BUILD-OPERATE-TRANSFER CONTRACT
On the one hand, ………. ……….. ……………………. Ministry located at ………/……. (hereinafter referred to as the “Ministry”) and ……… ………….. A Build-Operate-Transfer Agreement has been entered into between ……………… Anonim Şirketi located at …………../…….. (hereinafter referred to as the “Company”) on the following terms.
Build-Operate-Transfer Contract
Article 1- The subject of the contract;
Immovable Land Registry
Province:
District:
Neighborhood:
Location:
Pafta No:
Island No:
Parcel No:
Title:
Surface area m²:
Article 2- Duration of Easement Right Start and End Date;
It has established a temporary easement right on the area whose qualifications are specified in the first article with the following conditions.
Duration of the right: 49 (forty-nine) years.
This right shall commence on …/…/…. and expire on …/…/…..
Article 3- Subject of the Easement Right;
A secondary marina with a capacity of …. yachts and ancillary units will be built on the immovable property specified in the first article.
Article 4- Type of Use of the Immovable Subject to the Easement Right;
The above-mentioned units will be constructed in accordance with the principles of the “Investment Certificate” issued by the Ministry beyond the borders of the area where the easement right is established.
During the term of the easement right, the purpose of use of the immovable property subject to the easement right shall not be changed and shall not be used for other purposes, and any of the units belonging to the facility (such as Hairdresser, Shop, Discotheque, Bar, Cafeteria and Sales, Stores) shall not be rented to anyone else without the permission of the Ministry. The easement right which is the subject of this deed shall not be transferred without the consent of the Ministry of Finance and Customs and the Ministry.
Article 5- Construction Start and Completion Dates;
Unless otherwise stipulated in the Investment Certificate to be issued by the Ministry, the construction shall be started by obtaining a construction license within two months from the delivery of the immovable subject to the easement right to the right beneficiary or its representative and the construction shall be completed within two years.
Article 6- Price of Ground Easement Right;
A- Easement Right Fee:
It is ………………..-TL for the first year.
The usage fee for the second and subsequent years shall be determined by adding the increases specified in the State Tenders circular published annually by the Ministry of Finance and Customs (General Directorate of Budget and Financial Control) to the easement right fee of the previous year. The beneficiary of the right shall not object to this determined price by applying to any court or authority.
After the first three years, the first year easement right prices of the second and subsequent three-year periods shall be re-appraised and the accrual and collection of the prices of the following years shall be subject to the above provisions.
B- Taking a Share of the Revenue:
After the operation of the facility realized on the immovable property subject to the easement right: a share of ….% of the total annual revenue will be taken. It will be accepted and undertaken that this share will be taken at the rate of ……% in the first three-year period.
C- Payment Time:
The first year easement right fee shall be paid before the registration of the right to the title deed. The 2nd and subsequent years’ easement right fees shall be deposited to the relevant Finance Office before the date corresponding to the starting date of the right each year (January 01).
The share to be taken from the revenue shall be deposited to the relevant Finance Office in May following the balance sheet year.
For the easement right fees that are not paid in due time, the delay increase rate specified in Article 51 of the Law No. 6183 on the Procedure for Collection of Public Receivables will be applied.
If the easement right fee is not paid on time for two consecutive years, the easement right will be canceled.
Article 7- Collateral;
The Company must have delivered a letter of guarantee in the amount of …….-TL. (……..) with a notarized letter of undertaking to fulfill the obligations specified in the letter to the Ministry within …. days from the Ministry’s letter dated …/…/…..
The provisions of the “Regulation on the Allocation of Public Immovables to Tourism Investments” will be applied for the return of the guarantee and its conversion into cash when necessary.
Article 8- Modification of Plans and Projects;
The buildings and facilities to be constructed on the immovable property subject to the easement right shall be constructed by the Company in accordance with the plans and projects based on the “Investment Certificate” to be obtained from the Ministry.
Outside the boundaries of the area where the easement right is established: This right will be canceled if the construction is made on the land belonging to the Treasury or under the provision and disposal of the State, or if the appearance and natural structure of the land or nature is changed.
Article 9- Control of Construction and Operation;
The Ministry and …………. Ministry are authorized to control or have controlled all structures and facilities on the immovable subject to the easement right during the construction phase and during the operation period. Errors and deficiencies to be determined at this time shall be completed by the Company within the time and conditions to be determined by the Ministries.
Following the completion of the construction in accordance with the project within the period specified in the project, if it is determined that the repair of the facility is required in the controls to be carried out by the relevant returns in the region every ….. years, the necessary repair shall be made by the beneficiary of the right at his own expense and he shall not demand any compensation from the Treasury.
Article 10- Protection and Use of the Coast;
Necessary measures shall be taken to prevent environmental and marine pollution during the use of the immovable property on which the easement right is established and the legislation on this subject shall be strictly applied.
The places under the provision and disposal of the State around the immovable property on which the easement right is established (especially the coasts, beaches) will be kept open for the use of the sand and the passage will not be prevented.
Article 11- Taxes, Duties, Fees, Premiums and Other Charges;
The fee for the establishment of the easement right is the price for the use of the immovable property. All kinds of taxes, duties, fees, premiums and similar obligations to be paid to ……, ……., ……. and similar organizations for registration to the title deed, abandonment, construction and facilities shall be covered by the Company. In addition, the title deed fee determined in paragraph (A) of Article 13 of the tariff numbered 4 attached to the Law No. 492 on Fees and the building occupancy permit fee in the Municipal Revenues Law No. 2464 shall also be covered by the Company.
Article 12- Transfer;
The company in whose favor the easement right is established shall not be able to transfer all or part of the right to anyone else without the permission of the Ministry of …. and the Ministry.
The company is obliged to notify the Ministry of all kinds of disposals regarding the transfer of its existing or future shares and to realize them with the written permission of the Ministry and the Ministry ……… based on the positive opinion of the Ministry.
In the transfer of the entire real easement right through sale and in the transfer of the right beneficiary company through the sale of its shares, the conditions in the deed of undertaking may be amended if deemed necessary by the Ministry …………. and the Ministry while giving written permission.
In the merger of this right beneficiary company with another company, if the Ministry of …………… gives a positive opinion, the Ministry may authorize the merger.
Article 13- Participation in Infrastructure Expenses;
In the tourism development area where the land subject to the easement right is located, if the municipal services are provided by the Municipality and other services are provided by the relevant organizations, the decisions of the administration to be established by the Ministry for the provision of these services shall be strictly complied with and the requested contribution shares shall be paid by the right beneficiary.
Article 14- Termination of the Easement Right;
The easement right shall expire at the end of the recognized period. The area on which the easement right is established shall be delivered to the Treasury at the end of the period in a sound and functional condition together with all the structures and facilities on it. For this, no right, compensation or price will be claimed by the company or any other third party.
Article 15- Cancellation of Easement Right;
Failure to fulfill Articles 3, 4, 5, 6, 7, 7, 8, 9, 10, 11, 12, 13, 14 of this Deed of Commitment shall be deemed a material breach of contract and all structures and facilities shall be transferred to the Treasury in sound and operable condition without any compensation by the Treasury.
Article 16- Evacuation;
If the beneficiary of the easement right does not evacuate the immovable at the end of the right period or in the event of termination of the right due to other reasons specified or not specified in this commitment letter and does not deliver it to the Treasury under the conditions written in this commitment letter, he/she must pay a penalty of …….% (……… percent) of the easement right price of the year in which the event occurred for each passing day.
Payment of the penalty shall not cause the use of the immovable and delay of evacuation.
Article 17- Liability;
The right beneficiary is administratively, financially and criminally liable for any damage and loss (even if it is an accident) that may be caused to the environment from the date of final allocation until the day the immovable is actually delivered to the Treasury.
Article 18- Extension of Time;
1- Natural disasters (fire, earthquake, flood, etc.)
2- Declaration of general mobilization in the country or partial mobilization where the work is carried out,
3- The occurrence of impossibilities arising from the exercise of partial rights such as general and partial strikes and lockouts.
4- Emergence of events such as infectious diseases and epidemics
and similar circumstances, an extension of time cannot be requested.
Article 19- Rules to be applied in Forest Areas;
According to Article 15 of the Municipal Law No. 5393, the share of participation in the forest fund to be paid by the company in 5 years and in 5 equal installments starting from the 3rd year following the date of allocation, and a copy of the receipts will be given to the Ministry.
The immovable property allocated in the name of the company will be used without damaging the main quality of the forest. Necessary measures to protect it from fire and pests will be taken by the company. It shall be ensured that the trees to be removed during construction and the cutting and transportation of fallen and rotten trees shall be carried out by the local forest administration.
Article 20- Applicable Provisions;
In cases not specified in this commitment letter, the provisions of the Tourism Incentive Law No. 2634 and the Regulation on the Allocation of Public Immovables to Tourism Investments, and in the absence of a clear provision in these, the relevant legislation shall apply.
Article 21- Acceptance of Hostility;
The beneficiary of the right shall accept the hostility regarding any lawsuit filed or to be filed regarding the immovable property on which the easement right is established, and shall notify the local relevant …… department in writing within …… (……..) days from the date of learning about the lawsuits filed. The right beneficiary shall be liable to the Treasury for any loss or damage that may arise against the Treasury due to failure to notify the Treasury, or if it results against the right beneficiary, the right beneficiary shall not claim any compensation, right price or anything similar from the Treasury against the loss or damage and loss of profit it has suffered or will suffer.
Article 22- Historical Artifacts to be Found During Excavation
When old and historical artifacts are encountered during the project implementation, excavation operations will be stopped immediately, the artifacts found will be kept at the excavation site, and the nearest local authority will be notified immediately.
Article 23- Dispute Resolution;
The place of resolution of disputes will be resolved according to the regulation of the Law No. 6100 regarding the general competent court. …/…/…
TREASURY REPRESENTATIVE
FULL NAME
SIGNATURE
RIGHTHOLDER
FULL NAME
SIGNATURE