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Dirección General de Política Financiera, Tesorería y Patrimonio CONSEJERÍA DE ECONOMÍA Y HACIENDA

Comunidad de Madrid

Terms and Conditions for the disposal by public sealed-bid English auction of property owned by Comunidad de Madrid located at

Parque Tecnológico de Madrid-Tres Cantos, 1 & 2 Isaac Newton Street, Tres Cantos (Madrid). Docket No. E-03/2014

C/ Santa Catalina nº 6, 3ª planta 1 28014 Madrid

TERMS AND CONDITIONS FOR THE DISPOSAL BY PUBLIC SEALED-BID ENGLISH AUCTION OF PROPERTY OWNED BY COMUNIDAD DE MADRID LOCATED AT PARQUE TECNOLÓGICO DE MADRID-TRES CANTOS, 1 & 2 ISAAC NEWTON STREET, TRES CANTOS (MADRID) DOCKET E-03/2014.

Pursuant to Article 50.1 of Law 3/2001 of June 21 on Property Assets of Comunidad de Madrid, the real property assets owned by Comunidad de Madrid, located at Parque Tecnológico de Madrid-Tres Cantos, 1 & 2 Isaac Newton Street, Tres Cantos (Madrid), whose legal status is detailed in Annex I to these Terms and Conditions, have been declared alienable by Regional Minister of Economy and Finance Order of July 22, 2014.

Pursuant to the Agreement adopted by the Government of Comunidad de Madrid on .31 July 2014, said real property assets have been earmarked for disposal as a single lot.

To that end, said real property assets have been appraised by an expert, and subjected to the real property disposal procedure, pursuant to Director General for Financial Policy, Treasury and State Assets Resolution of June 17, 2014.

The award of the property on sale shall be by public English auction. The auction will be conducted in two consecutive sessions.

The terms of sale, as well as the conditions for participation in the auction and selection of the each winning bidder are contained in these Terms and Conditions, adopted on the report of the Legal Services of Comunidad de Madrid, pursuant to the Regional Minister of Economy and Finance Order of July 22, 2014, in accordance with the following:

CLAUSES

CHAPTER I. GENERAL PROVISIONS

FIRST.- JURISDICTION AND LEGAL FRAMEWORK

Sales contracts for real property, as provided in Article 4.1(p) of Royal Legislative Decree 3/2011 of 14 November, approving the revised text of the Public Procurement Act, hereinafter TRLCSP, are private.

Each contract shall be governed, in its preparation and award, as provided herein, and, anything not provided by these Terms and Conditions shall be subject to Law 3/2001 of 21 June on Property Assets of Comunidad de Madrid, hereinafter LPCM, Law 33/2003 of 3 November on Property Assets of the Public Administration, hereinafter LPAP, and Royal Decree 1373/2009 of 28 August approving the General Regulations of LPAP. Any


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shortcomings and/or questions that may arise shall be clarified according to the principles provided in Royal Decree 3/2011 of 14 November approving the revised text of the Sectoral Contract Act.

As for its effects and termination, said contracts shall be governed by the rules of private law.

The contentious-administrative courts shall have jurisdiction to resolve disputes between the parties as regards preparation and awarding of contracts, and the civil courts shall be competent as regards its effects and termination.

Pursuant to Article 15 and Additional Provision Four of the Law 52/1997 of November 27, and, in particular, the Additional Provision One of the Law 3/1999 of March 30, the Courts located in Madrid shall be competent upon any issue relating to the interpretation and application of this contract.

SECOND.- PURPOSE OF THE AUCTION

The auction seeks to award the real property owned by Comunidad de Madrid, located at Parque Tecnológico de Madrid-Tres Cantos, 1 and 2 Isaac Newton Street, Tres Cantos (Madrid), whose legal status is detailed in Annex I to these Terms and Conditions.

For the purposes of the auction and award, both properties comprise a single lot . Bids for only one property will be automatically rejected by the Bids and Awards Committee.

THIRD.- ADDITIONAL INFORMATION AND PUBLIC PROCUREMENT PORTAL

Those interested in visiting the properties offered in this auction and receiving additional information on the bidding process may contact the Sub-Directorate General for Legal Matters and State Asset Management (Directorate General for Financial Policy, Treasury and State Assets. Regional Ministry of Economy and Finances) at:

Calle Santa Catalina 6, 3ª planta. Madrid 28014 Telephone: 91 580 35 74 & 91 580 36 53.

Fax: 91 580 98 55 E-mail: [email protected]

The interested parties will be provided descriptive documentation on the physical, legal and urban status of the property supporting these Terms and Conditions. This document is for informational purposes only and is not of contractual nature.

In any case, information on the disposal process is provided on the Public Procurement Portal of Comunidad de Madrid (http://www.madrid.org/contratospublicos), including

mailto:[email protected]

http://www.madrid.org/contratospublicos


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these Terms and Conditions and the documentation referred to herein.

CHAPTER II. BIDDING

FOURTH.- CAPACITY TO CONTRACT

Winning bidders may be natural and/or legal persons with full capacity to act under the provisions of Articles 1.457 to 1.459 of the Civil Code.

Individuals who have filed for, or been forced into bankruptcy, have been adjudged insolvent by the court, are subject to receivership or have been disqualified under the Bankruptcy Act 22/2003 of 9 July, as well as those affected by the circumstances provided for in the laws on incompatibility, may not participate in their own name and right in the procurement procedure.

No person with outstanding debts to Comunidad de Madrid in enforcement period may participate, except where such debts are properly secured.

Proposals underwritten by several people are accepted, provided they are jointly and severally liable with Comunidad de Madrid as regards these Terms and Conditions, and the rights and obligations they may have with respect to these Terms and Conditions are considered indivisible.

FIFTH.- GUARANTEE

Bidders shall provide a bank guarantee of an amount equal to five percent (5%) of the reserve price of the first and/or second auction for which a bid is placed:

- First auction ......................... € 313,018.73

- Second auction .................... € 266,065.92

The guarantee shall be in force until the auction is awarded to one or more bidders and until the execution of the pubic deed of sale by the winning bidder(s).

In no event shall this guarantee confer the bidders any right to the award.

This guarantee must be lodged with the Treasury of Comunidad de Madrid (Plaza de Chamberí, N° 8 - Madrid), in cash, by bank checki or security. The document accrediting

i Pursuant to Regional Ministry of Finance Order of 18 February 2005 regulating the payment methods accepted by the General Treasury of Comunidad de Madrid, checks must: a) be nominative in euros and payable to the General Treasury of Comunidad de Madrid;


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the existence of a security shall conform respectively to the model provided in Annex IV to these Terms and Conditionsii. It shall meet in all cases the requirements set out in Article 56 of Royal Decree 1098/2001 of 12 October, approving the General Rules of the Public Administration Contracts Act.

Bids failing to provide such guarantee in the form requested, or in the amount required, will be immediately rejected by the Bids and Awards Committee.

If the guarantee was paid in cash or by bank check, this amount shall be considered part of the price.

SIXTH.- PROCEDURE, RESERVE PRICE AND AWARD CRITERIA

The lot will be awarded by public English auction in accordance with the sealed-bid auction process with the possibility of increasing the bid during the open outcry phase, as set forth in Clause 12.

The bid will be awarded exclusively based on the bid price, which, in any case, must be equal to or higher than the reserve price for each auction.

The reserve price is:

- First auction ......................... € 6,260,374.55

- Second auction .................... € 5,321,318.37

Bid prices lower than the reserve price will be immediately rejected by the Bids and Awards Committee.

Under no circumstances shall the reserve price be deemed to include any taxes, duties or other amounts payable by the winning bidder according to these Terms and Conditions, or other applicable regulations.

b) be bank endorsed or certified by the issuing bank in good time and in an appropriate manner; and c) the credit institution the check is drawn on must be domiciled in Spain and registered in the Official Register of Credit Institutions of the Bank of Spain. ii Pursuant to the Regional Ministry of Finance Order of 2 April 2004 governing the electronic Registry of proxy representatives of credit institutions, mutual guarantee societies and insurance companies providing guarantees to the Comunidad de Madrid “proxy representatives of credit institutions, mutual guarantee societies and/or insurance companies that guarantee and/or insure all types of individuals vis-à-vis all bodies, agencies, entities and companies of the Comunidad de Madrid must provide to Comunidad de Madrid the official document accrediting their powers, when such guarantees are required by rules of a statutory or regulatory nature under the purview of this Comunidad”.


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SEVENTH.- CALL AND ADVERTISING

The call for bids shall be published in the Official Journal of Comunidad de Madrid, indicating:

a) Place, date and time of the auction.

b) A description of the properties included in the lot under auction.

c) Reserve price.

d) The place of consultation or mode of access to the terms and conditions and supporting documentation.

e) The deadline, form and place where proposals are to be submitted.

Moreover, the call will be published in the contractor profile section of the Directorate General for Financial Policy, Treasury and State Assets of Comunidad de Madrid, which may be accessed through the Public Procurement Portal of Comunidad de Madrid on the institutional website of Comunidad de Madrid http://www.madrid.org/contratospublicos.

EIGHTH.- SUBMISSION OF BIDS

The bids shall be submitted at the time, manner and place specified in the call for bids in accordance with these Terms and Conditions.

A person may not, under his/her own name, submit more than one bid for the same property, regardless of whether he/she is bidding on an individual basis or jointly with others. The failure to comply with this prohibition will automatically result in the rejection of all bids submitted by said person.

The submission of bids constitutes unconditional acceptance of the total content of the clauses and annexes to these Terms and Conditions without exception whatsoever.

NINTH.- FORM AND CONTENT OF BIDS

To take part in the auction object of these Terms and Conditions, the interested parties shall submit a document, in accordance with the model form provided in Annex II to these Terms and Conditions, which shall include the date and time of entry in the relevant register.



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This document shall be accompanied by two (2) separate envelopes, sealed and signed by the bidder, or the person acting as his/her representative, and the following must be written on the outside of each envelope:

- The name of the procedure and docket number:

“DISPOSAL BY PUBLIC SEALED-BID ENGLISH AUCTION OF PROPERTY OWNED BY COMUNIDAD DE MADRID LOCATED AT PARQUE TECNOLÓGICO DE MADRID-TRES CANTOS, 1 & 2 ISAAC NEWTON STREET, TRES CANTOS (MADRID), DOCKET No. E-03/2014”

- Bidder's full name, or company name, and relevant national identity card number (D.N.I.) or fiscal identification number (N.I.F.).

- Number and name of each envelope:

ENVELOPE NO. 1.- ADMINISTRATIVE DOCUMENTATION. The auction number (first or second) must be clearly stated. (E.g.: AUCTION No. 1, AUCTION No. 2).

ENVELOPE NO. 2.- BID. The auction number (first or second) must be clearly stated. (E.g.: AUCTION No. 1, AUCTION No. 2).

Each envelope shall contain, respectively, the following documentation:

ENVELOPE NO. 1.- ADMINISTRATIVE DOCUMENTATION:

This envelope shall include the following documentation:

1) Evidence of the capacity to act

a) If the bidder is a natural person, he/she shall provide, as the case may be, a copy of the D.N.I. or equivalent legal document considered authentic under current legislation, or a copy certified by a duly authorised civil servant.

b) If the bidder is a legal person, the articles of incorporation or amendment thereof, if any, duly registered in the Company Register, shall be provided where applicable under the relevant commercial law. If not, the articles or instrument of incorporation, bylaws or founding charter containing the rules governing the activity shall be provided, duly registered, as the case may be, in the relevant Official Register, as well as the relevant Tax Identification Number (N.I.F.), all in original or copies considered authentic under current legislation, or copies


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certified by a duly authorised civil servant. These documents must state the exact legal status of the bidder at the time of submission of the bid.

The submission of the D.N.I. or N.I.F. may be replaced by an authorisation granted to the procedure management centre allowing electronic online consultation or verification, through ICDA (Interchange of Data between Administrations), under the terms provided in Annex VI to these Terms and Conditions.

c) In the case of a legal person that is not Spanish nor a national from a European Union Member State nor from a signatory country to the Agreement on the European Economic Area, the capacity to act shall be evidenced by its inclusion in the relevant Register in accordance with the law of the State in which it is established, or by submission of an affidavit or certificate in the term laid out in the General Rules of the Public Administration Contracts Act, approved by Royal Decree 1098/2001 of 12 October in accordance with the applicable Community provisions.

In the case of a legal alien not included in the previous paragraph, the capacity to act shall be evidenced by report issued by the Permanent Diplomatic Mission or Consular Office of Spain where the company is registered, prior accreditation by the company, attesting to its inclusion in the local professional, commercial or similar Register, or, alternatively, that it habitually engages in local business within the scope of activities object of the contract.

2) Verification of powers

Any person submitting or signing bids on behalf of another person, or representing a legal person, must also provide a document, such as a power of attorney, duly certified by an Attorney of the Legal Services of Comunidad de Madrid, all in original or certified copy. A certified photocopy of the D.N.I. of the person given the power of attorney or representation must also be submitted. Where the documentary proof of representation grants permanent delegation of powers, it should be recorded in the Company Register.

The submission of the D.N.I. may be replaced by an authorisation granted to the procedure management centre allowing electronic online consultation or verification, through ICDA (Interchange of Data between Administrations), under the terms provided in Annex VI to these Terms and Conditions.


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The interested must contact the Legal Service of the Regional Ministry of Economy and Finances (Plaza de Chamberí, n° 8, Madrid) for the verification of powers.

This means that, pursuant to the Public Fees and Prices Act of Comunidad de Madrid, revised text approved by Legislative Decree 1/2002 of 24 October, the request for verification of powers is subject to a fee which must be reverse charged at the time of its submission, without which the administrative procedure cannot be initiated, as set forth in Order 98/2002 of the Regional Ministry of the Presidency of 29 January, approving the standards for management, assessment and collection of the document verification fee.

3) Guarantee

Proof must be provided that a guarantee has been lodged in accordance with the conditions and requirements provided for in Clause 5 of these Terms and Conditions.

4) Affidavit

In accordance with the model provided in Annex V, the bidder shall submit an affidavit declaring that he/she is not affected by any of the circumstance specified in Clause 4 of these Terms and Conditions.

5) Jurisdiction of foreign bidders

A statement consenting to the jurisdiction of the Spanish courts of different levels for all claims that directly or indirectly may arise under the contract, expressly waiving, where relevant, the bidder's right to any other jurisdiction.

6) Joint bid

Where several bidders place jointly a bid, each and everyone of them shall submit the documents required herein, in addition to a written Co-ownership Purchase Undertaking Agreement, indicating: the names and circumstances of all parties, each party's share in the co-ownership, and the name of the representative or sole proxy with the power to exercise the rights and fulfil the obligations arising from the contract. Said document must be signed by the bidders who jointly place the bid, or their representatives, if any.


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7) These Terms and Conditions must be duly signed on all the pages and a seal shall be affixed to the last page.

ENVELOPE NO. 2.- BID:

The bid is binding, and shall be drafted according to the model provided in Annex III to these Terms and Conditions.

Bids with omissions, amendments or errors that impede clear understanding by the Administration of the points considered fundamental in assessing the bid shall not be accepted.

In case of discrepancy between the amounts expressed in words and figures, the amount expressed in words shall prevail, unless the bid documents otherwise indicate.

TENTH.- BIDS AND AWARDS COMMITTEE

The Bids and Awards Committee shall consist of the following members:

- Chairperson:

o Director General for Financial Policy, Treasury and State Assets of Comunidad de Madrid, or Deputy Director General for State Assets.

- Members:

o An Attorney of the Legal Service of the Regional Ministry of Economy and Finance.

o A Deputy Comptroller of the Regional Ministry of Economy and Finance.

o An Official of the Subdirectorate-General for State Assets.


- Secretary:


ELEVENTH.- ELECTRONIC MEANS

Electronic notifications may be conducted with stakeholders registered on the Electronic


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Notifications Service of Comunidad de Madrid, who have requested to be notified, or accept this method of notification, provided an explicit statement is submitted in this regard, in accordance with the model set out in Annex VI to these Terms and Conditions.

TWELFTH.- CONSTITUTION OF THE BIDS AND AWARDS COMMITTEE, ASSESSMENT OF DOCUMENTATION, OPENING OF BIDS AND PROPOSED AWARD

1) Constitution of the Bids and Awards Committee and assessment of administrative documentation.

After the bid submission deadline has elapsed, the Bids and Awards Committee shall be constituted to open and examine the envelopes containing the administrative documents (Envelope No. 1).

If there are faults and/or omissions in the documentation submitted by the bidders, this circumstance shall be notified, allowing a period not exceeding five calendar days to correct or remedy the problem, or to provide clarification or additional documents to the Procurement Committee.

Such notification shall be made by fax, or electronically, if so requested pursuant to Clause 11. Moreover, the faults and/or omissions remediable shall be posted on the electronic bulletin board, which can be accessed through the Public Procurement Portal of Comunidad de Madrid (http://www.madrid.org/contratospublicos).

Proceedings shall be reflected in the Minutes that must necessarily be kept.

Following the assessment of the documentation and after the necessary corrections have been made, where appropriate, the Bids and Awards Committee shall announce the bids that have been accepted or rejected, and the reasons for their rejection. These circumstances shall be notified to the bidders at the public event

2) Public opening of bids and open outcry bidding.

The public opening of the bids shall take place at the place, date and time specified in the invitation to bid, as follows.

The President of the Bids and Awards Committee shall readout the names of the accepted and rejected bidders for the first auction. He/she shall then proceed to the opening of the envelopes containing the bids.



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Following the opening and public reading of the bids, the three top bidders, who must be present at the public opening event, may call out ascending bids, starting from the highest bid. The bids called out must be higher than the previous bid, and the minimum ascending bid may not be less than € 5,000.

Only bidders or individuals who bear the representation of the bidder, in accordance with the administrative documentation submitted to and approved by the Bids and Awards Committee, and who are present at the public auction may place bids. To that end, they must identify themselves to the Committee with a national ID card or equivalent legal document.

If a tie between written bids exists, the matter shall be resolved by drawing lots, except where the bid is outbidded in the open outcry phase.

The bids placed by absent bidders not present at the time of opening the bid proposals shall also be valid. The sole effect of the failure to attend the public event is the inability to bid at the open auction if the bidder has been outbidded.

If an open auction is conducted, the bidders or individuals who represent said bidders must sign the bid ratification document included in Annex VII.

In the absence of bids in the first auction, or if the bids submitted were declared unacceptable, the second auction for that same lot shall take place in the manner described in the preceding paragraphs.

Minutes shall be taken of above proceedings, signed by the Chairperson and Secretary of the Bids and Awards Committee, by the winning bidder, if present at the auction, and, where appropriate, by any party lodging a claim or entering a reservation during the event.

Rejected bids shall be excluded from the auction, and the envelopes containing said bids shall remain unopened. The envelopes containing the bids for an auction that has not taken place shall also remain unopened.

3) Bids and Awards Committee's Proposed Winning Bidder.

On completion of the auction, the Bids and Awards Committee shall propose the highest bidder as the winning bidder.

The proposed award by the Bids and Awards Committee does not grant any rights to the


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bidder, provided the lot has not been awarded by agreement of the competent body.

If no bids are submitted during the second auction, or if the bids submitted were declared unacceptable, the Bids and Awards Committee shall record said situation in the minutes and recommend that the auction be declared void by the Regional Minister of Economy and Finance.

THIRTEENTH.- RELEASE OF THE GUARANTEE

Immediately after the auction has ended, the Secretary of the Bids and Awards Committee shall order the release of guarantees to all unsuccessful bidders.

The guarantee of the winning bidder shall be returned upon execution of the deed of sale.

CHAPTER III. AWARD AND EXECUTION

FOURTEENTH.- AWARD OF THE DISPOSAL.

Within fifteen working days of the bid opening, the Regional Minister of Economy and Finance shall award the auction to the highest bidder by means of a bid award agreement, indicating the auction date, the date on which the auction was published in the Official Journal of Comunidad de Madrid, the lot awarded, the name and address of the winning bidder and the award price.

If the winning bidder waives his/her right to the winning bid or does not fulfil his/her obligations, the bank guarantee shall be enforced, without prejudice to any compensation for damages and losses that may result. In both cases, the bid may be awarded to the second highest bidder, subject to his/her acceptance.

Prior to entering into the award agreement, the sale may be declared null and void if the award, as proposed, is deemed detrimental to the public interest, or, if for incidental reasons, the property is deemed necessary for public purposes.

If not acceptable bids are placed, the auction will be declared void by the Regional Minister of Economy and Finance. In that case, two additional consecutive auctions may be conducted for the same lot, with the same reserve price as the previous auction, which may be reduced by fifteen percent. The competent authority may also provide for the direct disposal of the properties under auction, in conditions not inferior to those set forth in these Terms and Conditions.


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FIFTEENTH.- NOTICE OF AWARD

The award agreement shall be notified to the bidders and posted on Comunidad de Madrid's contractor profile.

The notice to the winning bidder shall indicate:

- The total sum payable by the winning bidder as closing price of auction, as well as the time and manner of such payment.

- Advertising expenses, as well as the time and manner of payment.

- The winning bidder, or his/her representative, shall appear at the place, date and time indicated for the completion of the sale, warning them that failure to do so will forfeit their right, with loss of the guarantee, and without prejudice to any compensation that Comunidad de Madrid may claim for damages or losses arising from ineffectiveness of the award.

If, within fifteen working days from the opening of bids, there is no notice of award, the bidders who so desire may, at any time, request in writing the withdrawal of the bid.

SIXTEENTH.- FORMALISATION

Execution of the public deed of sale will take place within one month from the day following the notice of award, and after payment of advertising expenses. To this end, the winning bidder must appear before the notary appointed by Comunidad de Madrid, as provided in Art. 127 of the Notarial Regulations approved by Royal Decree 45/2007 of November 19, at the date and time to be specified in the notice of award, in order to execute the public deed of sale, and pay the winning bid price.

If the winning bidder fails to appear to the signing of the public deed of sale, despite being duly summoned, it shall be understood that he/she has withdrawn from the bid, forfeiting any and all rights, and the bank guarantee shall be enforced in favour of Comunidad de Madrid.

CHAPTER FOUR. SALES CONDITIONS

SEVENTEENTH.- PRICE

The lump sum payable for the lot under auction detailed in these Terms and Conditions shall be the winning bid, as provided for in Clauses 6, 12 and 14.

Under no circumstances shall the price be deemed to include any taxes, duties or other amounts payable by the winning bidder according to these Terms and Conditions, or


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other applicable regulations.

EIGHTEENTH.- PAYMENT OF THE BID PRICE

The winning bidder shall make a one-time payment of full amount by check drawn on a credit institution domiciled in Spain and registered in the Official Register of Credit Institutions of the Bank of Spainiii. The check shall be payable to the General Treasury of Comunidad de Madrid at the time of signing of the public deed of sale.

The payment by check will be deemed to have been made under Article 1170 of the Civil Code.

If the guarantee referred to in Clause 5 herein was paid in cash or by bank check, said amount shall be considered part of the price.

NINETEENTH.- DELIVERY OF PROPERTIES

The properties included in the lot under auction are sold ad-corpus, whether integral or accessory, in whatever physical, construction, maintenance, conservation, legal, urban, administrative and possessory state it presently is, which the buyer acknowledges and accepts.

It is hereby stated that the 38-square metre retail unit no. 11, in the building located at 1 Isaac Newton Street in Tres Cantos (Madrid), is currently leased to Asociación de Empresarios del Parque Tecnológico de Madrid-Tres Cantos for a monthly rental of € 499.67. Comunidad de Madrid has notified its intention to end the lease agreement on December 31, 2014.

No claim may be asserted for possible variations that may occur in both the building's surface area and building volume owing to current ordinances, or due to geological, topographical or similar conditions that could increase the cost of construction. This should not be construed, therefore, as grounds for challenging or repealing the award.

The property is free of liens and encumbrances, notwithstanding outstanding tax exposures, census and easements. The parties submit to the entries recorded in the Property Register, which both parties declare to know.

The property shall be delivered current on payment of all contributions, taxes, levies and duties, in particular, the property tax. Taxes due for 2014 shall be paid pro rata temporis

iii Pursuant to the Regional Ministry of Finance Order of 18 February 2005 regulating the payment methods accepted by the General Treasury of Comunidad de Madrid, “The checks presented by third parties for making payments to the General Treasury of Comunidad de Madrid must comply with the requirements of commercial law and, must also: be nominative in euros and payable to the General Treasury of Comunidad de Madrid; be bank endorsed or certified by the issuing bank in good time and in an appropriate manner; and the credit institution the check is drawn on must


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by Comunidad de Madrid and the buyer, based on the proportion of time that each party has been the titleholder of the property object of the sale. To this end, once Comunidad de Madrid has paid the validated amount, it shall pass on the relevant proportion of the amount to the buyer.

In any case, all expenses generated prior to the execution shall be borne and paid by Comunidad de Madrid, while subsequent expenses shall be on account of the buyer.

TWENTIETH.- ASOCIACIÓN DE EMPRESARIOS DEL PARQUE TECNOLÓGICO DE MADRID-TRES CANTOS

The properties under auction are located Parque Tecnológico de Madrid-Tres Cantos, on 1 & 2 Isaac Newton Street, Tres Cantos (Madrid).

The buyer acknowledged and agrees to uphold municipal ordinances on the terms of use and construction in the Parque Tecnológico.

The owner's share of the two plots (13,359 m²) within the Parque Tecnológico is 6.37 percent.

The Asociación de Empresarios del Parque Tecnológico de Madrid-Tres Cantos is responsible for management, administration, conservation and maintenance of Parque Tecnológico de Madrid-Tres Cantos. Pursuant to Article 6 of its by-laws, all physical or legal persons with a business interest in and ownership of one or more plots in Parque Tecnológico de Madrid-Tres Cantos may voluntarily become members of the Association.

Pursuant to Article 9(h) of the by-laws, Comunidad de Madrid is obliged to notify to the Chairperson of the Governing Board the personal circumstances of the buyer for the record. Furthermore, under this article, the buyer undertakes to meet Comunidad de Madrid's obligations with the Association. Notwithstanding the above, Comunidad de Madrid undertakes to be current in the payment of all its obligations with the Association.

The monthly membership fee paid by Comunidad de Madrid to Parque Tecnológico in 2014 amounts to € 4,142.35.

TWENTY-FIRST.- EXPENSES OF THE SALE

All expenses incurred in the execution of the public deed, printing of copies, registration and procedures at the Property Register, applicable taxes and other levies, as well as any and all other expenses, duly justified, related to the procedure shall be borne by the

be domiciled in Spain and registered in the Register of Credit Institutions of the Bank of Spain.”


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buyer.

Excluded from the above is the tax on increase in urban land value, which Comunidad de Madrid is exempted from paying, pursuant to Article 105.2(a) of Royal Legislative Decree 2/2004 of 5 March, approving the revised text of the Local Revenue Authorities Act.

Furthermore, any and all expenses incurred for advertising this bid in Official Journals and other media shall be on account of the winning bidder, and must be paid before the execution of the deed. The approximate amount for advertising in the Official Journal of Comunidad de Madrid is € 3,000. The exact amount, as well as the manner and time of payment, shall be stated in the notice of award.

TWENTY-SECOND.- ENERGY PERFORMANCE CERTIFICATE

Pursuant to Royal Decree 235/2013 of 5 April, adopting the basic procedure for certifying the energy performance of buildings, Comunidad de Madrid shall make available the Energy Performance Certificate of the two properties object of the auction. These certificates are included in the supporting documentation referred to in Clause 3 of these Terms and Conditions.

DEPUTY DIRECTOR GENERAL FOR STATE ASSETS

Signature: Isabel Serrano González

Madrid, on (date) 2014

THE INTERESTED PARTY


Comunidad de Madrid




Signature:


Comunidad de Madrid Annex I




ANNEX I.

LOT UNDER AUCTION:

The single lot offered consists of two properties for which the characteristics are given below:

1.- Property located at Parque Tecnológico de Madrid-Tres Cantos, 1 Isaac Newton Street, Tres Cantos (Madrid):

-Title deed: Pursuant to Law 9/2010 of 23 December on Fiscal, Administrative and Social

Measures in the Public Sector (Article 18), the Madrid Institute for Development has been

closed and all its assets, rights and obligations have been transferred to Comunidad de

Madrid.

- Registry information: Registered in the name of Comunidad de Madrid as Property No. 22277 in Colmenar Viejo Property Register No. 1, Volume 1558, Book 578, Page 67, Entry 1.

- Cadastral reference: 0241901VK4904S0001FQ

- General Inventory of Property Assets and Rights of Comunidad de Madrid: Reference No. 2998.

- Liens and Encumbrances: Free of liens and encumbrances.

- Rental/possessory status: Retail unit no. 11 (38 m²) leased to Asociación de Empresarios del Parque Tecnológico de Madrid-Tres Cantos. Ends on December 31, 2014.

2.- Property located at Parque Tecnológico de Madrid-Tres Cantos, 2 Isaac Newton Street, Tres Cantos (Madrid):

-Title deed: Pursuant to Law 9/2010 of 23 December on Fiscal, Administrative and Social

Measures in the Public Sector (Article 18), the Madrid Institute for Development has been

closed and all its assets, rights and obligations have been transferred to Comunidad de

Madrid.


Comunidad de Madrid Annex I




- Registry information: Registered in the name of Comunidad de Madrid as Property No. 23714 in Colmenar Viejo Property Register No. 1, Volume 1583, Book 602, Page 172, Entry 1.

- Cadastral reference: 0141201VK4904S0001JQ

- General Inventory of Property Assets and Rights of Comunidad de Madrid: Reference No. 3002.

- Liens and Encumbrances: Free of liens and encumbrances.

- Rental/possessory status: Free of lessees or other occupants.


Comunidad de Madrid Annex II




ANNEX II

MODEL APPLICATION FORM FOR PARTICIPATION IN THE AUCTION

Mr./Ms. …………………………………………………………………………………, with address in ……………..…… province ……..…..….….……..., street ………………………...…………………………………... number ………., and with D.N.I. number ……………………….. in their (own) name or in representation of (Entity or person)iv …………………………………………………………………… , with N.I.F. ………………………… and tax domicile at Street/Square/Avenue …………………………………………………..……………….., number ………… , hereby declares his/her interest to bid in the public English auction for the lot consisting of properties located at Parque Tecnológico de Madrid-Tres Cantos, 1 and 2 Isaac Newton Street, Tres Cantos (Madrid), called by Resolution of the Director General for Financial Policy, Treasury and State Assets ....................., and published in the Official Journal of Comunidad de Madrid of (date).

For the purpose of notifications that may be required under Clause 12 of these Terms and Conditions, and provided the bidder has not chosen to be electronically notified, the contact person is:

Mr./Ms. Tel. No. E-mail Fax No.

In (city) ............................., on (date) 2014

(Place, date, signature and stamp of bidder)

CHAIRMAN OF THE BIDS AND AWARDS COMMITTEE FOR THE DISPOSAL OF REAL PROPERTIES OWNED BY COMUNIDAD DE MADRID

iv Leave in blank where not applicable.


Comunidad de Madrid ANNEX III




ANNEX III

MODEL BID FORM FOR REAL PROPERTY

Mr./ Ms. …………………………………………………………………………………, with address in ……………..…… province of ……..…..….….……..., street ………………………...…………………………………... number ………. and D.N.I. ……………………….., in their (own) name or acting on behalf of (Entity or person)v…………………………………………………………………… , with N.I.F.. ………………………… and tax domicile in Street/Square/Avenue …………………………………………………..……………….., No. ............, having been informed about the notice published in the OJCM of (date), wish to submit a bid for auction no. vi......., for the lot consisting of properties located at Parque Tecnológico de Madrid-Tres Cantos, 1 and 2 Isaac Newton Street, Tres Cantos (Madrid), for a total price of (in words and figures).................................................................... euros, taxes excluded.

To that end, the undersigned hereby certifies:

- That, he/she is familiar with the type of bidding and the Terms and Conditions of this public auction, the content of which he/she fully accepts.

- That, he/she fulfils all the conditions required to participate. - That he/she knows and accepts the physical, construction, maintenance,

conservation, legal, urban, administrative and possessory status of the properties. - That, if he/she is chosen the winning bidder, the bid price shall be paid in full

within the period provided in these Terms and Conditions, and he/she undertakes to appear before the Notary appointed by Comunidad de Madrid, on the day and at the time scheduled, for the execution of the deed of sale.

In (city) ............................., on (date) 2014

(Place, date, signature and stamp of bidder)

CHAIRMAN OF THE BIDS AND AWARDS COMMITTEE FOR THE DISPOSAL OF REAL PROPERTIES OWNED BY COMUNIDAD DE MADRID.

v Leave in blank where not applicable. vi First or second. Tick the auction in which a bid will be placed


Comunidad de Madrid ANNEX IV




ANNEX IV

MODEL GUARANTEE

The Entity (name of the credit institution or mutual guarantee company) ...................................................................................., with Tax ID (C.I.F.) No. .............................. and address (for notifications and requirements), located at Street/Square/Avenue ...................................................................... City .................., and on their behalf (full name of Proxies) ..................... .............................................................., with sufficient powers to bind the entity in this act, as a result of verification of the representation given at the end of this document.

GUARANTEES

(Full name or company name of the guaranteed) ........................................ ……………………………………….. , N.I.F./C.I.F. No. ....................................., pursuant to the TERMS AND CONDITIONS FOR THE DISPOSAL BY PUBLIC SEALED-BID ENGLISH AUCTION OF PROPERTY OWNED BY COMUNIDAD DE MADRID LOCATED AT PARQUE TECNOLÓGICO DE MADRID-TRES CANTOS, 1 & 2 ISAAC NEWTON STREET, TRES CANTOS (MADRID). DOCKET E-03/2014, to meet the following obligations: to guarantee the bid submitted by the bidder(s) until an award is made, as well as the winning bid until the public deed of sale is executed by Comunidad de Madrid, in the amount of: (in words) ..................................................................... euros (in figures) € ……………………… …………………………………….

The guarantor declares, under its own responsibility, that it complies with the provisions of Article 56.2 of the General Regulation of the Public Contracts Act. This guarantee is being made severally regarding the principal, with express waiver to the rights of excussion, and payable on first demand by Comunidad de Madrid, subject to the terms provided in the public procurement regulations, its implementing rules and in the regulations governing the General Deposit Fund (Caja General de Depósitos).

This guarantee will remain in force until Comunidad de Madrid authorises its cancellation or return.

This guarantee has been entered on this day in the Special Guarantees Register with the No. ……………………………………………..


Comunidad de Madrid ANNEX IV




……………………………………………………………………………(Place and date)

…………………………………………………………… (Name of entity)

…………………………………………………………….. (Proxy signatures)

VERIFICATION OF LEGAL REPRESENTATION BY THE LEGAL SERVICE OF THE REGIONAL MINISTRY OF ECONOMY AND FINANCE OF COMUNIDAD DE MADRID.

PROVINCE DATE CODE


Comunidad de Madrid ANNEX V




ANNEX V

MODEL AFFIDAVIT DECLARING THAT THE BIDDER(S) IS NOT AFFECTED BY ANY OF THE CIRCUMSTANCES LIMITING HIS/HER CAPACITY TO CONTRACT, AND HAS NO OUTSTANDING DEBTS WITH COMUNIDAD DE MADRID IN ENFORCEMENT PERIOD

Mr./Ms ……………………………………………………, D.N.I./N.I.E. ....................... in their (own) name or acting on behalf of (Entity or person)vii ……………………..…………………, with N.I.F. ….……………, in his/her capacity as ………………………...……, in relation to Docket No. E-03/2014.

DECLARES:

I.- That, the aforementioned company is not affected by any of the circumstances referred to in Article 95.2 of Royal Decree 1373/2009 of 28 August, approving the General Regulations of Law 33/2003 of 3 November on Property Assets of the Public Administration, under which individuals who have applied for insolvency, or been declared insolvent, in any proceeding, or are subject to receivership or have been disqualified pursuant to the Bankruptcy Act 22/2003 of 9 July, may not be accepted as winning bidders.

II.- That, it is not affected by the circumstances provided for in the law on incompatibility.

III.- That, said entity, as required by Article 29.5 of the Local Revenue Authorities Act 9/1990 of 8 November of Comunidad de Madrid, has no outstanding debts with Comunidad de Madrid in enforcement period, and, if any, they are guaranteed.

In (city) ............................., on (date) 2014

Signature:

Note: This affidavit shall be signed by the managing body or competent representative of the firm or company, except in cases where another media provided for in Article 73 of the Public Procurement Act, revised text approved by Royal Legislative Decree 3/2011 of 14 November is used.

vii Leave in blank where not applicable.


ANNEX VI Terms and Conditions for the disposal by public sealed-bid English auction of property owned by Comunidad de Madrid located at



ANNEX VI

MODEL STATEMENT TO RECEIVE NOTIFICATIONS BY ELECTRONIC MEANS AND AUTHORISATION TO ACCESS YOUR DATA USING COMUNIDAD DEMADRID'S SYSTEMS.

Mr./Ms ……………………………………………………, D.N.I./N.I.E. .......................viii in their (own)

name or acting on behalf of (Entity or person) ……………………..…………………, with N.I.F. ….……………, in his/her capacity as ………………………...……, in relation to Docket No. E-03/2014.

DECLARES

1. That, he/she wishes to receive [] YES/[] NO (please tick as appropriate) all notifications concerning contract procedures through the Electronic Notifications Service of Comunidad de Madrid to the Single Electronic Address authorised for this purpose.ix

2. That, he/she [] AUTHORISES / [] DOES NOT AUTHORISE (please tick as appropriate) Comunidad de Madrid to use electronic means to collect N.I.F./D.N.I. data of the bidder and D.N.I. data of the representative.

In (city) ............................., on (date) 2014

Signature:

viii Leave in blank where not applicable. ix If yes, the company must be registered with the Electronic Notifications Service of Comunidad de Madrid. This service can be accessed via the Electronic Administration section at the website http://www.madrid.org

http://www.madrid.org


Comunidad de Madrid ANNEX VI

Terms and Conditions for Disposal and Leaseback of Real Property Assets through public English auction. Docket No. E-01/2013


ANNEX VII

RATIFICATION OF THE BID

Mr./Ms. …………………………………………………………………………………………………….. with D.N.I. .......................................... in their (own) name or acting on behalf of (Entity or person) x……………………………………………………. with N.I.F. …………………………………………………, and address at ……………………………………………………… street ………………………………………………………………………………………………….. number ……………., as a bidder in the public English auction of the lot consisting of properties at Parque Tecnológico de Madrid-Tres Cantos, 1 & 2 Isaac Newton Street, Tres Cantos (Madrid), RATIFIES that the last bid placed at the auction conducted today ………………………………………………………………, amounts to …………………………...……………………………………………………………………………………………………. euros (€ …………………………), excluding taxes.

Signature: ……………………………………………………

x Leave in blank where not applicable.

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