List of Appendices

Haldia Development Authority (HDA) Appendices to Concession Agreement

LIST OF APPENDICES

APPENDIX – 1 LOI 2

APPENDIX – 2 LOA 3

APPENDIX – 3 LIST OF APPLICABLE PERMITS 5

APPENDIX – 4 LETTER OF CONFIRMATION 6

APPENDIX – 5 LIST OF EXISTING CONSUMERS 8 5.1 LIST OF EXISTING DOMESTIC CONSUMERS 8 5.2 LIST OF EXISTING MUNICIPAL CONSUMERS 11 5.3 LIST OF EXISTING COMMERCIAL CONSUMERS 12 5.4 LIST OF EXISTING INDUSTRIAL CONSUMERS 14 5.5 HDA’S CONNECTION (AS PER AGREEMENT) 16

APPENDIX – 6 EXISTING WATER TREATMENT FACILITIES 17

APPENDIX – 7 BID FORMAT 23

APPENDIX – 8 QUALIFICATION CRITERIA OF INDEPENDENT ENGINEER 25

APPENDIX – 9 PERFORMANCE STANDARDS OF THE O&M OF THE PROJECT FACILITIES 27

APPENDIX – 10 PHASING OF INVESTMENT 30

APPENDIX – 11 WATER TARIFF NOTIFICATION 38

APPENDIX – 12 CHECK LIST 39

APPENDIX – 13 SCOPE OF WORKS OR SERVICES 40

APPENDIX – 14 LIST OF EXISTING WORKERS* 42

APPENDIX – 15 MINIMUM WATER TARIFF 43

APPENDIX – 16 TENTATIVE LIST OF WORKS 44

APPENDIX – 17 SUBSTITUTION AGREEMENT 51

APPENDIX – 18 MODEL CUSTOMER SERVICE RULES 73

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 1 LOI [On the letter head of HDA] From: The Chief Executive Officer, Haldia Development Authority

To: Name and Address of Concessionaire

Sub: Operation and Maintenance, Repair and Management of Water Supply Project at Haldia

Ref: This Office Memo No. 2269/HDA/IX-A-78(P-II) dated 14.12.2017 and Your Bid No. [xxxxxx]

Dear Sir, Based on the above referred documents we are pleased to inform that [Name of the Bidder or the Consortium with xxxxxxxx as the Lead Member] is the Selected Bidder for Operation and Maintenance, Repair and Management of Water Supply Project at Haldia.

You are requested to submit the Letter of Acceptance (LOA) of this offer within 7 (seven) days from the issue of this letter.

You are further requested to take necessary action to finalize and sign the Concession Agreement with HDA within 21 (twenty one) days from the issue of this LOI.

Thanking You,

Yours Faithfully, The Chief Executive Officer, Haldia Development Authority Dated: xxxxxxx

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 2 LOA

[On the letter head of the Selected Bidder/ Lead member of the Consortium] Ref. No. : xxxxxxx Dated: xxxxxxx

To The Chief Executive Officer, Haldia Development Authority (HDA) Satish Samanta Bhawan City Centre P.O. Debhog, Haldia Purba Medinipur 721657 India

Sub: Operation and Maintenance, Repair and Management of Water Supply Project at Haldia Ref. No. : Our Bid No.: Dear Sir, This LOA refers to your letter of interest, memo ref No. xxxxxxx dated xxxxxxx.

We, [Name of the Bidder or the Consortium] wish to confirm our acceptance of the above mentioned project in accordance with our Bid. We are confident that we will make a significant contribution to the improvement of water supply services and to the growth of Haldia.

We are willing to expedite the finalization of the Concession Agreement in the time period stipulated in the LOI. We will make all endeavours to successfully complete the Concession Agreement in the time period stipulated.

Meanwhile please direct all correspondences and communications in relations to the above mentioned project to the following personnel, for and on behalf of the Selected Bidder/Consortium until further notice.

Name and Address of the Signatory of the Bidder/Consortium:

Haldia Development Authority (HDA) Appendices to Concession Agreement

Thanking You,

Yours Faithfully, Authorised Signatory of the Bidder Name of the Bidder/Consortium Dated:

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 3 LIST OF APPLICABLE PERMITS

1. Environmental Clearance 2. Water Abstraction Permit 3. Permit for continuous power Supply as well as Standby arrangement 4. Road Access permit 5. Permits for transporting and handling of hazardous material 6. Essentiality Certificates 7. Trade License 8. Labor License 9. Licenses related to explosives 10. PF and ESI Registration. 11. Public Liability insurance. 12. Stamping and Reverification of Weigh Bridge and weighing machine from Department of Meteorology (Govt. of West Bengal) of 13. Temporary Right of Way 14. Immigration and Custom Permit for imported goods for the purpose of this Project 15. Temporary Workers Squatter 16. Business/ Work Permit for foreign expertise 17. Transportation of Goods via Hooghly River 18. Any other statutory requirement by the Govt. of West Bengal and Govt. of India from time to time. Note: Above is only an indicative list and is not complete.

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 4 LETTER OF CONFIRMATION

Dated: ______

Chief Executive Officer Haldia Development Authority, Satish Samanta Bhawan, City Centre, Debhog, Haldia – 721 657.

Dear Sir,

Re: Concession Agreement dated ………… between Haldia Development Authority (HDA) and [Name of Concessionaire] (the Concessionaire) in respect of the Project (“Concession Agreement”).

This refers to the Article 2.1 (h) of the Concession Agreement.

We confirm as follows-

(1) We had jointly in a consortium Bid for the Project. (Applicable in case of Consortium)

(2) For the purpose of such bid, we had entered into a Consortium Agreement amongst ourselves dated ………….and submitted to you along with our aforesaid Bid. (Applicable in case of Consortium)

(3) Our Bid was on the basis of your Request for Proposal (RFP).

(4) Our Bid was thereafter accepted by you and acceptance was communicated to us vide your LOI bearing Memo No. [XXXXXXX] dated [XXXXXXX].

(5) For the purpose of implementation of the Project, we have promoted and incorporated [Name of SPV], a Company incorporated under the Companies Act, 2013 and having its registered office at [Address], a Joint Venture Company / Special Purpose Vehicle. You have at our request agreed to accept the said [Name of the SPV] to function as a Concessionaire and at our request have entered into the Concession Agreement.

(6) Pursuant to Clause 24 of the Letter comprising the bid in the RfP document and Clause 2.1h of the Concession Agreement, we or all of us (in case of a Consortium) are jointly and severally liable and responsible for the performance of the Project up to the tenure of the Concession Agreement as follows:

Haldia Development Authority (HDA) Appendices to Concession Agreement

I. For the purpose of implementation of the project, we have promoted and incorporated [Name of the SPV] , a Company incorporated under the Companies Act, 2013 and having its registered office at [Address], a Joint Venture Company/Special Purpose Vehicle (“Concessionaire”) for this Project. You have at our request agreed to accept the said [Name of the SPV] to function as a Concessionaire, which has entered into the Concession Agreement.

II. We, in our capacity as shareholders, shall provide to the Concessionaire, the agreed financing as per the means of finance submitted along with our Bid, as well as technical and managerial support so that the obligations undertaken by the Concessionaire are discharged and performed in accordance with the terms of the Concession Agreement. We agree and undertake not to revoke this confirmation/undertaking at any time in accordance with the Concession Agreement.

III. This confirmation/undertaking of joint & several responsibilities is being issued to you pursuant to Clause 24 of the Letter comprising the bid in the RfP document and clause 2.1 (h) of the Concession Agreement.

IV. The respective signatories on behalf of each of us of this confirmation have full power and authority to execute this letter of confirmation and have taken all necessary action to authorise the execution, delivery and performance of our responsibility under this confirmation. This letter of confirmation constitutes our legal valid and binding obligations fully enforceable against us in accordance with the terms hereof.

V. Nothing in this letter of confirmation shall oblige us to do or perform or be responsible for any act or omission of the Concessionaire in respect of which performance is excused in terms of the said Concession Agreement.

We realise that water supply project in Haldia provides a vital input to several important industries and domestic consumers and, therefore, we shall as shareholders of the Concessionaire, put our best efforts to procure that the Concessionaire fulfils all the commitments made in the Concession Agreement in letter and spirit.

Each of us agrees and undertakes not to revoke this letter of confirmation at any time during the tenure of the Concession Agreement.

The capitalized terms used herein but not defined shall have the meaning ascribed to them in the Concession Agreement.

Yours faithfully,

For Name of Bidder (in case of Single Bidder) or Name of Each Member (in case of Consortium)

(Authorized Signatory of the Single Bidder or in case of Consortium Authorized Signatory of each)

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 5 LIST OF EXISTING CONSUMERS

5.1 LIST OF EXISTING DOMESTIC CONSUMERS

A list of existing domestic consumers is given below in tabular form.

Table 1: List of Existing Domestic Consumers

Contractual Sl No Customer Name Volume/month (KL/month) 1 STPI Building, Software Tech Parks of India 337

2 Near Mohanna Market Township 250

3 Akashdeep Dormitory 188

4 Housing construction Sub-Div 2,190

5 B.Chakraborty 83

6 Bharatiya Vidya Bhaban 36

7 CIPET Annexe Building 1,800

8 Chrinjibpur Police Station 2,331

9 KoPT/HDC (Cluster – 10,19,9&5) Haldia Township 68,190

10 KoPT/HDC(CPT Office Chiranjibpur) 7,500

11 CWC Complex Residence, Haldia 450

12 Dilip Kumar Samanta, Basudevpur 30

13 HFCL 21,000

14 Haldia Distribution (O&M) Sub-Div WBSEDCL 381.36

15 Haldia Distn (O&M) Sub Div WBSEDCL 410

16 Haldia Govt Sponsored Secondary School 272.4

17 OFC MTCE Haldia, BSNL Haldia, OFC/MW Stn 204

18 Haldia Sub-Divisional Hospital(Non-Resi) 4,050

19 Haldia Sub-Divisional Hospital(Residence) 6,129

20 Indian Oil Corporation Ltd 72,000

Haldia Development Authority (HDA) Appendices to Concession Agreement

Contractual Sl No Customer Name Volume/month (KL/month) 21 Indian Oil Petronas Ltd 60

22 Lions Club of Haldia Durgachak Haldia 300

23 MCC PTA India Corpn Ltd Residence 6,000

24 MCC PTA India Crpn Ltd Workers Colony 2,000

25 Meghnad Saha Institute of Technology 3,000

26 Priyambada Apartment Owners Association 160

27 Raja Rammohan Siksha Niketan 30

28 SBI/HPB 900

29 SE Rly, Panskura (Durgachak Town Station) 540

30 SP Purba Medinipur Tamluk 41

31 Sadanand Maity, Basudevpur 30

32 Uttam Bedding Shop 15

33 Kushadwaj Panda, Basudevpur 26

34 Smt Rekha Maity, Basudevpur 60

35 Swapan Ponda, Debbhog 30

36 Swati Housing Owners Association 2016

37 Telecom Staff Qtrs 300

38 Telephone Exchange, SDO 300

39 Telephone Exchange Basudevpur 240

40 WBSEB GTP Chiranjibpur 3,750

41 Chief Medical Officer Health 575

42 Haldia Riverside Estates Ltd (HREL) 9,990

43 Haldia Presbyterian Church Basudevpur 30

44 Millitary Engineer Services, B/R Haldia 1,200

45 Santidham Ashram -

46 Kannya Milan Girls High School 90

Haldia Development Authority (HDA) Appendices to Concession Agreement

Contractual Sl No Customer Name Volume/month (KL/month) 47 SE Rly, Panskura (Durgachak Station Alichak) 1,230

48 Classic Enterprise 1,800

49 HDA Connections (16 Connections) -

50 PHE Bungalow, Basudevpur SGS 120

51 Life Insurance Corporation of India 1,550

52 MCCPTA Colony 67

53 Rumi Bibi 56

54 Land Mark Cultural Society Ltd. 300

55 Vivekananda Mission Ashram Rampur 100

56 IOCL Co-operative Credit Society Plot no. 5,6,7 & 8 1200

57 IOCL Co-operative Credit Society Plot no. 9 300

58 IOCL Co-operative Credit Society Plot no. 1 135

59 IOCL Co-operative Credit Society Plot no. 10 300

60 Coast Guard 1500

61 Coast Guard, Residential area 4920

62 Coast Guard, Vikram Enclave 5000

Total, in Kilolitre per month 2,38,092.76

Total, in Million Gallon per day ( MGD) 1.75

Source: HDA

Haldia Development Authority (HDA) Appendices to Concession Agreement

5.2 LIST OF EXISTING MUNICIPAL CONSUMERS

A list of existing Municipal consumers is tabulated below:

Table 2: List of Existing Municipal Consumers Contractual Sl Customer Name Volume/month No (KL/month) 1 HM (Sutahata-Amlat) 65,700

2 HM (Bisnabchak W/S) 29,400

3 HM (New Rehab Col at Durgachak) -

4 Haldia Municipality (ADM Building) 1,960

5 Sudipta Sahoo (HFC) 68

6 Subhash Chandra Ghosh 60

7 Srijib Kumar Nayak 240

8 Arup Kumar Dey 30

9 SMT Chhabi Chatterjee 20

10 Mahadeb Chandra Samanta 30

11 Biswanath Nandi 60

12 (Rehabilitation Colony) opposite Hotel Millenium 7

13 Basudevpur Scheme Zone_1(4013) 1,13,400

14 Chaktraun 26,700

15 Hindustan Market -

16 Brajanathchak Colony 3,900

17 Khudiramnagar 64,800

18 Beside Utsav Bhaban -

19 Gandhari Nagar Colony 24,300

20 Uttar Durgachak-II near Durgachak Super Market 22,800

21 Birangana Colony -

Haldia Development Authority (HDA) Appendices to Concession Agreement

Contractual Sl Customer Name Volume/month No (KL/month) 22 Bagam Rakea Girl’s School -

23 Azad Hind Nagar 33,600 Hatiberia Satish Samanta Park 24 Satish Samanta Park -

25 Uttarchak-II near Durgachak Super Market 83,400

26 Baishnabchak, Debhog 24,900

27 Padampukur, Hatiberia -

Total, in Kilolitre per month 4,95,375

Total, in Million Gallon per day ( MGD) 3.64

Source: HDA 5.3 LIST OF EXISTING COMMERCIAL CONSUMERS

Table 3: List of Existing Commercial Consumers Contractual Sl No Customer Name Volume/month (KL/month) 1 Rose Vally 450 2 Bargabhima Timer Mare 12 3 Benfish Durgachak 90 4 Central Ware house Corporation 120 5 Chakroborty Hotel Basudevpur 60 6 Contai Co-Operative Bank 90 7 KoPT/HDC (Durgachak Camp Office) 3,750 8 Dr. S Naskar (Nursing Home) 60 9 Adarsha Hotel & Restaurant 60 10 Ganga Tourist Lodge 300 11 Haldia Distn (O&M) Sub-Divn, Wbsedcl 48 12 (Mohona Market - Township), Haldia Municipality 250

Haldia Development Authority (HDA) Appendices to Concession Agreement

Contractual Sl No Customer Name Volume/month (KL/month) 13 Uttar Durgachalk(New Market), Haldia Municipality 1,000 14 LICI, Haldia 240 15 M/S Gangadhar Bera, Manjushree Morh 600 16 Wb State Fisherman’s Co-Op. Federation Ltd 30 17 Nirapada Nayek, Hotel –Cum-Restaurant 60 18 Port Land Hotel 120 19 R.D.B Construction (Construction Phase) 60 20 Ramkrishna Hindu Hotel, Finger Jetty 60 21 Subhas Chandra Mondal, Hotel Cum Restaurant 30 22 Tamluk Ghatal Co-Operative 30 23 W.B Small Scale Industries Ltd 3,150 24 West Bengal State Warehousing Corp - 25 Park Hotel & Restaurant Debhog; City Center 90 26 Roy Construction, Khanjanchak, Haldia 30 27 Haldia Lions Trust, Basudevpur, Near Govt.sch 225 28 Haldia logistic Pvt. Ltd. (Boys Hostel) 300 29 Ambuja Realty 1500 30 Global Education Society 450 31 Hiralal Maity 103 32 Haldia Bhoj Hotel 146 33 Burger King Fast Foods Center 30 34 Ganga Developers 10 35 Benia Commercial Pvt. Ltd. 120 36 Sitala Sweets 60 37 SAS Nirman Pvt. Ltd. ( Plot C) 600 38 CESC Properties Ltd. 3,000 39 Remendra Sundar Maity 150 Total, in Kilolitre per month 17,484 Total, in Million Gallon per day ( MGD) 0.13 Source: HDA

Haldia Development Authority (HDA) Appendices to Concession Agreement

5.4 LIST OF EXISTING INDUSTRIAL CONSUMERS A list of existing industrial consumers is given below: Table 4: List of Existing Industrial Consumers Contractual Sl No Customer Name Volume/month (KL/month) 1 BPCL (Site-1) 600 2 BPCL (Site-2) 60 3 Electro Steel Casting Ltd 48,000 4 Adani Wilmer Ltd 3,000 5 KoPT/HDC 75,000 6 Exide Industries Ltd 18,000 7 Greenways Shipping Industries Pvt Ltd 1,500 8 Haldia Bar & Restaurant/ M/s. Millennium Inn 60 9 Haldia Friends Electronics Pvt Ltd. 681 10 Haldia Petrochemical Ltd (Phase - III) 953,400 11 Tata Chemicals 27,000 12 Hindustan Lever Ltd 2,250 13 HPCL 800 14 IOC Petronas Ltd 4,500 15 IOCL Haldia Refinery 540,000 16 Petrocarbons & Chemicals Pvt Ltd 6,000 17 Mercus Oil & Chemicals Ltd 5,100 18 Material Chemicals and Performance Intermediaries Private Ltd. 1,269,000 (MCPI) 19 RDB Rasayans Ltd 150 20 Manaksia Ltd 7500 21 Himadri Coke & Petro Ltd 60 22 United Phosphorus Ltd 6,000 23 IVL Dhunseri Petrochem Industries Ltd. 6,000 24 SAIL 60 25 Tata Power 432,000

Haldia Development Authority (HDA) Appendices to Concession Agreement

Contractual Sl No Customer Name Volume/month (KL/month) 26 TISCO Ltd 180 27 Ralson Petrochemicals Ltd 10 28 Reliance Industries Ltd 150 29 Sanjana Cryogenic Storage Ltd 900 30 SE Rly Panskura (Sick Line) 1,632 31 M/S Ruchi Soya Industries Ltd 15,000 32 Shree Renuka Sugar Ltd 1,500 33 KS Oil LTD 30 34 Haldia Nirman Projects Ltd 300 35 West Bengal Waste Management Ltd 2,100 36 Exide Industries Ltd-2 (traction factory) 12,000 37 Emami Agrotech Pvt Ltd 9000 38 Indicative Consultants 150 39 Ennore Power & Coke Pvt Ltd 2,000 40 Shamon Ispat Ltd 2,700 41 Lal Baba Seamless Tubes P Ltd 1650 42 MSTC Ltd 180 43 Gokul Refoils & Solvent Ltd 6,000 44 WBSE Tr Cntrl Room & Qtr Complex 300 45 Progressive Packing & Printing Unit 60 46 Modern India Concast Ltd 6,000 47 RH Projects 150 48 Rohit Ferro 5,250 49 IPCL Haldia 3,000

50 Haldia Barauni Pipe Line 4,500 51 Ruchi 2nd Connection 6,000 52 Hindustan Colas Ltd. 1,200 53 Aegis Logistic Ltd. 300 54 JVL Oil Refinery 12,000

Haldia Development Authority (HDA) Appendices to Concession Agreement

Contractual Sl No Customer Name Volume/month (KL/month) 55 Industrial Services 150 56 East India Packaging Pvt. Ltd. 750 57 Ralson Petrochemicals Ltd. 22,500 58 IMC Ltd. 300 59 Aegis Logistics 1,500 60 BPCL, HPL Link Road 6,000 61 Bridge & Roof Company 1,500 Total, in Kilolitre per month 3533663 Total, in Million Gallon per day 25.94

Source: HDA

5.5 HDA’S CONNECTION (AS PER AGREEMENT)

Table 5: List of HDA’s Connection

Contractual Volume/month Sl No Customer Name (KL/month)

1 44 Flats 1,500

2 40 Flats Complex 2,800

3 72 Flats Complex (New) 2,500

4 Basudevpur Head Works site PHE 500

5 Priyambada H.E 4,500

6 Durgachak H.E 7,000

7 Sub Divisional Head Quarter at Basudebpur 500

Source: HDA

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 6 EXISTING WATER TREATMENT FACILITIES

The technical details of water intake and treatment are indicated below. However the facilities plants are machineries shall be handed over on “as it where is basis”.

I) Description of Water Treatment Facility- Old

A. Water Treatment Facility - details (including allied systems)

FACILITY DETAILS Land 238.15 Acres Intake Jetty For supporting four (4) nos. 1000 mm dia. MS suction mains and chloride monitoring unit. Raw Water Pump House Plinth area 170 Sq. mtrs for housing four (4) Nos raw water pumping machinery Raw Water Pumps Four (4) Nos. split-casting centrifugal pumps of capacity 4500 Cu mtr/ Hour each against a total head of 12 mwc. The motor rating is 200 KW. Raw Water Mains Two (2) Nos. 1100 mm dia MS pipeline, 470 mtrs each for supplying raw water to intake channels. Intake Channels Three (2) Nos. intake channel each of 400 mtrs long, 30 mtrs wide and 4 mtrs deep, capacity of each channel is 10 million gallons Pre settling Tank One (1) No. 600 mtrs x 500 mtrs x 3 mtrs size with 200 million gallons capacity Settled Water sump One (1) No. RCC underground sump of 16.25 mtrs x 4 mtrs x 6.5 mtrs size Settled Water Pump Floor area 275 sq. mtrs for housing four (4) nos. settled water House pumping machinery

Settled Water pumps Four (4) nos split casing centrifugal pumps of capacity 1800 Cu Mtrs/ hour each against a total head of 15.2 mwc. Motor rating is 110 Mw Chemical house for Alum storage space for two (2) months consumption. Six (6) nos.

Haldia Development Authority (HDA) Appendices to Concession Agreement alum and chlorine alum solution tanks. Alum dosing by gravity rate settling dosing mechanism. Space for storing chlorine cylinders with lifting tackles, four (4) nos. gaseous chlorinators. Flash mixers, inlet, wells Two (2) nos. inlet wells for receiving settled water and ventury fumes Two (2) nos. flash mixers each of 4.90 sq. mtrs x 5.80 mtr deep with 1 minute detention Tow (2) nos. ventury flumes with dial type flow recorders Clarifloculators Two (2) nos. each, 48.5 mtr dia with side water depth=??, 900 mm dial RCC Hume pipe inlet, 350 mm dia sludge pipe. Detention time : 3 hours. Weigh bridge One (1) no 30 MT capacity Weigh Bridge for weighing materials such as alum, chlorine etc. Elevated reservoir for One (1) RCC elevated reservoir of 682 Cu mtrs capacity with backwashing of filter staging beds and town supply height 15.25 meters Filter house Twelve (12) nos twin unit filter beds including two (2) nos as stand-by size of each filter bed is 84.80 sq. mtrs having 650 mm thick sand over 450 mm thick gravels, having air scour system, backwash system and control devices. Clear water reservoir One (1) RCC underground reservoir capacity 23 lakhs litres approximately 35 mins storage Clear water pump house Floor area 323.32 Sq. mtrs for housing 5 nos clear water pumps and 3 nos backwash pumps Clear water pumping Four (4) nos. split casing centrifugal pumps each capable of machinery pumping 1850 Cu mtrs per hour against a total head of 36 mtrs for supplying treated water to Chaitanyapur reservoir. Motor rating is 260 KW. Backwash pumping Three (3) nos. centrifugal pumps capacity of each pump 150 Cu machinery mtr/ hour against a head of 30 mtrs coupled with three (3) nos. kirloskar motors, motor rating is 18.5 KW. Sludge sump and sludge One (1) underground RCC sludge sump of 250,000 ltrs capacity pump house One (1) sludge pump house over the sludge pump of floor area 200 sq. mtrs for housing two (2) nos sludge pumps.

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sludge pumps Two (2) nos split casing pumps with open impeller. Sludge pump each capable of pumping 400 Cu mtrs of sludge water per hour against a total head of 15 m. motor rating is 30 KW. Sludge ponds Two (2) nos. each of size 37 mtrs x 33 mtrs x 3 mtrs deep for collecting sludge water from Clarifloculators and filter house. Laboratory and annexe One (1) laboratory for testing physical, chemical and building bacteriological quality of treated water and raw water Two (2) nos. air compressors and two (2) nos blowers for operation of pneumatically controlled valves and for air scour arrangements, installed in the ground floor of annexe buildings Electrical sub-station Two (2) nos of feeders Contract demand: 2200 KVA Three (3) nos. outdoor type 1250 KVA transformer (2 working and 1 stand-by) Make: Kirloskar: 50 hz, 33/0.433 KV rating Chlorinator System 4 nos. Chlorinator ,2 for pre and 2 for post chlorination Scrubber System 1 nos. scrubber

B. Water transmission and Storage Raw water after treatment at Geonkhali, is pumped to the Chaitanyapur booster pumping station, of approx. 9 Kms, by means of clear water pumps, through rising mains of about 1100 mm dia. and 700 mm dia.

At Chaitanyapur an underground storage tank of capacity 23 lakh litres. There are two nos of pump house one is dedicated for HPL and other supplies to Basudevpur booster pumping station.

From the Clear Water Reservoir at Chaitanyapur, water is transferred by means of :

 200 mm diameter rising main exclusively for distribution Sutahata area  1100 mm diameter pipeline for distribution to various industrial and domestic areas of Haldia with intermediate location of Basudevpur Booster pumping station.  500 mm dedicated pipeline for water supply to Haldia Petro Chemicals Ltd.

Haldia Development Authority (HDA) Appendices to Concession Agreement

 Pipe supporting structures (MS) at different location where pipe crosses natural drainage

Along with Chaitanyapur- Mahisadal road Chaitanyapur, there are 15 Nos of borewells as mentioned below:

The detail of the system at Chaitanyapur is Pump Station is indicated below:

CWR Capacity Pumps 6 Nos. 2 Nos. running at a time 1000 m3 /Hr, Head = 27 metres 1 No. pump for Sutahata Amlat Water Supply Scheme 4 Nos 500 M3/hr dedicated for HPL

The details of the system at Basudevpur are indicated below:

CWR at Basudevpur Capacity : 225 lakh litres Primary Grid 5 Nos. 285 M3/Hr, Head =33 metres (industrial as well as Township Supply) Secondary Grid 5 Nos. 285 m3/Hr, Head=33 metres B.H.T. Pumps for Mitsubishi 2 Nos. 850 m3/Hr, Head=35 metres 3 Nos 1300 M3/hr pumps

CWR at Hatiberia Capacity : 18.18 lakh litres Set 1 2nos. 430m3/ hr , Head =21MWC,37 KW motor Set 1 2nos. 430m3/ hr , Head =35MWC, 90 KW motor

Haldia Development Authority (HDA) Appendices to Concession Agreement

II) Description of Water Treatment Facility- New

A. Intake System 1. Raw water intake pipe jetty on the Hooghly River at Geonkhali, Haldia including connecting approach-bridge from the riverbank for supporting the intake pipes. 2. Raw water intake pipes 3. Raw water pump house 4. Raw water suction mains 5. Structures for crossing of drains, roads, along the suction line route. 6. Raw Water Pipe line including crossing of road. 7. Electrical sub-station building switch yard. 8. Boundary wall with gate and guardroom, internal road, drain, sewer etc. in intake complex. 9. All electrical, instrumentation and mechanical works for pump house, sub-station, switch yard, jetty etc., including pump, motor, transformer, illumination etc., complete for intake system.

B. Raw water conveyance System:

Raw water pipeline for transportation of water from intake to the treatment plant at Geonkhali.

C. Water Treatment Plant (WTP) of 113.5 MLD.

1. Pre-setting tank with inlet and by-pass arrangement. 2. Settled water pump house, 3. Flash Mixer cum Flocculator cum 4. Inclined plate Clarifier. , 5. DAF – with Filtration arrangement (Revoplus), 6. Chlorination system, Balancing Tank/ clear water reservoir, 7. Clear water pump house, 8. Sludge handing system comprising of Sludge holding Tank. 9. Sludge Thickener 10. Centrifuge building; 11. Sub-station building;

Haldia Development Authority (HDA) Appendices to Concession Agreement

12. Administrative building with provision of conference room, laboratory, Chemical Control room etc. 13. Internal roads, sewerage, drainage system within treatment plant complex with culverts etc. including necessary land development works within the water treatment plant compound. 14. Boundary wall with gates, guard room etc. 15. All electrical and mechanical works for the treatment plant complex including pump, motor, transformer, sub-station switchyard, compound illumination, internal wiring, external cable laying, permanent electrification works, etc. all complete. 16. Instrumentation comprising of Sensors, PLC etc. for controlling the operation maintenance of the water treatment plant.

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 7 BID FORMAT

Dated: <*****> To CEO Haldia Development Authority Satish Samanta Bhawan City Centre, P.O Debhog Haldia-721657 District: Purba Medinipur

Sub: Financial Bid for Operation and Maintenance, Upgradation and Management of Water Supply Project of Haldia

Dear Sir,

With reference to your RFP document (vide RFP No. 01/ HDA/ EC(Mech) of 2017-18 dated 14.12.2017) , I/we, having examined the Bidding Documents and understood their contents, hereby submit my/our Bid for the aforesaid Project along with the letter. The Bid is unconditional and unqualified.

1. I/we agree to pay an upfront payment of Rs.25,00,00,000/-(Rupees Twenty Five Crores only) if selected for the project. I/we acknowledge that this is not a bidding parameter. I/We agree that the upfront fee is an initial fee which the concessionaire will pay to HDA. I/We also take cognizance of the fact that it is not an investment against any asset which is necessary to run the plant.

2. I/we agree to pay a fixed annual fee of Rs.25,00,00,000/- (Rupees Twenty Five Crores only) towards license fees irrespective of the revenue generated or the volume of the water sold, if selected for the project. I/We acknowledge that this is not a bidding parameter. 3. I/we agree to pay a Bid Security of Rs.2,00,00,000/- (Rupees Two Crores only) which will be refunded to all unsuccessful bidders, however, for successful bidder this will get converted into performance security. I /We acknowledge that this is not a bidding parameter.

Haldia Development Authority (HDA) Appendices to Concession Agreement

4. I/We hereby submit our Bid and offer a Premium in the form of ……… per cent (in words) of the pre-tax gross revenues of the Project as share of HDA. This is the sole bidding parameter based on which the project will be awarded to the highest bidder and in accordance with other criteria as specified in this RFP document.

In witness thereof, I/we submit this Bid under and in accordance with the terms of the RFP document. Yours faithfully,

Date: (Signature, name and designation of the Authorized signatory)

Place: Name and seal of Bidder/Lead Member

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 8 QUALIFICATION CRITERIA OF INDEPENDENT ENGINEER

The Independent Engineer, who will be either a consultancy firm having good experience in Water Supply and Sanitation Sector. Selection of the Independent Engineer shall be through a robust Bidding Process. The Terms of Reference (ToR) for selection shall be finalized jointly by the Concessionaire and the Authority. The Consulting Firm must have the following minimum qualification criteria: 1. It should be in the Water Supply and Public Health sector for at least for 15 years. 2. It should have experience of preparing DPR for at least one Water Supply Project of 112.5 MLD or more capacity. 3. It should have experience of preparing O&M Manual for a Water Supply System of 112.5 MLD or more 4. It should have experience in Operation and Maintenance and Management of WTP having capacity of 112.5 MLD or more for a minimum period of 5 yrs. 5. It should have done Project Management Consultancy for a Water Supply project of similar nature (PPP) and scale. An indicative Organization Structure for the proposed team of the Independent Engineer may be as follows:

Sl. Staff Nos. Minimum Professional Qualification Minimum Educational No. Position Qualification 1 Team Leader 1 Must have 20 years’ experience in Masters in Environmental /Project preparation of Water Supply Project Engineering. Manager DPR, in similar nature (PPP) project of capacity not Less than 25 MGD. Also he should have minimum 5 years’ experience in operation and maintenance of large Municipal Water treatment plant of capacity not less than 25 MGD. 2 Maintenance 1 Must have minimum 10 years in the Bachelor in Civil Engineering Engineer field of Operation and Maintenance of all (Civil) Civil Construction of Water Treatment plants 3 Maintenance 1 Must have minimum 10 years in the Bachelor in Mechanical

Haldia Development Authority (HDA) Appendices to Concession Agreement

Engineer field of Construction, Operation and Engineering (Mechanical Maintenance of all Mechanical items Engineering) associated with a Water Treatment plants 4. Electrical 1 Must have minimum 10 years’ Bachelor in Electrical Engineer experience in the field of Operation and Engineering Maintenance of all Electrical and Instrumentation items associated with a Water Treatment plant

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 9 PERFORMANCE STANDARDS OF THE O&M OF THE PROJECT FACILITIES

A. System efficiency /Customer service level enhancement Performance Standard Sr. Parameter Unit Value No. 2017 2019 2021 2023 2025 2027 to to to to to onwards 2018 2020 2022 2024 2026 1. Total Loss in the system % 15 14 13 12 11 10 2. Overall Energy consumption KwH/ per kilolitre of water MGD 15% improvement over previous cumulatively pumped at various year locations. 3. Emergency Stoppages a Maximum hours per stoppage Hours 3 2 1 1 1 1 (excluding Power Shut Down) b Maximum stoppages in a year No. 4 3 3 2 2 2 4. Response to break down in Distribution System (Repair Hours 4 3 2 2 2 2 work to begin). 5. Response to consumer complaints pertaining to : a Water quality, pipeline bursts or minor repairs to service Hours 18 12 12 12 12 12 connections and appurtenances b major repairs requiring Days 5 3 3 3 3 2 replacement of component.

Haldia Development Authority (HDA) Appendices to Concession Agreement

B. Water Quality Standards SN Parameter Acceptable limit Limit for Rejection (4) (1) (2) (3) 1. E Coli Count in 100 ml sample 0 0 2. Coliform Organism (per 100 ml) 0 0 3. Colour, (Hazen units, Max) 5 25 4. Odour Unobjectionable Unobjectionable 5. Taste Agreeable Agreeable 6. Turbidity (NTU, Max) 5 10 7. pH Value 6.5 to 8.5 No Relaxation 8. Total Hardness (as CaCo3) mg/lit., 300 600 Max 9. Iron (as Fe) mg/lit, Max 0.3 1.0 10. Chlorides (as CI) mg/lit, Max. 250 1000 11. Residual, free chlorine, mg/lit, Min 0.2 -- 12. Dissolved solids mg/lit, Max 500 2000 13. Calcium (as Ca) mg/lit, Max 75 200 14. Copper (as Cu) mg/lit, Max 0.05 1.5 15. Manganese (as Mn) mg/lit, Max 0.10 0.3 16. Sulfate (as SO4) mg/lit, Max 200 400 17. Nitrate (as NO3) mg/lit, Max 45 100 18. Fluoride (as F) mg/lit, Max 1.9 1.5 19. Phenolic Compounds (as C6 0.001 0.002 H5OH) mg/lit, Max. 20. Mercury (as Hg) mg/lit, Max 0.001 No relaxation 21. Cadmium (as Cd)mg/lit, Max 0.01 No relaxation 22. Selenium (as Se) mg/lit, Max 0.01 No relaxation 23. Arsenic (as As) mg/lit, Max 0.05 No relaxation 24. Cyanide (as CN) mg/lit, Max 0.05 No relaxation 25. Lead (as Pb) mg/lit, Max 0.05 No relaxation 26. Zinc (as Zn) mg/lit, Max 5 15 27. Anionic detergents (as MBAS) 0.2 1.0 mg/lit, Max

Haldia Development Authority (HDA) Appendices to Concession Agreement

28. Chromium (as Cr6+) mg/lit, Max 0.05 No relaxation 29. Polynuclear aromatic hydro carbons -- -- (as PAH)g/lit, Max 30. Mineral Oil mg/lit, Max 0.01 0.03 a Pesticides mg/1, Max Absent 0.001 b Radioactive Materials 31. i. Alpha emitters Bq/I, Max -- 0.1 32. ii. Beta emitters pci/I, Max -- 1.0 33. Alkalinity mg/lit. Max 200 600 34. Aluminium (as AI) mg/I, Max 0.03 0.2 35. Boron mg/lit, Max 1 5 36. Mercury (mg/I) 0.001 0.001 37. Fluorides (mg/I) 1.0 1.5

Note: - Extracted from CPHEEO Manual on Water Supply and Treatment

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 10 PHASING OF INVESTMENT

PHASING OF CIVIL REPAIR WORKS: Sl No Name of Work Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

1 Repair of Three Raw Water Receiver, 6 Nos Sample Collecting Platform, Settle Water inlet well and Settle Water Channel including desiltation work at Geonkhali.

2 Changing the coarce sand at 16 nos. filter bed, approx quantity to be supplied = 900 cu. M. Gravels quantity = 650 cu.m.

3 Repair and renovation works of 5 nos. toilet at Geonkhali

4 Repairing works of pipeline near IOCL's motel

5 Repairing works at new 25 MGD WTP including shed repairing works over DAF building, repair works at CWR, construction of security room, etc.

6 Repair and Renovation of Raw Water Intake Jetty for WTP(Ph-I) at Geonkhali

7 Construction of FOR R.C.C. Retaining Wall for protection of Jetty.

8 Repairing Works of 30 Nos Existing Pipe Supporting Bridge.

Haldia Development Authority (HDA) Appendices to Concession Agreement

PHASING OF ELECTRO-MECHANICAL WORKS TO BE UNDERTAKEN:

Sl No Location Description of Work Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

Supply & Installation of online TDS Meter at Raw Water 1 Pump House

2 Raw Water Pump Replacement of NRV with PDV 3 House Repair of Vacuum Pumps

Replacement of Sluice Valves of 1100 mm dia at Raw water 4 main

Supply & Installation of Higher Capacity Pump and Motor Raw Water Pump 5 at RWPS Ph-I to combat with salinity (Stainless Impeller House -Ph-I and Squirell Cage motor)

Supply & Installation of Spectrophometer, Model:Spectroquant, Make:Merck, Germany with 6 Serological water bath-13 Ltr., Jar Test Apparatus, Analystical Balance,Induction Heater, Computer(HP) & Laboratory at Scanner (HP) Geonkhali Supply & Installation of measuring kit with meter, electrode arm, USB cables etc. for measurement of 7 pH/conductivity/TDS/Resistivity/Salinity, Make- Thermo(Brand:Fisher Scientific Accumet)

8 Repair of Sluice Gate at Inlet Channel Inlet Channel & Supply & Installation of Ultrasonic Level Indicator at each 9 Pre-Settling Tank Channel and Settling Tank

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

10 Replacement of NRV with PDV Settle Water Pump House

11 Providing Electro-Magnetic Flow Meter for Raw Water.

12 Providing Ultrasonic Flow meter with totaliser Flush Mixer & Purshall Flume 13 Replacement of Flush Mixer including gear and paddle.

14 Replacement of Floculator including puddle

15 Repair of De-Sludging Valves Clarifier 16 Replacement of De-Sludging Valves

17 Replacement and Re-Alignment of Rail

Replacement of Control Desk including provision of ROF 18 and LOH meter

19 Repair of Pneumatic Cylinders Filter House 20 Replacement of Pneumatic Cylinders

21 Repair of Valves

22 Supply & Installation of 450 mm Dia Butterfly Vales with

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

Actuator and 450 mm Dia S/V

Improvement of Chemical Dosing Pipeline including 23 Chlorine Dosing Pipeline

24 Repair of Alum Agitator

25 Chemical House Replacement of Alum Agitator

26 Level Indicator for alum tank

Repair of Chemical Handling Equipment like Chain Pulley, 27 EOT etc

Supply & Installation of 700 mm Dia Butterfly Valves with 28 Clear Water Pump Actuator House Supply & Installation of 1100 mm Dia Butterfly Valves with 29 Actuator

30 Sludge Pump House Replacement of Sludge Pumps

Repair of Existing Level Indicator and Providing Ultra sonic 31 Level Indicator for Main UGR Chaitanyapur Repair of Existing Level Indicator and Providing Ultra sonic 32 Booster Pumping Station Level Indicator for HPL UGR

Supply & Installation of 1100 dia actuator controlled 33 Butterfly Valve

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

Supply & Installation of 500 dia actuator controlled 34 Butterfly Valve at HPL line

Repair of Existing Level Indicator and Providing Ultra sonic 35 Level Indicator for UGRs

36 Repairing of Valves Basudevpur Booster Pumping Station 37 Replacement of NRV with PDV

Supply & Installation of 1100 dia actuator controlled 38 Butterfly Valve

Repair of Existing Level Indicator and Providing Ultra sonic 39 Level Indicator for UGR

40 Hatiberia Booster Repairing of Valves 41 Pumping Station Procurement of Rotating Assembly

Supply & Installation of 600 dia actuator controlled 42 Butterfly Valve

At Different 43 Repairing of Electrical Accessories Installation

Supply & Installation of 1100 dia BF valve for Isolation of 44 pipeline including Valve Chamber Pipeline Supply & Installation of 700 dia BF valve for Isolation of 45 pipeline including Valve Chamber

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

Supply & Installation of 500 dia BF valve for Isolation of 46 pipeline including Valve Chamber

47 Repairing of Valves over PG & SG.

48 Repairing and replacement of Air Valves

Strap Type Ultrasonic Flow meter for potable use of flow 49 measurement

1100 mm dia full bore Electro Magnetic Flowmeter for 50 Geonkhali To Chaitanyapur, Chaitanyapur to Basudevpur and at Basudevpur Delivery line

700 mm dia full bore Electro Magnetic Flowmeter for 51 Geonkhali To Chaitanyapur.

500 mm dia full bore Electro Magnetic Flowmeter for 52 dedicated line of HPL at Chaitanyapur.

500 mm dia full bore Electro Magnetic Flowmeter for Series 53 of tubewell at Chaitanyapur and at MCCPTA dedicated Line, Delivery Line of Hatiberia Pump House

750 mm dia full bore Electro Magnetic Flowmeter for 54 Secondary Grid outlet at Basudevpur.

Different location 55 Supply & Installation of Fire hydrant of Haldia.

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work Yr 1 Yr 2 Yr 3 Yr 4 Yr 5

Supply & Installation Vacuum Pump in newly constructed 56 Raw Water Pump House Raw Water Pump House Ph-II Supply & Installation of Higher Capacity Pump and Motor 57 at RWPS Ph-II to combat with salinity. (Stainless Impeller and Squirrel cage motor)

58 Leak Detector

59 Pipe Locator Central Office 60 Valve Locator

61 GIS software

Replacement of old and non-functional water meters within consumer premises and installation of online water consumption monitoring system only withing premise of 62 Consumer Location majors consumer such as HPL, MCCPTA, IOCL, TATA POWER and 30 nos water meters (meter size varies from 20 mm to 150 mm dia) installed at Municipality

LEGEND

Highly Critical; Needs to be repaired in Year 1 Criticality is less compared to the previous category; Needs to be repaired in Year 2 Needs to be repaired in Year 3 Needs to be repaired in Year 4

Haldia Development Authority (HDA) Appendices to Concession Agreement

Needs to be repaired in Year 5

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 11 WATER TARIFF NOTIFICATION

[On the letterhead of Haldia Development Authority] Memo No: xxxxxxx Dated: xxxxxxx From: Chief Executive Officer Haldia Development Authority (HDA), Satish Samanta Bhawan, City Centre, Debhog, Haldia – 721 657.

To: As per List

Sir, This is to inform you that the Board of Haldia Development Authority in its [xx] meeting held on [date] has resolved to increase the water charges w.e.f. [date] and accordingly the monthly water charges shall be charged from [date] in the following manner.

Sl. Category of Consumer Existing Rate (Rs. Revised Rate No. per kl) (Rs. per kl) 1. Industrial 2. Commercial 3. Municipal 4. Domestic

You are requested to pay the water bills at the revised rate as indicated above. Thanking You, Yours Faithfully,

Chief Executive Officer Haldia Development Authority (HDA)

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 12 CHECK LIST

1. Compliances to engineering drawings 2. Super/Sub structural conditions 3. Dimensions and levels 4. Mechanical and electrical specifications 5. Process specifications 6. Health and safety equipments 7. Access, walkway, platform, handrail 8. Spare parts 9. Pipe works, joints and valves 10. Housekeeping 11. Functioning of Instrumentation and SCADA system 12. Functioning of laboratory facilities 13. Water quality analysis

Note: The tests listed above are indicative. The concessionaire shall carry out all the tests required as necessary to operate and maintain the water supply system adhering to environmental safety policies as prescribed from time to time and ensuring the water quality to consumers.

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 13 SCOPE OF WORKS OR SERVICES

A. Operation , Maintenance and Repair of the Water Treatment Facilities Intake System (50 MGD Capacity from river and 2 MGD from tube wells) i. Raw Water Intake Pipe Jetty on the Hooghly River at Geonkhali, Haldia including connecting approach bridge from the river bank ii. Raw Water Pump House iii. Raw Water Suction Mains iv. Electrical Sub-station Building including Switch Yard v. Boundary Wall with gate and guardroom, internal road, drain, sewerage in intake complex vi. All electrical and mechanical works for Pump House, Sub-Station, Switch Yard, Jetty etc including Pump, Motor, Transformer, Illumination etc complete for intake system and WTP in general. Raw Water Conveyance System i. Raw Water rising main ii. Inlet Channel and Pre -Settling Pond iii. 3 nos. of inlet channel and 1 no. of Pre- settling pond along with inlet an outlet arrangement, bypass arrangement etc. Water Treatment Plants i. Settled water sump and pump house, ii. water treatment plant iii. Internal Roads, Sewerage, drainage system treatment plants complex with culverts etc. including necessary land development works within the Water Treatment Plant compound. iv. Existing boundary wall with gates, guard room etc. v. All electrical and mechanical works associated with all Booster Pumping Stations and treatment plant complex including the pump, motor, transformer, sub-station switchyard, compound illumination, internal wiring, external cable laying, permanent electrification works, etc. all complete. vi. SCADA (Supervisory control and data acquisition) /Instrumentation and controlling devices for operation of water treatment plant from the instrumentation room. vii. Operation and Maintenance of Tube wells, pump houses.

Haldia Development Authority (HDA) Appendices to Concession Agreement

viii. Establishment and Maintenance of modern Water Treatment Plant Laboratory, including procurement of chemicals and testing of water. ix. Repair and Maintenance of existing Raw and Clear Water Rising Main, Distribution system and appurtenances (Up to Water Meter), pipe supporting structures etc.

B. Other Services i. Repairs and maintenance of the Existing Facilities. ii. Provision and Management of the services in the service area for the existing facilities and overall distribution system in accordance with and subject to the terms of RFP throughout the contract period of 20 years. iii. Extraction of raw water form identified sources and supply of adequate and quality potable water to the customers as per their contractual demand. iv. Operation and Maintenance (including repairs) of the services in the Service Area using Prudent Utility Practices and expertise, know-how, and technologies and in conformity with applicable rules. v. Management of contracts with customers for supply of water, carrying out of billing and collection of payments from customers. vi. Conduct disposal processes of Treatment Plant Sludge including solid waste sludge strictly in line with the applicable rules and regulations vii. Maintenance of quality and providing regular feedback viii. Compliance with the environment rules as prescribed from time to time

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 14 DETAILS OF EXISTING WORKERS*

(* To be provided by HDA)

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 15 MINIMUM WATER TARIFF

Minimum Water Tariff (in Rs. Per Kl) Concession Year Industrial Commercial Domestic Municipal

Year 1 16.20 12.60 6.10 3.70 Year 2 16.85 13.10 6.28 3.81 Year 3 17.52 13.63 6.47 3.93 Year 4 18.22 14.17 6.67 4.04 Year 5 18.95 14.74 6.87 4.16 Year 6 19.71 15.33 7.07 4.29 Year 7 20.50 15.94 7.28 4.42 Year 8 21.32 16.58 7.50 4.55 Year 9 22.17 17.24 7.73 4.69 Year 10 23.06 17.93 7.96 4.83 Year 11 23.98 18.65 8.20 4.97 Year 12 24.94 19.40 8.44 5.12 Year 13 25.94 20.17 8.70 5.28 Year 14 26.97 20.98 8.96 5.43 Year 15 28.05 21.82 9.23 5.60 Year 16 29.18 22.69 9.50 5.76 Year 17 30.34 23.60 9.79 5.94 Year 18 31.56 24.54 10.08 6.12 Year 19 32.82 25.53 10.38 6.30 Year 20 34.13 26.55 10.70 6.49

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 16 TENTATIVE LIST OF WORKS

A) Tentative List of Civil Works to be undertaken during first 5 years Sl No Name of Work Repair of Three Raw Water Receiver, 6 Nos Sample Collecting Platform, Settle Water 1 inlet well and Settle Water Channel including desiltation work at Geonkhali. Changing the coarse sand at 16 nos. filter bed, approx quantity to be supplied = 900 cu. 2 M. Gravels quantity = 650 cu.m. 3 Repair and renovation works of 5 nos. toilet at Geonkhali 4 Repairing works of pipeline near IOCL's motel Repairing works at new 25 MGD WTP including shed repairing works over DAF 5 building, repair works at CWR, construction of security room, etc. 6 Repair and Renovation of Raw Water Intake Jetty for WTP(Ph-I) at Geonkhali 7 Construction of FOR R.C.C. Retaining Wall for protection of Jetty. 8 Repairing Works of 30 Nos Existing Pipe Supporting Bridge.

B) Tentative List of Electro-mechanical works to be undertaken by the bidder during 1st five year

Sl No Location Description of Work

Supply & Installation of online TDS Meter at Raw Water 1 Pump House

2 Replacement of NRV with PDV Raw Water Pump House 3 Repair of Vacuum Pumps

Replacement of Sluice Valves of 1100 mm dia at Raw water 4 main

Supply & Installation of Higher Capacity Pump and Motor at Raw Water Pump 5 RWPS Ph-I to combat with salinity (Stainless Impeller and House -Ph-I Squirrel Cage motor)

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work

Supply & Installation of Spectrophometer, Model: Spectroquant, Make:Merck, Germany with Serological water 6 bath-13 Ltr., Jar Test Apparatus, Analytical Balance, Induction Heater, Computer(HP) & Scanner (HP) Laboratory at Geonkhali Supply & Installation of measuring kit with meter, electrode arm, USB cables etc. for measurement of 7 pH/conductivity/TDS/Resistivity/Salinity, Make-Thermo (Brand: Fisher Scientific Accumet)

8 Repair of Sluice Gate at Inlet Channel Inlet Channel & Pre- Settling Tank Supply & Installation of Ultrasonic Level Indicator at each 9 Channel and Settling Tank

10 Replacement of NRV with PDV Settle Water Pump House 11 Providing Electro-Magnetic Flow Meter for Raw Water.

12 Providing Ultrasonic Flow meter with totaliser Flush Mixer & Purshall Flume 13 Replacement of Flush Mixer including gear and paddle.

14 Replacement of Floculator including puddle

15 Repair of De-Sludging Valves Clarifier 16 Replacement of De-Sludging Valves

17 Replacement and Re-Alignment of Rail

Replacement of Control Desk including provision of ROF and 18 LOH meter Filter House

19 Repair of Pneumatic Cylinders

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work

20 Replacement of Pneumatic Cylinders

21 Repair of Valves

Supply & Installation of 450 mm Dia Butterfly Vales with 22 Actuator and 450 mm Dia S/V

Improvement of Chemical Dosing Pipeline including Chlorine 23 Dosing Pipeline

24 Repair of Alum Agitator

25 Chemical House Replacement of Alum Agitator

26 Level Indicator for alum tank

Repair of Chemical Handling Equipment like Chain Pulley, 27 EOT etc

Supply & Installation of 700 mm Dia Butterfly Valves with 28 Actuator Clear Water Pump House Supply & Installation of 1100 mm Dia Butterfly Valves with 29 Actuator

30 Sludge Pump House Replacement of Sludge Pumps

Repair of Existing Level Indicator and Providing Ultra sonic 31 Level Indicator for Main UGR

Chaitanyapur Booster Repair of Existing Level Indicator and Providing Ultra sonic 32 Pumping Station Level Indicator for HPL UGR

Supply & Installation of 1100 dia actuator controlled Butterfly 33 Valve

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work

Supply & Installation of 500 dia actuator controlled Butterfly 34 Valve at HPL line

Repair of Existing Level Indicator and Providing Ultra sonic 35 Level Indicator for UGRs

36 Repairing of Valves Basudevpur Booster Pumping Station 37 Replacement of NRV with PDV

Supply & Installation of 1100 dia actuator controlled Butterfly 38 Valve

Repair of Existing Level Indicator and Providing Ultra sonic 39 Level Indicator for UGR

40 Repairing of Valves Hatiberia Booster Pumping Station 41 Procurement of Rotating Assembly

Supply & Installation of 600 dia actuator controlled Butterfly 42 Valve

At Different 43 Repairing of Electrical Accessories1 Installation

Supply & Installation of 1100 dia BF valve for Isolation of 44 pipeline including Valve Chamber

Pipeline Supply & Installation of 700 dia BF valve for Isolation of 45 pipeline including Valve Chamber

46 Supply & Installation of 500 dia BF valve for Isolation of

1 Refer Serial C of this Appendix for the detailed break-up of repairing works with respect to electrical accessories.

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work

pipeline including Valve Chamber

47 Repairing of Valves over PG & SG.

48 Repairing and replacement of Air Valves

Strap Type Ultrasonic Flow meter for potable use of flow 49 measurement

1100 mm dia full bore Electro Magnetic Flowmeter for 50 Geonkhali To Chaitanyapur, Chaitanyapur to Basudevpur and at Basudevpur Delivery line

700 mm dia full bore Electro Magnetic Flowmeter for 51 Geonkhali To Chaitanyapur.

500 mm dia full bore Electro Magnetic Flowmeter for 52 dedicated line of HPL at Chaitanyapur.

500 mm dia full bore Electro Magnetic Flowmeter for Series 53 of tubewell at Chaitanyapur and at MCCPTA dedicated Line, Delivery Line of Hatiberia Pump House

750 mm dia full bore Electro Magnetic Flowmeter for 54 Secondary Grid outlet at Basudevpur.

Different location of 55 Supply & Installation of Fire hydrant Haldia.

Supply & Installation Vacuum Pump in newly constructed 56 Raw Water Pump House Raw Water Pump House Ph-II Supply & Installation of Higher Capacity Pump and Motor at 57 RWPS Ph-II to combat with salinity. (Stainless Impeller and Squirrel cage motor)

Haldia Development Authority (HDA) Appendices to Concession Agreement

Sl No Location Description of Work

58 Leak Detector

59 Pipe Locator Central Office 60 Valve Locator

61 GIS software

C) The detailed Break-up of repairing work of Electrical Accessories have been mentioned in the table below.

Sl. No. Description Of Work

Repairing of 6 nos. Motor at clear water pump house and settle water pump house at 1 Geonkhali old WTP.

2 Repairing of starter panel at Geonkhali old WTP.

3 Supply & Installation of Battery Bank at Chaitanyapur Pumping Station.

4 Repairing of capacitor Bank at Geonkhali old WTP.

5 Supply & Installation of capacitor Bank at Chaitanyapur Pumping Station.

6 Supply & Installation of capacitor Bank at Basudevpur Pumping Station.

7 Miscellaneous work (street lighting work, laying of cable, panel repairing etc.)

8 Panel repairing at Basudevpur Pumping Station (For ADM office, SGS etc). Dismantling of existing and Supply, installation, testing and commissioning of new 9 shunt trip, 12KV, 350MVA,1250/800A, 4Panel (IN 1+OG 3)

Haldia Development Authority (HDA) Appendices to Concession Agreement

Dismantling & removal of existing rest part of “L & MV PANEL” and manufacturing, 10 supply, installation, testing and commissioning of the L & MV panel.

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 17 SUBSTITUTION AGREEMENT

THIS SUBSTITUTION AGREEMENT is made at ………. on this the……………………day of…………..20…;

BETWEEN

1. HALDIA DEVELOPMENT AUTHORITY, a statutory authority under the West Bengal Town and Country (Planning and Development) Act, 1979 and having its office at Haldia Unnanyan Bhawan City Centre, P.O. Debhog, Haldia, Purba Medinipur, hereinafter referred to as “H.D.A.” (which expression shall unless excluded by or repugnant to the context, be deemed to mean and include its successors and assigns) of the FIRST PART; AND

2. ……………………………………., a company incorporated under the provisions of the Companies Act, …………. and having its registered office at ……………………, India, hereinafter referred to as the "Concessionaire" (which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns and substitutes) of the SECOND PART;

AND

3. .…………………, ……………………………. and ………………, having its registered office at ………………………….. acting for itself and for and on behalf of the Lenders listed in Schedule 1 hereto (hereinafter referred to as the "Lenders’ Agent”) of the THIRD PART:

(H.D.A., the Concessionaire and the Lenders’ Agent are hereinafter collectively referred to as the "Parties" and individually are hereinafter referred to as "Party").

Haldia Development Authority (HDA) Appendices to Concession Agreement

WHEREAS

A. By the Concession Agreement dated ……………….. entered into between H.D.A. and the Concessionaire, H.D.A. has granted to the Concessionaire the Concession subject to and on the terms, conditions and covenants set forth in the said Concession Agreement or forming part thereof.

B. In consideration of the financial assistance granted by the Lenders to the Concessionaire pursuant to the terms and condition of the Financing Documents, the Parties have agreed subject to the terms and conditions of the Concession Agreement and the Financing Documents, that the Lenders shall have the right to substitute the Concessionaire with a Selectee (as defined hereunder) for the residual period of the Concession Period on the terms, conditions and covenants mentioned hereinbelow.

C. As a condition to making any disbursement pursuant to the Financing Documents, the Lenders have required and it is deemed necessary and expedient to record the terms, conditions and covenants of the above agreement between the Parties.

NOW THEREFORE THE PARTIES HERETO HEREBY AGREE AND THIS AGREEMENT WITNESSETH as follows:

Haldia Development Authority (HDA) Appendices to Concession Agreement

ARTICLE 1 DEFINITIONS

1.1 For the purpose of this Agreement, the following terms shall have the meaning hereinafter respectively assigned to them

Each capitalised term used herein and not otherwise defined shall have the definition assigned to such term in the Concession Agreement.

1.1.1 “Award” shall have the meaning ascribed thereto in Clause 7.11

1.1.2 "Event of Default" means the occurrence of any of the following events

(i) A Material Breach by the Concessionaire of the Concession Agreement, or the occurrence of a Concessionaire Event of Default as defined in the Concession Agreement.

(ii) A material default in payment by the Concessionaire to all or any of the Lenders under the Financing Documents (as approved by HDA) of any two installments, either of principal or interest or both, due and payable by it on account of Lenders’ Dues.

(iii) Any event of default under or a material breach of any of the terms of any of the Financing Documents (as approved by HDA) or Project Agreements (as approved by HDA) which in the sole opinion of the Lenders’ Agent is material or substantial and which have adverse effect on the ability of the Concessionaire to meet its payment obligations to the Lenders under the Financing Documents or amounts to Material Breach under the Concession Agreement.

Haldia Development Authority (HDA) Appendices to Concession Agreement

1.1.3 "Financial Assistance" means the loans, advances and other funding assistance including any syndicated/ participation facility provided by the Lenders in accordance with the Financing Documents (as approved by HDA).

1.1.4 “H.D.A. Nominee” shall have the meaning ascribed thereto in Clause 3.5(i)

1.1.5 "Lenders’ Agent" means ……………………………… a statutory corporation established under the provisions of the …………………….. and having its principal office at ...... and any replacement thereof appointed by all the Lenders, inter alia, on-the condition that as security for the Financial Assistance they shall have the right to seek transfer and assignment of the Concession Agreement including the Concession in accordance with the provisions of this Agreement.

1.1.6 "Lenders’ Certificate" shall have the meaning ascribed thereto in Clause 2.2(b).

1.1.7 "Lenders’ Dues" means the aggregate of all monies remaining outstanding and owing by the Concessionaire to the Lenders under the Financing Documents on account of principal thereunder for funding the Project, and all accrued interest, additional interest, liquidated damages, commitment fees, commission, prepayment premium, costs, charges and other monies including financing charges and fees remaining outstanding and owing by the Concessionaire to the Lenders under the Financing Documents for the Project up to the Transfer Date. .

1.1.8 "Notice of Default" shall have the meaning ascribed thereto in Clause 2.2(a).

1.1.9 "Proposal" shall have the meaning ascribed thereto in Clause 3.1 (iii).

1.1.10 "Selectee" means a new concessionaire proposed by the Lenders pursuant to this Agreement and approved by H.D.A. for substituting the Concessionaire for the residual of the Concession Period

Haldia Development Authority (HDA) Appendices to Concession Agreement

by supplementing the existing Concession Agreement or by the execution of a fresh concession agreement.

1.1.11 "Substitution Notice" means the notice given by the Lenders’ Agent pursuant to Clause 2.2 (c) of this Agreement.

1.2 In this agreement unless the context otherwise requires :

a) any reference to a statutory provision shall include such provision as is from time to time modified or re-enacted or consolidated so far as such modification or re-enactment or consolidation applies or is capable of applying to any transactions entered into hereunder; b) the words importing singular shall include plural and vice versa, and words denoting natural persons shall include partnerships, firms, companies, corporations, joint ventures, rusts, associations, organisations or other entities (whether or not having a separate legal entity); c) the headings are for convenience of reference only and shall not be used in and shall not affect the construction or interpretation of this Agreement; d) the words "include" and "including" are to be construed without limitation; e) any reference to a "day' shall mean reference to a calendar day; f) any reference to "month" shall mean reference to a calendar month; g) the Schedules to this Agreement form an integral part of this Agreement and will be in the force and effect as though they were expressly set out in the body of this agreement; h) any reference at any time to any agreement, deed, instrument, license or document of any description shall be construed as reference to that agreement, deed, instrument, license or other

Haldia Development Authority (HDA) Appendices to Concession Agreement

document as amended, varied, supplemented, modified or suspended at the time of such reference provided that this clause shall not operate so as to increase liabilities or obligations of H.D.A. hereunder or pursuant hereto in any manner whatsoever; i) references to recitals, clauses, sub-clauses, paragraphs, or schedules in this agreement shall, except where the context otherwise requires, be deemed to be references to recitals, articles, clauses, sub-clauses, paragraphs, annexures, appendices of this Agreement. j) Any agreement, consent, approval, authorisation, proposal, notice, communication, information or report required under or pursuant to this Agreement from or by any party or Lender(s) shall be valid and effectual only if it is in writing under the hands of duly authorised representative of such Party or the Lender(s), as the case may be, in this behalf and not otherwise; and k) any reference to any period commencing "from" a specified day or date and "till" or until" a specified day or date shall include both days or dates.

Haldia Development Authority (HDA) Appendices to Concession Agreement

ARTICLE 2 SUBSTITUTION OF THE CONCESSIONAIRE BY A SELECTEE

2.1 In consideration of the Financial Assistance by the Lenders to the Concessionaire pursuant to the Financing Documents, the Concessionaire and H.D.A. hereby irrevocably agree to substitute the Concessionaire by a Selectee on the happening of Event of Default for the purpose of securing the full payments of the Lenders’ Dues subject to the terms and conditions in this Agreement, provided that nothing contained herein shall entitle the Lenders to operate the Concession themselves as a concessionaire under and in accordance with Concessionaire Agreement either individually or collectively.

2.2 (a) Immediately on the occurrence of an Event of Default, the Lenders’ Agent shall notify by a written notice to the Concessionaire, with a copy thereof simultaneously to H.D.A., requiring the Concessionaire to remedy and cure such default within 30 (thirty) days from the date of delivery of such notice of the Concessionaire (the "Notice of Default"). The Notice of Default shall be accompanied by the Lenders’ Certificate.

(b) The Notice of Default served in accordance with Clause 2.2(a) above, shall be accompanied by a certificate under the hands of an authorised officer of the Lenders’ Agent certifying -

i) the nature of Event of Default that occurred, and

(ii) the Lenders’ Dues as at the date of the Notice of Default,

(the "Lenders’ Certificate"). In the absence of manifest error, the Lenders’ Certificate shall be conclusive evidence of occurrence of such Event of Default and of such Lenders’ Dues. Such Lenders’ Certificate shall be final, conclusive and binding upon the Concessionaire for the purposes of this Agreement and the Financing Documents.

Haldia Development Authority (HDA) Appendices to Concession Agreement

(c) H.D.A. and the Concessionaire hereby irrevocably agree that the Lenders’ Agent may, on behalf of all the Lenders, within 30 (thirty) days of the date of delivery of the Notice of Default to the Concessionaire and without prejudice to any other right or remedy available to the Lenders under the Financing Document, notify H.D.A. and the Concessionaire in relation to the Lenders’ decision to invite, negotiate and procure offers, either through private negotiations or public auction or process of tendering of the rights and obligations of the Concessionaire under the Concession Agreement, to a Selectee (the "Substitution Notice") PROVIDED HOWEVER that the Lenders’ Agent shall take the approval of H.D.A. before finalisation of the selection process.

(d) Upon assumption by the Selectee of the rights, liabilities and obligations of the Concessionaire under the Financing Documents and the Concession Agreement including obligation to pay any sums then due and payable to H.D.A. under the Concession Agreement (“Effective Date”), H.D.A. shall grant the Concession to the Selectee on the same terms and conditions for the residual of the Concession Period, by supplementing the Concession Agreement or, if required by the Lenders’ Agent by a separate agreement with the Selectee. For the avoidance of doubt, on the Effective Date, the Selectee shall for all purposes of the Concession Agreement has the benefit of all rights and shall assume all liabilities and obligations of the Concessionaire under the Concession Agreement and the Financing Documents. Thereafter, all reference in the Concession Agreement to the Concessionaire shall be construed as reference to the Selectee.

2.3 In the selection of the Selectee, the Lenders’ Agent shall apply the following criteria :

(i) the Selectee shall be capable of properly discharging the duties, obligations and liabilities of the Concessionaire under the Concession Agreement; (ii) the Selectee shall provide security to the satisfaction of Lenders for repayment of the Lenders’ Dues remaining outstanding, due and payable as at the date of the Notice of Default;

Haldia Development Authority (HDA) Appendices to Concession Agreement

(iii) the Selectee shall have the capability and shall unconditionally consent to assume all the liability of the Concessionaire to H.D.A. under and in accordance with the Concession Agreement (including all payments and discharge of dues) and of Lender's Dues upon the terms and conditions as agreed to with the Lenders ; (iv) the Selectee shall have the net worth, experience and technical equity parameters as set forth in the Concession Agreement and prescribed by H.D.A. thereunder in respect of the Concessionaire or as relaxed subsequently by H.D.A., as the case may be; (v) the Selectee shall have not been in breach of any agreement between the Selectee and H.D.A.; and (vi) any other appropriate circumstance, whereby continuity in the performance of the Concessionaire's obligations under the Concession Agreement are maintained and the security in favour of Lenders under the Financing Documents is preserved and maintained, on terms and conditions not less favourable than that under the Concession Agreement or the Financing Documents, as the case may be.

2.4 At any time prior to the acceptance of the Selectee by H.D.A. pursuant to this Agreement, the H.D.A. may require the Lenders’ Agent to satisfy H.D.A. as to the eligibility of the Selectee and the decision of the H.D.A. in this behalf (which shall be reasonable), shall be final, conclusive and binding on the Lenders and the Selectee.

Haldia Development Authority (HDA) Appendices to Concession Agreement

ARTICLE 3 MODALITY FOR SUBSTITUTION

3.1 The following modalities shall be applicable to any substitution of the Concessionaire by the Selectee pursuant to this Agreement

(i) The Lenders’ Agent may invite, negotiate or procure offers either through private negotiations or public auction or process of tender or otherwise for the substitution of the Concessionaire by the Selectee (which process of selection shall be subject to prior approval of H.D.A.):

(ii) The Lenders’ Agent shall on behalf of the Lenders propose to H.D.A. pursuant to sub-clause (iii) below, the name of the Selectee for acceptance and shall apply as necessary to H.D.A. for:

(a) grant to the Selectee (as substitute for the Concessionaire) the right to develop the Project under and in accordance with and subject to and on the same terms and conditions set forth in the Concession Agreement,

(b) supplementing the Concession Agreement so as to substitute the Concessionaire with the Selectee on the same terms and conditions under the Concession Agreement, for the residual of the Concession Period ,

c) the execution of a new agreement or a supplemental to the Concession Agreement with the identified Selectee for purpose of substituting the Concessionaire with the identified Selectee for the residual of Concession Period, on the same terms and conditions of the Concession Agreement, and

Haldia Development Authority (HDA) Appendices to Concession Agreement

(iii) The Lenders’ Agent on behalf of the Lenders shall be entitled, within a period of 120 (one hundred twenty) days from the date of delivery to H.D.A. of the Substitution Notice pursuant to Clause 2(c) above, to select and propose to H.D.A. for its approval a Selectee selected as contained in this Agreement (the "Proposal"). The Proposal of the Lenders’ Agent pursuant to this sub-clause (iii) shall contain the particulars and information in respect of the Selectee, the Lenders’ Dues as at the date of the Notice of Default and other data and information. Without prejudice to the foregoing the Lenders’ Agent agrees and undertakes to provide to H.D.A. such further and other information and such clarifications in respect of any data, particulars or information furnished pursuant hereto by the Lenders’ Agent as H.D.A. may reasonably require. H.D.A. shall convey its approval or otherwise of such Proposal, including of Selectee, in its sole discretion within 60 (sixty) days of (a) the date of receipt of the Proposal by H.D.A., or (b) the date when last of further and other information and such clarifications in respect of any data, particulars or information comprised in the Proposal, as have been provided by the Lenders’ Agent to H.D.A., whichever is later. It is expressly agreed that the Proposal shall be accompanied by an unconditional undertaking of the Selectee that it shall upon approval by H.D.A. of the Proposal including the Selectee, observe, comply, perform and fulfill the terms, conditions and covenants of the Concession Agreement which according to its terms are required to be observed, complied with, performed and fulfilled by the Concessionaire thereunder on the footing as if such Selectee were the concessionaire under the Concession Agreement and shall be liable for and shall assume, discharge and pay such Lenders’ Dues to the Lenders under and in accordance with the Financing Documents. Upon approval of the Proposal including of the Selectee by H.D.A., such Selectee shall become the Selectee hereunder.

(iv) H.D.A. shall, upon its satisfaction of the eligibility of the Selectee and in accordance with the provisions of this Agreement and subject to the provisions of Sub-clause (v) below proceed to substitute the Concessionaire with the Selectee for the residual of the Concession Period by supplementing the Concession Agreement or by execution of a fresh agreement or such other writing as H.D.A. may reasonably require on the same terms and conditions of the Concession Agreement.

Haldia Development Authority (HDA) Appendices to Concession Agreement

(v) The substitution as aforesaid shall be subject to the Selectee, obtaining requisite HDA and other applicable approvals, clearances and permission of the Competent Authority (including the Applicable Permits) necessary for implementing and operating the Concession under and in accordance with the Concession Agreement.

(vi) The objection if any of H.D.A. to the substitution as aforesaid shall be reasoned and be made, after hearing the Lenders’ Agent, provided however, that in the event of a refusal as stated above, the Lenders’ Agent may propose another Selectee. In the event that no objection is raised with respect to the Selectee by H.D.A. within the period set forth in sub-clause (iii) above, the Selectee shall be deemed to have been accepted by H.D.A. H.D.A. shall, subject to the provisions of Sub-clause (v) above, grant the Concession to the Selectee for the residual of the Concession Period, within 15 days of its acceptance/deemed acceptance of the Selectee and the Proposal.

(vii) The substitution as aforesaid, pursuant to the security interest hereby created in favour of the Lenders, shall be deemed to be complete only upon the Selectee as concessionaire accepting and complying with the terms and conditions stipulated in the Concession Agreement.

(viii) The decision of the Lenders and H.D.A. in the selection of the Selectee shall be final and binding on the Concessionaire and shall be deemed to have been made with the concurrence of the Concessionaire and the Concessionaire hereby expressly waives all rights to object to or challenge such selection of the Selectee on any ground whatsoever. No third party shall have the right to question the decision of the Lenders/Lenders’ Agent and H.D.A.

(ix) All actions of the Lenders’ Agent hereunder shall be deemed to be on behalf of the Lenders, and be binding upon them. The Lenders’ Agent is authorised to receive payment of compensation, payment to cure default and any other payments, consideration for

Haldia Development Authority (HDA) Appendices to Concession Agreement

transfer in accordance with the Substitution Notice and the Financing Documents and give valid discharge on behalf of all Lenders.

3.2 The terms and conditions for substitution of the Concessionaire by the Selectee shall be proposed by the Lenders through the Lenders’ Agent to the H.D.A. for its approval, on the occurrence of an Event of Default and continuance thereof for-six months but at least 2 months prior to the anticipated date of substitution as aforesaid for the residual of the Concession Period.

3.3 Subject to the terms and conditions of the Concession Agreement and the Financing Documents, the Concessionaire hereby irrevocably agrees and waives any right to challenge the Lenders’ decision to apply to H.D.A. for substitution as aforesaid and neither the Concessionaire nor H.D.A. shall be entitled to prevent the Lenders’ Agent from proceeding to, seek such a substitution of the Concessionaire by Selectee as herein before provided. The Concessionaire agrees and confirms that the Concessionaire shall not have any right to seek re-valuation of the Concessionaire's assets and the Concession Agreement including the Concession, otherwise than as contracted in the Financing Documents while the H.D.A. permits substitution as herein before provided, pursuant to the Lenders Agent's request in the manner hereinabove contained. The Parties acknowledge that the rights of the Lenders hereunder are irrevocable and shall not be contested in any proceedings before any court or authority and the Concessionaire shall have no right or remedy to prevent, obstruct, injunct or restrain H.D.A. and/or the Lenders from effecting or causing the substitution as aforesaid in accordance with the terms and conditions contained in this Agreement.

3.4 Where no suitable Selectee can be found by the Lenders’ Agent or H.D.A. shall decide to take over the concession then H.D.A. shall advise the Lenders’ Agent of all steps it proposes to take under the Concession Agreement for determination of Termination Payments thereof.

3.5 (i) If H.D.A. in its discretion, decides to substitute the Concessionaire by itself or any other person otherwise than the Selectee (“H.D.A. Nominee”), it shall take into account the Lender's Dues while considering offers from such persons and shall include a suitable condition as agreed to by the Lenders’ Agent on behalf of the Lenders for payment or

Haldia Development Authority (HDA) Appendices to Concession Agreement

take over of such dues by such H.D.A. Nominee to the extent agreed by the Lenders’ Agent while substituting the Concessionaire with the H.D.A. Nominee. The H.D.A. Nominee shall similarly be bound to execute a supplementary/fresh substitution agreement on the same terms and conditions as provided herein.

(ii) Notwithstanding anything contained in Clause 3.4 and this Clause 3.5 but subject to the terms and conditions of the Concession Agreement, H.D.A. shall never be required to take over, upon termination of the Concession Agreement including the Concession, the liabilities representing the Lender's Dues save and except to the extent of Termination Payments due and payable upon such Termination under the Concession Agreement together with such other liabilities and payments of dues as H.D.A. is liable to under the Concession Agreement.

3.6 Nothing contained in these presents shall mean or be interpreted as provision of any guarantee or surety by H.D.A. and it is expressly agreed that H.D.A. has not provided any surety, guarantee or counter guarantee whether directly or indirectly for the recovery of amount of Financial Assistance advanced by the Lenders to the Concessionaire pursuant to the Financing Documents.

Haldia Development Authority (HDA) Appendices to Concession Agreement

ARTICLE 4 INTERIM PROTECTION OF SERVICE AND PRESERVATION OF SECURITY

4.1 In the event of the Lenders notifying H.D.A. and the Concessionaire of the occurrence of an Event of Default (whereby the Concessionaire has not been able to cure the default within the timeline prescribed under the Concession Agreement and/or the respective Financing Documents, as the case may be) the Lenders shall be entitled to institute protective legal proceedings for a receivership (the "Receiver") to maintain, preserve and protect the assets (other than the Concession Agreement including the Concession) held as security by the Lenders pursuant to the Financing Documents provided always that such Receiver shall be H.D.A. if such assets are in the opinion of H.D.A. necessary and required for the O&M of the Project and the Parties hereby consent and agree to the same. The Lenders’ Agent shall in such an event notify H.D.A. to assume receivership of such assets and H.D.A. may operate and maintain the same pending the substitution of the Concessionaire by the Selectee. In the event H.D.A. does not assume receivership and declines such request of the Lenders’ Agent, the Lenders’ Agent shall for itself and each of the Lenders, be entitled to seek the appointment of a court receiver for the Concessionaire's assets held as security by the Lenders under the Financing Documents and H.D.A. may operate and maintain the same pending substitution as aforesaid and/or the takeover of the Concession Agreement including the Concession and the Project in accordance with the Concession Agreement or this Agreement by the H.D.A.. All the receivables shall be deposited by the Receiver into the Revenue Collection Account and shall be dealt with in accordance with the Concession Agreement. The Receiver shall be responsible for protecting the assets in receivership and shall render a true and proper account of the receivership to the Lenders in accordance with the terms of its appointment. The Receiver shall ensure that it operates and maintains the Project, in accordance with the obligations of the Concessionaire under the Concession Agreement. Any person other than H.D.A. may be appointed as receiver only with the prior consent of H.D.A. in a declaratory suit for appointment of a Receiver, notwithstanding that no recovery or mortgage suit or any suit or proceeding for enforcement of the Lenders' security under the Financing Documents is instituted by the Lenders’ Agent for itself or the Lenders, any action for appointment of H.D.A. as Receiver or appointment of an independent

Haldia Development Authority (HDA) Appendices to Concession Agreement court receiver shall be without prejudice for the other rights and remedies of H.D.A., and of the Lenders under the Financing Documents.

Haldia Development Authority (HDA) Appendices to Concession Agreement

ARTICLE 5 TERMINATION OF THE CONCESSION BY THE H.D.A.

5.1 If under the Concession Agreement an event occurs which shall entitle H.D.A. to terminate the Concession Agreement, H.D.A. in addition to its obligations under the Concession Agreement, shall intimate the Lenders prior to exercising of its decision to terminate the Concession Agreement and advise the Lenders to ensure the cure of the event which otherwise can result in termination of the Concession and the Concession Agreement. Such a notice shall entitle the Lenders to cure any financial or other default of the Concessionaire within a period of two (2) months from the date of the notice received from the H.D.A. failing which H.D.A. without any further notice to either the Concessionaire or the Lenders Agent/Lenders, shall be entitled to terminate the Concession Agreement.

5.2 Upon receipt of the notice as referred to in Clause 5.1, intimating occurrence of an event which can entail termination of the Concession Agreement including the Concession, the Lenders shall be entitled to consider such notice as an Event of Default and may initiate steps to invite, negotiate and procure offers for the substitution of the Concessionaire by a Selectee in accordance with the procedure set forth in this Agreement.

Haldia Development Authority (HDA) Appendices to Concession Agreement

ARTICLE 6 LENDERS RIGHT TO RECEIVE TERMINATION PAYMENTS

6.1 H.D.A. and Concessionaire hereby agree, and confirm that without prejudice to any other right or remedy, H.D.A. shall be entitled to deposit the Termination Payments into a suitable Account and the Lenders shall be entitled to receive the same without any further reference to or consent of the Concessionaire under and in accordance with the Concession Agreement towards the satisfaction of the Lenders’ Dues out of and limited to the sum of Termination Payments worked out under and in accordance with the Concession Agreement. The Lenders shall be entitled to appropriate any consideration received for the substitution as hereinabove provided from the Selectee towards the payment of their and H.D.A.'s respective dues to the exclusion of the Concessionaire.

6.2 The Concessionaire hereby nominates, constitutes and appoints the Lenders’ Agent as its constituted attorney for doing all acts, deeds and things as may be required to be done for the substitution of the Concessionaire by the Selectee pursuant hereto and for receiving consideration for discharge of the Lenders' Dues pursuant to Clause 6.1,

6.3 The Concessionaire hereby expressly authorises payment of sums by H.D.A. on account of Termination Payments into a suitable Account and the Lenders’ Agent to draw the same therefrom for and on behalf of the account of the Lenders notwithstanding the tendency of any dispute or objection or claim that the Concessionaire may have against the Lenders and/or H.D.A. The deposit by H.D.A. into the aforesaid Account and payment to the Lenders directly or through the Lenders’ Agent in accordance with this Agreement, made or caused to be made by H.D.A. shall constitute a valid discharge of its obligation of the payment thereof to the Concessionaire. All such payments shall stand charged to the Lenders under the Financing Documents and shall be receivable by the Lenders’ Agent from the said Account on behalf of the Lenders to the exclusion of any receiver or liquidator appointed.

Haldia Development Authority (HDA) Appendices to Concession Agreement

ARTICLE 7 GENERAL

7.1 The Parties hereto expressly represent and warrant that they are duly empowered to sign and execute this Agreement and the Lenders’ Agent is duly and fully authorised by each of the Lenders to enter into this Agreement on their behalf.

7.2 Notices under this Agreement shall be sent to the addresses first hereinabove mentioned. Any change in the address of any Party shall be duly notified by a Speed/Registered Post with Acknowledgement Due and delivered to the other Parties.

7.3 The expressions "H.D.A.", the "Concessionaire", the "Lenders" and the "Lenders’ Agent" herein used shall unless there be anything repugnant to the subject or context include their respective successors, legal representatives, administrators and permitted assigns.

7.4 This Agreement shall not be affected by reorganisation of any Lender, Lenders’ Agent or H.D.A. and the successor - in interest of such Lender, Lenders’ Agent or H.D.A. shall have the benefit of this Agreement.

7.5 No amendment, variation or modification to this Agreement shall be valid and effectual unless made in writing and executed by the duly authorised representatives of all the Parties hereto.

7.6 All stamp duties or other imposts and charges as are applicable on this Agreement or on amendment of the Concession Agreement or execution of fresh Concession Agreement for the purpose of substitution as aforesaid shall be borne by and be to the account of the Concessionaire. In the event of the Lenders making such payment for the time being, it shall be deemed to be a part of the Lenders’ Dues.

7.7 The Parties hereby expressly agree that for the purpose of giving full and proper effect to this Agreement, the Concession Agreement and this Agreement shall be read together and construed

Haldia Development Authority (HDA) Appendices to Concession Agreement

harmoniously. The terms of this Agreement shall prevail in the event of any inconsistency with the Concession Agreement unless specifically provided otherwise.

7.8 The consultation, recommendation or approval of the Lenders’ Agent under this Agreement shall always be taken as consultation, recommendation or approval of every concerned Lender and each such Lender shall be bound by the same and hereby waives its right to question or dispute the same.

7.9 This Agreement shall be in addition to and shall not be in derogation of the terms of the Financing Documents.

7.10 It shall not be necessary for the Lenders or the Lenders’ Agent to enforce or exhaust any other remedy available to them before invoking the provisions of this Agreement.

7.11 If the Parties are unable to resolve the disputes amongst themselves amicably, then any of the Parties may approach the courts at Haldia, West Bengal, which shall alone have jurisdiction to the exclusion of all other Courts over all matters arising out of or relating to this Agreement for resolution of the disputes in question.

7.12 A person who is not a party to this Agreement has no right whatsoever to enforce any term of its term or enjoy the benefits of this Agreement.

Haldia Development Authority (HDA) Appendices to Concession Agreement

SCHEDULE 1

DETAILS OF THE LENDERS AND THE FINANCIAL ASSISTANCE

Haldia Development Authority (HDA) Appendices to Concession Agreement

IN WITNESS WHEREOF the parties hereto have set their hands hereunto on the day, month and year hereinabove mentioned.

SIGNED AND DELIVERED ON BEHALF OF HALDIA DEVELOPMENT AUTHORITY

BY:……………………………………………

Name: Title:

SIGNED AND DELIVERED ON BEHALF OF THE CONCESSIONAIRE

BY:……………………………………………..

Name Title:

SIGNED AND DELIVERED ON BEHALF OF LENDERS’ AGENT

BY:……………………………………………..

Name: Title:

Haldia Development Authority (HDA) Appendices to Concession Agreement

APPENDIX – 18 MODEL CUSTOMER SERVICE RULES

1. The Concessionaire shall ensure water equality in compliance with the specifications and standards set forth Bureau of India Standards (BIS) and CPHEEO.

2. The Concessionaire shall ensure volume of supply to customers as per the agreement between the Customer and HDA.

3. The Concessionaire shall ensure that Customers are informed of all planned interruption more than 24 hours in advance.

4. In case of pipe burst, the Concessionaire shall commence the rectification activities within 6 hours from the time of receipt of complaint.

5. The Concessionaire shall establish round-the-clock customer-call centre for the case of communication.

6. The Concessionaire shall establish a website with full information pertaining to the services provided, i.e. Water Charges, Complaint redressal time schedule and time from Contact details, Services Provided, Tariffs, Customer Information and frequently asked Questions (FAQs), etc.

7. The monthly invoices to be paid by the Customers shall be calculated in accordance with the approved water tariff and the water consumption derived from the water meters.

8. The Customers will pay the invoice within 15 days from the date of the invoice failing which the concessionaire shall be permitted to charge interest/penalty as per the terms and conditions of the agreement between HDA and Customer.

9. In the event any of the invoice(s) issued by the Concessionaire to the Customers are not paid by Customer(s) (“Defaulting Customer”) within prescribed time, appropriate steps recover outstanding dues including by disconnection of water supply as per Applicable Law may be taken.

Haldia Development Authority (HDA) Appendices to Concession Agreement

10. If the Customers after disconnection of the Services settles and pay all the dues of the invoice(s), the Concessionaire shall promptly intimate the same to HDA. HDA after recovering the re- connection charges shall approve the resumptions of the supply and the Concessionaire shall resume the supply within 24 hours of such approval.

11. If service tax or any other Taxes, charges or cess etc. is chargeable from the customers in relation to the Water supply, that shall be added into the invoice and shall be paid by the customer.

12. All Customers shall pay the rental of customer meters @ Rs.10/- (Rupees Ten only) per month which shall be charged through the monthly charges.

13. In the event the customer meter is out of order or do not function, the bill for the said period will be prepared on the basis of average consumption for the last three (3) months.

14. The Customer under any circumstances shall not have any right against the HDA and concessionaire in the event of disruption of water supply due to:

a. Power failure b. Plant shutdown due to deteriorated raw water quality c. major breakdown

15. The Customer must at all times allow the Concessionaire’s men and agents, free access to the Customer’s premises to read/test the meter and carry out necessary works.

16. The Customer must at all times cooperate and allow access to the Concessionaire and its representatives to undertake any rehabilitation of distribution network to the Customer’s premises.

17. Internal water distribution within each premises shall be the responsibility of premises owner.

18. A quality and Testing Centre shall be maintained by the Concessionaire as per Good Industry Practice. The Concessionaire shall also develop and institute a quality assurance system and implement the same.