TIPC Marine Corporation, Ltd. Offshore Wind Power O&M Center Facility Usage and Management Guidelines. Chapter 1 General Principles

Transcription

1 TIPC Marine Corporation, Ltd. Offshore Wind Power O&M Center Facility Usage and Management Guidelines Chapter 1 General Principles I. The Guidelines are established to comply with the government's policy for developing offshore wind power, increase the usage efficiency of the offices, warehouses, and other facilities of the Company's Offshore Wind Power Operations and Maintenance Center (hereinafter referred to as the "O&M Center"). Reasonable rates are hereby established as the basis for applications for use and management. II. Entities with one of the following qualifications and those who are in businesses related to offshore wind power industries may apply with the Company for the use of the offices, warehouses, and other facilities of the O&M Center (hereinafter referred to as the Applicant): (I). Domestic companies or foreign companies who have been approved by the government to set up branch companies in the country. (II). Institutions that conduct related research or development in offshore wind power industries. III. The applicable scope is as follows and detailed in the attached figure: (I). Warehouses. (II). Office. (III). Open air storage area. (IV). Parking spaces. (V). Other venues approved for use by the Company. IV. Applicants who apply for use in accordance with the aforementioned regulations shall submit the following documents: (I). Application form (Attachment). Page 1 of 9

2 (II). Institution or company registration certificates. (III). Proof of tax payment. Applicants providing business tax payment certificates must provide the business tax payment receipt or the latest sales revenue and tax report, approved and affixed with an official seal by the responsible tax authority. Applicants who are unable to provide the most recent certified document in time may use the immediately preceding period as a replacement. Newly established entities that have not reached the time limit for filing their first tax payment may use the business establishment approval letter issued by the tax authority for business tax as a replacement. (IV). Other required documents based on the nature of the application. V. Applicants who apply for the use of the warehouse and open air storage area in accordance with Article 3 shall provide written usage plans and descriptions for the following items: (I). The content, functions, volume, weight etc. of the stored items. (II). Special requirements for transportation and stacking such as temperature or humidity control and whether the stored items are flammable etc. (III). Other required descriptions based on the nature of the application. VI. VII. VIII. IX. Applications for temporary uses that do not interfere with the storage and use of existing applicants may be filed and such applications may be exempted from the submission of required documents specified in Article 4. However, all facility usage fees for the temporary usage period shall be paid in advance. The Applicant may apply to change the usage scope or contents. With the exception of applied changes, the rights and obligations shall remain the same as the original application. The applicant shall be required to pay 3 months of facility usage fee as performance bond when filing the application. The application procedure shall be completed after the Company approves and applies the Company's seal to the Application Form. If the approval is conditional on the Applicant's provision of supplementary documents or other conditions, the related documents must be delivered or conditions must be met. Failure to provide supplementary documents or meet specified conditions shall be treated as an unapproved application. The payment method for the performance bond is as follows: Page 2 of 9

3 (I). Cash. (II). Promissory notes or checks issued by financial institutions (they must be demand drafts and the recipient must be the Company). (III). Postal orders. (IV). Bearer government bonds. X. The establishment of offices and warehouses in the O&M Center shall be pursuant to the Company's development in the wind turbine O&M business. Therefore the Company may process applications from Applicants who have signed contracts with the Company for the provision of wind turbine O&M services and other Applicants may not object. XI. If multiple Applicants apply for use and the offices and warehouses of the O&M center cannot satisfy requirements of all applicants, with the exception provided in the previous Article, the Company shall process applications in accordance with the sequence of their filing. Chapter 2 Implementation Management XII. XIII. XIV. An Applicant who has been approved by the Company shall prepay the facility usage fee for the first and second period in accordance with the "Offshore Wind Power O&M Center Facility Rate Table" (attached) and Article 13 of the Guidelines. The Applicant shall be required to transfer funds to the account designated by the Company within 10 days from the day after the approval was granted. If the Applicant has other usage or service requirements outside the contents, scope, and items established in the "Offshore Wind Power O&M Center Facility Rate Table", the Applicant may negotiate with the Company to establish a rate separately. The facility usage fee shall be paid on a quarterly basis. One installment shall be paid quarterly (3 months). With the exception of the first and second periods, the Applicant shall be required to transfer the fees for the period to the account designated by the Company before the fifth day of January, April, July, and October each year. If the number of days in the first quarter of usage does not exceed one quarter, the facility usage fee of the first quarter shall be paid proportionally. Page 3 of 9

4 XV. In the event that the Applicant delays payment of facility usage fees in a given period, a penalty for the breach of contract shall be paid in accordance with the following subparagraphs: (I). One thousandth of the facility usage fee shall be added each day for overdue payment of less than 1 month. (II). Two thousandths of the facility usage fee shall be added each day for overdue payment of more than 1 month but less than 2 months. (III). Three thousandths of the facility usage fee shall be added each day for overdue payment of more than 2 months but less than 3 months. (IV). Four thousandths of the facility usage fee shall be added each day for overdue payment of more than 3 months. XVI. In the event that the Applicant wishes to terminate its usage within the usage period, it shall be required to notify the Company in writing at least 3 months in advance. XVII. The Company may notify the Applicant to terminate its usage under any of the following conditions: (I). In the event that the facilities must be returned to facilitate overall plans for land or facilities of Taichung Port area and the Company has provided a notice 3 months in advance. (II). In the event that a company that has contracted the Company to provide wind turbine O&M services files an application and the facilities are insufficient, the Company shall provide a notice 3 months in advance to terminate the usage of companies who have not contracted the Company to provide wind turbine O&M services. (III). In the event that the Applicant fails to pay overdue facility usage fee or penalties for breach of contract after the Company issued notifications for payment and imposed a deadline. (IV). In the event that the Applicant's use of the facilities violate regulations or the Company's policies and fails to make improvements after notifications for improvements within a specified time period or if related laws or Company policies were not met after improvements. (V). Other reasons for terminating the usage in accordance with the Civil Code or other regulations. XVIII. In the event of early termination as provided in subparagraphs (1), (2), and (5) of the preceding Article due to reasons that cannot be attributed to the Applicant, the Company shall return prepaid facility usage fees for unused periods without interest. In the event of early termination as provided in subparagraphs (3), (4), and (5) of the preceding Article due to reasons that can be attributed to the Applicant, the Applicant shall pay the facility usage fee before the termination, penalties, the cost of repair and compensation for damages and the Company may confiscate the entire performance bond as punitive penalty for breach of contract. Page 4 of 9

5 XIX. Procedures after Termination: (I). After the termination of use, the Applicant shall restore the facilities to a complete and usable state before returning them to the Company. If the facilities are not restored, the Company may impose a deadline for the restoration. The facility usage fee shall be charged before the restoration. If the Company is required to restore the facilities after the Applicant fails to do so within the specified time period, the cost of restoration and damage shall be borne by the Applicant. (II). If the facilities are damaged upon return, the Applicant shall be required to conduct repairs within the time period specified by the Company. If the Company is required to repair the facilities after the Applicant fails to do so within the specified time period, the cost of repairs and damage shall be borne by the Applicant. If repairs cannot be completed, the Applicant shall pay the nominal value of the facilities at the time of termination as compensation. (III). The performance bond shall be returned to the Applicant without interest after the termination of the usage, the restoration of the facilities to a complete and usable state for return to the Company, and no disputes or outstanding items between the parties. Chapter 3 Provisions Of Use XX. XXI. XXII. The Applicant shall abide by the Company's "Offshore Wind Power O&M Center Facility Usage and Management Guidelines", "Offshore Wind Power O&M Center Venue and Facility Rates", and related controls and regulations of Taichung Port. Without the approval from the Company, the Applicant may not exceed the scope of applied use to conduct operations or transfer facilities to third parties. The Applicant also may not use the Company's name for promotion or for organizing, assistance in organizing, or joint organization of events without permission. The Applicant shall exercise due care in the management of the facilities as a good administrator. In the event of damage caused by third parties, the Applicant shall prevent or lessen damages to the best of its efforts and notify the Company. In the event of violation of the aforementioned obligation for notification, the Applicant shall compensate the Company for all losses. The decoration of facilities such as the offices and warehouses at the O&M Center shall be pursuant to the contents provided by the Company. If the Applicant has special plans or requirements that require improvements, changes, or additions, they shall be implemented in accordance with the following regulations: Page 5 of 9

6 (I). The Applicant shall provide written explanations to the Company in advance and may only proceed after receiving approval from the Company. The cost shall be borne solely by the Applicant and the facility usage fee in the construction period shall also be paid. (II). Continued from previous paragraph, if the Applicant's improvement, change, or addition exceeds the scope of the original application, the Company may provide a discount for the facility usage fee based on the contents and investment provided by the Applicant. The value of the discount and applicable period shall be negotiated separately. (III). Unless provided in a separate agreement, the ownership of the Applicant's improvement change, or addition to the facilities shall be transferred to the Company free of charge and the Applicant may not request any compensation. (IV). The Applicant may not post or hang any promotional items without approval. If they are required, applications must be filed in advance. The Applicant shall dismantle the items after use and be responsible for restoration in the event of damage. (V). The floor of the construction site must be covered with protective items and the placement and storage of objects shall not block entrances, pipes, emergency lighting, fire extinguishing equipment, alarms, temperature sensors, emergency exits, smoke control doors, toilets etc. Production of items on site is strictly prohibited and composite materials shall be used. The Applicant shall be responsible for any damage and compensation based on the original price. (VI). If the Applicant requires the installation of visual and audio equipment, sound systems, lighting, or special effects for the organization of any event, it shall file an application in advance and it may only proceed with installation upon receiving approval. XXIII. For Applicants who violate the provisions in the preceding Article and who have been notified to restore the facilities within a specified time but fails to do so, the Company may terminate its use in accordance with Article 16, Subparagraph (3) and restore the facilities on behalf of the Applicant. The cost of restoration and damage shall be borne by the Applicant. Page 6 of 9

7 XXIV. The Company shall establish separate management regulations for the entry, usage, and management of the offices and warehouses and the Applicant shall cooperate and abide by these rules. XXV. Environmental protection, occupational safety, law and order, security, and other rules: (I). The applicant shall abide by related regulations and port regulations on law and order, security, safety, environmental protection, occupational safety, fire safety, and management regulations etc. In the event that facilities may damage others or the interests of the Company due to reasons attributable to the Applicant, the Applicant shall be liable for compensation for all damage. (II). The Applicant shall maintain the cleanliness and order in the area of use and may not arbitrarily use the facilities to store garbage or other waste or discharge waste water or sewage into the port. In the event of a violation, the Company may report or request the competent authority to impose penalties in accordance with related regulations. The Applicant shall be solely responsible for the deadline for making improvements or fines imposed by the competent authority. (III). In the event of pollution that causes the area of use to be announced as a Pollution Control Site or suspected pollution of the soil, the Applicant shall also be liable for the expenses or losses as well as the factors that are unfavorable to future use such as clearance and land restoration. (IV). In the event of casualties caused by occupational hazards, the Applicant shall take conduct rescues or other necessary measures and report the incident to the Company and labor inspection institutions in accordance with related laws. (V). To maintain national resources and the safety of port operations, the Applicant shall implement regulations for disaster prevention, protection against typhoons and earthquakes, disaster response, and drills established by the Company. (VI). All motorized vehicles used by the Applicant in Taichung Port shall abide by related port management regulations. Page 7 of 9

8 (VII). The Applicant shall be responsible for purchasing insurance or be responsible for the safekeeping of personal items that belong to its employees; the Applicant may register any loss of such items with the Company for assistance in search. (VIII). The Applicant shall comply with related regulations and be liable for the safety of the workers when using the Company's facilities. The Applicant shall also purchase accident liability insurance and be solely responsible for injury or financial losses sustained by its employees or third parties. (IX). In the event of emergency alarms or broadcast by the Company (such as fire and earthquake alarms), the Applicant shall follow instructions from the Company to evacuate employees. (X). For the maintenance of environmental sanitation personnel safety, the Company strictly prohibits the entry of any animals (pets), live fire shows, dusty environments, and other dangerous activities on the premises. Chapter 4 Repairs and Maintenance of Facilities XXVI. The Applicant shall notify the Company immediately in the event of damage to the facilities. The Company shall be responsible for repairs if the damage is determined to be unattributable to the Applicant. The Company shall notify the Applicant after the completion of the repairs. In the event that the Applicant fails to notify, within one month, the Company in writing of items that have not been repaired, the Applicant shall be deemed agreeing that the Company has completed the repairs. XXVII. In the event that the main structure of a facility is damaged and cannot be used or can only be partially used, the Applicant may request for a reduction in the facility usage fee from the date of the notification to the date of the completion of repairs. In the event that the Applicant delays or fails to provide notification and causes deterioration of the damage to the facility, the Company may request compensation for damage from the Applicant. Chapter 5 Supplementary Provisions XXVIII. The business tax is not included in the facility usage fees, punitive penalties for breach of contract etc. and it shall be borne by the Applicant. Page 8 of 9

9 XXIX. If the Applicant has special additional requirements for insurance outside the scope established for the Company's offices and warehouse facilities in the "Offshore Wind Power O&M Center Facility Rate Table", the Applicant may purchase insurance at its own expense. XXX. For business or port safety requirements, the Company may assign personnel to survey the Applicant's state of use or request the provision of related information. The Applicant shall comply with such measures. XXXI. In the event of a dispute and litigation arising from the use of the facilities of the O&M Center, the Applicant agrees that the laws of the Republic of China shall be the governing law and that Taiwan Kaohsiung District Court shall serve as the court of first instance. XXXII. Any matters that are not addressed in the Guidelines shall be processed in accordance with the Commercial Port Law or related regulations as well as interpreted or explained in the Company's official letters. XXXIII. The Guidelines (including the attached "Offshore Wind Power O&M Center Facility Rate Table") shall be implemented after promulgation. The same shall apply to amendments. Page 9 of 9

10 Attachment TIPC Marine Corporation, Ltd. Offshore Wind Power O&M Center Facility Usage Application Form New addition Change of use Temporary use (estimated end date: (year) (month) (date)) Warehouses Office Open air Parking storage area spaces Purpose: Purpose: Facilities Applied for Use (spaces) Area: (pings) (Please fill out in accordance with the room in the application) Area: (pings) Note: Please refer to attached figure for the location and size of the aforementioned facilities. Time of Start of Use (year) (month) (date) Required documents: I. Photocopies of institution or company registration certificates. II. III. Proof of tax payment. Applications for the use of warehouses and open air storage area shall provide written plans and descriptions to explain in detail the content, functions, volume, weight etc. of the stored items or special requirements for moving or stacking. The Applicant hereby applies for the use of the Company's Offshore Wind Power Operations and Maintenance Center Facilities and shall abide by the Company's "Offshore Wind Power O&M Center Facility Usage and Management Guidelines" and related controls and regulations of Taichung Port. The Applicant agrees that any violations shall be processed in accordance with related regulations and it shall file no objections to the implementation of the regulations. To TIPC Marine Corporation, Ltd. Applicant: Person in Charge: Contact Person: Address: (Please apply seal) (Signature and seal) (Signature and seal) Telephone: Mobile Phone: Fax: (year) (month) (date) Facility usage fee each quarter NTD even/quarter Processing Agent Review Usage fees for the first and second NTD periods even Performance bond NTD even Notes (review comments):

11 Notices: I. The related information in the red frame shall be filled by the Applicant. II. III. IV. Applications for temporary uses that do not interfere with the storage and use of existing applicants may be filed and such applications may be exempted from the submission of required documents specified in Article 4 of the "Offshore Wind Power O&M Center Facility Usage and Management Guidelines". However, all facility usage fees for the temporary usage period shall be paid in advance. The Applicant may apply to change the usage scope or contents. With the exception of applied changes, the rights and obligations shall remain the same as the original application. The applicant shall be required to pay 3 months of facility usage fee as performance bond when filing the application. The application procedure shall be completed after the Company approves and applies the Company's seal to the Application Form. V. Pursuant to the Company's development in the wind turbine O&M business, the Company may process applications from Applicants who have signed contracts with the Company for the provision of wind turbine O&M services and other Applicants may not object. VI. VII. VIII. IX. If multiple Applicants apply for use and the offices and warehouses of the O&M center cannot satisfy requirements of all applicants, with the exception provided in the previous Article, the Company shall process applications in accordance with the sequence of their filing. For Applicants who apply for changes, with the exception of applied changes, other contents shall remain the same as the original application. An Applicant who has been approved by the Company shall prepay the facility usage fee for the first and second period. The Applicant shall be required to transfer funds to the account designated by the Company within 10 days from the day after the approval was granted. The facility usage fee shall be paid on a quarterly basis. One installment shall be paid quarterly (3 months). With the exception of the first period, the Applicant shall be required to transfer the fees for the period to the account designated by the Company before the fifth day of January, April, July, and October each year. If the number of days in the first quarter of usage does not exceed one quarter, the facility usage fee of the first quarter shall be paid proportionally. The Company's designated account number Account name Account number TIPC Marine Corporation, Ltd. Bank of Taiwan Kusan Branch

12 Scope of usage applied in the O&M Center Figures 停車棚 1 Roofed parking area 2 停車棚 2 Roofed parking area 3 第一倉庫 3 First Warehouse 4 辦公室 4 Office 5 第三倉庫 5 Third Warehouse 6 露天放置區 6 Open air storage area 7 第二倉庫 7 Second Warehouse

13 Office 1F 多功能茶水間 1 Multi-functional pantry 9 後門 9 Rear entrance 2 倉儲 2 Storage 室 10 Room 男廁 3 Male toilet 室 11 Room 女廁 4 Female toilet 12 正門 12 Front entrance 5 多功能交誼廳 5 Multi-functional lounge 室 13 Room 會談室 6 Conference room 14 櫃台及保全室 14 Reception and security office 7 會談室 7.Conference room 室 15 Room 會談室 8 Conference room Room Area (ping) Room Room Room Room Reception and security office 9.04 Male and female toilets 9.04 Multi-functional pantry (including storage) Multi-functional lounge Conference room 4.52

14 Office 2F 室 1 Room 男廁 9 Male toilet 室 2 Room 室 10 Room 室 3 Room 室 11 Room 室 4 Room 室 12 Room 女廁 5 Female toilet 室 13 Room 會議室 B 6 Conference Room B 室 14 Room 浴室 7 Bathroom 室 15 Room 室 8 Room 會議室 A 16 Conference Room A Room Area (ping) Room Room Room Room Room Room Room Room Room Room Room Conference Room A Conference Room B Bathroom 4.30 Male toilet 4.30 Female toilet 4.30 Single toilet (divided into 2) 2.03

15 First Warehouse 第一倉庫 1 3 鐵捲門 ( 出入口 ) Rolling door (entrance) 樓梯 1 Stairs 2 辦公室 坪 2 Office pings 3 鐵捲門( 入口 ) 3 Rolling door (entrance) 4 樓梯 4 Stairs 5 廁所 5 Toilets 6 1 樓共 坪 pings on 1F 7 儲藏空間 7 Storage space

16 Second Warehouse 第二倉庫 樓總面積 坪 1 1F Total area: pings 2 2 樓總面積 坪 2 2F Total area: pings

17 Offshore Wind Power O&M Center Facility Rate Table Item No. Item Rate Description NT$750/ping each I Office usage fee month II Warehouse usage fee III Performance bond Remarks: NT$695/ping each month The aforementioned usage fees * 3 months I. The fee table shall be calculated in NTD. 1. The fee shall be calculated based on the number of pings of the used office space. 2. The fees include water charges and wireless Internet charges. 3. Other fees: Administrative secretarial services, cleaning fees, management fees, and fees for certain public facilities (pantry, lounge, conference room, discussion rooms etc.) shall be determined in discussions with the operator separately. 1. The fee shall be calculated based on the number of pings of the used storage space. 2. The fee only includes water charges. 3. Other fees: Electricity charges, facility usage fees (forklifts, cranes), warehouse management fees shall be determined in discussions with the operator separately. The applicant shall be required to pay 3 months of facility usage fee as performance bond when filing the application. II. III. IV. The business tax is not included in the fees and it shall be calculated separately. Paid items not listed in the Rate Table shall be determined in discussions with the operator separately. The minimum usage period for offices is 1 month and applications less than 1 month shall be calculated as 1 month. V. The minimum usage period for warehouses is 1 day and applications less than 1 day shall be calculated as 1 day. VI. VII. VIII. The basic unit for the application for offices shall be "rooms" (detailed in attached figure). Warehouse usage space of less than 1 ping shall be calculated as 1 ping. Other related regulations are provided in the "Offshore Wind Power O&M Center Facility Usage and Management Guidelines" and the "Offshore Wind Power O&M Center Facility Usage Application Form".