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TRIPARTITE AGREEMENT
For
Implementation of National Programme on
ACC Battery Storage under the
Production Linked Incentive (PLI)
Scheme
Page 1 of 14TRIPARTITE AGREEMENT
BY AND AMONGST
Ministry of Heavy Industries, Government of India
AND
[•insert name of the State Government]
AND
[•insert name of the Beneficiary Firm][To be executed on stamp paper of appropriate value]
TRIPARTITE AGREEMENT1
THIS TRIPARTITE AGREEMENT (“Tripartite Agreement”) is made on this day of ,
20[•], by and amongst:
1. Government of India, through Ministry of Heavy Industries having its office at [• insert
address], (hereinafter referred to as “GoI”), which expression shall unless repugnant to the
context or meaning thereof, include its successors and assigns, of the First Part; and
2. State Government of [•], through [• insert name], [• insert designation], [• insert Department],
having its office at [• insert address], (hereinafter referred to as “State Government”), which
expression shall unless repugnant to the context or meaning thereof, include its successors and
assigns, of the Second Part; and
3. [• insert name], a company incorporated and registered under the Indian Companies Act 2013,
with its corporate identity number [•] and having its registered office at [• insert address]
(hereinafter referred to as the “Beneficiary Firm”, which expression shall, unless repugnant to
the subject, context or meaning thereof, include its successors and permitted assigns) of Third
Part.
The “GoI”, “State Government” and “Beneficiary Firm” hereinafter jointly referred to as the
“Parties” and individually as the “Party”.
1. PREAMBLE
1.1 The GoI, in order to obtain self-reliance in production of advance chemistry cell (“ACC”) and
storage batteries, endeavours to support domestic manufacturing of ACC;
1.2 The GoI has issued, has launched, and intends to implement the National Programme on
Advance Chemistry Cell Battery Storage (“Programme”) for implementing an enabling
ecosystem for the private sector to make investments into setting-up of greenfield ACC
manufacturing facilities as described in the Programme Agreement (“Project”). The ecosystem
will facilitate export competitiveness and address ongoing concern of the domestic
manufacturing facilities;
1.3 The GoI is desirous of appointing a Beneficiary Firm, incorporated as a special purpose vehicle
(“SPV”) under the Indian Companies Act 2013 pursuant to the request for proposal (“RFP”),
issued by the GoI dated [•], to set-up a Project and undertake the capital phasing for the overall
production capacity and domestic Value Addition. A copy of the Letter of Award given to the
Beneficiary Firm by the GoI has been annexed with this Tripartite Agreement in Schedule-C;
1.4 The GoI shall render its support to the Beneficiary Firm by extending financial incentives
(“Subsidy”) as quoted by the Beneficiary Firm under the RFP and the State Government has
offered to extend support at its level for providing land (if required) to the Beneficiary Firm for
setting up of the Project and extending support for procuring all the Applicable Permits;
1.5 Pursuant to the aforesaid, the Parties have agreed that the successful implementation of the
Project, requires extensive continued support and grant of certain rights and authorities as
hereinafter set forth, by State Government; and
1 Note: Any additional provisions may be incorporated by the Parties in the Tripartite Agreement and non-essential
clauses (clauses in square brackets) can be modified mutually by the Parties.
Page 3 of 141.6 The Parties therefore consider it necessary and expedient to enter into this Tripartite Agreement.
NOW THEREFORE THE PARTIES HERETO HEREBY AGREE AND THIS AGREEMENT
WITNESSETH AS FOLLOWS:
2. DEFINITIONS AND INTERPRETATIONS
2.1 In this Tripartite Agreement, the following terms shall, unless repugnant to the context or
meaning thereof, have the meaning hereinafter respectively assigned to them:
“ACC” shall have the meaning ascribed under the Programme Agreement;
“Applicable Laws” means all laws, brought into force and effect by GoI or State Government,
including rules, regulations, policies and notifications made thereunder, and judgements,
decrees, injunctions, writs and orders of any court of record, applicable to this Tripartite
Agreement and the exercise, performance and discharge of the respective rights and obligations
of the Parties hereunder, as may be in force and effect during the subsistence of this Tripartite
Agreement;
“Applicable Permits” means all clearances, licences, permits, authorisations, no objection
certificates, consents, approvals and exemptions required to be obtained or maintained under
Applicable Laws in connection with the construction, operation and maintenance of the Project
during the subsistence of this Tripartite Agreement;
“Effective Date” shall be the date when the State Government meets all its obligations under
this Tripartite Agreement;
“Government Agency” means any department, section, division or sub-division including any
board, authority, commission, instrumentality, agency, municipality, panchayat or other local
authority or any statutory body or authority under the control of State Government or which is
subject to supervision, direction or control of State Government in respect of any matter or
which can be suspended, superseded or dissolved by State Government;
“Programme Agreement” means the agreement executed between the Beneficiary Firm and
the GoI in connection with the Project, as provided in Schedule B to this Tripartite Agreement;
“Project” has the meaning ascribed to such term in Clause 1.2 of this Tripartite Agreement;
“RFP” has the meaning ascribed to such term in Clause 1.3 of this Tripartite Agreement;
“Site” has the meaning ascribed to such term in Clause 7.1.1 of this Tripartite Agreement;
“SPV” has the meaning ascribed to such term in Clause 1.3 of this Tripartite Agreement;
“Subsidy” has the meaning ascribed to such term in Clause 1.4 of this Tripartite Agreement;
and
“Tripartite Agreement” means this tripartite agreement and all annexures, schedules and
appendices hereto, as amended or modified from time to time, in accordance with the terms
hereof.
2.2 The words and expressions beginning with or in capital letters used in this Tripartite Agreement
shall have the meaning respectively assigned to them herein or in the Programme Agreement.
Page 4 of 142.3 In this Tripartite Agreement unless the context otherwise requires:
(i) any reference to any statute or any statutory provision shall include any amendment or
re-enactment or consolidation thereof;
(ii) the words importing singular shall include plural and vice versa, and reference to a
“person” and words denoting natural persons shall include partnerships, firms,
companies, corporations, joint ventures, trusts, associations, organizations or other
entities (whether or not having a separate legal entity) and shall include Government
Agencies;
(iii) the headings are for convenience of reference only and shall not be used in and shall
not affect the construction or interpretation of this Tripartite Agreement;
(iv) the words “include” and “including” are to be construed without limitation;
(v) any reference to a “day” shall mean reference to a calendar day, and any reference to
“month” shall mean reference to a calendar month;
(vi) the annexures and appendices to this Tripartite Agreement form an integral part of this
Tripartite Agreement and will be in full force and effect as though they were expressly
set out in the body of this Tripartite Agreement;
(vii) 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 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 State Government or Beneficiary Firm hereunder or
pursuant hereto in any manner whatsoever;
(viii) references to Recitals, Clauses, Sub-clauses, Schedules, Annexures or Appendices in
this Tripartite Agreement shall be deemed to be references to recitals, clauses, sub-
clauses, schedules, annexures, and appendices of this Tripartite Agreement;
(ix) any agreement, consent, approval, authorization, proposal, notice, communication,
information or report required under or pursuant to this Tripartite Agreement from or
by any Party shall be valid and effectual only if it is in writing and executed by duly
authorized representative of such Party in this behalf and not otherwise; and
(x) 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.
2.4 Priority of agreements
This Tripartite Agreement and all other documents forming part of or referred to in this
Tripartite Agreement are to be taken as mutually explanatory and, unless otherwise expressly
provided elsewhere in the Tripartite Agreement, the priority of this Tripartite Agreement and
other documents forming part hereof or referred herein shall, in the event of any conflict
between them, be in the following order:
(i) the Programme Agreement; and
(ii) this Tripartite Agreement;
i.e., the documents at (i) will prevail over agreements and documents at (ii).
Page 5 of 143. TERM
This Tripartite Agreement shall come into force from the date hereof and shall continue to be
in effect for the term of the Programme Agreement, unless otherwise agreed between the
Parties.
4. OBJECT & SCOPE
The object of this Tripartite Agreement is to set out the broad principles of cooperation and
modalities to guide and govern the role of the Parties in the effective implementation of the
Project in accordance with the terms and conditions of this Tripartite Agreement.
5. IMPLEMENTATION PERIOD
Works for the Project shall commence as provided under the Programme Agreement and the
State Government shall be scheduled to extend its incentives to the Beneficiary Firm in
accordance with Applicable Laws.
6. OBLIGATIONS OF THE GoI
The GoI hereby agrees to disburse the Subsidy as per the terms of the Programme Agreement.
7. OBLIGATIONS OF THE STATE GOVERNMENT2
The State Government hereby agrees to comply with and perform the following, either by itself
or through any other Government Agency:
7.1 [Provision of land]
7.1.1 If required by the Beneficiary Firm, the State Government shall acquire, lease or transfer
XXXXX Acres of land per GWh (in accordance with the capacity specified and approved in
the Programme Agreement) for the Project, free from encumbrances and hand over the
possession of such land to the Beneficiary Firm (“Site”) within [•] months from the date of
execution of this Tripartite Agreement.
7.1.2 The Parties agree that for obtaining the Site, the State Government or any Government Agency
shall, by way of an outright sale, transfer the Site to the Beneficiary Firm or lease the Site to
the Beneficiary Firm by way of a long-term lease for a period of 99 (ninety-nine) years. The
State Government further agrees that in case of outright sale, the price payable by the
Beneficiary Firm in respect of the Site shall not exceed the lower of: (i) market price; or (ii) the
circle rate, as the case may be.
7.1.3 The State Government shall undertake adequate measures to ensure that any stamp duty payable
on the Site transferred or leased to the Beneficiary Firm shall not be greater than XXX% (XXX
per cent) of the lower of sale consideration or the circle rate for the Site, as the case may be.
7.2 [Provision of trunk infrastructure
The State Government shall make available to the Beneficiary Firm, trunk infrastructure
necessary for the Project. The trunk infrastructure shall include facilities such as access roads
2 Note: These are guidelines and may be mutually revised as agreed between the Parties. All provisions in the square
parenthesis [] are to be agreed between the Parties and may be modified accordingly.
Page 6 of 14to the Site, sewage, water, electricity infrastructure, etc. as provided in Schedule-A to this
Tripartite Agreement. The State Government further agrees that it shall either provide to or
share the cost incurred by the Beneficiary Firm on common infrastructure, including without
limitation, common effluent treatment plants.3]
7.3 Clearances
7.3.1 The Beneficiary Firm shall obtain and, at all times, continue to maintain all Applicable Permits
required under Applicable Laws for undertaking and implementing the Project.
7.3.2 The State Government shall grant and cause its instrumentalities to accord all necessary
Applicable Permits, sanctions, no objection certificates etc., under a single window clearance
mechanism, as necessary, within the relevant statutory period or within a reasonable time after
the relevant application for the same is fully completed, under and in accordance with
Applicable Laws. The State Government shall, where applicable, set up a single window
clearance mechanism for obtaining Applicable Permits in connection with the Project no later
than [•] months from the date of execution of this Tripartite Agreement. It is clarified that
notwithstanding the single window clearance mechanism of the State Government, the
Beneficiary Firm shall comply with and be responsible to obtain all Applicable Permits under
and in accordance with Applicable Laws.
7.4 [Additional Incentives
The State Government may provide subsidy to the Beneficiary Firm, over and above the
incentives available to it under the National Programme on ACC Battery Storage, under and in
accordance with Applicable Laws.]
7.5 [Other Obligations
7.5.1 The State Government shall ensure that the entities owning the existing road, right of way or
utilities on, under or above the land where the Project is situated allow continuous satisfactory
use thereof.
7.5.2 The State Government shall undertake shifting of any utility including electric lines, water
pipes, telephone cables or any other utilities as may be required, to an appropriate location or
alignment within or outside the Site if such utility causes or shall cause material adverse effect
on the Project.
7.5.3 The State Government agrees that the tariff for electricity payable by the Beneficiary Firm at
the Project shall be as per the applicable tariff order issued by the relevant state electricity
regulatory commission, from time to time.
7.5.4 Subject to Clause 7.5.3 above, if the Beneficiary Firm does not procure electricity from the
utility in the area of the Project and requires electricity through open access, the State
Government shall, upon request made by the Beneficiary Firm, facilitate in obtaining such open
access under and in accordance with Applicable Laws. The State Government further agrees
that it shall facilitate in extending benefits in relation to transmission and wheeling charges for
the Beneficiary Firm at discounted rates, under and in accordance with Applicable Laws.]
3 Note: Any charges with respect to common infrastructure may be shared by the Beneficiary Firm and the State Government.
Page 7 of 147.5.5 It is clarified that the State Government shall fulfil its obligations provided in this Article no
later than 120 (One hundred and twenty) days from the execution of this Tripartite Agreement
(“Effective Date”).
8 OBLIGATIONS OF THE BENEFICIARY FIRM
Beneficiary Firm shall perform, observe, and comply with:
(i) all Applicable Laws and Applicable Permits;
(ii) its obligations, including without limitation to set up the Project in accordance with the
Programme Agreement;
(iii) undertaking construction, development, operation, and maintenance of the Project and
bearing expenses in relation thereto;
(iv) its obligations under this Tripartite Agreement;
(v) prescribed codes and specifications for various items for construction and operation as
well as the safety standards under the Applicable Law; and
(vi) be bound by such directions as the GoI may give in writing from time to time after
giving due opportunity to Beneficiary Firm to express its views before giving any
direction.
9 REPRESENTATIONS AND WARRANTIES
Each Party hereby represents and warrants to the other Parties hereto as follows:
(i) It has power and authority to execute, deliver and perform its obligations under this
Tripartite Agreement and to carry out the transactions contemplated hereby;
(ii) It has taken all necessary governmental, corporate, and other action under Applicable
Laws and its constitutional documents (as applicable) to authorize the execution,
delivery, and performance of this Tripartite Agreement;
(iii) This Tripartite Agreement constitutes its legal, valid, and binding obligation,
enforceable against it in accordance with the terms hereof;
(iv) It is subject to civil and commercial laws of India with respect to this Tripartite
Agreement and it hereby expressly and irrevocably waives any immunity in any
jurisdiction in respect thereof;
(v) The execution, delivery and performance of this Tripartite Agreement will not conflict
with, result in the breach of, constitute a default under or accelerate performance
required by any of the terms of the charter documents (if applicable) or any Applicable
Laws or Applicable Permits or any covenant, agreement, understanding, decree or
order to which it is a party or by which it or any of its properties or assets is bound or
affected; and
(vi) There are no actions, suits, proceedings or investigations pending or, to its knowledge,
threatened, against it at law or in equity before any court or before any judicial, quasi-
judicial or other authority, the outcome of which may result in the breach of or
constitute a default on its part under this Tripartite Agreement, or which individually
or in the aggregate may result in any material adverse effect on its business, properties
Page 8 of 14or assets or its condition, financial or otherwise, or in any impairment of its ability to
perform its obligations and duties under this Tripartite Agreement.
10 GOVERNING LAW AND DISPUTE SETTLEMENT
10.1 This Tripartite Agreement shall be governed by and construed and interpreted in accordance
with the laws of India.
10.2 Any and all claims, dispute, difference or controversy between the Parties of whatever nature,
arising out of, or in connection with, or in relation to this Tripartite Agreement, which is not
resolved amicably within 90 (ninety) days of receipt of notice of such dispute, difference or
controversy from a Party/ Parties by the remaining Party/ Parties in the first instance, shall be
exclusively resolved by the courts at New Delhi.
11 MISCELLANEOUS
11.1 Alteration of Terms
All additions, amendments, modifications, and variations to this Tripartite Agreement shall be
effectual and binding only if the same is in writing and signed by the duly authorized
representatives of the Parties.
11.2 Time or Indulgence Allowed
An indulgence by a Party to any of the other Party in respect of any obligation or matter
hereunder including time for performance to such other Party or to remedy any breach hereof
shall not be construed as a waiver of any of its rights hereunder by the Parties, and any such
indulgence may be on such terms and subject to such conditions as the Party giving it may
specify and shall be without prejudice to the Party’s then accrued rights under this Tripartite
Agreement, except to the extent expressly varied in writing.
11.3 Severability of Terms
If any provision of this Tripartite Agreement is declared to be invalid, unenforceable, or illegal
by any court, such invalidity, unenforceability, or illegality shall not prejudice or affect the
remaining provisions of this Tripartite Agreement, which shall continue in full force and effect.
11.4 Language
All notices, certificates, correspondence, or other communications under or in connection with
this Tripartite Agreement shall be in English language only.
11.5 Notices
(i) Any notice or communication hereunder shall be in writing, signed by the Party giving
it and may be served by sending it by hand delivery, facsimile, e-mail, registered or
speed post, or by reputed national courier service, addressed as follows (or to such other
address as shall have been duly notified in accordance with this Clause):
If to the GoI:
Attn: [•]
Address: [•]
Fax no.: [•]
Email: [•]
Page 9 of 14If to the State Government:
Attn: [•]
Address: [•]
Fax no.: [•]
Email: [•]
If to Beneficiary Firm:
Attn: [•]
Address: [•]
Fax no.: [•]
Email: [•]
(ii) All notices given in accordance with Sub-Clause (i) above shall be deemed to have
been served as follows:
(a) if delivered by hand, at the time of delivery, when proof of delivery has been
obtained;
(b) if sent by registered or speed-post or by a nationally recognized courier service,
at the expiration of 7 (seven) days following posting; or
(c) if communicated by facsimile or e-mail, on receipt of confirmation of
successful transmission and delivery.
(iii) All notices communicated by facsimile or e-mail shall be followed by a copy thereof
being sent by speed post to the addressee. A notice or other communication received
on a day other than a business day, or after business hours in the place of receipt, shall
be deemed to be given on the next following business day in such place.
11.6 Authorized Representatives
Each of the Parties shall by notice in writing designate their respective authorized
representatives through whom only all communications shall be made. A Party hereto shall be
entitled to remove and/or substitute or make fresh appointment of its authorized representative
by similar notice.
11.7 Original Document
This Tripartite Agreement is made in one or more counterparts, each of which shall be deemed
to be an original.
11.8 Conflict
11.8.1 This Tripartite Agreement is solely for the benefit of the Parties and no other person or entity
shall have any rights hereunder.
11.8.2 Termination of this Tripartite Agreement shall not relieve any Party of any accrued rights,
obligations and liabilities arising out of, or caused by any act or omission of a Party, till the
effective date of such termination or arising out of such termination.
11.8.3 State Government and Beneficiary Firm shall not assign their rights under this Tripartite
Agreement without the prior written consent of the other Party. This Tripartite Agreement shall
be binding on and shall inure to the benefit of successors-in interest and permitted assigns of
the Parties.
[Signature page follows]
Page 10 of 14IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS TRIPARTITE
AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.
SIGNED SEALED AND DELIVERED BY
For: Ministry of Heavy Industries, For: Beneficiary Firm
Government of India
Name:
Name: Title:
Title:
For: State Government
Name:
Title:
Witnesses:
1. 2.
Name: Name:
Address: Address:
Page 11 of 14SCHEDULE A
[Details of Trunk Infrastructure]
Page 12 of 14SCHEDULE B
[Programme Agreement]
Page 13 of 14SCHEDULE C
[Letter of Award]
Page 14 of 14