rs.100/- stamp paper - diadahej.com agreement to be executed between...dt. 10-06-2005, and welspun...

Draft Agreement for 25 MGD Water Supply Scheme of Dahej-Approval for AGM-18-06-2011

RS.100/- STAMP PAPER

THIS AGREEMENT FOR ASSIGNMENT is executed on this …………………………………… at Dahej, District Bharuch – (For the period of ………………………….)

BETWEEN

Gujarat Industrial Development Corporation (GIDC), a statutory body established under the Gujarat Industrial Development Act, 1962, and having its Head Office at 2nd& 3rd Floor, Udyog Bhavan, Block No. 4, Sector


1, Gandhinagar, and Regional Office at 1 st Floor, Narmada commercial Complex, Panch Batti, M.G. Road, Bharuch -392 001; GIDC being capable in law as entity to act in its own name through the competent authority.

(here-in-after described as the party of First Part or GIDC for the sake of abbreviation , and shall include its competent authority and authorized person as may be in office, the successors in office and such officers in charge) On one hand,

AND on the other hand,

Dahej Industries Association, being a society registered under the Societies Registration Act, 1860, under NO. GUJ/1242/Bharuch dated 19/02/2010, and acknowledge under the Bombay Public Trust Act, 1950 at No. F/1232/Bharuch dated 12/02/2010, having its registered office at Dahej Industrial Estate, c/o Reliance Industries Limited, GIDC, Dahej, District, Bharuch.

(Hereinafter referred as to Party of second part or DIA for the sake of abbreviation , and shall include its authorized person , representatives, successors, assignees, agents ,employees; appointed , employed engaged or elected)

ON THE FOLLOWING details statements and the terms and conditions.

WHEREAS the GIDC, the party of First Part, established as above, is engaged in steering industrial progress of the state; and for such purposes develops Industrial estate in the state, allots Plots to the industrial units threat, and also ensures providence of various kinds of infrastructural facilities for development of the industries located in the Estates, including arrangement for supply of water to the industrial units within the estate;

AND WHEREAS at the Dahej-I Industrial Estate establish by the GIDC, GIDC has set up a joint Water Supply Scheme/ Project which is based on intake well at Nand and Angareshwar, having its components like intake Well and allied other civil / electrical / mechanical works at Angareshwar, pipe line


from Angareshwar to Bhedsum near village Vilayat, Interim raw water storage reservoir for 3 days storage capacity, near Bhedsum , off take works for Raw water Storage Reservoir pipe line from Bhedsum to Dahej, 3 days storage reservoir at Dahej , pump house , pumping machinery , power supply agreement at Angareshwar and Bhedsum so as to convey raw water from river Narmada up to common reservoir at Dahej ,having total capacity of the project 25 MGD; the layout and the component wise details of reflected in the attachment to this agreement at Annexure I;

AND WHEREAS the said Water scheme has been established with the Capital contribution on participants beneficiary industries namely HINDALCO, GACL, GCPTCL, BASF, Welspun Gujarat on pro-rata basis and the GIDC acts as nodal agency for the purpose of operation of the Scheme;

AND WHEREAS, the above named beneficiary industries, have their fixed share of quantity of water to be supplied from the Scheme booked under the Memorandum of Understanding dated (HINDALCO – dated. 09-10-2007, GACL – Dt. 24-12-2008, GCPTCL – Dt. 17-06-2006, BASF – Dt. 10-06-2005, and Welspun – Dt. Dec. 2002 respectively) executed with GIDC, and which Mou is in force at present ,

AND WHERE AS, the share of water for GIDC is also fixed to the extent of 9.9740 MGD out of total quantity of 25 MGD under the scheme, and out of such share GIDC supplies water to the industries known as non- beneficiary industries on payment of charges, and for which also a Mou dated (List of Name of Industries and Date of Mou attached) exists as executed with GIDC.

Now, WHEREAS, the party of the second Part namely the Dahej Industries Association has shown willingness to take over the Operation and Management of the said Dahej Water supply Scheme at Dahej-1 Industrial Estate along with abidance of the present contractual arrangements in vogue as entered into by GIDC with others including the aforementioned beneficiary industries;


AND WHEREAS ,GIDC has agreed to hand over the Operation and Management of the Scheme to the Dahej Industrial Association under this Agreement , and that the GIDC has its competent level, taken policy decision in general for such assignment of water supply schemes in the Industrial estates in its 408th Board Meeting and 412th Board Meeting outlining the general conditions;

Now THEREFORE, the present agreement of assignment of operation and management of the Water Supply Scheme at Dahej Industrial Estate, between the parties witness the following terms and conditions,

AND the same is entered into and executed on the following terms and conditions.

Subsisting Arrangements and Mou

1. The GIDC and DIA agrees that the existing contractual arrangements being Mou executed between the GIDC and beneficiary industries which is attached to this Agreement as Annexure II. The said arrangement under the Mou shall continue to be in operation and bind the parties except to the extent if expressly provide for otherwise in respect of matter under this agreement. 1.1 The beneficiary industries have their fixed share of water booked under the scheme, as detailed In the Statement at Annexure III to this agreement. The DIA shall bound by the same to supply water to such industries accordingly while operating and managing the Scheme. 1.2 Similarly, it is also agreed by GIDC and DIA that the existing contractual arrangement being Mou executed between the GIDC and non – beneficiary industries which is attached to this Agreement as Annexure IVI. The said arrangement under the Mou shall continue to be in operation and bind the parties except to the extent if expressly provided for otherwise in respect of any matter under this agreement. 1.3 The share water of GIDC itself is also fixed and obligation of GIDC as regards the determined quantity of water to be supplied to the different industrial units called non-beneficiary industries. The details of share of


GIDC, and the Share of non- beneficiary industries to be supplied by GIDC is detailed out in the statement at Annexure V. The DIA shall be the same to supply water to such industries accordingly while operating and managing the Scheme. 1.4 The agreement and statements at Annexure I to V mentioned hereinabove shall be treated as part as the present Agreement for the purpose of their operation together with the details, facts and figures mentioned therein. 1.5 Under the subsisting Mou with beneficiary and non- beneficiary industries, a Steering committee is provided for, for the purpose of operation and management of the scheme. The said provision as regard Steering committee shall continue to operate with other conditions of Mou, and the operation and assignment of the Water supply Scheme under this Agreement to DIA shall not be a ground or factor to dilute, derogate or dispensed with such steering Committee and its functions. 1.6 It is specifically agreed and between the parties that the above said subsisting Mou and arrangements there under having been continued, the DIA by virtue of this agreement steps in the shoe of GIDC and act as nodal agency for the operation of the Water Supply Scheme in place of GIDC.

Assignments of the Scheme

2. GIDC agrees to hand the entire Water Supply net-working relation to the 25 MGD Water Supply Scheme to DIA for purposes of operation and maintenance of the scheme. 2.1 The Water supply Scheme is transferred by GIDC to DIA on ‘as is where basis is,’ and DIA, accordingly accepts the assignment. 2.2 The DIA agrees and undertake to maintain, repair and manage the said Water Supply network/ system and undertake the activities and responsibilities of GIDC including supply of water to member industries as per the contracted quantities under the respective Mou and agreements as the case may be with member industries and on the term and conditions applicable for contracted demand of water and other conditions relating supply of water.


‘Member Industry ‘ shall mean all the present members & those joining at later date of the Dahej Industries Association & who have set up business establishment in the GIDC estate, and also includes the ‘beneficiary industries’ referred to above.

‘Supply of water ‘shall mean delivery of Raw Water as per agreed quantity up to delivery point of each member industries.

‘Contracted Demand’ means quantity as per water supply Agreement / Mou made with GIDC regarding consumption of water per day Member Industry.

2.3 DIA shall carry out any and all obligations of GIDC as more particularly as per the terms of this Agreement and shall operate, maintain and manage the water supply scheme for continuous water supply to industries located/ established in the estate subject to recommendations of GIDC.

2.4 DIA shall operate and manage the Water Supply Scheme efficiently on ‘no profit no loss basis’ and shall ensure that all consumer industries are supplied the water.

2.5 In operating and maintaining the Scheme by DIA shall also abide further conditions mentioned hereinafter to the tune of 25 MGD.

Operation and Maintenance

3. DIA shall supply water from the Scheme/Project to the member industries and all industries in the Estate desiring to get supply of water. The supply of water by DIA shall be on behalf of GIDC

3.1 DIA shall recover charges and pending dues, if any, from the industries and DIA shall provide necessary administrative support to GIDC for recovery of pending dues in regard to water supply scheme. The amount collected by DIA shall be remitted to and shall go to the coffers of GIDC at the end of every month of such collection.


3.2.1 DIA reserve the right of outsourcing operation, maintenance and managements of water supply scheme to any agency with a condition to retain 6 persons (List of these persons - Land Losers is annexed at Annexure VII) at Angareshwar Pumping Station in consultation with and concurrence of GIDC.

3.2.2 GIDC should give 72 hours non-stop performance trial run of above 25 MGD water supply scheme from Angareshwar to Bhedsum to Dahej

Reservoir and shall be responsible to complete the pending jobs listed during the joint survey of DIA and GIDC as listed in Annexure – VI. DIA shall not be responsible for capital expenditure of the above.

3.3.1 After handing over of the water Supply Scheme by GIDC to DIA, the management and maintenance of the Scheme in its all respects shall be responsibility of DIA.

3.3.2 The DIA shall be responsible to maintain, upkeep and carry out repairs and renovations as may be required from time in relation to the ponds, water tanks, water bore, bore rooms, machinery and other properties and equipments under use or to be used for the purpose of water supply at its own cost and responsibility. Also, DIA shall be responsible for timely payments to - Irrigation Department towards drawing water and to DGVCL towards Power Supply – on demand as per agreement.

3.4 During the period when the scheme is with DIA, minor additions or improvements, which may be required in the equipments and / or properties of the Scheme, shall be the responsibility of DIA. However, any major alteration, addition or improvement in the equipments or components shall not be carried out without obtaining approval of Vice Chairman & Managing Director, GIDC.

3.5 It shall be the responsibility to DIA to repair and maintain various components of the scheme such as the like, Water Tank, Bore, Bore Room, supply Lines and the other main or supplemental equipments.


Statutory Regulations

4. DIA shall apply and will be bound by the Gujarat Industrial Development (Supply of water to the Industrial Estates) Regulations, 1991 / 2010 for the purpose of supply of water to the industries while operating the Water Supply Scheme.

Water Rates

5. DIA shall finalize the water rates every year based on the actual cost. DIA shall determine the water rate on year to year basis on similar line as is being done by GIDC. The Water rate shall be decided further with reference contract quality of supplied water under the respective water supply agreement with member Industry, and also with reference to minimum charges payable and minimum off take.

‘Minimum off take’ means 75% of the quantity agreement made with GIDC regarding consumption of water by industry.

Water Supply

6. The DIA shall disconnect / reconnect the water supply connection of Industry as and when directed / orders issued by GIDC and /or GPCB and/or Any Statutory Body. 6.1 The DIA shall take prior permission of GIDC for granting new connections to the industries over and above the existing connections. For this purpose, after written approval of GIDC, the Executive Engineer concerned shall issue No Objection Certificate. 6.2 The DIA shall abide by the rates of water at which the Water may be supplied under the Scheme as may be determined by the Government and/or GIDC from time to time.

Taxes, Dues, Rules

7. DIA undertakes that it shall pay for all times during the currency of the present agreement , all the dues, charges, taxes, levies and other


payments of any kind payable to any government or semi government department, electricity consumption charges, charges of Irrigation Department and shall also pay the dues of telephone charges and all other dues and charges in relation to the Water Supply Scheme;

7.1 The DIA shall be responsible to pay all charges, taxes, cess etc. which may be payable to the Irrigation Department of the State Government.

7.2 After assignment of the Water Supply Scheme, the DIA responsible to deal with and clear out the issues which may arise in relation to the Operation of the Scheme viz-a-viz the Rules, Regulations and requirements of the concerned Municipality or other Government or Semi Government Authorities.

Accounts

8. The DIA shall be responsible for keeping and maintaining the annual accounts in relation to the operation and management of the scheme and shall be responsible for expenses incurred and incomes received in the process of running the Water Supply Scheme, and also for getting such accounts audited through the competent auditors as per law.

8.1 The DIA shall be obliged to furnish to the GIDC at the end of each year the details of income and expenditure, the audited accounts as well as the details of consumption of water and quantity of water supplied to the industries concerned. Such information shall be supplied in statements duly authenticated.

Period of Agreement

9. The assignment of operation management of the water supply Scheme to DIA under this agreement shall be for ….. YEARS from …………..initially. 9.1 The agreement shall be renewable at the sole option and of GIDC on expiry of the initial period of ……. years from……………. on such terms and


conditions as in vogue under this agreement or as may be varied and modified at the discretion of GIDC.

Termination

10. GIDC is at Liberty to terminate the present agreement on the ground of change of policy at any time.

10.1 GIDC may also terminate the present agreement at any time after first six months are over from the date of this agreement, If considers appropriate in its judgment. The GIDC shall give one month’s notice in advance to DIA in case of termination to be effected under this clause.

10.2 DIA may affect termination of agreement but not before one year from the date of agreement. DIA while exercising option of termination under this clause shall give notice for three months in advance.

10.3 Non-acceptance of decision given by Vice-Chairman and Managing Director, GIDC over any dispute given under clause 11.1 herein below by the party of second part namely DIA or any agency or person acting under it, shall be valid ground to terminate the present agreement by GIDC.

Dispute Resolution

11. The DIA shall work out and implement the Dispute Resolution Mechanism for the purpose of in–house solution of the disputes between the consumer industries.

11.1 If any Dispute arises in respect of implementation of the present agreement and /or in respect of interpretation of any of the condition of this agreement, the decision of the VC & MD, GIDC shall be final.

Water to GWSSB


12. Gujarat Water Supply and Sewerage Board (GWSSB) draws for surrounding villages out of total quantity of 25 MGD from the scheme. This Agreement will not affect the said arrangement.

Agreement with Irrigation Department and others

13. Agreement is executed between Irrigation Department and GIDC in relation to the Water Supply Scheme, the duration of which expires on 10/06/2013. The Irrigation Department does not permit private association or company to enter into or renew agreement with it. GIDC alone shall enter into or renew the existing or any other agreement, as may be required, with the Irrigation Department.

13.1 An agreement is executed between GIDC and DSL for 10 MGD Water Supply. However, GIDC has requested Sardar Sarovar Narmada Nigam to permit DSL for drawing of 35 MGD water from Miyagam Branch canal. The arrangement shall continue till otherwise communicated by GIDC to DIA.

Ownership of the Scheme

14. It is specifically agreed that Water Supply Scheme in question transferred under the present Agreement is assigned to the DIA only and for the purpose of maintenance and operation of the Scheme and for administrative work relating to such operation and maintenance only.

14.1 The ownership and the control of the Scheme shall continue to vest with GIDC.

Miscellaneous

15. The DIA Supply the Water to the Industrial Units without any discrimination as per water supply agreement / Mou.

15.1 GIDC Undertaken to inform DIA any legal administrative or other proceedings that are pending or threatened against the GIDC which could adversely affect the ability of DIA to perform its obligations under the agreement or the MOU as the case may be.


Jurisdiction

16. The place and jurisdiction for the purpose of tying all the legal claims or initiation of the legal action shall be Bharuch alone.

Confirmation

17. The beneficiary industries and non beneficiary industries have executed separate confirming agreements agreeing and accepting the transfer of operation and management of the Water Supply Scheme to Dahej Industries Association under this Agreement and further agreeing and accepting the DIA as nodal agency.

Sundry

18. The Original copy of this Agreement will remain with party of first part namely GIDC; whereas the certified Xerox copy will remain with the party of second part namely DIA.

AUTHORISED SIGNATORY

GIDC

AUTHORISED SIGNATORY Dahej Industries Association

WITNESS

1.

2.


INDIAN NONJUDICIAL STAMP OF Rs.100/- PROPOSED DRAFT COPY FOR INQUIRY

WATER SUPPLY AGREEMENT BETWEEN DIA AND XXXXX With effective from……………………..

THIS CONTRACT is made at Dahej on this date………………. between Dahej Industries Association with its Office at C/o.Reliance Industries Ltd,P.O:Dahej-392130,Dist : Bharuch , which is a registered Association of various industries located in Dahej GIDC Industrial Estate and registered with Sarvajanik Trust, Bharuch bearing registration No.GUJ/1242/BHARUCH,dated.19-02-2010 hereinafter called ‘The ASSOCIATION” which expression shall where the context so requires or admits of, be deemed to include its successors or assigns of one part; and XXXXX having its Registered Office at ………………………………………..and whose works is at Water distribution scheme, GIDC,Dahej, hereinafter called `The SUPPLIER', which expression shall where the context so requires or admits of be deemed to include its permitted successors or assigns as hereinafter provided of the other part. Whereas The Association is a group of member industries located in the industrial estate developed by Gujarat Industrial Development Corporation (GIDC).The ASSOCIATION has taken over the joint water supply scheme earlier operated, maintained and managed by GIDC vide a separate agreement from GIDC for obtaining continuous water supply for various member industries. The Association has also entered in to with its all member industries separate agreement for supplying continuous and uninterrupted water for individual use by the member industries in their respective units. AND WHEREAS the Association felt it expedient and desires to entrust the water supply scheme to The SUPPLIER for its operation and maintenance and supply of continuous and uninterrupted water to each Member Industry on the terms and conditions stated hereunder which have been mutually agreed to between The ASSOCIATION and The SUPPLIER. NOW THIS DEED WITNESS AS FOLLOWS 1 DEFINITIONS & INTERPRETATIONS

1.1 ‘The ASSOCIATION’ shall mean a group of member industries located in the industrial estate

developed by The Gujarat Industrial Development Corporation (GIDC) and registered with Sarvajanik Trust, Bharuch vide registration No.GUJ/1242/BHARUCH,dated.19-02-2010.

1.2 ‘MEMBER INDUSTRY’ shall mean all the present members & those joining at later date of the

Dahej industries association & who have set up business establishment in the GIDC estate. 1.3 INSTALLATION shall mean various equipments, electric connections, and other

arrangements provided at pumping stations operated & maintained by GIDC situated at Angareshwar, village on the bank of river Narmada, for obtaining water from river and any system that is ancillary and incidental there to including R.W.R and pumping station at Bhersam and Dahej, pipe line from the pumping station to delivery points at various industries at Dahej.


1.4 ‘WATER SUPPLY SCHEME’ means ‘lifting the Narmada river water at Angareshwar water

works, pumping it to Bhersom and from Bhersom to Dahej R.W.R through pipe line and distributing the untreated/treated water efficiently to all the members by using the installation.

1.5 WATER INTAKE ARRANGEMENT shall mean the system / equipment installed by member

industries in their premises for receiving water from the delivery point of supplier. 1.6 `TIME' shall be stated in `Hours' and shall mean Indian Standard Time.

1.7 `DAY' means a period of twenty-four (24) consecutive hours beginning and ending at 0600

hours. 1.8 DELEVERY POINT shall mean the point up to and including water measurement meter at

which the water is delivered to the member industries by the supplier in the premises of member industry.

1.9 `WEEK' means a period of seven (7) consecutive days beginning from a day. 1.10 FORTNIGHT' means a period of fifteen (15) consecutive days beginning from a day.

Considering different number of days of each calendar month of a year, it is clarified that `FIRST FORTNIGHT' would commence from the first day to the fifteenth day of the month and `SECOND FORTNIGHT' from sixteenth day to the last day of the month.

1.11 MONTH' means a period beginning at 0600 hours on the first day of calendar month and

ending at 0600 hours on the first day of succeeding calendar month. 1.12 YEAR' means a period of three hundred and sixty five (365) consecutive days or three

hundred and sixty six (366) consecutive days when such period includes a twenty ninth (29th) day of February, beginning at 0600 hours from a day.

1.13 `FINANCIAL YEAR' means the period of three hundred and sixty five (365) consecutive days

or three hundred and sixty six (366) consecutive days when such a period includes a twenty ninth (29th) day of February beginning on the first day of the month of April every year, at 0600 hours from a day.

1.14 SUPPLY OF WATER shall mean delivery of untreated/treated water as per agreed quality and

quantity up to delivery point of each member industries. 1.15 MINIMUM OFF TAKE means 75% of the quantity agreement made regarding consumption of

water committed as per irrigation department. 1.16 CONTRACT DEMAND means quantity agreement made with GIDC regarding consumption of

water per day. 1.17 The headings of or titles to the clauses in this CONTRACT and Condition shall not be deemed

to be part thereof or be taken into consideration in the interpretation or construction there of or


of the CONTRACT. 1.18 Words imparting the singular only also include the plural and vice versa, where the context so

requires. 2 PERIOD OF CONTRACT This CONTRACT shall come into force from the date it is signed. This CONTRACT shall remain in

force till ……………….., subject to fulfilling and observing the terms and conditions set forth herein. The Association reserves the right to review and revise the terms and conditions contained herein with an advance notice of three months and in consultation with the supplier.

3 EXTENSION OF PERIOD OF CONTRACT The Association may consider the request for extension of period of Contract subject to the observing

all terms and conditions set forth herein and may offer fresh terms and conditions for such extended contract.

4 SCOPE OF THE CONTRACT The Supplier shall operate, maintain and manage the water supply scheme. The scope of work

covered by this contract and terms & conditions shall be as per schedule-I given hereunder which forms an integral part of this contract. Various work listed in the said Schedule-I are illustrative and any activities incidental or ancillary thereto shall automatically be covered by the main activity listed for which the supplier shall not claim any additional consideration.

5 QUANTITY OF WATER TO BE SUPPLIED TO MEMBER INDUSTRIES 5.1 The Supplier agrees to supply water on continuous basis to the member industries to be used

by them individually as their process requirement subject to a maximum quantity for which individual member industries have made agreement with the Association. The Association shall give to the Supplier a written list of member industries along with their monthly contracted quantity of water from time to time. The supplier shall arrange to deliver the water at the delivery point of each member industries. The supply of waters shall be at an even rate spread over a period of 24 hours.

5.2 The MEMBER INDUSTRY has undertaken to the Association to pay for such Minimum

Guaranteed off take or actual quantity used during the month, whichever is higher. The Supplier shall ensure the guaranteed off take while billing each member industry.

6 QUALITY OF WATER

The quality of water to be delivered to member industries shall be as per specification set and agreed

by GIDC/DIA. 7 MEASUREMENT AND CALIBRATION 7.1 The volume of water supplied under the contract shall be measured in Standard Cubic Meters.

The water meter should be installed by the member industries and this must meet the specification approved/stipulated by GIDC shall be installed by member industries at their own


cost, in such event no rental for the meter shall be payable by the member industries. Such meters shall be sealed by the supplier before start of supply of water, The supplier shall have a free and uninterrupted access to this flow meter at all reasonable hours for monitoring /inspection /obtaining measuring measurements of water meter. If the water meter is found to be tampered, the penalty will be charges as per the GIDC rules in force. Water supply will be resumed to the members only after clearing the dues and after obtaining approval of DIA. The supplier will install electronic magnetic flow meters to enable remote flow monitoring. The members can either install their own meters and get it approved by the supplier or have the meter installed by the supplier, in which case the supplier will charge rent for the meter @ Rs. 1000/- month for meters up to 50mmdia. and Rs.2500 per month for meters above 50mm dia. assuming 12% interest on approx. cost for meter up to 50mm dia. Incl. UPS Rs.1,00,000/- and for above 50mm of Rs.2,50,000/- respectively.

7.2 If the Member Industry has any doubt on the proper working of the meter, they can request

the Supplier for the calibration of his metering system along with an advance payment of Rs. 5000/- towards the calibration charges. The Supplier shall undertake such checks / calibration of the metering system after the receipt of intimation from the member industries in writing. Over and above calibration charges, the repairing / replacement of any part of the metering system will be charged at actual to the Member Industry. Pending the final result of such calibration / recalibration, the Member Industry shall not withhold the payments to the supplier under the contract on this account; however, the member industry may lodge his claim for refunds / adjustments, if any, depending upon the final results of such calibration /recalibration within a period of fourteen (14) days of such calibration /recalibration. The decision of supplier in this respect will be unchallengeable and binding on the member industry and such claim, if found correct by the supplier shall be adjusted against the subsequent invoice(s) of supply of water. No interest shall accrue to such refunds by the supplier to the member industry.

7.3 If there are any deviations, the resolution will be as per the existing GIDC rules. In any case, if

at the time of calibration, the meter error exceeds half percent it shall be recalibrated. 8 SHUTDOWN AND STOPPAGE OF SUPPLY:

The Supplier shall ensure smooth, continuous and uninterrupted supply of water to all member

industries as per their contract demand. The Supplier shall study, plan and make adequate arrangements for this purpose. The Supplier shall work towards restoring water supply in less than 24 hours in case there is breakdown of pipeline network within Dahej estate and within 72 hours in case of Angareshwar to Dahej pipe line. During the supply failure, the supplier will make alternate arrangement, beyond the stipulated time at their cost.

8.1 The member industry desirous of taking annual shutdown of their process plant may be

permitted to stop taking water subject to a maximum of the shutdown period or 30Days/year. During this period the minimum guarantee clause shall not be applied for calculation of payment.

8.2 The member industry desiring a scheduled shut-down for the purpose shall give notice in

writing to the Supplier party at least 7days (7) prior to the proposed date of shut-down. The


shut-down period at the rate mentioned above cannot be accumulated, and if not availed will be treated as lapsed. During such shut-downs, the provisions related to the minimum guaranteed off take in Clause 5.2 shall not be applied.

8.3 In the event of any order and/or direction by any government authorities or in the event of any

violation or breach of the terms and conditions of the agreement entered between the Association and member industry for water supply, the association may advise the Supplier to stop supply of water to member industry. On receipt of such written advice from Association, the Supplier shall at once stop/disconnect water supply to such member industry. The Association shall be solely responsible for any claim/demand of loss/damage by any member industry on such stoppage of water supply.

8.4.1 The member industry shall inform the supplier immediately about any defects in the water

intake arrangement of the member industry calling for the complete or partial stoppage of the supply of water, provided that in all such cases, the provisions relating to the payment of minimum guaranteed off take by the Member Industry in Clause 5.2 shall apply.

8.4.2 The supplier shall, likewise inform the member industry immediately about any unsafe

operation and/or defects in WATER installations and water pipeline of the supplier calling for discontinuation or complete or partial stoppage of supply of water. The supplier shall not be liable for failure to perform or for delay in performing any provision(s) of the contract to the member industry in such conditions and shall not be held responsible for any losses or damages to the member industry due to partial or complete stoppage of water supply. The provisions related to the payment of minimum guaranteed off take by the member industry in clause 5.2 shall not apply.

9 FORCE MAJEURE 9.1 Neither party hereto shall be liable for failure to perform or for delay in performing any

provision(s) of the contract other than those providing for payment for water supplied hereunder, if such failure or delay is caused or results from a force majeure.

9.2 The term force majeure in this contract means act of God, war, revolt, riot, fire, tempest, flood,

earthquake, lightening, direct or indirect consequences of war (declared/undeclared), sabotage, hostilities, national emergencies, civil disturbances, commotion, embargo or any law or promulgation, regulation or ordinance whether Central or State or Municipal, breakage, bursting or freezing of pipeline, stoppage and/or reduction in quantum of WATER availability in Narmada River. Upon occurrence of such cause and on its termination, the parties rendered unable as aforesaid shall notify the other party in writing within forty eight (48) hours of the beginning and the ending, giving full particulars and satisfactory evidence thereof. Any action of labour employed by the member industry shall not be considered as force majeure. Provided that in case such period of force majeure lasts for more than (1) month either party hereto shall be free to terminate the contract by a written notice of 30 days to the other party.

10 PRICE OF WATER

To be charged by association from member industries/ to be paid by association to supplier


10.1.1 The unit of billing shall be M3 (Normal Meter Cube). The unit price of water to be billed by the

Association to member industries shall be on the basis of rate Fixed by the Association from time to time (Worked out by supplier on mutually agreed method time to time)The unit price of water to be billed by the supplier for the current year shall be Rs……….valid for …………. from date of this contract.

10.1.2 Out of amount of unit price billed by the Association to the member industries, a sum of

paisa ………per unit shall be retained by Association and Rs……../ M3 shall be paid to supplier towards operation and maintenance charges The association reserves the right to review and revise this amount from time to time in consultation with prior notice.

CONSIDERATION TOWARDSSCOPE OF CONTRACT

10.2 The sole consideration payable to supplier for the entire scope of contract shall be

Rs…………only per unit of water .This amount of Rs…….. shall comprise all charges and expenses including various charges ,cost, taxes, cess, fee, or assessment payable to all or any government body or agencies by the supplier. No other charges/expenses whatsoever name shall be payable/retainable by the supplier for the same.

10.2.1 Out of the amount of unit price billed by the supplier to the member industries under clause

10.1.1 above, a sum of Rs…………per unit shall be retained by the supplier towards the charges /expenses for the scope of work under clause 4. read with clause 10.2 above .The formula/ components for arriving at the various price of water under clause 10 above are given below .

Sr.No Description Amount in Rs per M³

1 Raw water charges of Irrigation. 2 Wastage of water @ 15% 3 Electricity consumption 4 Salaries and Wages 5 O &M Distribution, Consumables, etc. 6 All Consumables 7 Service Charges / Profit 8 Transfer to DIA welfare Fund 9 Total Chargeable to Members

The amount of consideration payable as above shall be valid for at least a year up to …………………….. The same shall be reviewed every year in the month of March. 11 BILLING AND PAYMENT 11.1 BY SUPPLIER FROM MEMBER INDUSTRIES 11.1.1 The SUPPLIER shall prepare the bill and distribute the same on behalf and in name of


Association and raise invoice to the MEMBER INDUSTRY by 7th of every month for the consumption of the previous month on the basis of actual quantity recorded by the meter installed at the member industry at the rate mentioned in clause 10.1.1 above. The MEMBER INDUSTRY shall make the payment by at par cheque in full within 15 days of receipt of such invoices to the Supplier.

11.1.2 The payment of water supply charges to be collected in the name Dahej Industries

Association (Water Division ) and a suitable notice to this effect should be given in the bill stating that “Cheque to be drawn in the favor of “Dahej Industries Association (Water Division)”.

11.1.3 From the amount of bills so collected from member industries, DIA (Water Division ) shall

retain and amount/unit Rs……/M3 in the account of Association and also provide a statement of accounts on a monthly basis, and Rs……/M3 shall be paid to XXXXX towards operation and maintenance charges.

11.1.4 The bank account or accounts have been and shall be maintained in the name of the “Dahej

Industries Association (Water Division)” and shall be operated jointly by the DIA & XXXXX 11.1.5 If the consumption of the member industry is in excess of the contracted quantity as per

Clause no. 5.1, the member can draw water after taking the approval from the association. The charges in such case shall be as determined by the DIA Water Committee.

11.1.6 In case of any doubt or clarification by the MEMBER INDUSTRY whether a particular Cess or

Tax or Fee or Duty or Levy or Assessment or other incidental and connected charges, etc. or any change thereto is effective or imposed, as the case may be, the MEMBER INDUSTRY shall take up the matter directly with the concerned Central or State Government or local authority or any such other body or bodies without withholding the payments thereto due under this CONTRACT and shall inform the SUPPLIER regarding the decision of such authorities. The Suppliers shall be absolved from the responsibility of clarifying such queries.

11.1.7 In case there is any dispute regarding billing, the MEMBER INDUSTRY shall not withhold

payment. After making full payment of such invoices, the MEMBER INDUSTRY shall lodge the claims to the SUPPLIER along with a copy to the Association giving full particulars within a period of 15 DAYS from the date of making the payment, and such claims if found correct, the SUPPLIER shall adjust the same against the next invoice of supply of WATER. The decision of the Association in this connection will be final and binding upon the MEMBER INDUSTRY. In event of refunds which are due to the MEMBER INDUSTRY and payments are delayed beyond 30 days, the SUPPLIER shall pay interest at the rate of 15 % from the date of payment of the invoice.

11.2 The Association shall be entitled to recover from the MEMBER INDUSTRY interest on all delayed payments @ 15%.Delayed payment means any payment not received within the stipulated due date of any invoice raised against the MEMBER INDUSTRY by the Association. The Association reserves the right to stop supply of Water on account of non-payment, till payment is received against the said invoice.


11.3 The MEMBER INDUSTRY shall nominate the authority who shall receive the invoice(s) and

make payments. The MEMBER INDUSTRY shall make payments at par in the Associations bank account with its Bankers at Bharuch, or at any other office to be specified in this behalf by the Association in writing.

11.4 In case of default / dishonor in payment and subsequent settlement of outstanding dues, the

SUPPLIER shall reinstate supply of WATER to the MEMBER INDUSTRY on receipt of pay order of the said amount within 24 hours. In the event of disconnection of supply of water because of non-payment of dues in time or for reasons attributable to the MEMBER INDUSTRY. The MEMBER INDUSTRY shall make payment of Rs. 5000/- as reconnection charges.

11.5 On the water supply scheme all taxes applicable will be borne by The SUPPLIER, XXXXX 12 TRANSFER OF RIGHTS 12.1 The SUPPLIER shall never transfer or assign its rights and obligations under the CONTRACT

to any other person, Company or Business Concern. 12.2 The MEMBER INDUSTRY may, subject to notice to the SUPPLIER in advance in writing

obtained, transfer and assign its rights and obligations under the CONTRACT to any other Corporation or Company. Upon such transfer or assignment, only the transferee or assignee shall be liable for the obligations herein contained. The Supplier shall approve such transfer, assignments as the case may be and the Supplier may require from the MEMBER INDUSTRY to produce satisfactorily evidence and documents at the time of transfer of rights for the purpose of such approval. No part transfer of rights shall be approved.

12.3 Provided further that the Supplier shall close the account of such MEMBER INDUSTRY and

receive payments of all invoices issued by the SUPPLIER for supply of the WATER in full including interest, if any, thereon for delayed payments referred in Clause 11.2 including interest, if any, before approval of transfer and assignment as aforesaid to the SUPPLIER. In the event of the failure on the part of the MEMBER INDUSTRY to comply with the provisions of clause 12.2 above, the SUPPLIER may reserves the full rights to discontinue supply of WATER either to the MEMBER INDUSTRY or to its transferee or assigns and without prejudice to any other rights which the Supplier may be having under the terms of the CONTRACT or otherwise.

13 USE OF WATER BY MEMBER INDUSTRY The MEMBER INDUSTRY shall utilize the contracted quantity of WATER for the purpose as mentioned

in GPCB Consent letter only. 14 ARBITRATION Any dispute or difference whatsoever arising out of this contract which is not settled by mutual

consultation of the SUPPLIER and MEMBER INDUSTRY shall be referred to three arbitrators, one to be appointed by the ASSOCIATION and the other to be appointed by the MEMBER INDUSTRY third from supplier. The three arbitrators shall appoint an umpire, in advance of their consideration of any


point of dispute. Arbitration proceedings shall be held in accordance with the provision of the Indian Arbitration Act 1940 and the rules made there under as amended from time to time. The venue of arbitration shall be DAHEJ.

15 TERMINATION This contract shall stand terminated automatically on ……………. ASSOCIATION has unrestricted right

to deduct its all pending claims from the Supplier. However, either Party (ASSOSICATION or SUPPLIER) shall be free to terminate this Contract by a written notice of three months by either party to the other requesting the other to cancel the contract for supply of water.

16 LAWS GOVERNING THE CONTRACT The CONTRACT shall be subject to Indian laws & rules and regulations, notifications etc. issued under

such laws. 17 PREVIOUS CORRESPONDENCE All discussions & correspondence exchanged between the MEMBER INDUSTRY & SUPPLIER in

respect of the Contract & any decisions arrived at therein in the past and before the coming into force of the CONTRACT are hereby superseded by the CONTRACT & no reference of such discussions or meetings or past correspondence shall be entertained by either the SUPPLIER or the MEMBER INDUSTRY for interpreting the CONTRACT or otherwise.

18 AMENDMENTS Any amendments to any of the clauses of the CONTRACT shall be proposed and sent in writing to the

other party by the party proposing such amendment and if both the SUPPLIER and the MEMBER INDUSTRY agree to such amendment, then the same shall be incorporated in the CONTRACT.

19 INDEMNITIES

The delivery of WATER being a continuous process, once WATER passes the point of delivery, the

MEMBER INDUSTRY shall be deemed to be in exclusive possession and control of the said WATER and fully liable and responsible for its arrangements, appurtenances and properties. Accordingly, the ASSOCIATION covenants and agrees to fully protect, indemnify and hold the SUPPLIER, it's employees, agents and successors and assigns harmless against any & all claims, demands, actions, suits, proceedings and judgments and any and all liabilities cost, expenses, incidental to or in connection therewith which may be made or brought against the SUPPLIER, whether by the MEMBER INDUSTRY, it's employees, agents or successors and assigns or by third parties on account of damages or injury to property or person or loss of life resulting from or arising out of the installation, presence, maintenance or operation of the intake arrangements , appurtenances, and properties of the MEMBER INDUSTRY within the control of the Member Industry or others relating to the possession and handling of any WATER supplied and further defend the SUPPLIER at ASSOCIATION's sole expense in any litigation involving the SUPPLIER. The Member Industry shall not be liable and responsible for any claim for damage or injury to property or person or loss of life and property resulting from or arising out of the installation, presence, maintenance or operation of the water supply arrangements, appurtenances and properties of the Supplier.

20 OTHER TERMS AND CONDITIONS


20.1 Supplier shall all the time maintain the water supply scheme and installation in good environmentally clean AND EFFICIENT WORKING CONDITION .The supplier shall ensure the safety and protection of water scheme and installation at all pumping station owned by GIDC. The supplier shall be liable make good towards any claim or demand towards any loss and /or damage to the same. The supplier shall also be liable to pay any loss or damage to any person and/or property that may be occurred due to any action and /or inaction of the supplier during the operation of this contract.

20.2 The terms and conditions contained Schedule-I hereunder shall be an integral part of this

contract. 21 ADDRESSES OF PARTIES Notice given by either party to the other at the respective addresses given below shall be deemed to

have received by the other, in usual course. The said addresses of parties hereto unless changed by written notification to be given at least 15 days in advance by registered letter prior to proposed date of change, shall be as follows:

The ASSOCIATION: …………………………………………………… PRESIDENT DAHEJ INDUSTRIES ASSOCIATION,DAHEJ C/o.Reliance Industries Ltd,P.O:Dahej-392130,Dist : Bharuch. The SUPPLIER: …………………………………………………………. XXXXX IN WITNESS WHEREOF the parties hereto acting through their properly constituted representatives have set their hands to cause this CONTRACT signed and executed in their respective names and on their behalf. For and on behalf of the SUPPLIER For and on behalf of the ASSOCIATION


___________________________ _______________________ Name: Designation: Address: DAHEJ INDUTRIES ASSOCIATION DAHEJ, Bharuch District Address: Witness: 1. _________________________ 1. _________________________ Name: Designation: Address: 2. _________________________ 2. _________________________ Name: Designation: Address: and on behalf of the SUPPLIER For and on behalf of the SUPPLIER. ___________________________ __________________________ Name: Designation: Address: XXXXX Witness : 1. _________________________ 1. _________________________ Name: Designation: Address:


2. _________________________ 2. _________________________ Name: Designation: Address:

SCHEDULE – I

SCOPE OF WORK The scope of work includes the following also. 1. To lift the water from source (River) by pumping, conveyance through a network via pumping station /

reservoir at village Bhedsum, up to old/new reservoirs at Dahej (Jolwa), distribution to member industries through old/new pumping station/ESR, filtering the same to the specification through clarification as may be applicable, by using alum / other approved chemicals, giving required chlorination doses, storing the same in underground sump in sufficient quantity to meet the total contracted quantity of member industries. This particular requirement shall correspond to members desirous of receiving treated water as & when GIDC establishes such system. As at present, only untreated raw water is being supplied through the existing network.

2. Lifting the water from sump for filling the all Elevated Service Reservoirs (ESR) constructed and to be constructed by GIDC in future. The supplier shall ensure sufficient quantity of water both at Bhedsum as well as Dahej reservoirs to cope with the total contracted quantity of member industries so that there is no interruption in the daily water supply as required by the industries.

3. Supplying water to all industries through distribution system to required / registered quantity of water by member industries.

4. To maintain all the pumping machinery, equipment, components and water supply lines in proper working condition all the time and repair the same at the earliest during the break down. Watch & ward


and patrolling along the entire network shall be effectively managed and maintained to control pilferage and detect leakages.

5. To maintain sufficient stock of alum / chemical, chlorine required to be used in case of raw water supply.

6. To engage required personnel including technical persons for operation and maintenance of water supply scheme and installation.

7. Notify to the association and member industries a name of responsible person who will coordinate and address all the queries of members regarding water supply issues, if any. Proper office set-up including proper communication facility shall be established with requisite infrastructure at Dahej for day to day affairs. This is in addition to the regular office set up of the supplier either at mutually acceptable location.

8. To keep proper record of raw water received and raw water supplied to member industries and provides data on monthly basis.

9. To make timely payments of all charges, expenses, cost, levies, taxes, cess, assessment, fees, etc payable to any govt. and other organization, (municipality or local) to avoid disconnection / penalty The supplier shall be liable to make payment of any penalty / interest towards or short payment or non-payment of any due sum to any body as above..

10. Get the key equipments insured and make the payments for the premium. Ensure proper security for the installations and the security will be part of O&M expenses.

11. To arrange for taking monthly meter reading, prepare the bills and distribute the same to industries before 7th of every month on behalf and in name of DIA. Preferably, advance intimation to industries would be desirable through email to facilitate accounting & provision of funds by respective industries.

12. Organize staff as well as office to collect the dues from the members. 13. To notify in the bill about the place and manner in which payment shall be accepted from member

industries preferably payment through Real Time Gross Settlement (RTGS) mode would be desirable.

14. To notify / satisfy all the statutory requirements of all the govt. dept. to follow all the labor laws. 15. To carry out all the tests required for w /s and keep proper record of same and produce as when

asked for. 16. To keep liaison with all govt. dept. agencies, Association and GIDC and other organization whether

private / public for smooth working of scheme and continuous and uninterrupted water supply to member industries as per contract quantity and quality of water..

17. To maintain all the civil structures related to w /s in good condition. 18. To keep updated and proper record of billing and recovery and redress all disputes with member

industries subject to clause 11.1.5. 19. To deploy the sufficient security personnel to safe guard the scheme, and to avoid undesired / Un-

pleasant incidents. 20. To provide telephone facility at all important points like intake well, at R.W.R and pumping station at

Bhersom and Dahej office and cell phone to technical person and responsible Representative of supplier.


21. To provide all the data relating to execution of scope of the contract as and when required by association / GIDC. (Water Quantity only).

22. To notify in advance to all member industries and association against acknowledgement of temporary, partial / full closer of water supply necessated due to maintenance of water supply scheme.

23. Quality of water supplied will be as per raw water as per GIDC specification wherever applicable. As such, presently, only untreated raw water

24. To disconnect and reconnect the connection on direction of GIDC/DIA. 25. To release the new connection on direction of Association. 26. To attend the meeting as when called by DIA for Water Supply Scheme. OTHER TERMS ANS CONDITIONS 1. The Association shall handover the water supply scheme to the Supplier on “as is where is basis”. The

Supplier shall acknowledge the same in writing. 2. Thereafter the Supplier shall operate, maintain and manage the water supply scheme for the purpose

of continuous and uninterrupted water supply to the member industries of Association as per contract demand.

3. The Supplier shall ensure that the water supply scheme is operated, maintained (including repairs and up keep) and managed efficiently, safely and free from environmental hazards and without any damage and / or loss to people and property.

4. The Supplier shall maintain all necessary accounts and records related to water intake, purchase of inputs and consumables, supply of water to member industries, payment made to Association and other receipts and expenses incidental thereto. The Association reserves the right to inspect, check and seek information thereto of any or all of such accounts maintained by the Supplier at any reasonable time by the Associations’ authorized representatives.

5. The supplier shall keep the books of account as per standard accounting norms and get it same audited under relevant status on the subject.

6. The supplier shall give the entire details of such account once in every Quarter to the Association (Details to be submitted only water input and Output).

7. The Supplier shall ensure payment of all charges, rates, levies, taxes, assessments both existing and future to the concerned Central and / or State government authorities / departments /agencies from time to time. The association shall not be responsible for any delay or non payment of any such sues pertaining to the supply of water.

8. The supplier shall be responsible for M & R of raw water reservoir, Water pumping station and the equipment, structures and distribution lines. (up to the place of delivery of water to member industries)..

9. The water connection once disconnected on the advice of the Association shall be reconnected only after a certificate issued by Association and also on payment of all pending dues.

10. Any new water connection to any member industry will be given only on the advice of Association. It shall be the responsibility of Association to obtain necessary NOC from Ex. Engr. GIDC for giving


such connection to member industry. Similarly supplier shall disconnect the any water supply connection as per direction of Association.

11. If any dispute arises during the contract period the representation is to be made to committee of President/Secretary DIA, Chairman of XXXX Company (Supplier) and Exe/Supt Engineer of GIDC and the decision given by committee, will be final and binding to either party.

12. If any breach of condition is done / scheme is not run in benefit of units of estate, the DIA reserves the right to take the scheme back after giving the notice (As per clause 15). For the same decision will be taken by Ex. Committee of DIA and Sup. Engineer GIDC (CG) and if any representation is to be done against the same will have to be done to VC & MD of GIDC within one month from the date of receipt of such decision. The decision of VC & MD GIDC will be final and binding to either party.

13. Water supply scheme is handed over to the supplier for operation and maintenance only and supplier shall not transfer or assign the same in any manner and the supplier shall have no claim of ownership or lien or rights of any kind except operation and maintenance and managing the water supply scheme and installation during the period of this contract. They shall hand over their scheme and installation back to the Association at the time of severance of the contract.

14. If due to any reason the scheme is taken back for the same reasons, appeal, arguments, findings are

to be recorded and decision is to be given within six months. 15. For the land used for W/S components the Yearly N A charges will be paid by Association Land of PP

area will not be utilized for other purpose and no other construction will be allowed. 16. The Supplier will provide free water to GIDC offices, PP Area and at the concessional rate of Rs.

10.00/ residential unit for GIDC employee. 17. The supplier will disconnect / reconnect the W/S if any direction is given by GIDC, Govt. / GPCB / any

other organization for recovery of their dues. 18. The supplier will provide water supply to all units, whether member of Association or not without any

prejudice. 19. After taking over, on representation of Association the third party inspection will be got done by GIDC

as per procedure fixed / decided by GIDC on the cost of Dahej Industrial Association. 20. Water supply scheme is handed over for Operation and Maintenance only and it is not transferred / no

ownership rights are given. 21. Scheme is taken over by Supplier on the terms and conditions attached with the scope of work

specified in sheet attached. 22. Agency has to ensure for the present job of 6 persons at Angareshwar Pumping Station (Land Losers

- namely Patel Kantibhai Revadas, Padhiyar Mukeshkumar Kanubhai, Mansuri Anishbhai Sulemanbhai, Patel Vinodbhai Rajendrabhai, Patel Vijaybhai Sanubhai and Patel Pareshbhai Muljibhai) as per guide line of agreement executed between GIDC & DIA.

The ASSOCIATION:


…………………………………………………… PRESIDENT DAHEJ INDUSTRIES ASSOCIATION, DAHEJ C/o.Reliance Industries Ltd, P.O:Dahej-392130,Dist : Bharuch. The SUPPLIER: …………………………………………………………. XXXXX IN WITNESS WHEREOF the parties hereto acting through their properly constituted representatives have set their hands to cause this CONTRACT signed and executed in their respective names and on their behalf. For and on behalf of the SUPPLIER For and on behalf of the ASSOCIATION ___________________________ _______________________ Name: Designation: Address: DAHEJ INDUTRIES ASSOCIATION DAHEJ, Bharuch District Address: Witness: 1. _________________________ 1. _________________________ Name: Designation: Address:


2. _________________________ 2. _________________________ Name: Designation: Address: and on behalf of the SUPPLIER For and on behalf of the SUPPLIER. ___________________________ __________________________ Name: Designation: Address: XXXXX Witness : 1. _________________________ 1. _________________________ Name: Designation: Address: 2. _________________________ 2. _________________________ Name: Designation: Address:

rs.100/- stamp paper - diadahej.com agreement to be executed between...dt. 10-06-2005, and welspun...

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