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

6. Effect of the Contract The present contract shall enter into force from the moment moment of its signing, notarial certification and state registry of the rights under the Contract and shall function till proper fulfillment of the liabilities of the Parties as provided for by the present present contract.

7. Force Majeure In the event of failure to partially or completely fulfill the liabilities as established by the present contract, the Parties shall be exempt from their liabilities provided that it was the impact of Force Majeure which arose after signing the present contract and that the Parties could not foresee or predict. Such events are earthquake, flood, war, declaration of a state of emergency or martial law, political unrest, strike, disruption of communication means, the acts of government gover agencies and so on, which make the accomplishment of the liabilities of the present contract impossible. In case if the Force Majeure event continues for more than 3 months, either party shall be entitled to terminate the contract by prior notice to the other party.

8. Final Provisions 8.1. The Buyer shall cover the costs for concluding the Contract (providing with the master plan, addresses, notarial certification of the contract, etc.); 8.2. All the changes and amendments in the present contract shall be made or the contract shall be terminated by written consent or upon a court decision.

8.3. The present contract is signed in two copies having equal legal force. Each Party is given a copy of the contract.

9. Addressed, Bank Requisites and Signatures

15 | P a g e

Երևանի ջերմատնային գոտու ծրագրի ներդրումների կատարման աջակցման մեխանիզմները

Draft Contracts to be Concluded with Investors under the Program

16 | P a g e