DFA Wo CAPEX

Annexure 1: Distribution Franchisee Agreement
DISTRIBUTION FRANCHISEE AGREEMENT FOR INPUT BASE FRANCHISEE (without Capital Investment) AT DEOGARH DIVISION OF URBAN AREAS OF NESCO/WESCO/SOUTHCO This Agreement made at [Name of the Place]Burla this __ th day of [Month], [Year] between Western Electricity Company of Orissa Limited (WESCO)NESCO/WESCO/SOUTHCO,, a company registered under the Companies Act, 1956 having its registered office at Plot - N-1/22, Nayapalli, Bhubaneswar, Orissa 751015 [Address of the Utility] hereinafter referred to as [NESCO/WESCO/SOUTHCO] DISCOM (which expression unless repugnant to the context or meaning thereof shall include its successors and assigns) of the ONE PART And [Name of the CompanyFranchisee] a company registered under the Companies Act, 1956 having its registered office at .. hereinafterHereinafter referred to as the Distribution Franchisee (DF) (which expression unless repugnant to the context or meaning thereof shall include its successors and permitted assigns) of the OTHER PART. WHEREAS: 3A. NESCO/WESCO/SOUTHCO DISCOM is a Distribution Licensee under the provisions of the Electricity Act, 2003 (the Act) having license to supply electricity in [Name of the Franchise Area] Deogarh Division along with other areas in the State of Orissa. 4B. Under the provisions of the Act, NESCO/WESCO/SOUTHCO DISCOM is entitled to distribute electricity to a specified area within its licensed area of supply through another person referred to as Distribution Franchisee. 5C. For the purpose of sale and supply of electricity in the [Name of the Franchise Area] Deogarh Distribution Circle / Division of NESCO/WESCO/SOUTHCO the DISCOM as more particularly described hereinafter, NESCO/WESCO/SOUTHCO DISCOM selected _____________ Limited through the competitive bidding process. 6D. NESCO/WESCO/SOUTHCO DISCOM issued a Letter of Intent Nodated ..to accepted by the said M/sLimited and the same had been M/s.____________Ltd.
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7E.
The parties have agreed to record the terms and conditions for sale, purchase and distribution of the electricity and services to the consumers within the Franchise Area by
executing this Distribution Franchisee Agreement (DFA). 8F. The parties are fully aware that this Agreement is for sale and purchase of electricity and services to the consumers for distribution of electricity in Franchise Area through the Distribution Franchisee as contemplated under the Electricity Act 2003. NOW, THEREFORE, IN VIEW OF THE FOREGOING PREMISES AND IN CONSIDERATION OF THE MUTUAL COVENANTS, PREMISES AND AGREEMENTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS: ARTICLE 1: DEFINITION OF TERMS:
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Definition of Terms For the purpose of this Distribution Franchisee Agreement (including all its annexures), the following terms, phrases and their derivations shall have the meanings given below unless the context clearly mandates a different interpretation. Where the context so indicates, the present tense shall imply the future tense, words in plural include the singular, and words in the singular include the plural. The word shall is always mandatory and not merely directory. The definitions are applicable regardless of whether the term is written in capital letters. Agreement Representative Shall mean the persons nominated by the Parties as set forth in Article- 19.3 of this agreement. Average Billing Rate (ABR): ABR shall mean the sum product of total billed units and approved tariff in each Consumer category divided by total billed units in all Consumer categories in the franchised area. Average Revenue Realisation Shall mean the total revenue collected per unit of energy supplied by NESCO/WESCO/SOUTHCO DISCOM at Input Points of the franchised area on annualized basis. The same shall be computed as: Average Revenue Realisation in Rupees= Total Revenue Collected in Rupees / Total Energy Input in kWh.
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Base Year Shall mean the Financial Year 2010 - 112009-10 i.e. 1 April 200109 31 March 20110.
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BST rate Shall mean the Bulk supply purchase rate plus transmission charges plus wheeling charges etc. BSP rate Shall mean the rate at which DISCOM buys energy from GRIDCO as approved by OERC.
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Collection Efficiency Shall mean the ratio of revenue actually realized from consumers (including the subsidy amount, if any) and energy amount billed to Consumers (including the subsidy amount, if any), in percentage terms for a particular period and shall be calculated as below: Collection Efficiency = (Total Revenue collectedrealized from Consumers in rupees /Energy Billed to Consumers in rupees)*100
Revenue realized includes amount collected from the consumers of the franchised area for Energy charges, Customer charges, Fixed charges and PF penalty.
Complaint Means any written or electronic correspondence by a Consumer expressing dissatisfaction with the products services, or customer service of the Distribution Franchisee. Consumer Shall mean as defined under the Electricity Act, 2003. Contract Year Shall mean each successive period of one Twelve (12) year beginning from the Effective Date of this Agreement. DISCOM Distribution Assets
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Shall mean the assets created and employed by DISCOM in the Franchise Area, beyond the input points, for distribution of electricity including 33 KV, 11 KV and LT Lines, both overhead and underground, 33/11 KV Sub-stations, 11/0.4 KV Sub-stations, underground cables, electrical plant, control switch gear, meters etc with rated voltage 33 KV and below, service lines and other similar assets at the consumer end and other assets employed by DISCOM for distribution of electricity including all assets towards Fuse Call Centres, Billing / IT Centres, Collection Centres, Stores (except major Stores), Division/Sub-division Offices together with furniture, fixtures, IT hardware/software and communication equipments etc. It shall include vacant land owned by DISCOM identified for creation of sub-stations. DF shall not in any way sell, transfer, dispose off, alienate, mortgage or sub-let any of the aforesaid assets. No rent shall be charged by the DISCOM for the assets handed over to the franchisee. Distribution Means the supply and conveyance of electricity by means of distribution system. Distribution Assets Shall mean the assets employed by NESCO/WESCO/SOUTHCO DISCOM / Distribution Franchisee in the Franchise Area for distribution of electricity.
Distribution Losses Shall mean the difference between energy supplied at the Input Points of franchised area and Energy Billed to Consumers in the same area in percentage terms for a particular period and shall be computed as below: Distribution Losses = (Energy Intake at Input Points in kWh of franchised area less Energy Billed to Consumers in same area in kWh)/ (Energy Intake at Input Points in kWh of franchised area in kWh)*100 The above calculation excludes includes power purchased from any all the sources and supplied in franchised area.other than NESCO/WESCO/SOUTHCO.
Distribution System Means the system of wires and associated facilities equipments between the deliveryInput points of the franchised area on the transmission lines or the generating station connection and the point of connection to the installation of the Consumers. Effective Date
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Shall mean the date of handing over of the business operations of Franchise Area by NESCO/WESCO/SOUTHCO DISCOM to the Distribution Franchisee pursuant to this Agreement after the conditions precedent are satisfied. Such date shall be mutually decided by NESCO/WESCO/SOUTHCO DISCOM and the Distribution Franchisee.
Engineer-in-Charge Shall mean any person, nominated by each of the Parties as set forth in Article-19.3.
Expiry Date Shall mean the Ttwelveth (12) anniversary of the effective date or such extendedsuch extended period in terms of the provisions of DFA .
Expiry Payment Shall mean the payment to be made on expiry of the Agreement by either Party to the other Party as per Article-16 of this agreement. Extra High Voltage or EHV Shall mean any voltage equal to & above 33,000 Volts subject to permissible variations. Force Majeure Without limiting the general limitations of liability in any way arising under this Agreement neither party is responsible for failure or delay in performance of services or obligations hereby undertaken due to occurrence of any event of force Majeure (as instated under force majeure clause of this agreement)including acts of God, acts of any Government (de jure or de facto) or regulatory body or public enemy, war, riots, embargoes, industry-wide strikes, the reduction in supply due to outage of generation facilities/ transmission lines or any other causes, circumstances, or contingencies, whether of a similar or dissimilar nature to the foregoing, beyond the parties control, which cannot be reasonably forecast or prevented, thereby, hindering the performance by the parties of any of their obligations hereunder.
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Franchise Means the rights granted by NESCO/WESCO/SOUTHCO DISCOM to the Distribution Franchisee to act as a franchisee of NESCO/WESCO/SOUTHCO DISCOM to purchase and distribute electricity in the Franchise Area and all the rights, powers and authorities available to NESCO/WESCO/SOUTHCO DISCOM as a distribution licensee necessary to fulfill the obligations and responsibilities as contemplated under this Agreement and which can be conferred upon
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the Distribution Franchisee under the Electricity Act2003. The Franchisee Agreement shall be an Aagreement for the sale of power to the Franchisee for supply of the same to the DISCOMs consumers in the franchised area and for any other services, such as right to use the existing distribution network. Ninety percent of the Input Rates is deemed to be compensation for the sale of power and balance ten percent for the services component of the transaction. Franchise Area Shall mean the area as mentioned in the Article- 4.4 in respect of which the Distribution Franchisee shall act as a franchisee of NESCO/WESCO/SOUTHCODISCOM.
Franchisee Distribution Assets Shall mean the assets created and employed by Distribution Franchisee in the Franchise Area for distribution of electricity. GoOO Means the Government of Odisha Odisha/ andOrissa and any Ministry, Department, or any other Authority of the Government of OdhishaOdisha/Orissa. GRIDCO GRIDCO shall mean GRIDCO limited or its successors and assigns Input Energy Shall mean sum total of energy supplied through all Input Points to the franchised area. Input Points Shall mean the 33 KV or 11KV side of 220 KV and/or 132KV Substations or the interception points with the adjoining areas of the DISCOM of the franchised area and 132 KV side of the 132/11 KV Substation as specified in Annexure 1 and shall include such other EHV/HVEHT/HT substations or feeders or interception points, which may feed energy to the Franchise Area at the Effective date or subsequently added during the term of the Agreement. It includes the feeders subsequently to be added during the franchisee period. Input Rate Shall mean Rupees per unit of electricity supplied by the NESCO/WESCO/SOUTHCO DISCOM at the Input Points as per quoted in the accepted Financial Proposal of the bidder or the rate arrived at as per formula given in Article 7 of this agreement.in Annexure-4. Law
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Means, in relation to this agreement, all laws in force in India and would include any statute, ordinance, regulation, notice, circular, code, rule or direction, or any interpretation of any of them by a Governmental instrumentality and also includes all applicable Rules, Regulations, Orders, Directions, Notifications by a Governmental instrumentality pursuant to or under any of them and shall include all Rules, Regulations, Decisions, Directions and Orders of [Name of the State Regulatory Commission]. Major Incident Means an incident associated with the Distribution and retail supply of electricity in the Franchise Area, which results in a significant interruption of service, substantial damage to equipment, or loss of life or significant injury to human beings or Animals and shall include any other incident, which NESCO/WESCO/SOUTHCO DISCOM expressly declares to be a major incident. Significant interruption of service for this purpose shall mean interruption impacting more than 10,0001000 Consumers continuously for a period of more than 24 hours and substantial damage to equipment shall mean damage to Distribution Assets exceeding Rs 50 10 Lacs in gross value. OERC Shall mean the Orissa Electricity Regulatory Commission or its successors. Officer-in-Charge Shall mean any person nominated by each of the Parties as set forth in Article-19.3 of this agreement. OPTCL Shall mean the Orissa Power Transmission Corporation Limited and its successors and assigns. Open Access Shall mean open access as defined in the Electricity Act 2003 and in the regulations framed by the state electricity regulatory commission in this regard and as amended from time to time.
NESCO/WESCO/SOUTHCO Distribution Assets
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Shall mean the assets created and employed by NESCO/WESCO/SOUTHCO in the Franchise Area, beyond the input points, for distribution of electricity including 33 KV, 11 KV and LT Lines, both overhead and underground, 33/11 KV Sub-stations, 11/0.4KV Sub-stations, underground cables, electrical plant, control switch gear, meters having design voltage 33 kV and below, service lines and other similar assets at the consumer end and other assets employed by NESCO/WESCO/SOUTHCO for distribution of electricity including all assets including Fuse Call Centres, Billing/IT Centres, Collection Centres, Stores (except major Stores), Division/Subdivision Offices together with furniture, fixtures, IT hardware/software and communication equipments. It shall include vacant land owned by NESCO/WESCO/SOUTHCO identified for creation of sub-stations. DF shall not in any way sell, transfer, dispose off, alienate, mortgage or sub-let any of the aforesaid assets. No rent shall be charged by the NESCO/WESCO/SOUTHCO for the assets handed over to the franchisee. Open Access Shall mean open access as defined in the Electricity Act 2003. Person Shall include any company or body corporate or association or body of individuals, whether incorporated or not, or artificial juridical person.
Prudent UtilityDISCOM Practices Shall mean the practices, methods and standards that are generally accepted nationally from time to time by electric utilities for the purpose of ensuring the safe and efficient distribution of electricity, operation and maintenance of Distribution Assets, billing and collection of distributed power etc. Public Right of Way Shall mean the surface, the air space above the surface, and the area below the surface of any public street, highway, lane, path, alley, sidewalk, bridge, tunnel, parkway, waterway, easement, or similar property within the Franchise Area, which, consistent with the purposes for which it was dedicated, may be used for the purpose of installing and maintaining the system. No reference herein to a Public Right-of-Way shall be deemed to be a representation or guarantee by NESCO/WESCO/SOUTHCO DISCOM that its interest or other right to control the use of such property is sufficient to permit its use for such purposes, and the Distribution Franchisee shall be deemed to gain only those rights to use as are vested in NESCO/WESCO/SOUTHCO DISCOM and as the NESCO/WESCO/SOUTHCO DISCOM may have the right and power to give.
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Rebate Date shall mean 48 hours from the delivery date of invoice
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OERC Shall mean the [Orissa Electricity Regulatory Commission], or its successors. OPTCL Shall mean the Orissa Power Transmission Company Limited and its successors and assigns. SLDC Shall mean the State load dispatch centre of Odisha/Orissa Termination Payment Shall mean the payment to be made on Termination of the Agreement by either Party to the other Party as per Article-16 of this Agreement. Total Revenue Collected Shall mean amount collected from the consumers of the franchised area under the account of Energy charges, Customer charges, Fixed/Demand charges and PF penalty/Incentive. Yearly Floor Input Price Yearly floor input price (YFIP) is the minimum input rate below that the prospective bidder cannot quote input price for the relevant year.
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ARTICLE 2:
CONDITIONS PRECEDENT & SUBSEQUENT TO THE AGREEMENT
ARTICLE 2.1: CONDITIONS PRECEDENT TO BE SATISFIED BY THE DISTRIBUTION FRANCHISEE & NESCO/WESCO/SOUTHCODISCOM 6.1.12.1.1 Submission of Payment Security Deposit
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The Distribution Franchisee shall secure the payment security deposit by providing Letter of Credit to the satisfaction of NESCO/WESCO/SOUTHCO DISCOM from any nationalized bank or Scheduled Bank for an amount equivalent to two months estimated amount payable to NESCO/WESCO/SOUTHCO DISCOM at any Bank in Bhubaneswar / Burla by Distribution Franchisee based on energy input at Input Points in Franchise Area and Input Energy Rate quoted by the Distribution Franchisee alongwith two months average collection of all other applicable charges in addition to Input charges as per Article 7 during the base year for first year of Franchisee term and subsequent year thereafter at the beginning of each year. NESCO/WESCO/SOUTHCO DISCOM and [Name of the Distribution Franchisee] shall also sign a Default Escrow Agreement and the Agreement to Hypothecate Cum Deed of Hypothecation for the purpose of collateral arrangement. This payment security mechanism shall be governed as per conditions stipulated in Article-11 of this Agreement. The Earnest Money Deposit shall be refunded by DISCOM on submission of Security Deposit by the Franchisee. 6.1.2 Infrastructure Roll-out Plan The Distribution Franchisee shall submit an Infrastructure roll-out plan to NESCO/WESCO/SOUTHCO for the minimum capital investment to be carried out by the franchisee over the period of 5 years from the effective date as mentioned in Article 5.2.2 . Such investment plan shall be indicative and for the purpose of information sharing with the Utility on the approach to be adopted by the franchisee for lowering the T&D losses in the initial contract period. All investments of amount more than 1 Cr by the Franchisee shall be subject to approval of NESCO/WESCO/SOUTHCO and OERC except that mentioned in Article 5.2.13. NESCO/WESCO/SOUTHCO shall facilitate the Distribution Franchisee in approaching the [Name of the State Regulatory Commission] for approval of the Infrastructure Roll-out Plan. 6.1.32.1.2 Completion of Audit of Various Parameters
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The Joint Audit Team of NESCO/WESCO/SOUTHCO DISCOM and the Distribution Franchisee shall complete an audit of the parameters listed below: 6.1.3.12.1.2.1 Past energy input and amount collected;
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6.1.3.22.1.2.2 Opening level of Inventory; 6.1.3.32.1.2.3 Ongoing Contracts as on Effective Date; and 6.1.3.4 Determination of Average Billing Rate for the base year for the purpose of Article7.Since the baseline parameters of the preceding financial year have already been audited by an independent third party auditor the Average Billing Rate (net of Subsidy) for the Base Year at Rs ____ per unit shall be treated as frozen for the purpose of this agreement. 6.1.42.1.3 Calibration of Meters
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The authorized representatives of NESCO/WESCO/SOUTHCO DISCOM, [Name of the Transmission Utility] and the Distribution Franchisee shall conduct a joint Calibration of the interface meters (Main and or Check meters) at the Input points. Where the meters are installed at 132 kV or 220 kV grid substations in the possession of OPTCL the calibration done by the OPTCL shall be acceptable to DISCOM and DF. Check meters shall be installed at all the interface metering points, if not available. All the meters including check meters shall have AMR facility. In case of non functioning or defective main meter, the readings of the check meter shall be used for billing purpose. 6.1.52.1.4 Methodology to compute Distribution Losses and Collection Efficiency for each
year during the term of this Agreement shall be jointly finalized. 6.1.62.1.5 1.(a) Authorisation to DFranchisee to Represent Sufficient number of officers of the Distribution Franchisee being responsible shouldshall make all out efforts to prevent the unauthorized use and pilferage of electricity in Franchise Area and be authorized the franchisee shall also associate with the DISCOMs authorized officer for handling such cases underUnder Section 126, Section 135(1A) and Section 135 (2) of the Electricity Act 2003 for taking necessary action to prevent the unauthorized use, theft and pilferage of electricity in Franchise Area. The Franchisee must inform the utility about the categories of officers and the relevant sections of the Electricity Act, 2003 for which authorization is needed. 2.(b) Sufficient number of officers of the Distribution Franchisee should be authorized for representing before the SOERC, Consumer Grievance Redressal Forums, Ombudsman, Consumer Courts, etc. 3.(c) The Franchisee should also be allowed to represent to the State Transmission UtilityDISCOM, OPTCL and SLDC for 1.i. augmenting the transmission capacity matching with the growth in distribution network
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1.ii. metering of input points including calibration of meters wherever the meters are installed at the grid substation under the possession of OPTCL. iii. matters relating to load dispatch and grid discipline 1.iv. Implementation of Intra State ABT 6.1.72.1.6 All the conditions precedent stated herein above shall be satisfied within 60
(sixty) days of signing of this Agreement or such further period as may be extended by the parties mutually. If, the Distribution Franchisee fails to satisfy Article 2.1 above, within the stipulated duration, NESCO/WESCO/SOUTHCO DISCOM shall be entitled to terminate this Agreement and forfeit the earnest money deposit of the Distribution Franchisee at its discretion. ARTICLE 2.2: CONDITIONS SUBSEQUENT TO BE SATISFIED BY THE DISTRIBUTION FRANCHISEE AND NESCO/WESCO/SOUTHCODISCOM 7.1.12.2.1 Arrears Determination:
The Joint Audit Team of NESCO/WESCO/SOUTHCO DISCOM and the Distribution Franchisee shall complete an audit of: 2.2.1.1 2.2.1.21 Opening Asset Register, Opening level of arrears from the consumers which are connected to the distribution network two months prior to the effective date; 2.2.1.32 Segregation into permanently disconnected and current live arrears as defined in this agreement; 2.2.1.4 2.2.1. Ageing analysis of current live arrears up to a period of three months;2.2.1.3 Credit Balance from Consumers; herein it shall mean the outstanding credit balance on consumer name on account of advance payment made by consumer or otherwise prior to effective date. Such amount shall not be considered under pre franchisee arrear computation and 2.2.1.6 7.1.2 Joint verification of permanently disconnected Consumers.
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Methodology to compute Average Billing Rate (ABR) tariff for each billing period for the purpose of Article-7 during the term of this Agreement shall be jointly finalized before the effective date.
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7.1.32.2.2
NESCO/WESCO/SOUTHCO DISCOM shall identify the Consumers for which
Service Connection Charges (SCC) have been received by it, but connections have not been provided. The DF shall be required to take necessary action for release of all those connections which have been applied for but not released as on the date of hand over. For this purpose, either the Service Connection Charges already deposited by the consumer shall be transferred to the DF or the installation material for such connections shall be issued by NESCO/WESCO/SOUTHCO DISCOM to the Distribution Franchisee and further supervision charges received from the Consumers, if any, towards such connections shall be remitted to the Distribution Franchisee. 7.1.42.2.3 All the conditions subsequent stated above shall be satisfied within thirty (30)
days except for condition mentioned in Article 2.2.1.1 .5 which shall be completed within six months time, from the Effective Date or such further time as may be mutually extended by the Parties. ARTICLE 3: TERM OF AGREEMENT
8.13.1 Term of Agreement The term of the Distribution Franchise shall be for a period of Twelve yearsTwelve (12) years from the Effective Date which shall be extendable by 2 years with mutual consent. 8.23.2 Early Termination This agreement can be terminated before the expiration of the Franchisee Period as per the provisions of Article-16 and Article-3.3 of this Agreement. 8.33.3 Event of Abandonment If the Distribution Franchisee ceases to operate all and/or any substantial part of the Distribution System for a period of forty-eight (48) consecutive hours without the prior written consent of NESCO/WESCO/SOUTHCO DISCOM, then NESCO/WESCO/SOUTHCO DISCOM or its designates shall be entitled to immediately enter any and/or all of the site(s) and operate the Distribution System, provided however that: An event of abandonment shall not have been set to occur, if the cessation of operation has resulted from 9(i) an event of Force Majeure; or 10(ii) a scheduled outage; or 11 non-supply of power by NESCO/WESCO/SOUTHCO as per Article 16.2(a) over a period of one year.
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It is however expressly agreed that if the Distribution Franchisee is proceeding with diligence and good faith to overcome or remedy such event and such event is overcome or remedied within a further period of forty-eight (48) hours, then such an event shall not be treated as an event of abandonment. It is hereby expressly agreed that all third party liabilities arising out of the event of abandonment shall be borne by the Distribution Franchisee alone. The Distribution Franchisee shall indemnify and hold NESCO/WESCO/SOUTHCO DISCOM harmless against the same as provided in Articles 14.1.2. The Distribution Franchisee shall compensate NESCO/WESCO/SOUTHCO DISCOM for the losses suffered by NESCO/WESCO/SOUTHCODISCOM, if any, as provided in Article 14.1.3.
8.43.4 Survival The expiry or termination of this Agreement shall not affect accrued rights and obligations of the parties under this Agreement, nor shall it affect any continuing obligations for which this Agreement provides, either expressly or by necessary implication post its expiry or termination.
ARTICLE 4:
GRANT OF DISTRIBUTION FRANCHISE

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10.14.1 Grant of Franchise Subject to the terms and conditions of this Agreement and the Act,
NESCO/WESCO/SOUTHCO DISCOM agrees to sell/supply electricity to the Distribution Franchisee at annual Input Energy Rates for further distribution in the Franchise Area and the Distribution Franchisee hereby agrees that it shall perform all the obligations and accept all the liabilities of NESCO/WESCO/SOUTHCO DISCOM as the Distribution Licensee for the Franchise Area as stipulated in the Laws of the land, as if they were to apply to the Distribution Licensee and other activities as stipulated in this Agreement . In consideration of the above, the Distribution Franchisee shall have Right to Use the NESCO/WESCO/SOUTHCO DISCOM Distribution Assets and all other rights, powers and authorities available to NESCO/WESCO/SOUTHCO DISCOM as a Distribution Licensee to perform its obligation under this Agreement. Distribution Franchisee however shall not be the owner of NESCO/WESCO/SOUTHCO DISCOM Distribution Assets. 10.24.2 Legal Status of Distribution Franchisee
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25"
Page 14 of 95
The Distribution Franchisee shall be a franchisee of the NESCO/WESCO/SOUTHCO DISCOM as defined under the Act and it shall not be a licensee under Section 14 of the Act.
10.34.3 Exclusivity The Distribution Franchisee will be the exclusive franchisee of NESCO/WESCO/SOUTHCO DISCOM in the Franchise Area. The Distribution Franchisee shall not be entitled to assign or transfer in any manner its rights and obligations under this Agreement to its affiliate or any other third party without the prior approval of NESCO/WESCO/SOUTHCO DISCOM. However the Distribution Franchisee may appoint the sub-contractor(s) for outsourcing some of its activities with a prior three days written intimation to NESCO/WESCO/SOUTHCO. It is however clarified that the Distribution Franchisee alone shall be liable and responsible to NESCO/WESCO/SOUTHCO DISCOM for the due performance of this Agreement and any default / breach of any of the terms and conditions of this Agreement by any such sub-contractor shall be deemed to be a default / breach by the Distribution Franchisee.
10.44.4 Franchise Area The Franchise Area at present contains input points as detailed in Annexure - 1. In case the details provided in the Annexure-1 is different from the Joint Audit report, the conclusions of the Joint Audit report shall be final and Annexure-1 shall stand amended accordingly. Notwithstanding this Joint Audit Report, the Input Energy Rates quoted by the Distribution Franchisee with the Financial Proposal for the contract period shall remain unchanged. 10.54.5 Regulatory Interface Both parties agree to subject themselves to the Regulatory Interface with OERC for approval of Planned Investments as specified in this AgreementAgreement as specified in this agreement, as may be required if the value of such investments exceed Rupees One Crore in any Financial Year. 10.64.6 Effect of Acceptance
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Not Highlight
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Not Highlight Formatted: Not Highlight
Page 15 of 95
By accepting the Franchisee and executing this Distribution Franchisee Agreement, the Distribution Franchisee accepts and agrees to comply with the provisions of this Distribution Franchisee Agreement and the Electricity Act 2003 and regulations framed thereunder. 10.74.7 Directions Distribution Franchisee shall comply with NESCO/WESCO/SOUTHCO DISCOM directives issued for compliance of the Laws, Regulations, Orders and Directives of OERC. However, the Distribution Franchisee shall have option of following alternative methods for complying with the applicable Laws, Regulations, Orders and Directives of OERC with prior intimation to DISCOM.
10.84.8 Intent It is the intent of both the parties that each party shall enjoy all rights and be subject to all obligations of this Distribution Franchise Agreement for the entire term of the Agreement and to the extent any provisions have continuing effect, after its expiration. 4.9 Intra state ABT compliance Distribution Franchisee shall comply with the directions of DISCOM and SLDC for the implementation of intrastate ABT and will be subject to levy of Unscheduled Interchange charges (UI) as applicable from time to time. ARTICLE 5: ACTIVITIES OF DISTRIBUTION FRANCHISEE
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Don't keep lines together
Formatted: + Level: 2 + Start at: 1 + + Tab after:
List Paragraph, Outline numbered Numbering Style: 1, 2, 3, + Alignment: Left + Aligned at: 0" 0.25" + Indent at: 0.25"
Formatted: Font: Calibri, 11 pt, Bold
12.15.1 Right of Use to NESCO/WESCO/SOUTHCO DISCOM Distribution Assets 12.1.15.1.1 The Distribution Franchisee shall be entitled to use the
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: No bullets or numbering
NESCO/WESCO/SOUTHCO DISCOM Distribution Assets to perform its obligation under this Agreement. NESCO/WESCO/SOUTHCO DISCOM shall, however, continue to be the owner of such assets. 5.1.2 12.1.2 12.1.35.1.3 Distribution Franchisee shall use and maintain such assets at its own cost to keep them in good working condition as per Prudent UtilityDISCOM Practices. 12.1.45.1.4 Distribution Franchisee shall not dispose off or alienate or in any way encumber The OpeningThe Opening Asset Register of the Franchise Area shall be verified and signed by both the parties in compliance to the provisions of Article 2.2.1.1.
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
such assets without prior written approval of NESCO/WESCO/SOUTHCO.DISCOM
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12.1.55.1.5
If any such asset is scrapped, the same shall be deposited at the
majordesignated store of the NESCO/WESCO/SOUTHCO DISCOM at [Name of the Franchise Area] by the Distribution Franchisee at its cost. NESCO/WESCO/SOUTHCO DISCOM shall duly identify the scrap against its Asset register and update the Asset Register. 12.1.65.1.6 On termination/ expiry of this agreement, the Distribution Franchisee shall,
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
without demur, hand over physical possession/ custody of NESCO/WESCO/SOUTHCO DISCOM Distribution Assets in same condition, subject to normal wear and tear and as per Article 5.1.5 of this agreement. 12.1.75.1.7 Any shortfall in the quantity of NESCO/WESCO/SOUTHCO DISCOM Distribution
Assets verified and recorded in the joint audit report shall be recovered from the Distribution Franchisee at the cost of replacement of such asset. The Distribution Franchisee will have the option to replace such missing or lost equipment (shortfall) with comparable equipment. 12.1.85.1.8 If the Distribution Franchisee uses NESCO/WESCO/SOUTHCO DISCOM assets Assets, separate charges, as specified by
that have not been transferred as a part of NESCO/WESCO/SOUTHCO DISCOM Distribution NESCO/WESCO/SOUTHCO,DISCOM, NESCO/WESCO/SOUTHCO.DISCOM. 12.2 New Capital Expenditure for the use of the same shall be payable to
Formatted: No bullets or numbering, Tab stops: Not at 0.5" Formatted: No bullets or numbering
12.2.1 The Distribution Franchisee shall plan and implement capital expenditure to improve efficiencies, upgrade infrastructure etc. as is deemed necessary by it. 12.2.2 Distribution Franchisee shall provide for capital expenditure to improve efficiencies, augment and upgrade infrastructure, reduction in Distribution Losses and improvement in quality of supply in the Franchise Area as per its Minimum Capital Investment Plan for the contract period. The Distribution Franchisee shall make a minimum investment of Rs Rs. 40 Crores spread over a period of first 2 years. . 12.2.3 Such capital expenditure implemented by the Distribution Franchisee would include replacement of Distribution Assets.
Formatted: Not Highlight Formatted: No bullets or numbering
Formatted: No bullets or numbering
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12.2.4 The cost of all such capital investment shall be borne by the Distribution Franchisee. The input energy rates quoted by the Distribution Franchisee shall be deemed to have taken into account the cost of finance and depreciation on account of these investments. 12.2.5 The Distribution Franchisee shall ordinarily arrange the funds required for meeting its capital expenditure. However, in case there is any capital investment funding scheme like RAPDRP proposed by Government of India or the State Government or any Department or Undertakings thereof or any multilateral funding organizations, which is available to NESCO/WESCO/SOUTHCO as Distribution Licensee and permitted to be implemented during Franchisee period by or through Distribution Franchisee, at terms and conditions which, in the opinion of the Distribution Franchisee, are better than those available to it from its own sources, then at the request of the Distribution Franchisee and detailed project reports to be prepared and submitted by the Distribution Franchisee to NESCO/WESCO/SOUTHCO within the scope of such funding schemes, NESCO/WESCO/SOUTHCO shall endeavor to get sanction of and avail such schemes and get the same implemented in the Franchise Area through the Distribution Franchisee. There shall be a back to back arrangement between NESCO/WESCO/SOUTHCO and the Distribution Franchisee with negotiated terms and conditions along with requisite bank guarantees mechanism for meeting the finance cost and loan liabilities of such schemes. For this purpose, NESCO/WESCO/SOUTHCO shall make payment of the interest and repayment of loan to the funding agency in the first place and seek reimbursement of the same from the Distribution Franchisee on monthly basis. This arrangement shall continue till such loan has been fully repaid by NESCO/WESCO/SOUTHCO. In such a case, at the expiry of the contract period, the DF shall also get depreciated cost of such assets from NESCO/WESCO/SOUTHCO. However, if either the contract is terminated before the contract period or in case of expiry of the contract period, the loan is not fully repaid, then the DF shall settle the outstanding loan and get depreciated value of the assets from NESCO/WESCO/SOUTHCO or upon his failing to do so, NESCO/WESCO/SOUTHCO shall make payment towards repayment of such outstanding loan and settle the same against the depreciated cost of assets. If any such loan is converted into grant at any stage under the policy of Government of India or State Government or any Department or Undertakings thereof or the said multilateral funding agency, then the benefit of such grant, in terms of refund of interest and principal amount, shall be passed on to the Franchisee but the NESCO/WESCO/SOUTHCO shall retain the assets covered under such grant without any obligation to pay for the depreciated cost of those assets. 12.2.6 The Distribution Franchisee shall also maintain a separate record of the Distribution Assets purchased by it with all details and particulars. It shall also make entries of these assets in the asset register.
Page 18 of 95
12.2.7 Upon expiry/termination of this Agreement, Distribution Franchisee shall hand over all the NESCO/WESCO/SOUTHCO and Franchisee Distribution Assets of Franchise Area, to NESCO/WESCO/SOUTHCO in working condition subject to normal wear and tear. The Distribution Franchisee shall not have a right to take back these assets, if the same are to be compensated by NESCO/WESCO/SOUTHCO in terms of the Agreement. 12.2.8 On the expiry/termination of this Agreement, NESCO/WESCO/SOUTHCO shall compensate Distribution Franchisee for the Distribution Assets added by Distribution Franchisee, to the extent funded by the Distribution Franchisee, at the depreciated value of such assets. 12.2.9 Such assets in normal working condition shall be transferred to
NESCO/WESCO/SOUTHCO at the depreciated value in the audited books of accounts of the Distribution Franchisee based on an average rate of depreciation rate of 8% per annum or the rate approved by OERC.
Formatted: Indent: Left: 0", First line: 0"
12.2.10 The Distribution Franchisee shall submit details of the assets added by it on a quarterly basis, and the value of such assets shall be certified by NESCO/WESCO/SOUTHCO as acceptable. Such certification shall be done within a period of 90 (ninety) days from the date of creation of such asset. 12.2.11 Any land to be purchased for the purpose of construction of sub-station shall be provided by the NESCO/WESCO/SOUTHCO. In case the franchisee purchases any such land after taking due permission from the Utility, the cost of such land shall be remitted by the NESCO/WESCO/SOUTHCO to the franchisee at the expiry of the contract along with the interest @ 14% per annum there on . Such land shall be transferred in the name of the Utility after the expiry of the contract and remittance of the due amount to the franchisee by the NESCO/WESCO/SOUTHCO.
Comment [d1]: To be decided by MD Formatted: No bullets or numbering
Formatted: Indent: Left: 0"
12.2.12Notwithstanding anything stated above, all investments shall be planned and

implemented keeping in view the distribution license conditions of NESCO/WESCO/SOUTHCO and following the procedures as prescribed therein.
Formatted: Indent: Left: 0"
12.2.13 All the investment schemes requiring approval from OERC i.e. Capital Expenditure involving an amount of over Rs 1 Crores per annum, shall be submitted by the Distribution Franchisee through NESCO/WESCO/SOUTHCO which will facilitate its approval from OERC. Any investment made in violation of these conditions which is rejected by the OERC or NESCO/WESCO/SOUTHCO, shall not be compensated, as provided for in 5.2.8 above, by NESCO/WESCO/SOUTHCO.
Page 19 of 95
Formatted: Tab stops: 0.5", Left
12.35.2 Inventory of O&M Spares 12.3.15.2.1 NESCO/WESCO/SOUTHCO DISCOM will hand over the inventory of O&M spares
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight
available in the Franchise Area as is there basis to the Distribution Franchisee on the Effective Date of this Agreement. Further, for the period of first three months from Effective Date, NESCO/WESCO/SOUTHCO DISCOM may arrange to issue O&M spares to the Distribution Franchisee at its request, subject to availability, and at rates decided by NESCO/WESCO/SOUTHCO.DISCOM. 12.3.25.2.2 Upon termination/expiration of this Agreement, Distribution Franchisee shall
return the inventory of O&M spares to NESCO/WESCO/SOUTHCO DISCOM in the same form and quantity as specified in Article 5.23.1. In case of non availability of similar specification of material, Distribution franchisee shall submit the material with specification as accepted by DISCOM. 12.3.35.2.3 Distribution Franchisee shall compensate NESCO/WESCO/SOUTHCO DISCOM for
the difference between the inventory levels in quantity terms on Effective Date and that on date of termination/expiration, to eliminate any risk with respect to inflation. 12.3.45.2.4 NESCO/WESCO/SOUTHCO DISCOM shall compensate the Distribution
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Comment [d2]: To be decided by MD Formatted: Not Highlight Formatted: Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Not Highlight
Franchisee for the inventory of O&M spares at termination / Expiry of Agreement at latest price ledger of the DISCOM for the particular item acquisition price as may be applicable provided that, the maximum inventory that shall be taken over by NESCO/WESCO/SOUTHCO DISCOM shall not be more than the minimum inventory norms of NESCO/WESCO/SOUTHCO DISCOM from time to time. 12.45.3 Supply of Energy 5.3.1 NESCO/WESCO/SOUTHCO DISCOM shall supply minimum energy at Input Points as per Annexure 34. However, this supply may vary subject to SLDC Directives on load shedding. Without prejudice to the foregoing, NESCO/WESCO/SOUTHCO DISCOM shall not discriminate in the supply of power between the Franchise Area and its other Distribution areasDivisions. 12.4.1 12.4.25.3.2 In case NESCO/WESCO/SOUTHCO DISCOM is unable to provide sufficient energy to meet the requirement of the franchise area, the franchisee may request NESCO/WESCO/SOUTHCO DISCOM to source the energy, that is in deficit, from the open market. As regards the mechanism, while the franchisee will identify and procure power from diverse sources, the agreements for purchase of power shall be executed by
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Don't keep lines together, Tab stops: 0.5", Left Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Don't keep lines together, Tab stops: 0.5", Left
Page 20 of 95
the UtilityDISCOM as the principal Party. NESCO/WESCO/SOUTHCO DISCOM will have to comply with Section 86(1)(b) of the Electricity Act, 2003 by making necessary applications to OERC for scrutiny and approval even if the power is procured specifically for the Franchisee area. NESCO/WESCO/SOUTHCO DISCOM shall be responsible for justifying the need for power, its price, its contractual arrangement under power purchase agreements, for scrutiny and approval of OERC. The DF will identify the additional sources of power purchase and the rate for the same, and NESCO/WESCO/SOUTHCO DISCOM will enter into Power Purchase Agreements (PPAs) with contracted parties for power purchase. NESCO/WESCO/SOUTHCO DISCOM will enter into tri-partite PPAs with the Franchisee as one of the Parties to the PPA. Such electricity purchase (including price) and power procurement process of the NESCO/WESCO/SOUTHCO DISCOM will be subject to regulation by OERC underOERC under the provisions of Section 86(1)(b) of the Electricity Act 2003 and approval from Board of Directors (BoD) of DISCOM. The required quantum of additional power shall be allocated to the franchisee area. Upon termination or expiry of this agreement during the franchisee period, such procured power under the said PPA shall be fully assigned to DISCOM for usage not limited to supply in the franchisee area only. 12.4.35.3.3 NESCO/WESCO/SOUTHCO DISCOM shall also assist the Franchisee in obtaining
Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
information from OPTCL [Name of the State Transmission Company] about the transmission capacity for power purchase. 12.4.45.3.4 Such scheme will be implemented only after approval of OERC.
NESCO/WESCO/SOUTHCO DISCOM will have no responsibility or liability if such scheme is not approved/ rejected by OERC. 12.4.55.3.5 In case of procurement of power from sources other than
NESCO/WESCO/SOUTHCO,DISCOM, the wheeling charges shall be payable by Distribution Franchisee for using the network other than that of the distribution network of the NESCO/WESCO/SOUTHCO DISCOM for distribution of power in the Franchise Area and shall be levied on the franchisee as per regulations. 12.4.65.3.6 The Distribution Franchisee shall not sell the Input Energy to anyone outside the
Franchise Area. 12.4.75.3.7 The Distribution Franchisee shall strictly adhere to the planned load shedding
schedule of NESCO/WESCO/SOUTHCO DISCOM based on directives issued by SLDC.
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12.4.85.3.8
The Distribution Franchisee shall also follow the instructions of OPTCL[Name of
the State Transmission Company] / State Load Dispatch Centre for grid discipline/Planned shutdown. 12.55.4 Liabilities and Obligations The Distribution Franchisee shall accept all liabilities and perform all obligations of the distribution licensee in the Franchise Area as a franchisee of NESCO/WESCO/SOUTHCO DISCOM, in compliance with the Law, Regulations and Directives of OERC issued from time to time as if they were to apply to licensee and directives of NESCO/WESCO/SOUTHCO DISCOM for compliance of laws, regulations, orders and directives of NESCO/WESCO/SOUTHCODISCOM. The broad scope of work would be as follows: 12.5.15.4.1 Undertake distribution & supply of power to the Consumers of
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0.19", Hanging: 0.63", Outline numbered + Level: 4 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: Not at 0.5" Formatted: Indent: Left: 0.81", No bullets or numbering Comment [d3]: To be discussed with MD
NESCO/WESCO/SOUTHCO DISCOM in the Franchise Area adhering to the OERC Licensee regulation and standards of performance regulation,2004.. 12.5.25.4.2 12.5.35.4.3 5.4.3.1 Undertake all Operation & Maintenance related activities in Franchise Area. Treatment of Ongoing Contracts Distribution Franchisee (DF) shall be responsible for administering and maintaining the ongoing contracts entered into by NESCO/WESCO/SOUTHCO.DISCOM 12.5.3.1
Formatted: Font: 11 pt, Not Highlight Formatted: Indent: Left: 0.19", Hanging: 0.63", Outline numbered + Level: 4 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: Not at 0.5" Formatted: Default Paragraph Font, Font: Calibri, 11 pt Formatted: Font: 11 pt, Not Highlight Formatted: Not Highlight Formatted: Font: 11 pt, Not Highlight Formatted: Font: Calibri, 11 pt, Not Highlight Formatted: Font: 11 pt, Not Highlight Formatted: Indent: Left: 0.19", Hanging: 0.63", Outline numbered + Level: 4 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: Not at 0.5" Formatted: Indent: Left: 0.19", Hanging: 0.63", Outline numbered + Level: 4 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: Not at 0.5" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25"
12.5.3.25.4.3.2
works
DF may carry out amendment in contracts, if need be, except for capital in progress subject to contractual obligations between
NESCO/WESCO/SOUTHCO DISCOM and the respective Contractor. The DF shall keep NESCO/WESCO/SOUTHCO DISCOM completely indemnified in this regard.
12.5.3.35.4.3.3
DF may take up and complete the work in progress for Capital
Investment in case the UtilityDISCOM so desires and deduct the investments from the input energy amount payable to the utilityDISCOM. 12.5.3.45.4.3.4 Any legal liability or any other such liability on completed contracts shall
be borne by NESCO/WESCO/SOUTHCO DISCOM and DF shall be completely indemnified in this regard. 12.65.5 Technical Duties and Responsibilities of the Distribution Franchisee The broad duties and responsibilities would include, but not limited to, the following activities:
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12.6.15.5.1
Load Forecast
The Distribution Franchisee shall carry out demand estimation / load forecast of the Franchise Area periodically and apprise the same to NESCO/WESCO/SOUTHCO.DISCOM
12.6.25.5.2
Energy Audit
The Distribution Franchisee shall carry out energy audit on a monthly basis and submit a report of the same to NESCO/WESCO/SOUTHCO.DISCOM. The methodology for the same has been enclosed at Annexure - 2. 12.6.35.5.3 Operation, Repair & Maintenance and Up gradation
The Distribution Franchisee shall at its own cost perform: 5.65.3.1 Operation and maintenance of Distribution Assets from the start of input feeders of Franchise Area 5.65.3.2 Operation and maintenance of sub-stations and transformer stations 5.56.3.3 Installation and replacement of metering devices and carry out meter reading of, monitoring all feeders and distribution transformers 5.65.3.4 Repair, maintain and replace failed distribution transformers as per the applicable Supply Code and Standards of Performance notified by OERC 5.56.3.5 Maintain a minimum level of rolling stock of transformers and other necessary material 5.56.3.6 Upgrade, renovate and maintain the existing distribution network/ systems/ IT assets and systems as per Prudent UtilityDISCOM Practices and the standards that may be prescribed by OERC. 5.56.3.7 For carrying out day-to-day maintenance work, if shutdown is required from EHVEHT station on any feeder, the Distribution Franchisee shall apply for proper permit from the concerned OPTCL[Name of the Transmission Company] -EHVEHT substation. Such permit shall be returned to concerned EHVEHT substation immediately after the work is completed. The Distribution Franchisee shall also intimate schedule of planned outages to the concerned EHVEHT substation and maintain day-to-day coordination for smooth operation of transmission network 5.56.3.8 Maintain a minimum power factor of 0.9085 at the input points or as applicable under the Regulation of OERC from time to time. 12.6.45.5.4 Compliance with standards
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5.65.4.1
The Distribution Franchisee shall take all reasonable steps to ensure that all
Consumers within the Franchise Area receive a safe and reliable supply of electricity as defined by OERC. 5.56.4.2 The Distribution Franchisee shall be responsible for complying with all Indian ActElectricity & Rules related to Electricity in the country, OERC Standards, Regulations and other Directives as issued and modified from time to time and as applicable to any distribution licensee. Any penalty imposed on NESCO/WESCO/SOUTHCO DISCOM by OERC or any other Government Authority on account of failure of the Distribution Franchisee in compliance shall be borne by the Distribution Franchisee. 5.56.4.3 The Distribution Franchisee shall conduct its franchised business in the manner, which it considers to be best calculated to achieve the Overall Performance Standards for provision of Supply of services and the promotion of the efficient use of electricity by Consumers pursuant to Electricity Act 2003. 12.6.55.5.5 14(A) Consumer Service
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0", Numbered + Level: 1 + Numbering Style: A, B, C, + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Tab after: 0.75" + Indent at: 0.75", Tab stops: Not at 0.75"
Electricity Supply Code The Distribution Franchisee shall: a) Comply with Electricity Supply Code and other conditions of supply as approved and modified by OERC from time to time. Any penalty imposed on NESCO/WESCO/SOUTHCO DISCOM by OERC for non-compliance shall be borne by the Distribution Franchisee; b) Bring to the notice of the Consumers the existence of the Supply Code (and conditions of supply) as approved and modified by OERC from time to time, including its substantive revision and their right to inspect or obtain a copy in its latest form; c) Make available a copy of the Supply Code (and conditions of supply) as approved and modified by OERC from time to time revised from time to time, for inspection by the public during normal working hours; and d) Provide free of charge a copy of the Supply Code (and conditions of supply) as revised from time to time to each new Consumer, and to any other person who requests it at a price not exceeding the cost of duplicating it.
15(B)
Consumer Complaint Handling The Distribution Franchisee shall comply with the complaint handling procedure approved by OERC. The Distribution Franchisee shall:
Formatted: Indent: Left: 0", Numbered + Level: 1 + Numbering Style: A, B, C, + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Tab after: 0.75" + Indent at: 0.75", Tab stops: Not at 0.75"
Page 24 of 95
a)
Establish within a period of one yearsix month from the Effective Date, at least one Consumer Service Centre as per minimum specifications placed at Annexure-3 for Consumer Complaints and redressal system.
b) c)
Redress commercial and billing Complaints. Make available, on demand, a copy of the complaint handling procedure, revised from time to time, for inspection by the public at each of the relevant premises during normal working hours; and
d)
Provide free of charge a copy of the procedure revised from time to time to each new Consumer, and to any other person who requests for it at a price not exceeding the cost of duplicating it.
e)
To comply with the Orders and Directions, if given by any court or a forum under Consumer Protection Act 1986 or Consumer Grievance Redressal Forum under the OERC(Consumer Regulations, 2003. Grievance Redressal Forum & Electricity Ombudsman)
16(C)
Consumer Services The Distribution Franchisee, on request of the Consumer, to the extent that is reasonably available to the Distribution Franchisee, shall provide: a) b) c) d) Information on all services provided by the Distribution Franchisee including information on the charges, which may be available to the Consumers; Information on meter readings for the electricity services provided to the Consumer premises by the Distribution Franchisee in the Franchise Area; and Information on the status of the Consumers account with the Distribution Franchisee. Any other information as per law or regulation, in this regard, applicable to licensee.
Formatted: Indent: Left: 0", Numbered + Level: 1 + Numbering Style: A, B, C, + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Tab after: 0.75" + Indent at: 0.75", Tab stops: Not at 0.75"
12.6.65.5.6
Obligation to Connect Consumers
Subject to the provisions of this Agreement, the Distribution Franchisee shall have the following obligations: a) Subject to the provisions of the Electricity Act 2003, the Distribution Franchisee shall, on the application of the owner or occupier of any premises within the Franchise Area, give supply of electricity to such premises as per Distribution Code issued by OERC.
Page 25 of 95
b)
Distribution Franchisee shall be responsible for incurring capital expenditure in order to provide new connections in the Franchise Area. The expenditure involved in providing new connection, net of Service Connection Charges and any other contributions / charges received from the Consumer towards capital cost of providing new connection as per applicable Regulations shall be deemed to form part of the Franchisee Distribution Assets to be compensated in terms of Article5.2.9.
bc)
Subject to the provisions of the Electricity Act 2003 and compliance of relevant regulations, the Distribution Franchisee may refuse to supply, or may disconnect the supply of electricity to any premises.
cd)
The Distribution Franchisee shall retain the Service Connection Charges (SCC) collected from the Consumers for giving new connections levied as prescribed by OERC.
de)
The Distribution Franchisee shall collect the Security Deposit and System Loading Charges from the Consumers for giving new connections, which shall be transferred to NESCO/WESCO/SOUTHCODISCOM.
ef)
The
applicable
interest
on
these
deposits
shall
be
borne
by
Formatted: Not Highlight Formatted: Not Highlight
NESCO/WESCO/SOUTHCO DISCOM and shall be transferred to the Distribution Franchisee for passing on to the respective consumers to meet its obligations as per applicable regulationsDistribution code. gf) The adjustment against arrears on account of Consumers who are permanently disconnected by the Distribution Franchisee after the Effective Date shall be allowed from the Security Deposit of the respective Consumer after following applicable regulations. However, in case of Consumers existing on the Effective Date, NESCO/WESCO/SOUTHCO DISCOM shall have the first right on the security deposit. gh) The Distribution Franchisee shall not grant new connections to the premises having arrearsPermanently Disconnected (PD) Consumers as on Effective Date without the written consent of NESCO/WESCO/SOUTHCO DISCOM unless arrears have been recovered from them and remitted to NESCO/WESCO/SOUTHCODISCOM. NESCO/WESCO/SOUTHCO DISCOM shall take responsibility for such cases and defend the legal cases, at its own cost, arising out of such an action by the Distribution Franchisee. 12.75.6 Commercial Duties and Responsibilities of the Distribution Franchisee The Distribution Franchisee shall perform in the Franchise Area: 12.7.15.6.1 Meter reading and billing to the Consumers as per the retail tariffs approved by
Formatted: Not Highlight Formatted: Not Highlight
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
OERC from time to time.
Page 26 of 95
12.7.25.6.2 12.7.35.6.3 12.7.45.6.4 12.7.55.6.5 12.7.65.6.6
Collections from the Consumers as per the billing. Collection of arrears on behalf of NESCO/WESCO/SOUTHCO.DISCOM Make timely payments to NESCO/WESCO/SOUTHCO DISCOM as per the terms Replace defective meters with new meters. Maintain Consumer database and billing records as per DISCOMs proforma and
and conditions of this Agreement.
provide to DISCOM every month for updation and preparation of consolidated MIS for own use or onward submission to OERC. 12.7.75.6.7 Initiate necessary action, in accordance with the procedure for anti theft, disconnection and control of commercial losses as defined in Electricity Act 2003 and applicable NESCO/WESCO/SOUTHCO DISCOM Regulations and Directives. 12.7.85.6.8 Discharge all duties and responsibilities of NESCO/WESCO/SOUTHCO DISCOM as the distribution licensee as required by the License Regulations of the OERC except such of the conditions, which cannot be complied with by the Distribution Franchisee alone. 12.7.95.6.9 Undertake any other activity as may be notified from time to time by OERC to the distribution licensee. 12.85.7 Performance Improvement Targets 12.8.15.7.1 The Distribution Franchisee shall achieve a loss reduction trajectory as If distribution losses are higher than 25% - reduction by 5% per If distribution losses are up to or less than 25% - reduction by If distribution losses are up to or less than 19% - reduction by If distribution losses are up to or less than 15% - reduction by
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Comment [d4]: To be reworked linking with col. Efficiency and AT&C losses Formatted: Not Highlight Formatted: Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0.69", Outline numbered + Level: 4 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: Not at 0.5" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
prescribed below: 12.8.1.15.7.1.1 12.8.1.25.7.1.2 12.8.1.35.7.1.3 12.8.1.45.7.1.4 annum till 25% loss level is achieved. 3% per annum till 19% loss level is achieved 2% per annum till 15% loss level is achieved 1% per annum till 12% loss level is achieved 12.8.25.7.2 The targets will change from one slab to another on shifting of the distribution
losses from one slab to another.
Page 27 of 95
12.8.35.7.3
The franchisee agrees that it shall put in its best endeavoreffort to achieve the In case franchisee fails in achieving the loss reduction
loss reduction trajectory.
trajectory as envisaged in this agreement and input to the franchisee area increases, the increased input corresponding to the increase in distribution losses from the agreed distribution losses shall be billed to the franchisee at the differential rate of purchase price of DISCOM and input rate of franchisee in addition to invoice raised under Article 7 of this agreement which will become payable by the franchisee alongwith the ensuing monthly invoice. If, however, the prescribed loss reduction trajectory is not achieved by the franchisee, no penalty shall be chargeable from the Distribution Franchisee on this account since it is assumed that the input rate quoted by bidder already factors in the same. 12.95.8 Duties and Responsibilities of NESCO/WESCO/SOUTHCODISCOM The broad duties and responsibilities of NESCO/WESCO/SOUTHCO DISCOM would include the following activities: 12.9.15.8.1 NESCO/WESCO/SOUTHCO DISCOM shall ensure the supply of power to
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
Distribution Franchisee of acceptable quality standards as per Article 5.4. 12.9.25.8.2 NESCO/WESCO/SOUTHCO DISCOM shall communicate to Distribution
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Pattern: Clear (Background 1), Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
Franchisee any shortfall or inability to supply, the power requirements of the Distribution Franchisee. 12.9.35.8.3 NESCO/WESCO/SOUTHCO DISCOM shall carry out meter reading jointly with
Distribution Franchisee on a monthly basis at Input Points of the Franchise Area or readings downloading through AMR. 12.9.45.8.4 NESCO/WESCO/SOUTHCO DISCOM shall support the Distribution Franchisee
initiatives to adopt innovative practices to bring about effectiveness and efficiency in electricity distribution business. 12.9.55.8.5 NESCO/WESCO/SOUTHCO DISCOM will pursuerecommend for setting up
Formatted: Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
establishment of Special Courts and Energy police stations as per state government notification if any applicable in the facilitate administrative and police support for smooth functioning of the Distribution Franchisee area.
ARTICLE 6:
METERING AND MEASUREMENT
Page 28 of 95
(i)6.1
Metering System:
i.6.1.1 The Distribution Franchisee shall install and operate the Check Metering system in accordance with this Article 6 and confirming to Central Electricity Authority (Installation and Operations of Meters) Regulations, 2006. In addition to the existing Main Meters at each of the Input Points, the Distribution Franchisee shall also provide a check meter at each of them subject to facility extended/allowed in case of grid metering. 6.1.2 Installation and timely replacement of main meters as required to directly measure energy input in the Franchise Area shall be the responsibility of NESCO/WESCO/SOUTHCO/ DISCOM, OPTCL[Name of the Transmission Company]/ Central Transmission Utilities as the case may be. ii.6.1.3 Check meters shall be installed at all the interface metering points, if not available. All the meters including check meters shall have AMR facility. In case main meters are not functioning or defective, the readings of check meter shall be used for Billing purpose.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: 0.5", List tab + Not at 0.25" + 1.25" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
(ii)6.2 Inspection and Testing of Meters i.6.2.1 NESCO/WESCO/SOUTHCO DISCOM/ [Name of the Transmission Company]OPTCL shall inspect and if necessary, recalibrate the metering system on a regular basis but in any event, at least once every threesix (63) months or at a shorter interval at the request of either party. ii.6.2.2 Each Meter comprising the metering Distribution system shall and be sealed of by the
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: 0.5", List tab + Not at 0.25" + 1.25" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
NESCO/WESCO/SOUTHCODISCOM,
Franchisee
[Name
Transmission CompanyOPTCL] (only in case of grid metering), and shall not be opened, tested or calibrated except in the presence of all the parties. (iii)6.3 Inaccuracy of Meters In case the difference between the readings of the main meter and the check meter for any calendar month is within 0.5%, the reading of the main meter shall be taken as final. If however, the variation exceeds 0.5 %, the final value shall be arrived at as per the procedure, laid down as below.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: 0.5", List tab + Not at 0.25" + 1.25"
Page 29 of 95
Whenever difference between the readings of the Main meter and the Check meter for any month is more than 0.5%, the following steps shall be taken Checking of CT and VT connections: a) b) Calibration of interface meters at site with reference standard meter of accuracy class higher than the meter under test. On carrying out the re-calibration of the main meter, if it is discovered that either the percentage of inaccuracy exceeds 0.5 % or that the main meter is not working, the following procedure in order of priority, whichever is feasible, for arriving at the computation of quantity of energy during the period between the last calibration and the present, shall be followed: i) On the basis of the readings of the check meter if installed and functioned accurately; or ii) By correcting the error if the percentage of error is ascertainable of calibration, tests or mathematical calculation; or iii) By estimating the volume of energy delivered based on the meter reading on the upstream of the network i.e. energy reading of meters installed on LTLV side of the power transformers or HTHV side of the transformer. c) The correction to the quantity of energy injected shall apply to the following periods (hereinafter referred to as the Correction Period): i) To any period of time during which the main meter was known to be malfunctioning or to which the parties mutually agree; ii) If the period during which the main meter was malfunctioning is not known or is not agreed to between the parties, the correction shall be applicable for a period equal to half the time elapsed since the date of the preceding calibration test, provided that under no circumstance shall the Correction Period exceed one month. d) e) If the difference exists even after such checking or testing, then the defective meter shall be replaced with a correct meter. In case of conspicuous failures like burning of meter and erratic display of metered parameters and when the error found in testing of meter is beyond the permissible limit of error provided in the relevant standard, the meter shall be immediately replaced with a correct meter. f) In case where both the Main meter and Check meter fail, at least one of the meters shall be immediately replaced by a correct meter. (iv)6.4 Measurement i. Distribution Franchisee shall carry out weekly meter readings at Input Points at 18.00 hours on 7th, 14th, and 21st day of each calendar month and intimate the same to NESCO/WESCO/SOUTHCO by 10.00 Hrs on the next business day.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: 0.5", List tab + Not at 0.25" + 1.25" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
Page 30 of 95
ii.6.4.1 A joint meter reading by both the parties shall be carried out on the 0.00 Hrs on the Effective Date or the reading at 0.00 hrs shall be taken through dump reading/AMR. iii.6.4.2 A joint meter reading by both the parties shall be carried out on the last day of every calendar month at 24:00 hrs at 1800 Hrs w.e.f the Effective Date by way of direct reading or through CMRI or AMR. Adjustments, if any, shall be carried out for monthly payments as mentioned in Article 7 based on the aforementioned meter reading. iv.6.4.3 NESCO/WESCO/SOUTHCO DISCOM shall raise invoices as mentioned in Article 7 based on input units measured by Distribution Franchisee as specified in previousabove Article. v.6.4.4 The Metering and Measurement System stated in this Article shall also be applicable to payments on account of Wheeled Electricity. vi.6.4.5 Until 0.2 Class meters are installed as main meters or in case the installed main meters is not functioning, defective, erratic display of parameters or burnt, the reading of check meter shall be used for billing provided the check meters are of 0.2 accuracy class. ARTICLE 7: BILLING AND PAYMENT
15.17.1 Billing The billing mentioned in this Article shall be done as follows: 15.1.17.1.1 Monthly Invoice
The First Invoice raised by NESCO/WESCO/SOUTHCO DISCOM on the Distribution Franchisee shall correspond to the energy input between 00:00 hours of the effective date and first day and 24:00 hrs of the last day of the same calendar month or the dates and time mutually agreed by the DISCOM and Franchisee.thirtieth day from the Effective Date plus for the no. of days remaining in the calendar month after thirtieth day from the effective date. All subsequent invoices shall be raised on the basis of midnight data of the last day of the
st
each
calendar
month;
by
the
NESCO/WESCO/SOUTHCO for period starting 1 day of the calendar month and last day of calendar month. Invoice shall be computed as below: MI = (RIEM + WCM + EDTOSEM + SDNM+ P + FSA + U.I + OC + EDC) - (CARPDRM + CARCLRM) Where,
Comment [d5]: Effort to be made to simplify it refer enzen agreement
Page 31 of 95
RIEM = Revenue for Input Energy as per Joint Measurement/ Meter Dump data collected through MRI or Through AMR It shall be computed as below: RIEM= EIM * AIRN + TSRN Where, EIM= Energy input in the Franchise Area during the month, which shall be the energy purchased from NESCO/WESCO/SOUTHCODISCOM. AIRN= Annualized Input Rate applicable for the nth year as per Annexure-43 of this Agreement. TSRN= Tariff Sharing Ratio (TSR) applicable to the nth billing period The computation of the Tariff Sharing Ratio is illustrated below: 1. When ABRHTN > ABRHT0 & ABRLTN>ABRLT0, TSRN = (ABRHTN-ABRHT0)*Total Billed units (HT) + 0.75*(ABRLTN-ABRLT0)*Total Billed units (LT) 2. When ABRHTN < ABRHT0 & ABRLTN>ABRLT0, TSRN = (ABRHTN-ABRHT0)*Total Billed units (HT) + 0.75*(ABRLTN-ABRLT0)*Total Billed units (LT) 3. When ABRHTN > ABRHT0 & ABRLTN<ABRLT0, TSRN = (ABRHTN-ABRHT0)*Total Billed units (HT) + 0.5*(ABRLTN-ABRLT0)*Total Billed units (LT) 4. When ABRHTN < ABRHT0 & ABRLTN<ABRLT0, TSRN = (ABRHTN-ABRHT0)*Total Billed units (HT) + 0.5*(ABRLTN-ABRLT0)*Total Billed units (LT) ABRHTN shall mean Average billing rate of HT category for the Nth year ABRHT0 shall mean Average billing rate of HT category for the base year ABRLTN shall mean Average billing rate of LT category for the Nth year ABRLT0 shall mean Average billing rate of HT category for the base year Provided that in case after taking into account the impact of TSR as per above mentioned formula, the per unit revenue for input energy comes out to less than floor rate of that relevant year as stipulated in Annexure III, the input bill will be raised on the basis of floor rate pertaining to that year only.
Formatted: Indent: Left: 0.5", Hanging: 0.48" Formatted: Font: Bold Formatted: Font: Bold Formatted: Indent: First line: 0.48" Formatted: Font: Bold Formatted Formatted: Font: Bold Formatted: Not Superscript/ Subscript Formatted: Indent: Left: 0.5" Formatted: Indent: Hanging: 0.01" Formatted: Indent: Left: 0" Formatted Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Subscript Formatted: Font: Calibri, 11 pt Formatted: Subscript Formatted: Font: Calibri, 11 pt Formatted: Subscript Formatted: Subscript Formatted: Subscript Formatted: Subscript Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Indent: Left: 0.2", Hanging: 0.2" Formatted: Indent: Left: 0.2", Hanging: 0.2" Formatted: Font: Calibri, 11 pt Formatted Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Font: Calibri, 11 pt Formatted: Indent: Left: 0" Formatted: Indent: Hanging: 0.01" Formatted: Subscript Formatted: Subscript Formatted: Subscript Formatted ... ... ... ...
Page 32 of 95
The ABR shall be computed on annual basis at the beginning of each Financial Year (1st April - 31st March) and upon revision of Retail Tariff or fuel surcharge rate, as and when ordered by OERC. In case of midyear tariff revision, the computation shall be made considering units already billed during the financial year along with estimated figures of remaining period of the Financial Year and making applicable new Tariff/fuel surcharge rate. On availability of actual figures of ABR at the end of the year, the actual ABR shall be computed and compared with the preceding years ABR, the differential amount shall be adjusted in year end bill raised on the Franchisee. Approved Tariff for this purpose shall mean the tariff and the applicable Fuel Surcharge Adjustment (FSA) approved by OERC as and when basis. For computation of ABR, the billing towards Demand Charges, Energy Charges, Penalty /Incentive (Overdrawal and PF) excluding penalty for theft, Minimum monthly fixed charges and Customer Service Charges shall be considered.
Formatted: Superscript Formatted: Indent: Left: 0.49" Formatted: Superscript
Formatted: Indent: Left: 0.5", First line: 0"
ABR0 as applicable to all Consumers in Distribution Franchisee area for the Base Year
Formatted: Subscript Formatted: Font: 12 pt, Bold, Font color: Background 1 Formatted Table Formatted: Font: 11 pt, Bold, Font color: Background 1 Formatted: Font: 12 pt, Bold, Font color: Background 1 Formatted: Font: 11 pt, Bold, Font color: Background 1 Formatted: Font: 12 pt, Bold, Font color: Background 1 Formatted: Font: 11 pt, Bold, Font color: Background 1 Formatted: Centered Formatted: Font: 12 pt Formatted: Centered
ABR
Average Billing rate (ABRLT0) for LT category Average Billing rate (ABRHT0) for HT category
Base Year
FY 2010-11 FY 2010-11
Rs./Unit
2.96 3.53
In case of any increase in revenue due to increase in Average Billing Rate( i.e. Average Billing Rate of the current period minus Average Billing Rate of the Base Year), 75% of such increase shall be shared with the Utility. However, in case of any decrease in revenue due to decrease in Average Billing Rate (i.e. Average Billing Rate of the current period minus Average Billing Rate of the Base Year), it would be entirely absorbed by the utility. ABR shall be computed as sum product of total billed units and approved tariff in each Consumer category divided by total billed units in all Consumer categories. The Tariff Sharing Ratio shall be computed for every month and the same shall be used for computation of the revenue for Input Energy for units supplied to the Distribution Franchisee in the respective calendar month. Approved Tariff for this purpose shall mean the tariff and the applicable Fuel Surcharge Adjustment (FSA) approved by OERC.
Formatted: Font: 12 pt, Subscript Formatted: Centered Comment [d6]: To be discussed with MD, to be replaced with tariff indexation clause Formatted: Not Highlight Formatted: Not Highlight Comment [d7]: It has to be modified based on addition of medium industry/large industry / commercial cons It should be indexed in six month Formatted: Not Highlight Formatted: Indent: Left: 0.5"
Page 33 of 95
The sharing shall be based on the change of tariff or consumer mix as applicable to all the NESCO/WESCO/SOUTHCO consumers in the Distribution Franchisee Area. The sharing shall be based on the weighted average of units billed for each category in the relevant period and the applicable average tariffs considering all the elements of tariff except those in the nature of taxes / duties, interest income and delayed payment charges. For the purpose of computation of Tariff Sharing Ratio, ABR as applicable to all NESCO/WESCO/SOUTHCO Consumers in Distribution Franchisee area for the Base Year i.e. FY______ shall be applicable based on the audited ABR of Rs____ Per unit as provided by NESCO/WESCO/SOUTHCO.(TO BE KEPT AT PAR WITH ENZEN GLOBAL TERMS)
Formatted: Indent: Left: 0.5" Formatted: Not Highlight
WCM = = Wheeling Charges applicable to energy procured over and above the quantity purchased from NESCO/WESCO/SOUTHCO DISCOM for the Month computed as per OERC regulations TOSEM is the Tax on Sale of Electricity collected during the billing period Electricity Duty (ED) = shall mean the levy of Duty as defined under The Orissa Electricity (Duty) Act 1961 as applicable from time to time on sale of electricity. SDNM is the Security Deposit and System Loading Charges collected for new connections issued as additional security based upon enhanced consumption or consumption due to enhanced load by consumers during the period and for which information has been received as per Article-13.1 of this agreement..
Formatted: Indent: Left: 0.5" Formatted: Font: Not Bold Formatted: Font: Not Bold Formatted: Indent: Left: 0.5" Formatted: Indent: Left: 0.5"
P is the penalty leviable on the Distribution Franchisee for delay on account of previous payments and shall be computed @18% per annum quarterly compounded on the outstanding amount. Fuel Surcharge Adjustment (FSA) = Fuel Surcharge adjustment, if any, approved by OERC to be recovered from the consumer Unscheduled Interchange (UI) = Unscheduled Interchange (UI) as applicable under intrastate ABT regulation. Other Charges (OC) = includes meter rent, collection of arrear pertaining to pre franchisee period, service connection charge, DISCOMs share against assessment towards theft of electricity etc as defined in this agreement on actual collection basis.
Formatted: Font: Not Bold Formatted: Not Highlight Formatted: Font: Not Bold
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EDC (Excess Drawal Charges) = shall mean adjustment against the increased input
corresponding to the increase in distribution losses from the agreed distribution losses shall be billed to the franchisee at the differential rate of purchase price of DISCOM as set under Article 5.7.3
CARPDRM is the Credit available to the Distribution Franchisee for incentive on account of arrears from the HT/ LT permanently disconnected Consumers collected and remitted to NESCO/WESCO/SOUTHCO DISCOM during this billing cycle and shall be computed as below: CARPDRM = 0.25*ARPDRM Where ARPDRM is the amount of arrears on account of permanently disconnected Consumers prior to the Effective Date collected and remitted by the Distribution Franchisee to NESCO/WESCO/SOUTHCO DISCOM during this billing cycle. CARCLRM is the Credit Available to the Distribution Franchisee for incentive on account of arrears from the HT/ LT current live Consumers collected and remitted during this billing cycle and shall be computed as below: CARCLRM = 0.15*ARCLRM Where ARCLRM is the amount of arrears on account of HT/ LT current live Consumers, accrued one month prior to the Effective Date collected and remitted by the Distribution Franchisee to NESCO/WESCO/SOUTHCO DISCOM during this billing cycle.
Formatted: Font: Not Bold
Formatted: Indent: Left: 0.5"
15.27.2 Payment Distribution Franchisee shall make the payment to NESCO/WESCO/SOUTHCO DISCOM in the following manner: 15.2.17.2.1 Distribution Franchisee shall maintain adatewise record of total amount
collected from Consumers against energy billed, security deposit, and taxes & duties levied as applicable and intimate the same to NESCO/WESCO/SOUTHCO DISCOM latest by immediate next working date while depositing the amount in ESCROW account with DISCOMsas per Article 13.1.1. 15.2.27.2.2 NESCO/WESCO/SOUTHCO DISCOM shall raise monthly invoices as mentioned in
clause 7.1.1 and Distribution Franchisee shall make the payments within two days from the date of receipt of such invoice through RTGS.
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15.2.37.2.3
If any of the due dates is a publicBank holiday, the payment shall be remitted
on the next working day of NESCO/WESCO/SOUTHCOin DISCOMs Bank account. 15.2.4 The Distribution Franchisee may be required to provide credit to some HT/ LT Consumers under relevant Directives/ Orders/ Policies of OERC e.g. Employees, Weavers, BPL, etc. The amount (in Rupees) of the credit given by the Distribution Franchisee to such Consumers shall be adjusted from the payment due towards revenue for input energy. 15.2.57.2.4 In the event that any Consumer in the Franchise Area avails Open Access under
Formatted: Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight
the relevant Regulations issued by OERC , the Distribution Franchisee shall retain the cross-subsidy surcharge paid, and adjustment for Distribution Losses of such Consumer. The wheeling charges for using the Distribution System shall be apportioned between NESCO/WESCO/SOUTHCO DISCOM and the Distribution Franchisee on the basis of a mutually agreed formula. However additional surcharges, if any, shall be remitted to NESCO/WESCO/SOUTHCO DISCOM along with the regular payments. Such cross subsidy shall be added with the billing value to derive ABR while zero units shall be added to billing units for that year. 15.2.67.2.5 Distribution Franchisee shall collect and remit to
NESCO/WESCO/SOUTHCODISCOM, the arrears from current live Consumers accrued in last one month prior to Effective Date within three months of Effective Date in accordance with Article-8.4 of this Agreement. 15.2.77.2.6 days, Upon recovery of the arrears, Distribution Franchisee shall, within 7 (seven) provide the details of collection and make such payment to
Comment [d8]: To be in line with invoice Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
NESCO/WESCO/SOUTHCODISCOM on immediate next working date. 15.2.87.2.7 NESCO/WESCO/SOUTHCO DISCOM shall give credit to Distribution Franchisee
towards the incentive on collection of arrears after receipt of such amount and documentary details from Distribution Franchisee. This credit shall be provided in the subsequent invoice raised as per Article 7.1 of this Agreement. 15.2.97.2.8 The Distribution Franchisee shall also timely remit to NESCO/WESCO/SOUTHCO
DISCOM any other charges arising from the execution of the contract such as charges towards use of NESCO/WESCO/SOUTHCO DISCOM billing facilities, testing facilities, etc. and the adjustments on account of reconciliation as per Article-9 and 10 of this Agreement.
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15.2.107.2.9
The payment to be made by Distribution Franchisee against invoice as
mentioned in Article 7.1 shall not take into account any subsidy which shall be governed by Article 9 of this Agreement.
15.2.117.2.10 NESCO/WESCO/SOUTHCODISCOM shall give credit to the Distribution

Franchisee for the outstanding credit balance of Consumers as determined in the joint audit process, upon the Distribution Franchisee providing such credit to Consumers. The credit shall be provided in the subsequent invoice raised by NESCO/WESCO/SOUTHCODISCOM and shall be subject to appropriate documentation. 15.2.127.2.11 The due date of Invoice shall be Five (05) days of DISCOM delivering the invoice to Distribution Franchisee. An early Payment to DISCOM within rebate date i.e. 48 hours from the date of invoice shall carry a rebate @1.5% on amount payable by Distribution Franchisee. Any delay in payment to NESCO/WESCO/SOUTHCO DISCOM after due date shall attract a penal interest of 18% per annum computed on daily basis with the provision of quarterly compounded. Any early payment before the due date by the franchisee shall also carry a rebate @ 1.5% on the amount payable to NESCO/WESCO/SOUTHCO by the Distribution Franchisee. 15.2.137.2.12 In case of a shortfall or default in payment by Distribution Franchisee against the payment obligation as per earlier Article 7, NESCO/WESCO/SOUTHCO DISCOM may recover such amount by invocation of Performance Guarantee given by the Distribution Franchisee. 7.2.13 The money collected by the Distribution Franchisee from a consumer shall be adjusted in the following order: a. Aagainst the current billing done by Distribution franchisee toof Distribution Franchiseethe Consumer, b. Distribution Franchisee arrears (which refer to arrears that arose during the term of the Franchise Agreement) and NESCO/WESCO/SOUTHCO c. DISCOM arrears (which refers to arrears that arose prior to the Effective date) in that order. 15.2.14 However, the Distribution Franchisee shall not be permitted to keep any advance amount without adjusting against all pending NESCO/WESCO/SOUTHCO DISCOM arrears, if any. It is hereby clarified that if the amount paid by the consumer against a bill is more than his current bill amount and the arrears of the Distribution Franchisee, then the balance amount, after adjusting the current dues and DF arrears, shall be adjusted against the arrears of NESCO/WESCO/SOUTHCODISCOM.
Formatted: Font: Calibri, 11 pt Formatted: + Level: 3 + Start at: 1 + + Tab after: List Paragraph, Outline numbered Numbering Style: 1, 2, 3, + Alignment: Left + Aligned at: 0" 0.5" + Indent at: 0.5"
Formatted: Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight
Formatted: Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
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15.2.15 Distribution Franchisee shall be responsible for payment of all taxes, duties (other than Electricity Duty), and statutory /local levies arising out of this sale & purchase of electricity of input energy applicable at the time of bidding. Any change in the prevailing taxes /duties/statutory levies and any new taxes/duties/statutory levies arising out of this sale & purchase of electricity, becoming applicable after bidding, which cannot be passed on to consumers by the DF will be borne by NESCO/WESCO/SOUTHCO. ARTICLE 8: ARREARS
Formatted: Not Highlight Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
16.18.1 Arrears have been classified in two categories: a) b) Arrears from connected live Consumers and Arrears from Permanently Disconnected (PD) Consumers
16.28.2 The connected live Consumers are those, which are currently legally connected to the distribution network of the Franchise Area whereas permanently disconnected Consumers are no longer connected with the distribution network. 16.38.3 Distribution Franchisee shall maintain separate accounts for collection from arrears and collection on account of demand to Consumers for electricity supplied from the Effective Date. NESCO/WESCO/SOUTHCO DISCOM shall transfer the right to collect the arrears to Distribution Franchisee on the Effective Date and the Distribution Franchisee and NESCO/WESCO/SOUTHCO DISCOM shall unfailingly follow the procedure attached at Annexure 45 for collection of arrears. 1.8.4 Distribution Franchisee shall be liable to collect the arrears from current live consumers accrued in last one month prior to Effective Date on account of charges for usage of electricity. These arrears shall be collected and remitted to NESCO/WESCO/SOUTHCO DISCOM by Distribution Franchisee. The Distribution Franchisee shall collect and remit amount at least equivalent to the prevailing collection efficiency taking into account the collection efficiency in the corresponding month of last year. including the amount already recovered. 1.8.5 Distribution Franchisee shall make best effortndeavour to collect arrears other than those specified in Article 8.4 from current live Consumers on account of charges for usage of electricity. NESCO/WESCO/SOUTHCO DISCOM shall offer an incentive to Distribution Franchisee towards collection of such arrears @ 15% of totalthe amount net of taxes and duties, meter rent and other charges recovered from Consumers. However, the collection from current live Consumers may first be appropriated towards current bill and then towards the arrears. NESCO/WESCO/SOUTHCO DISCOM shall not share any expenses, costs incurred by the Distribution Franchisee for such recovery.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25"
Comment [d9]: As per ENZEN clause Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
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1.8.6 Arrears on account of connected live Consumers, which are currently under any dispute or in the process of litigation as on Effective Date, shall not to be transferred to Distribution Franchisee for recovery but will be reflected in the consumer ledger for the purpose of record and to show on bill separately. The Distribution Franchisee responsibility toshall recover such arrear and remit the same to DISCOM as per the established arrangement shall rest with NESCO/WESCO/SOUTHCO upon settlement of litigation/dispute of consumer by DISCOM. 1.8.7 Distribution Franchisee shall make best endeavour effort to collect the arrears accrued prior to Effective Date from Permanently Disconnected Consumers. NESCO/WESCO/SOUTHCO DISCOM shall offer an incentive to Distribution Franchisee towards collection of such arrears @ 25% of total amount net of taxes and duties recovered from Consumers. NESCO/WESCO/SOUTHCO DISCOM shall not share any expenses, costs incurred by the Distribution Franchisee for such recovery. However, for recovery of arrears from permanently disconnected consumers under the provisions of Land Revenue Act, NESCO/WESCO/SOUTHCO shall nominate a Nodal Officer not below the rank of Executive Engineer for facilitating the recovery from such permanently disconnected consumers occurring before or after the Effective Date. 1.8.8 Arrears realized from the forfeiture or adjustment against security deposit from Consumers shall not be eligible for the incentives stated in this Article. 1.8.9 Upon recovery of theabove mentioned arrears, Distribution Franchisee shall, within 7 (seven) days, provide the detail of collection and make such payment to NESCO/WESCO/SOUTHCODISCOM on monthly basis alongwith the MIS. 1.8.10 Upon expiry / termination, Distribution Franchisee shall not transfer to NESCO/WESCO/SOUTHCODISCOM theany arrears accrued during the term except the arrears accrued in last one month prior to the expiry / termination date of this agreement, benchmarked to the prevailing level of Collection Efficiency. These arrears accrued during last month shall be jointly determined and agreed by NESCO/WESCO/SOUTHCODISCOM and the Distribution Franchisee. These said arrears of last month shall be collected and remitted by NESCO/WESCO/SOUTHCODISCOM to the Distribution Franchisee within three months of Expiry / Termination Date. 1. Arrears accrued during the term of Agreement prior to one month of Expiry/ Termination shall also be passed on to the Distribution Franchisee as and when collected by NESCO/WESCO/SOUTHCO. However, NESCO/WESCO/SOUTHCO shall not be under any obligation to collect such arrears. The Distribution Franchisee shall also give @ 10% of arrears recovered net of taxes and duties for the period three months prior to the Expiry Date from current live Consumers and @ 20% of arrears recovered net of taxes and duties from permanently disconnected Consumers.
Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
Comment [d10]: As per ENZENs clause Formatted: Not Highlight
2.8.11 The Distribution Franchisee shall not grant new connections to permanently disconnected Consumers without the consent of NESCO/WESCO/SOUTHCO DISCOM unless arrears
Page 39 of 95
have been fully recovered from them and remitted to NESCO/WESCO/SOUTHCODISCOM as per terms narrated above and avail incentive. Distribution Franchisee shall provide periodic information on status of permanently disconnected Consumers. Further, there shall be a joint inspection of permanently disconnected Consumers at quarterly intervals with a methodology which shall be jointly decided. If at any stage during the agreement period, such a connection comes to the notice of Distribution NESCO/WESCO/SOUTHCOfranchisee or DISCOM, the Distribution Franchisee shall immediately disconnect the Consumer. NESCO/WESCO/SOUTHCO DISCOM and Distribution Franchisee shall jointly defend the legal cases arising out of such an action by the Distribution Franchisee. Both parties shall bear their respective Distribution Franchisee shall bear the associated costs. Notwithstanding anything contained herein, the legal rights of NESCO/WESCO/SOUTHCO DISCOM to recover the outstanding arrears from the Franchise Area shall also survive the Term of this Agreement. 8.12 3. Notwithstanding anything contained herein, the legal rights of Distribution Franchisee to recover the outstanding arrears accrued during the term of the Agreement from the Franchise Area shall also survive the Term of this Agreement.
Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
Formatted: Space Before: 6 pt, After: 6 pt, Line spacing: Multiple 1.2 li, Don't keep lines together
ARTICLE 9:
PROVISION FOR SUBSIDY
In addition to the provisions stated in Article 7, the Subsidy shall be governed by the following: i)9.1 The Government of Odisha presently offers subsidy on electricity tariff in certain Consumer categories, as approved by OERC, which is paid to NESCO/WESCO/SOUTHCO on account of electricity supplied to those Consumers in Franchise Area. Any subsidy offered by Government of Odisha/Orissa or Government of India or any other agency offering subsidy, as approved by OERC, which has an impact on reducing the tariff of certain category of consumers shall continue to be paid to NESCO/WESCO/SOUTHCO DISCOM as the Franchisee has quoted the input energy rates net of subsidy. 9.2 However, if due to any new tariff after the effective date declared by the State Government/GoI and approved by OERC, the Distribution Franchisee is required to abide by the same, the subsidy on account of the same shall be retained with the NESCO/WESCO/SOUTHCODISCOM. Any loss of revenue on this account to the franchisee shall be taken care of through tariff sharing ratio mechanism through ABR.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: 0.5", List tab + Not at 0.25" + 1.13" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: 0.5", List tab + Not at 0.25" + 1.13"
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9.3
The Distribution Franchisee shall facilitate DISCOM in claiming the subsidy amount on account of electricity supplied to subsidized Consumers in Franchise Area by way of assisting in furnishing information and necessary documentation.
Formatted: No underline
9.4
The Distribution Franchisee shall supply a statement of subsidy claims with the detailed records of the Consumers eligible for subsidy after verifying the accuracy and admissibility of each Consumer included in the same.
Formatted: Indent: Left: 0.5", No bullets or numbering, Tab stops: Not at 0.5" Formatted: Indent: Left: 0", Hanging: 0.5", Tab stops: Not at 0.25"
9.5
An Independent Auditor, appointed by DISCOM may audit the claim for Subsidy on a quarterly basis as mentioned above. The fees for this Audit shall be paid by DISCOM. Notwithstanding the above, Distribution Franchisee shall allow the Government Auditors to verify the particulars or details provided for determining the DISCOM claim for subsidy.
9.6
In the event of subsidy defaults by the Government of Odisha (GoO), the Distribution Franchisee shall comply with DISCOM policy directives for such events. Such DISCOM policy directives shall be with prospective effect and shall be applicable across the DISCOM licence area including the franchise area.
ii) ARTICLE 10: TREATMENT OF TAXES, DUTIES & LEVIES The applicable taxes, duties and levies shall be governed as below: i.10.1 Both parties agree that the input rates are exclusive of the Electricity Duty (ED), Tax on Sale of Electricity (ToSE), Municipal Taxes (MT) and any other taxes/levies/duties that have been levied by the State Government or any competent authority butand the utilityDISCOM has been directed to collect on behalf of the Government, authority. The franchisee shall deposit the amount collected from the consumers towards ED, any taxes/levies/duties stated above if applicable & approved by OERC or competent authority , TOSE and MT on realized basis to NESCO/WESCO/SOUTHCODISCOM. The Distribution Franchisee shall establish maintain separate accounting for Electricity Duty liability as per provisions of applicable Electricity Duty Act as also for TOSE and MT and other levies. ii.10.2 The liability for making payment of other duties, taxes and levies other than mentioned under clause 10.1 to the Government of Odisha/GoI/Statutory Body shall rest on the Franchisee.
Formatted: No bullets or numbering, Tab stops: Not at 1.13"
Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Not Highlight Comment [d11]: Refer to earlier article on duty, taxes, levies Formatted: Not Highlight
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iii.10.3 Notwithstanding the above, Distribution Franchisee shall allow the Government Auditors to verify the particulars or details provided for payment of Electricity Duty, Taxes and levies. The amount determined by the Government Auditor shall be final and binding.
iv.10.4 Any new ruling from the State or Central Government on Taxation or introduction of new tax shall be borne by the franchisee (in case of Direct Tax) or utilityDISCOM (in case of Indirect Tax) as the case may be.
Formatted: Not Highlight Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27"
ARTICLE 11: PAYMENT SECURITY DEPOSIT Payment Security Deposit 17.111.1 As provisioned in the Article-2.1.1 of this Agreement, the Distribution
Formatted: Not Highlight Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Not Highlight Formatted: Not Highlight
Franchisee shall submit and maintain valid for the term of this Agreement, a security deposit to the satisfaction of NESCO/WESCO/SOUTHCO DISCOM in the form of an irrevocable and unconditional Letter of Credit from any nationalized bank or Scheduled Bank for an amount equivalent to two months estimated amount payable to NESCO/WESCO/SOUTHCO DISCOM by Distribution Franchisee based on two months average energy input at Input Points in the Franchise Area during Financial Year [Base Year] and Rates quoted by the Distribution Franchisee for first year of Franchisee term alongwith two months average collection of all other applicable charges in addition to Input charges as per Article 7 during the base year. Further, the Letter of Credit shall be provided by thefrom the bank which is appointed as Default Escrow Agent under the Default Escrow Agreement. The Security Deposit shall be governed in the manner described in this article. 17.211.2 The Letter of Credit shall be in the format prescribed by
NESCO/WESCO/SOUTHCO DISCOM initially valid for a period of one year from the Effective Date. 17.311.3 The Distribution Franchisee shall renew the Letter of Credit 01 (One) month 15 days before its expiry date and furnish the same to
(fifteen)
NESCO/WESCO/SOUTHCODISCOM, failing which NESCO/WESCO/SOUTHCO DISCOM shall have the right to invoke the Letter of Credit.
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17.411.4
Within one month week of beginning of each financial yearquarter, the amount
Formatted: Not Highlight Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Not Highlight
of the Letter of Credit shall be enhanced if required upgraded, based on average monthly invoice energy input in previous yearquarter considering input energy as per and applicable Input Energy Rates for the year as per Annexure-34.The said input rates shall be indexed as Ratio of prevailing ABR for the last quarter as applicable to all consumers in the Franchise Area and ABR as applicable to all consumers in the Franchise Area in the Base Year. ABR shall be computed as sum product of total billed units and approved tariff in each consumer category divided by total billed units in all consumer categories. Approved Tariff for this purpose shall mean The DF shall also procure the additional Letter of Credit within 15 days towards the requirement for increase in the tariff and the applicable Fuel Surcharge Adjustment (FSA) approved by OERC. However, under no circumstances shall the amount of Letter of credit be revised downwards. 17.511.5 NESCO/WESCO/SOUTHCO DISCOM may recover the outstanding payment after
payment due date by invoking the Letter of Credit. 17.611.6 Distribution Franchisee shall, within two weeks of invocation of the Letter of
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27"
Credit by NESCO/WESCO/SOUTHCODISCOM, restore the same to the level prior to invocation. 17.711.7 NESCO/WESCO/SOUTHCO DISCOM may review the amount of the Letter of
Credit after one year of the contract depending on the payment record of the Distribution Franchisee. Collateral Arrangement
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11.8
As an additional security measure to ensure compliance of [Name of the Franchisee] obligations under this agreement, [Name of the Franchisee] and the NESCO/WESCO/SOUTHCO DISCOM on or prior to the Effective Date, shall execute separate Default Escrow Agreement (referred as Default Escrow Agreement) for the establishment and operation of the Default Escrow Account in favour of the UtilityDISCOM, through which the revenues of the DF[Name of the Franchisee] shall be routed and used as per the terms of the Default Escrow Agreement. [Name of the Franchisee] and NESCO/WESCO/SOUTHCO shall contemporaneously with the execution of the Default Escrow Agreement enter into a separate Agreement to Hypothecate Cum Deed of Hypothecation, whereby [Name of the Franchisee] shall agree to hypothecate, to NESCO/WESCO/SOUTHCO , the amounts to the extent as required for the Letter of Credit as per Article 11.1 and Article 11.4 routed through the Default Escrow Account and the Receivables in accordance with the terms of the Agreement to Hypothecate Cum Deed of Hypothecation. The Default Escrow Agreements and the Agreement to Hypothecate Cum Deed of Hypothecation are collectively referred to as the Collateral Arrangement. The minimumAll revenue collected in the franchised area shall be deposited by DF flow in any Month in the Default Escrow Account within 48 hours of its receiptshall be at least equal to the amount required for the Letter of Credit as per Article 11.1 and 11.4. Without prejudice to its other rights, DISCOM shall have the first and paramount charge over all receivables of Franchisee at all times for all the amounts becoming due from Franchisee to DISCOM under this Distribution Franchisee Agreement. Franchisee shall not create any encumbrance, charge, and lien or otherwise execute any instrument which in any way affects the first and paramount charge over the receivables in favour of DISCOM. DISCOM, however, agrees that so long as the amounts becoming due from Franchisee to DISCOM as aforesaid are paid on due dates. Franchisee shall be entitled to utilize the receivables and may deal with such receivables in such manner as Franchisee may consider appropriate and DISCOM agrees to maintain its first and paramount charge over the receivables as floating charge. The floating charge of DISCOM shall, however, crystallize into a fixed charge automatically without any further act, deed or things to be done by franchisee or DISCOM or any other person in the event of any default on the part of franchisee to pay the amounts due to DISCOM. DISCOM and franchisee shall register the above charge of DISCOM with the Registrar of Companies.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Not Highlight Formatted: Not Highlight
Formatted: Indent: Left: 0.5", No bullets or numbering
17.8 Provided further that the Franchisee shall ensure that NESCO/WESCO/SOUTHCO has first ranking charge on the revenues routed through the Default Escrow Account.
Formatted: Left, Line spacing: single, Don't keep lines together, Tab stops: Not at 0.88"
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ARTICLE 12:
DEPUTATION OF NESCO/WESCO/SOUTHCO DISCOM EMPLOYEES
Formatted: Left, Line spacing: single, Don't keep lines together, Tab stops: Not at 0.88"
The existing employees in NESCO/WESCO/SOUTHCO DISCOM will be given an option to join the Distribution Franchisee on deputation. 12.1 50% of employees of DISCOM from each grade shall be on deemed deputation with the Franchisee at the inception of franchisee. DISCOM will make a list of such employees who wish to be on deputation. Thereafter, the Distribution Franchisee shall have freedom to choose from the list of willing employees. The Distribution Franchisee will have a right to accept/ reject without assigning any reason thereof. In any case franchisee shall have to absorb minimum of 50% of Employees employed in the franchisee area from each grade while takeover of area. In case of single person in a cadre like SDO the person on the post would require to be absorbed by the franchisee on deputation. 12.2 DISCOM shall permit deputation of its employees working in the Franchise Area or selected person from other area as on the Effective Date to the Distribution Franchisee. The DF shall complete the entire selection process within 3 months of Effective Date and offer terms and conditions which are not inferior to the terms and conditions of the deputation as provided in Annexure 5 of the DFA on over all basis. The terms and conditions shall be made available to the concerned willing employees upfront. The DF shall have to follow DISCOM rules regarding contribution to PF, Pension, Gratuity, etc. 1) 50% of employees of NESCO/WESCO/SOUTHCO from each grade shall be on deemed deputation with the Franchisee. NESCO/WESCO/SOUTHCO will make a list of such employees who wish to be on deputation. Thereafter, the Distribution Franchisee shall have freedom to choose from the list of willing employees. The Distribution Franchisee will have a right to accept/ reject without assigning any reason thereof. 2) NESCO/WESCO/SOUTHCO shall permit deputation of its employees working in the Franchise Area as on the Effective Date to the Distribution Franchisee. The DF shall complete the entire selection process within 3 months of Effective Date and offer terms and conditions which are not inferior to the terms and conditions of the deputation as provided in Annexure 6 of the DFA on over all basis. The terms and conditions shall be made available to the concerned willing employees upfront. The DF shall have to follow NESCO/WESCO/SOUTHCO rules regarding contribution to PF, Pension, Gratuity, etc.
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12.3
The cost of employees on deputation would be borne by Distribution Franchisee. The Distribution Franchisee will at least compensate the NESCO/WESCO/SOUTHCO DISCOM employee on deputation with the Franchisee towards all the benefits available to him/ her as per his/ her employment terms of NESCO/WESCO/SOUTHCO DISCOM such as monthly salary, statutory contributions like provident fund and pension funds etc. Distribution Franchisee will also be responsible for any liability arising on account of fringe benefit tax and any other tax applicable on benefits of NESCO/WESCO/SOUTHCO DISCOM employee on deputation with the Franchisee.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Don't keep lines together, Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27"
12.4
At the end of the period of deputation which shall be initially for 2 years or the Franchisee Agreement whichever is earlier, the deputation period may be extendable for further period of 5 years upon approval of DISCOM, upon expiry of such period the employees on deputation will return to DISCOM.
12.5
Distribution Franchisee shall pay DISCOM an amount equivalent to fifteen (15) percent of the Basic salary as on the date of effective date of franchisee operations of such field staff working on deputation in the specified area towards incentive to be paid to the employees every month effective from the effective date after deducting any applicable taxes.
12.6
In case of any salary revision during tenure of franchisee, the incentive will be limited to not more than twenty-five percent (25%) of the present basic salary as on the date of commencement of franchisee operations.
12.7
All incidental expenses towards local and outstation travel while the DISCOM employees are attached to DF shall be borne by DF.
12.8
DISCOM shall not replace any staff attached to DISCOM in case of such employee retiring/leaving/deceased during the tenure of this agreement.
12.9
On the notice of DF, DISCOM shall replace any staff for such reasons other than those referred in Article 12.7 by a suitable person.
12.10 There will be no redeployment/reduction of existing staff by DISCOM in the specified area during the tenure of this agreement except for provisions in the Article 12.7 3) 4) At the end of the period of deputation which shall be initially for 5 years or the Franchisee Agreement whichever is earlier, the employees on deputation will return to NESCO/WESCO/SOUTHCO.
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5)12.11 The Distribution Franchisee shall have the right to employ any number of personnel on any terms and conditions (Distribution Franchisees Employees) to discharge the day-to day functions relating to distribution of power in Franchise Area. 12.12 However, Distribution Franchisees employees shall not become either permanent or contract employees of NESCO/WESCO/SOUTHCO DISCOM at any point inof time during and after expiry of this agreement. The Distribution Franchisee shall expressly clarify at the time of the appointment of an employee that he/she shall not have any right to claim employment with NESCO/WESCO/SOUTHCO DISCOM during the subsistence or even after the expiry of this Agreement. Only the persons expressly agreeing to these conditions shall be employed by the Distribution Franchisee. NESCO/WESCO/SOUTHCO DISCOM will not be responsible or liable for the claims for employment with DISCOM raised by the employees of the Distribution Franchisee and the Distribution Franchisee shall indemnify NESCO/WESCO/SOUTHCO DISCOM in respect thereof. 12.13 DF should not recruit person(s) with less qualification matching with the similar cadre of the employees of DISCOM. DF shall conduct a qualification & antecedent verification of the person(s) employed for working in specified area and delivering the services shall have a clean background. DISCOM may ask and DF shall submit the details of person(s) employed in the specified area. 12.14 DISCOM shall not directly or indirectly solicit, induce, hire or employ any technical or non-technical personnel employed by DF during the tenure of this Agreement. In case of breach of this Article, DF shall be entitled to damage that shall be assessed by DF including legal costs and litigations if any. 6)12.15 DF shall comply with the provisions of the Minimum Wages Act,1948; Employees Provident Fund Act, 1952, Workmens Compensation Act,1923, and such other statutory provisions applicable to employer. ARTICLE 13: REPORTING AND AUDIT A.13.1 Reporting The Distribution Franchisee shall furnish to NESCO/WESCO/SOUTHCO DISCOM the following information as per schedule stated therein:
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Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27"
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i.13.1.1 Distribution Franchisee shall be required to submit data regarding billing, collection, electricity duty assessment & realisation and Security Deposit and other amounts collected from consumerson account of new connections. Distribution Franchisee shall provide consumer-wise information in the format specified by NESCO/WESCO/SOUTHCO DISCOM detailing the billing, collection and all related information on a monthly basis every month or periodically as per requirement by a mutually agreed date. Such information shall be kept confidential by NESCO/WESCO/SOUTHCO and shall be used only under conditions of default by Distribution Franchisee under the Distribution Franchisee Agreement.In addition to above daily collection statement shall be provided to DISCOM by DF on next day of the collection date. ii. For the initial stabilization period, Such data shall be submitted as per schedule below:
Days from Effective Date 1-27 28-42 43-57 58-60

iii.13.1.2
Information to be submitted on Day 30 45 60 63
After the initial stabilization period, the above information shall be submitted as
per the respective billing cycle and shall be submitted to NESCO/WESCO/SOUTHCO DISCOM not later than three days after the end of the billing cycle as per Article-7.1 of this Agreement. iv.13.1.3 Distribution Franchisee shall be required to update the asset register and submit
the same to NESCO/WESCO/SOUTHCO DISCOM on a quarterly basis for the first year and thereafter on a monthly basis within 30 days after the end of respective periods. v.13.1.4 Distribution Franchisee shall generate periodic Management Information System (MIS) and Monitoring Reports as required by NESCO/WESCO/SOUTHCO DISCOM and OERC[Name of the State Regulatory Commission] in the formats to be prescribed by NESCO/WESCO/SOUTHCODISCOM/ OERC/ Authority from time to time after execution of the Distribution Franchisee Agreement and communicate them to NESCO/WESCO/SOUTHCO DISCOMthrough email. vi.13.1.5 Distribution Franchisee shall submit detailed inventory status reports on an
annual basis or at any point of time during the franchisee period as asked by the DISCOM for all inventories within the Franchise Area.
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vii.13.1.6
All correspondence, records, reports, presentations and other forms of
information developed by the Distribution Franchisee whether electronic or physical, and required by the Licensee to continue operations, shall become the property of NESCO/WESCO/SOUTHCO DISCOM upon Expiry/termination subject to applicable permissions. NESCO/WESCO/SOUTHCO DISCOM reserves, without limitation, the right to use procedures, forms and productivity enhancement methods developed under this Agreement elsewhere subject to applicable permissions. Notwithstanding the above, the Distribution Franchisee shall have the right to retain copies of information, reports, correspondence, presentations mentioned above. viii.13.1.7 Distribution Franchisee shall notify NESCO/WESCO/SOUTHCO DISCOM of any
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Major Incident affecting any part of the Distribution System that has occurred and shall at the earliest possible and in any event, by no later than fifteen (15) days or such period as may be extended by NESCO/WESCO/SOUTHCO from within 24 hours of the date of such Major Incident. Distribution Franchisee shall also submit a report to NESCO/WESCO/SOUTHCO DISCOM giving full details of the facts within the knowledge of the Distribution Franchisee regarding the incident and its cause. ix.13.1.8 Distribution Franchisee shall provide to the NESCO/WESCO/SOUTHCO DISCOM
within reasonable time such further particulars and information as may be required by NESCO/WESCO/SOUTHCO DISCOM relating to the implementation of this Agreement for providing the same to the OERC[Name of the State Government] or any other statutory authorities entitled to the same under the provisions of the law. B.13.2 Audit i.13.2.1 Distribution Franchisee will allow for yearlyperiodical audit of assets, inventories, billing data including the system, database and consumer service centrescenters operated within the scope of the Franchise area by NESCO/WESCO/SOUTHCODISCOM. The scope of the audit shall also include the following: 1.a) Auditing the average billing rate for the various consumer categories for the current period as well as overall average billing rate for the current period. (On Annualquarterly basis)
Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
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1.b) Auditing the energy input and category-wise and sub-category wise amount collected for each year of the contract along with distribution and collection losses and thereby AT&C Losses. (On Annual basis)
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1.c) Auditing the revenue collected, ED and taxes collected from each category of the consumers. (On quarterly basis) or as decided by Officer in Charge) 1.d) Auditing the tariff sharing computations carried out by the Discom to arrive at the revenue for input energy for the invoices raised on the Franchisee. (On Annualquarterly basis) or as decided by Officer in Charge)
Formatted: Indent: Left: 0.5", Hanging: 0.38", Numbered + Level: 1 + Numbering Style: a, b, c, + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Indent at: 0.5", Tab stops: Not at 0.5" Formatted: Not Highlight Formatted: Highlight Formatted: Indent: Left: 0.5", Hanging: 0.38", Numbered + Level: 1 + Numbering Style: a, b, c, + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Indent at: 0.5", Tab stops: Not at 0.5" Formatted: Not Highlight Formatted: Indent: Left: 0.5", Hanging: 0.38", Numbered + Level: 1 + Numbering Style: a, b, c, + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Indent at: 0.5", Tab stops: Not at 0.5"
1.e) Reviewing the asset register at the end of the quarter preceding the previous quarter and audit the quantity and value of the assets added/discarded or declared redundant during the previous quarter based on the
accounts/information/data provided by the Franchisee including review of the procedure followed and reasons given for procurement/discarding the assets. (On quarterly basis) or as decided by Officer in Charge)
1.f)
The auditor will audit the consumer category-wise opening level of arrears belonging to Discom for live and permanently disconnected consumers as on the date of take over for freezing the same and thereafter audit the consumer category-wise arrears at the end of each quarter. (At the time of take over and thereafter on quarterly basis)
1.g) The auditor shall review quarterly or periodically as per requirement the inventories handed over to the Franchisee at the time of take over along with the book value thereof and thereafter review the opening and closing level of inventories and its book value at the end of each year for the term of the agreement based on the information provided by the Franchisee. (At the time of take over and thereafter on quarterly basis) ii.13.2.2 NESCO/WESCO/SOUTHCO DISCOM may, at anytime during the subsistence of this agreement, authorize any person(s) to inspect, verify and audit the required data and records for the purpose of verifying information received from the franchisee under this provisions of this Agreement, and the Distribution Franchisee shall be obliged to extend all cooperation, assistance and facilities, as may be required, to such authorized person(s).
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iii.13.2.3
The audit of electricity duty, taxes and levies and claims for subsidy shall be
carried out as mentioned in Article 9 and Article 10 of this Agreement. iv.13.2.4 NESCO/WESCO/SOUTHCO DISCOM reserves the right to conduct the physical
verification of the Distribution Assets belonging to NESCO/WESCO/SOUTHCO DISCOM at any time during the term of this Agreement. v.13.2.5 All the aforesaid audits/verifications shall be conducted by person(s) duly authorized for the specific purpose by the Agreement RepresentativeDISCOM. 13.2.6 The Distribution Franchisee shall comply with all reporting formats and data requirements prescribed by the Auditors. 13.2.7 SAFETY NORMS AND ACCIDENTS vi. Distribution franchisee shall abide by the prevailing acts, laws, by-laws or norms
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5" Formatted: Font: Bold Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5" Formatted: Indent: Left: 0.5", No bullets or numbering, Don't keep lines together
related to safety of persons & equipments published by state government or central government or any statutory body in the franchised area.
ARTICLE 14: INDEMNIFICATION Indemnity 19.114.1 The Distribution Franchisee during the term of this Agreement shall indemnify,
defend and hold NESCO/WESCO/SOUTHCO DISCOM harmless against: 19.1.114.1.1 Any acts of omissions/commission of Distribution Franchisee with regard to the NESCO/WESCO/SOUTHCODISCOM. In such event
electricity services provided by
Distribution Franchisee shall have no claim for compensation, incentive or any other claim against NESCO/WESCO/SOUTHCODISCOM. 19.1.214.1.2 Claims against NESCO/WESCO/SOUTHCO DISCOM made by any third party for
any act of commission or omission by Distribution Franchisee and Distribution Franchisee shall indemnify and hold NESCO/WESCO/SOUTHCO DISCOM harmless and compensate all the losses so caused to parties at the cost and expenses of Franchisee. NESCO/WESCO/SOUTHCODISCOM. NESCO/WESCO/SOUTHCO DISCOM shall also be entitled to defend any action with third
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19.1.314.1.3
All monetary obligations or losses or implications arising out of such action of Franchisee in the nature of costs, expenses or damages.
Distribution
NESCO/WESCO/SOUTHCO/DISCOM shall have no liability in respect of loss of profit, loss of income, loss of agreement or any other losses or damages suffered or arising out of or in connection with existence of any defects whether latent or apparent in electricity network and the obligation of Distribution Franchisee to provide support services shall remain unaffected thereby. 19.1.414.1.4 Claims on all the employees of NESCO/WESCO/SOUTHCO DISCOM on
deputation against any loss/implication arising out of the actions of Distribution Franchisee. 19.1.514.1.5 Non-payment of all taxes, duties, and statutory /local levies arising as a result of
this commercial transaction as required under Article 7.2.15 of this Agreement. 19.1.614.1.6 Non-compliance of the Laws, Regulations, Orders, License terms &
andconditions and Directives of [Name of the State Regulatory Commission]OERC by the Distribution Franchisee. 19.1.714.1.7 19.1.814.1.8 19.214.2 Any penalty imposed on account of non-compliance as stated hereinabove. This Indemnification shall survive the term of this Agreement. NESCO/WESCO/SOUTHCO DISCOM shall indemnify, defend and hold the
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight Formatted: Not Highlight
Distribution Franchisee harmless against: 19.2.114.2.1 Acts of commission or omission in the Franchise Area by
NESCO/WESCO/SOUTHCO DISCOM prior to the Effective Date of this Agreement. 19.2.214.2.2 Third party claims on account of NESCO/WESCO/SOUTHCO DISCOM Distribution
Assets as on Effective Date, for a period of sixtwo months from the Effective Date provided the Distribution Franchisee has taken all reasonable care of the Distribution Assets. The aggregate amount of the liabilities to be compensated by NESCO/WESCO/SOUTHCO DISCOM during the said period of sixtwo months in respect of all such claims shall be limited to Rs. 50 Lakhs. However such indemnity shall be limited only to legally established claims. 19.314.3 Procedure for claiming indemnity
Third party claims
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(a)
Where either party is entitled to indemnification from the other party pursuant to Article 14.1 or Article 14.2, it shall promptly notify the other party of such claim, proceeding, action or suit referred to in Article 14.1 or Article 14.2 in respect of which it is entitled to be indemnified. Such notice shall be given within seven (07) days as soon as reasonably practicable after thefrom Indemnified party becomes aware of such claim, proceeding, action or suit. The indemnifying party shall be liable to settle the indemnification claim within thirty [30] days] of receipt of the above notice. Provided however that, if: o(i) the Parties choose to contest, defend or litigate such claim, action, suit or proceedings in accordance with Article 14.23.1(b) below; and o(ii) the claim amount is not required to be paid/deposited to such third party pending the resolution of the dispute, The indemnifying party shall become liable to pay the claim amount to indemnified party or to the third party, as the case may be, promptly following the resolution of the dispute, if such dispute is not settled in favour of the indemnifying party.
Formatted: Indent: Hanging: 0.5", Numbered + Level: 1 + Numbering Style: a, b, c, + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Tab after: 0.5" + Indent at: 0.5"
Formatted: Indent: Left: 0.69", Hanging: 0.31", Numbered + Level: 2 + Numbering Style: i, ii, iii, + Start at: 1 + Alignment: Left + Aligned at: 0.75" + Tab after: 1.25" + Indent at: 1.25", Tab stops: 1", List tab + Not at 1.25"
(b)
The Indemnified Party may in consultation with the Indemnifying Party, contest, defend and litigate a claim, action, suit or proceeding for which it is entitled to be indemnified under Article 14.1 or Article 14.2 and the indemnifying Party shall reimburse to the indemnified Party all reasonable costs and expenses incurred in this respect. However, the indemnified Party shall not settle or compromise such claim, action, suit or proceedings without first getting the consent of the indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnifying Party may, at its own expense, assume control of the defense of any proceedings brought against the indemnified Party, if it acknowledges its obligation to indemnify, gives prompt notice of its intention to assume control of the defense, and employs an independent legal counsel at its own cost.
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19.414.4
Indemnifiable Losses
Where either party is entitled to Indemnifiable Losses from the indemnifying party pursuant to Article 14.1 or Article 14.2, it shall promptly notify the indemnifying party of the Indemnifiable Losses within seven (07) days. The indemnifying party shall pay the Indemnifiable Losses within [30] thirty days of receipt of the notice seeking Indemnifiable Losses by indemnified party. It is expressly agreed herein that the
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Indemnifiable Losses of either party shall be restricted to costs and expenses for all claims except for the Indemnifiable Losses for third party claims, wherein consequential damages shall also be included, if applicable. ARTICLE 15: INSURANCE
2.115.1 The Distribution Franchisee at its own discretion shall insure the assets purchased
during the term of this Agreement in its own name. Franchisee shall bear all premiums, costs and expenses towards renewal of insurance of existing assets done by DISCOM in the franchised area during the term of this agreement. 15.2 The Distribution Franchisee shall also obtain and keep in effect all Insurances required under laws of India.
2.215.3 DISCOM shall provide all necessary support and information to Distribution Franchisee
to file insurance claims.
ARTICLE 16: EVENT OF DEFAULT AND TERMINATION 18.116.1 Distribution Franchisee Event of Default
The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure event or a breach by NESCO/WESCO/SOUTHCO DISCOM its substantial obligations under this Agreement, shall constitute a Distribution Franchisee event of default: 18.1.116.1.1 Critical Event of Default
16.1.1.1 Critical Event of Default by the Distribution Franchisee shall mean failure or refusal by Distribution Franchisee to perform its following obligations under the Agreement: a) b) c) Failure on account of Distribution Franchisee to make payments as per Article- 7 of this Agreement; Failure to submit in time the Information Report as per Article 13.1.1, 13.1.2 and 13.1.3; Failure to maintain a security deposit, default escrow arrangement, letter of Credit and performance guarantee as per the Article 11 of this Agreement.
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d) e)
Failure to maintain minimum service quality due to inadequate network investments in case of DF with Investment plan under CAPEX model. Failure to achieve the target loss level of the relevant year for consecutive two years.
16.1.1.2 The other Critical Events of Default are: a. The Distribution Franchisee has engaged in a corrupt practice or/and fraudulent practice in competing for executing the contract. b. A resolution for winding up has been passed by the majority shareholders of the Distribution Franchisee. c. The Distribution Franchisee is declared insolvent or bankrupt. d. The Distribution Franchisee has unlawfully repudiated this Agreement or has otherwise expressed an intention not to be bound by this agreement. e. Any representation or warranty made by the Distribution Franchisee during the term of the agreement is found to be false and misleading. f. The Distribution Franchisee is indulging in any malpractice or corrupt practice or fraudulent practice(s). gf. Sale of Input energy in the Franchise Area to any party outside the Franchise Area. gh. Failure to comply with non-critical events of default within the specified period. 18.1.216.1.2 Non-critical Event of Default
Non-critical Event of Default by the Distribution Franchisee shall mean failure or refusal by Distribution Franchisee to perform its following obligations under the Agreement: 16.1.2.1 Failure to submit periodic performance report (Billing and Collection report, updation of Assets Register on monthly basis, Energy audit report) to NESCO/WESCO/SOUTHCO DISCOM after a stabilization period of two months from Effective Date. 16.1.2.2 Reporting inconsistencies in energy/ revenue accounting, if observed during periodic/ unscheduled inspection. 16.1.2.3 Failure to comply with any other material terms and conditions, as applicable under this Agreement for a consecutive period of thirty (30) days. 16.1.2.4 Persistent non-compliance of Standards of Performance laid down by OERC after the first Contract Year. Persistent would mean noncompliance of any of terms of Standards of Performance in all similar cases for a continuous period of three months.
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16.1.2.5 Persistent non-compliance of OERC Electricity Supply Code and Other Conditions of Supply as approved and modified from time to time after the first Contract Year. Persistent would mean repeated non-compliance of any of terms of OERC Electricity Supply Code and Other Conditions of Supply for a continuous period of three months. 16.1.2.6 Failure to deposit statutory payments of NESCO/WESCO/SOUTHCO DISCOM dDeputationist employees within the stipulated period. 16.1.2.7 Failure on account of Distribution Franchisee to comply with all the relevant labour laws applicable to NESCO/WESCO/SOUTHCO DISCOM dDeputationist employees. If any of the above is in default for a period of more than 60 days, it shall become a Critical Event of Default and shall be deemed to be included in Article 16.1.1.1 of this Agreement. 16.1.2.8 On the occurrence of DF event of default and termination under any of the provisions set in this Agreement or in the opinion of DISCOM situation does not permit DF to carry out work, DISCOM shall be entitled to suspend this agreement by issuing a 15 days Suspension Notice to the DF and carry on the Distribution in franchised area by itself. If such event continues to exist beyond a period of three (03) months from the date of issuance of the Suspension Notice, DISCOM shall be entitled to terminate this Agreement after the expiry of such suspension period after issuing a termination notice to DF and this agreement shall stand terminated from the date of receipt of the termination notice to DF. 18.216.2 NESCO/WESCO/SOUTHCO DISCOM Event of Default
Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Indent: Left: 0", Hanging: 0.63", Don't keep lines together
The occurrence and continuation of any of the following events, unless any such event occurs as a result of a Force Majeure Event or a breach by Distribution Franchisee of its substantial obligations under this Agreement, shall constitute a NESCO/WESCO/SOUTHCO DISCOM Event of Default: a) Critical Event of Default
Page 56 of 95
NESCO/WESCO/SOUTHCO does not ensure the supply of power to Distribution Franchisee of acceptable quality standards as per Article 5.4 above 90% of entitled prorata quantity as per article 5.4.1 for a period of six days in a calendar month.DISCOM is in material breach of this Agreement and such breach has a material adverse effect on the DF and DISCOM has failed to cure such breach or take effective steps on receipt of notice from the DF for curing such Breach(s) as specified in the notice. DISCOM repudiates this Agreement or otherwise evidences an irrevocable intention not to be bound by this Agreement. b) Non-Critical Event of Default Breach of Aany other material terms and conditions, as applicable under this Agreement for a consecutive period of thirty (30) days. If the default continues for a period of more than 60 days, it shall become a Critical Event of Default. 18.316.3 18.3.116.3.1 Termination Procedure for Event of Default by Distribution Franchisee On the occurrence of any Event of Default, or its coming to notice of
Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
NESCO/WESCO/SOUTHCODISCOM, NESCO/WESCO/SOUTHCO DISCOM shall issue an Event of Default notice to the Distribution Franchisee. 18.3.216.3.2 The Distribution Franchisee shall eliminate/ mitigate consequences of such
Event of Default within a period of 15 days for Event of Default cited at 16.1.1.1 and 60 days for Events of Default cited at 16.1.1.2. 18.3.316.3.3 In case the Distribution Franchisee is unable to eliminate/ mitigate the
consequences of Event of Default within the period stipulated at 16.3.2 a preliminary notice of termination may be served by NESCO/WESCO/SOUTHCO DISCOM to the Distribution Franchisee, elaborating the event of default by Distribution Franchisee. 18.3.416.3.4 If the default is not cured within a period of thirty days from the date of issue of
the preliminary notice of termination as provided in Article 16.3.3, this Agreement may be terminated after serving the final termination notice to the Distribution Franchisee. 18.3.516.3.5 It is expressly agreed that both the parties shall continue to perform their
respective obligations until the serving of final termination notice, whereupon this Agreement shall terminate on date of such notice.
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18.3.616.3.6
NESCO/WESCO/SOUTHCO DISCOM shall exercise its Step-in rights after serving
the final termination notice. The Distribution Franchisee shall be obliged to extend transition assistance for a period of 30 days from the serving of such Final termination notice, failing which the costs and expenses incurred by NESCO/WESCO/SOUTHCO DISCOM on the account of non-provision of such assistance by the Distribution Franchisee shall be recovered from the Termination payment of the Distribution Franchisee. 18.416.4 Default 18.4.116.4.1 the On the occurrence of Event of Default by NESCO/WESCO/SOUTHCO,DISCOM, Distribution Franchisee shall issue an Event of Default notice to Termination Procedure for NESCO/WESCO/SOUTHCO DISCOM Event of
Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
NESCO/WESCO/SOUTHCO.DISCOM 18.4.216.4.2 NESCO/WESCO/SOUTHCO DISCOM shall eliminate/ mitigate consequences of
such Event of Default within a period of 60 days. 18.4.316.4.3 In case NESCO/WESCO/SOUTHCO DISCOM is unable to eliminate/ mitigate the
consequences of Event of Default, a preliminary notice of termination may be served by the Distribution Franchisee to NESCO/WESCO/SOUTHCO,DISCOM, elaborating the Event of Default by NESCO/WESCO/SOUTHCO.DISCOM 18.4.416.4.4 If the default is not cured within a period of thirty days from the date of serving
of preliminary termination notice, this Agreement may be terminated after serving the final termination notice to the defaulting Party. 18.4.516.4.5 It is expressly agreed that both the parties shall continue to perform their
respective obligations until the serving of final termination notice, whereupon this Agreement shall terminate on the date of such notice. 16.4.6 NESCO/WESCO/SOUTHCO DISCOM shall exercise its Step-in rights after receiving the final termination notice. The Distribution Franchisee shall be obliged to extend transition assistance for a period of 30 days from the serving of such Final termination notice, failing which the costs and expenses incurred by NESCO/WESCO/SOUTHCO DISCOM on the account of non-provision of such assistance by the Distribution Franchisee shall be recovered from the Termination payment of the Distribution Franchisee.
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Don't keep lines together, Tab stops: 0.5", Left
Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5"
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18.4.616.4.7
Either party during the currency of the agreement, if desire, due to any reason
of its own by serving a notice of three (03) month can terminate the agreement. 18.516.5 18.5.116.5.1 a) Consequences of Termination Consequences of Termination for Distribution Franchisee Event of Default
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
Without prejudice to the other rights of NESCO/WESCO/SOUTHCO DISCOM in case of termination, Distribution Franchisee shall pay all the dues payable to NESCO/WESCO/SOUTHCO DISCOM on the date of termination. Distribution Franchisee shall pay dues to third parties only after the payment of all NESCO/WESCO/SOUTHCO DISCOM dues.
b)
NESCO/WESCO/SOUTHCO DISCOM has right to make good any shortfall from the performance guarantee.
c)
NESCO/WESCO/SOUTHCO DISCOM unconditionally reserves the right to claim from Distribution Franchisee any costs, expenses or loss that it may have incurred by reason of breach of failure on the part of Distribution Franchisee to observe and perform any of the terms and conditions of the agreement.
d)
On termination of this Agreement however occasioned, the Distribution Franchisee shall forth with deliver to NESCO/WESCO/SOUTHCO DISCOM all papers including the forms used, partially used and unused receipts books, all promotional materials and documents which may have come into its possession or custody under the terms of this Agreement or otherwise.
e)
The Distribution Franchisee shall furnish a certificate of Non encumbrance to claim the amount due to him as per provisions of Article-5.2.
18.5.216.5.2
Consequences of Termination for NESCO/WESCO/SOUTHCO DISCOM Event of
Default Without prejudice to the other rights of Distribution Franchisee in case of termination, NESCO/WESCO/SOUTHCO DISCOM shall pay all the dues payable to Distribution Franchisee on the date of termination.
Formatted: Indent: Left: 0", Hanging: 0.5" Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
18.616.6 18.6.116.6.1 Notice
Step In Rights of NESCO/WESCO/SOUTHCODISCOM Step-in Rights in case of Event of Default after serving of Final Termination
Page 59 of 95
Formatted: Tab stops: 3.95", Left
a) NESCO/WESCO/SOUTHCO DISCOM or its Designate(s) shall be entitled to immediately enter any and/or all of the Site(s) and operate the Distribution System and collect revenues due from Consumers. b) NESCO/WESCO/SOUTHCO DISCOM shall have the right to invoke the Bank Guarantee against the Security Deposit furnished by the Distribution Franchisee to recover all its dues and outstanding amounts. c) The Distribution Franchisee shall transfer all the Fixed Assets brought in as a part of the New Capital Expenditure in the Franchise Area in accordance with the Article-5.2. The Distribution franchisee shall not 18.6.216.6.2 a) Step-in Rights in the Event of Abandonment by the Distribution Franchisee
NESCO/WESCO/SOUTHCO DISCOM or its Designate(s) shall be entitled to immediately enter any and/or all of the Site(s) and operate the Distribution System.
b)
NESCO/WESCO/SOUTHCO DISCOM shall issue a take-over notice to the Agreement Representative and serving of such notice shall be treated as a deemed takeover of operations by NESCO/WESCO/SOUTHCO.DISCOM
c)
NESCO/WESCO/SOUTHCO DISCOM shall invoke the Performance Guarantee and LC against the security deposit furnished by the Distribution Franchisee.
d)
All Current Assets of the Distribution Franchisee in the Franchise Area shall stand transferred to NESCO/WESCO/SOUTHCO.DISCOM
e)
All Capital (Moveable and Immoveable) Assets of the Distribution Franchisee brought in the Franchise Area in accordance with Article 5.2 shall stand transferred to NESCO/WESCO/SOUTHCO.
f)
However, the liability of meeting the repayment obligations on account of financing arrangements for such assets shall lie with the Distribution Franchisee.
Formatted: Indent: Left: 0", First line: 0", Tab stops: 0.5", Left
18.6.316.6.3
Step-in Rights of NESCO/WESCO/SOUTHCO DISCOM in the Events of Partial
Disruption of electric supply services
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In case of disruption of electric supply services in any part of the Franchise Area, leading to severe public inconvenience, NESCO/WESCO/SOUTHCO DISCOM shall have a right to step-in the Franchise Area and restore electric supply services. The costs and expenses incurred for restoration by NESCO/WESCO/SOUTHCO DISCOM shall be borne by the Distribution Franchisee. 18.716.7 18.7.116.7.1 Mode of Expiry Payment The expiry payment to the Distribution Franchisee shall consist of the following:
Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0.56", Hanging: 0.19", Numbered + Level: 1 + Numbering Style: a, b, c, + Start at: 1 + Alignment: Left + Aligned at: 1.19" + Indent at: 1.44", Tab stops: Not at 0.5" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
1. Depreciated Value of capital assets worked out as per Article-5.2; 2. Value of current assets worked out as per Article-5.3; 3.a) Arrears accrued in the last one-month prior to Expiry as per Article-8.11.
18.7.2 An amount equal to 70% of the depreciated value of capital assets on Expiry Date worked out as per the audit conducted at the end of [Year immediately preceding the last year of the contract] contract year shall be released to the Distribution Franchisee not later than 15 days from the Expiry Date upon furnishing of a certificate of nonencumbrance by the Distribution Franchisee and from the bankers of the Franchisee. 18.7.3 The balance payment on account of capital assets after accounting for deviations shall be released on completion of physical verification and auditing but not later than 60 days from expiry subject to fulfillment of all of the following: a) Such Assets have been physically verified by the Joint Audit Team of NESCO/WESCO/SOUTHCO and the Distribution Franchisee and have been found to be in working order. The verification shall be completed within one month after Expiry of the agreement. In case of shortfalls, the non disputed amount shall be released promptly. b) The Distribution Franchisee has furnished a Certificate of Non-encumbrance issued both by the Franchisee as well as its bankers in respect of such Distribution Assets. c) The title and possession of such assets has been transferred to NESCO/WESCO/SOUTHCO. 18.7.4 The payment for current assets due to the Distribution Franchisee shall be released not later than 60 days from Expiry date.
Formatted: Indent: Left: 0.56", Hanging: 0.31", Numbered + Level: 1 + Numbering Style: i, ii, iii, + Start at: 1 + Alignment: Left + Aligned at: 0.13" + Tab after: 0.63" + Indent at: 0.63", Tab stops: Not at 0.63"
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18.7.5 NESCO/WESCO/SOUTHCO DISCOM shall pay/adjust the collection made make payment towards arrears accrued in the succeeding one month from the expiry/termination of agreement one month prior to the Expiry against the arrears accumulated during the period of franchisee operation to the franchisee account after after such an amount has been jointly determined verification by both parties. The above exercise shall be completedand agreed by NESCO/WESCO/SOUTHCO and Distribution Franchisee. The liability of NESCO/WESCO/SOUTHCO shall be limited to making payment of 90% of such amount within 60 days of such joint determination. 16.7.2 within Three (03) months from the Expiry / Termination of agreement. 18.7.616.7.3 All the above payments shall be released after deductions on account of any
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Not Highlight Formatted: Not Highlight
Formatted: Space Before: 0 pt, After: 0 pt, Line spacing: Multiple 1.25 li, Keep lines together, Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0.75", Hanging: 0.25", Numbered + Level: 2 + Numbering Style: i, ii, iii, + Start at: 1 + Alignment: Left + Aligned at: 0.63" + Tab after: 1.13" + Indent at: 1.13", Tab stops: Not at 1.13" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
outstanding amount towards NESCO/WESCO/SOUTHCO,DISCOM, if any. 18.816.8 Mode of Termination Payment in case of NESCO/WESCO/SOUTHCO DISCOM
Event of Default 18.8.116.8.1 The Termination payment to the Distribution Franchisee shall consist of the
following: a. Depreciated Value of capital assets worked out as per Article-5.2; b. Value of current assets worked out as per Article-5.3; c.i) Arrears accrued in the last one-month prior to termination as per Article-8.11 18.8.2 An amount equal to 50% of the depreciated value of capital assets on Termination date worked out as per the audit conducted at the end of last contract year shall be released to the Distribution Franchisee not later than 15 days from the Termination Date upon furnishing of a certificate of non-encumbrance by the Distribution Franchisee and from the bankers of the Franchisee. 18.8.3 The balance payment on account of capital assets after accounting for deviations shall be released on completion of physical verification and auditing but not later than 60 days from Termination Date subject to fulfillment of all of the following: (a) Such Assets have been physically verified by the Joint Audit Team of NESCO/WESCO/SOUTHCO and the Distribution Franchisee and have been found to be in working order. The verification shall be completed within one month after Termination of the agreement. In case of shortfalls, the non-disputed amount shall be released promptly.
Formatted: Indent: Left: 0.75", Hanging: 0.25", Numbered + Level: 1 + Numbering Style: i, ii, iii, + Start at: 1 + Alignment: Left + Aligned at: 0.53" + Tab after: 1.03" + Indent at: 1.03", Tab stops: 1", List tab + Not at 1.03"
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(b) The Distribution Franchisee has furnished a Certificate of Non-encumbrance issued both by the Franchisee as well as its bankers in respect of such Distribution Assets. (c) The title and possession of such assets has been transferred to NESCO/WESCO/SOUTHCO. 18.8.4 The payment for current assets due to the Distribution Franchisee shall be released not later than 60 days from Termination date. 16.8.2 DISCOM shall make payment towards arrears accrued during the term of agreement for one month prior of Expiry/Termination, benchmarked to the prevailing level of Collection Efficiency. Such amount shall be jointly determined and agreed by DISCOM and Distribution Franchisee. The said arrears of last month shall be collected and remitted by DISCOM to the Distribution Franchisee within Three (03) months of Expiry / Termination Date. 18.8.5 NESCO/WESCO/SOUTHCO shall make payment towards arrears accrued one month prior to such Termination after such an amount has been jointly determined and agreed by NESCO/WESCO/SOUTHCO and Distribution Franchisee. The liability of NESCO/WESCO/SOUTHCO shall be limited to making payment of 90% of such amount within 60 days of such joint determination. 18.8.616.8.3 All the above payments shall be released after deductions on account of any
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0.5"
outstanding amount towards NESCO/WESCO/SOUTHCO,DISCOM, if any 18.916.9 Default 18.9.116.9.1 The Termination payment to the Distribution Franchisee shall consist of the Mode of Termination Payment in case of Distribution Franchisee Event of
following: a) b) Depreciated Value of capital assets worked out as per Article-5.2; Value of current assets worked out as per Article-5.3;
ca) Arrears accrued in the last one-month prior to Expiry as per Article-8.11. 18.9.2 An amount equal to 50% of the depreciated value of capital assets on Termination date worked out as per the audit conducted at the end of last contract year shall be released to the Distribution Franchisee not later than 15 days from the Termination Date upon furnishing of a certificate of non-encumbrance by the Distribution Franchisee.
Page 63 of 95
18.9.3 The balance payment on account of capital assets after accounting for deviations shall be released on completion of physical verification and auditing but not later than 60 days from Termination Date. 18.9.4 The payment for current assets due to the Distribution Franchisee shall be released not later than 60 days from Termination date. 16.9.2 DISCOM shall make payment towards arrears accrued during the term of agreement for one month prior of Expiry/Termination benchmarked to the prevailing level of Collection Efficiency. Such amount shall be jointly determined and agreed by DISCOM and Distribution Franchisee. The said arrears of last month shall be collected and remitted by DISCOM to the Distribution Franchisee within Three (03) months of Expiry / Termination Date. 18.9.5 The payment for arrears accrued in the last one month prior to expiry shall be released not later than 90 days from the Termination date. 16.9.3 All the above payments shall be released after deductions on account of any outstanding amount towards NESCO/WESCO/SOUTHCO,DISCOM, if any. 16.9.4 In case of termination followed by suspension of franchisee operations under Article 16.1.2.8 of this Agreement, DISCOM and distribution franchisee shall jointly verify the receivable of distribution franchisee against the period of operation prior to suspension notice. The above exercise shall be completed within Three (03) months from the Expiry/Termination of agreement. 18.9.6 ARTICLE 17: GOVERNING LAW AND DISPUTE RESOLUTION i.17.1 Governing Law i.17.1.1 This Agreement has been executed and delivered in India and its interpretations, validity and performance shall be construed and enforced in accordance with the laws of India and also the laws applicable to the Odisha/Orissa. ii.17.1.2 Any dispute arising out of compliance/ non-compliance of this Agreement shall be exclusively under the jurisdiction of court at Bhubaneswar/Sambalpur[Name of the Place].
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Left: 0.5", No bullets or numbering
Formatted: Indent: Left: 0.5", No bullets or numbering
Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
Page 64 of 95
iii.17.1.3
Disputes
between
the
consumers
in
the
Franchise
Area
and
NESCO/WESCO/SOUTHCO DISCOM shall be referred to the existing relevant Consumer Grievance Redressal Forums. ii.17.2 Amicable Settlement i.17.2.1 Either Party shall be entitled to raise any dispute or differences of whatever nature arising under, out of or in connection with this Agreement including its existence or validity by giving a written notice to the other Party, which shall contain: a)(i)The details of the Dispute; b)(ii) c)(iii) The grounds for such Dispute; and All documentary evidence in support of its claim.
Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Hanging: 0.25", Numbered + Level: 1 + Numbering Style: i, ii, iii, + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Tab after: 1" + Indent at: 1" Formatted: Indent: Hanging: 0.25", Numbered + Level: 1 + Numbering Style: i, ii, iii, + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Tab after: 1" + Indent at: 1", Tab stops: 1", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Indent: Hanging: 0.25", Numbered + Level: 1 + Numbering Style: i, ii, iii, + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Tab after: 1" + Indent at: 1", Tab stops: 1", Left + Not at 0.5" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
ii.17.2.2 The other Party shall, within thirty (30) days of receipt of dispute notice issued under Article 17.2.1, furnish: 1.(i) Counter-claim and defences if any regarding the Dispute; and 1.(ii) iii.17.2.3 All documentary evidence in support of its defences and counter-claim.
Both the parties shall constitute a Permanent Dispute Resolution Body having
equal representation from each of the parties. The disputes or differences arising under this Agreement shall be referred for resolution to this body, which shall communicate its decision within Thirty (30)Forty Five (45) days. iv.17.2.4 In case of non-settlement of dispute by the Permanent Dispute Resolution body,
such dispute or differences shall be referred for decision to a body constituted of MD, NESCO/WESCO/SOUTHCO DISCOM and Head, Distribution Franchisee (by whatever name called) which shall communicate its decision within a period of 15 (fifteen) days.
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17.2.5 Any dispute arising out of, in connection with or with respect to this agreement, the subject matter hereof, the performance or nonperformance of any obligation hereunder, which cannot be resolved by negotiation between the Parties and the Dispute Resolution procedure as stated in the foregoing Articles, shall be exclusively submitted to arbitration at the request of either party upon written notice to that effect to the other party and. The proceedings shall be conducted by an arbitrator appointed by the principal party (DISCOM) subject to the provisions of the Arbitration and Conciliation Act, 1996 (the Arbitration Act) as amended from time to time by a panel consisting of three arbitrators. sole arbitrator appointed by the Distribution Licensee. v. vi. While submitting the dispute or difference to arbitration in accordance with this Article the Party so submitting shall, in its notice, specify the name of one arbitrator appointed by it. Within 30 (thirty) days of the receipt of notice, the other Party shall appoint an arbitrator. The third arbitrator (who will act as the chairman) shall be nominated by the two arbitrators appointed as aforesaid or, failing such nomination within 30 (thirty) days of the appointment of the second arbitrator, shall be appointed in accordance with the Arbitration & Conciliation Act, 1996.
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Keep lines together, Tab stops: 0.5", Left
Formatted: Font: Calibri, 11 pt, No underline Formatted: Font: Calibri, 11 pt, No underline Formatted: Font: Calibri, 11 pt, No underline Formatted: Indent: Left: 0.5", No bullets or numbering Formatted: Line spacing: 1.5 lines, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5"
Formatted: Line spacing: 1.5 lines, Don't keep lines together, Tab stops: Not at 0.5"
vii.17.2.6
The language of the arbitration shall be English. The venue of Arbitration shall
be at Bhubaneswar or at the Corporate Headquarters of the Distribution Licensee in Orissa. [Name of the Place]. viii.17.2.7 The arbitration award shall be in writing. The arbitrators shall also decide on the
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: No underline Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5"
costs of the arbitration proceedings. 17.2.8 The Parties agree that the award of the arbitrators shall be final and binding upon the Parties. ix.17.2.9 The entire process of arbitration should be completed within a period of Three
(03) months. x.17.2.10 Notwithstanding anything to the contrary contained in this Agreement, the
Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
provisions of this Article 17 shall survive the termination of this Agreement. 17.2.11 Both the parties shall continue to perform their respective obligations during the conduct of the Dispute Settlement Procedure.
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xi.17.2.12
The expenses of arbitration including the fees of the arbitrator shall be equally
Formatted: List Paragraph, Left, Line spacing: single, No bullets or numbering, Don't keep lines together, Tab stops: Not at 0.5" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left Formatted: Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27" Formatted: Outline numbered + Level: 3 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.5" + Indent at: 0.5", Tab stops: 0.5", Left
borne by both the parties to the agreement. iii.17.3 Disputed Payments i.17.3.1 An invoice raised by NESCO/WESCO/SOUTHCO DISCOM in terms of Article-7 can be disputed by the Distribution Franchisee; however, the Distribution Franchisee shall remit the payment under protest against the same to NESCO/WESCO/SOUTHCO DISCOM within the stipulated time. Cases of excessive billing, if any, during the last three months shall be jointly identified by the NESCO/WESCO/SOUTHCO DISCOM and DF and shall be referred to the high level committee envisaged under Annexure 54 Procedure for recovery of arrears in the Distribution Franchisee Agreement. Such excessive amount shall be excluded from the payment responsibility within three months ii.17.3.2 In case the dispute is resolved in the favour of the Distribution Franchisee, NESCO/WESCO/SOUTHCO DISCOM shall within 7 days of settlement of such dispute refund the excess amount in next monthly invoice. iii.17.3.3 The information submitted by Distribution Franchisee and forming a basis for
the Invoice can also be disputed by NESCO/WESCO/SOUTHCO.DISCOM iv.17.3.4 In case the dispute is resolved in the favour of
NESCO/WESCO/SOUTHCODISCOM, the Distribution Franchisee shall within 7 days of settlement of such dispute refund the additional amount with next monthly invoice. iv.17.4 Severability If any section, provision or Article of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, or is pre-empted by central or state laws, regulations or regulatory agencies, the remainder of this Agreement shall not be affected, except as is otherwise provided in this agreement. However if the implication of such a situation is significant, both the parties may mutually decide the future course of action.
ARTICLE 18: FORCE MAJEURE
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18.1
No Party shall be liable to the other Parties if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with due to occurrence of any event of force Majeure beyond the parties control, which cannot be reasonably forecast or prevented, thereby, hindering the performance by the parties of any of their obligations hereunder. The Party claiming an event of force majeure shall promptly notify the other Parties in writing, and provide full particulars of the cause or event and the date of first occurrence thereof as soon as possible after the event and also keep the other Parties informed of any further developments. The Party so affected shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when such cause is removed. For the purpose of clarity, the Parties agree that the failure of a Party to adhere to any statutory or regulatory requirement or to obtain necessary approvals shall not be deemed to be a force majeure situation. A condition of force majeure shall not relieve any Party of any obligation due under this Agreement prior to the event of force majeure The Franchisee and the DISCOM shall not be liable for any claim for loss, damage or compensation whatsoever arising out of failure of supply when such failure is due either directly or indirectly to war, mutiny, civil commotion, riot, strike, lockout, fire, flood, tempest, lightning, earthquake or other force, accident or cause beyond his control.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" + 1"
18.2
In the event of restriction / regulation (planned load shedding) on power supply ordered by the Commission under Section 23 of the Act, the licensee shall be under no obligation to supply energy contracted for.
Formatted: Indent: Left: 0.5", No bullets or numbering, Tab stops: Not at 1" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" + 1" Formatted: No bullets or numbering, Tab stops: Not at 1" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" + 1" Formatted: No bullets or numbering, Tab stops: Not at 1" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.27" + Indent at: 0.27", Tab stops: Not at 0.27" +
18.3
The franchisee shall curtail or stagger or altogether stop using electricity when so directed by the engineer or the designated authority of DISCOM if the power supply position or any other emergency in the licensees system of supply warrants such a course.
1.
The franchisee for the purpose of maintenance of its supply system in its area may temporarily discontinue supply of power area for such period as may be reasonably necessary for completing maintenance work with advance intimation to DISCOM.
18.5
In the event of a prolonged event of Force Majeure (continuing for a period of more than 30 days) a preliminary notice of termination may also be issued by either Party leading to the termination of the Agreement. The payment mechanism for this case shall be the same as described in Article-16.7 of this agreement.
Formatted: Indent: Hanging: 0.5"
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ARTICLE 19: MISCELLANEOUS PROVISIONS 1.19.1 NESCO/WESCO/SOUTHCO DISCOM shall refrain from unreasonably interfering with the Distribution Franchisee in exercising of its rights or the performance of or compliance with its obligations under this Agreement. NESCO/WESCO/SOUTHCO DISCOM shall make all reasonable efforts to ensure that its staff not assigned to the Franchise Area does not impede the Distribution Franchisee from exercising its rights or performing its obligations under this Agreement. 1.19.2 The Parties shall establish formal communication means for purposes of exercising their respective rights and performing or complying with their respective obligations under this Agreement. Each of the Parties shall designate an EngineerOfficer-in-charge who is duly authorized to act on behalf of the respective Parties, to liaise for purposes of and carry out Agreement Management pertaining to the management of all matters related to the compliance with the requirements of this Agreement. The OfficerEngineer-incharge shall be of the rank of Chief Engineer or equivalentHead of Commerce and above from NESCO/WESCO/SOUTHCO DISCOM and a rank of General Manager and above from Distribution Franchisee. 1.19.3 Both the parties shall duly appoint their respective Agreement Representatives and the Disputes or differences arising out of the execution of this Agreement shall be dealt by them. The Agreement Representative shall be of the rank of Executive Director or equivalent and above from both the sides. 1.19.4 Distribution Franchisee may consider the use of innovative operating systems and technical solutions for loss reduction, theft prevention, credit control, etc. If such a system is being implemented then the Distribution Franchisee will submit information about such plans, processes and procedures to NESCO/WESCO/SOUTHCO.DISCOM All these systems must be in compliance with the central or state Regulatory authority and Licensee conditions. NESCO/WESCO/SOUTHCO,DISCOM, in consultation with the Distribution Franchisee may depute a reasonable number of its employees to be trained on such new systems and processes. 1.19.5 In the event the Distribution Franchisee undergoes merger/ acquisition/amalgamation, it will duly seek approval from NESCO/WESCO/SOUTHCO DISCOM for assignment of this agreement to the new entity. This would facilitate better coordination with the new entity.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25"
Page 69 of 95
1.19.6 The necessary approvals/consents under this agreement shall not be withheld or delayed unreasonably by any of the party. Any approval or consent given under this Agreement shall be valid only if given in writing. 1.19.7 The Distribution Franchisee may create second charge on its on the total revenue realization from sale of energy after the first and paramount charge of DISCOM over the said revenue the aforesaid revenue realization is excluding ED and miscellaneous towards the monthly invoice. gross margin i.e. the revenue realizations less the amount payable to NESCO/WESCO/SOUTHCO as per the regular invoices. Notwithstanding the foregoing, the repayment obligations in all cases shall lie with the Distribution Franchisee. 1.19.8 The language of communication between two parties shall be English only. 1.19.9 The Distribution Franchisee shall not use the NESCO/WESCO/SOUTHCO DISCOM assets for any other use except for distribution of electricity and activities concerned with the subject of this Franchisee 1.19.10 NESCO/WESCO/SOUTHCO DISCOM at the request of the Distribution Franchisee shall pursue with the relevant agencies for the augmentation of EHVEHT line and transformer capacity for Franchise Area.
Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Not Highlight Formatted: Indent: Left: 0", Hanging: 0.5", Outline numbered + Level: 2 + Numbering Style: 1, 2, 3, + Start at: 1 + Alignment: Left + Aligned at: 0" + Tab after: 0.25" + Indent at: 0.25", Tab stops: Not at 0.25" Formatted: Not Highlight Formatted: Not Highlight Formatted: Not Highlight
1.19.11 NESCO/WESCO/SOUTHCO DISCOM shall mark a copy of the Directives received by it under applicable laws, Regulations and Directives of OERC, which are not in the public domain. 1.19.12 Notices
Notices to be given under this Agreement shall be in writing and in the English language. All notices must be delivered personally, by registered or certified mail or by facsimile transmission to the address given below:
For NESCO/WESCO/SOUTHCOWestern Electricity Supply Company of Orissa Limited EngineerOfficer in Charge: [Head of Commerce] Chief Engineer Phone: Fax: E-Mail:
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Agreement Representative: Phone: Fax: E-Mail: For Distribution Franchisee: EngineerOfficer-in-charge:
1.19.13 Agreement Representative:
All notices shall be effective: (I) if sent by facsimile transmission, when sent (on receipt of confirmation of the correct number or address); (ii) if sent by registered post or certified mail, within 5 days of dispatch; and (iii) if delivered personally, on receipt by intended recipient. Provided that all notices given by facsimile transmission shall be confirmed by registered or certified mail. Each party shall forthwith notify the other party of any change in its address to which notices under this Agreement are to be delivered, mailed or facsimiled. 1.19.14 Amendment: This Agreement may be amended only by written agreement of the Parties hereto, duly executed by an authorized representative of each of the Parties hereto. 1.19.15 Non-Waiver The failure in any one or more instances of a Party to insist upon performance of any of the terms, covenants or conditions of this Agreement, to exercise any right or privilege in this Agreement conferred or the waiver by said party of any breach of any of the terms, covenants or conditions of this Agreement shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect. 1.19.16 Binding Effect This Agreement and the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Annexures attached hereto form part of the Agreement.
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NESCO/WESCO/SOUTHCO DISCOM and the Distribution Franchisee hereby represents and warranties that: a) They are not prevented under the applicable Laws and Regulations to enter into this Agreement; b) They have obtained the required authorizations/ permits to sign this Agreement. IN WITNESS WHEREOF the Parties have executed these presents through their authorized representatives at [Name of the Place]. For and on behalf of NESCO/WESCO/SOUTHCO DISCOM Distribution Franchisee)] _________________________ Signature with seal Witness: 1. 2. _________________________ Signature with seal Witness: 1. 2. For and on behalf [M/s (Insert name of
Page 72 of 95
20. A. B. BC. CD. DE. EF. FG.
List of Annexure (1-87) Annexure 1: Brief description of Franchisee Area Annexure 2: Methodology for energy audit Annexure 32: Specifications of consumer service center Annexure 34: Schedule of Annualized Energy Input Rates Annexure 45 : Procedure for recovery of arrears Annexure 56 : Deputation Rules of NESCO/WESCO/SOUTHCO DISCOM Annexure 67: Format of Performance Bank Guarantee
G.H Annexure-78: Notification Of Electricity Duty
Page 73 of 95
Formatted Formatted
... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...
1.
ANNEXURE-1: BRIEF DESCRIPTION OF FRANCHISE AREA
Formatted Formatted Formatted
Table 1: Organisational Structure S. No. Name of the Division Particulars of Sub Divisions Deogarh Reamal 1 Deogarh Teleibani Barkote Budhapal S. No. 1 2 3 Name of the Division Particulars of Sub Divisions
Formatted Formatted Formatted Formatted Table Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted
Table 2: Distribution Infrastructure Summary

Particulars No. of EHT Sub-station 33 kV Input Points 11 kV Input Points 33 kV Input Points (Cross Over) Total Input Points Units Nos. Nos. Nos. Nos. Nos. Particular 3 2 10 1 3 19 33 kV Substations 33 kV Substations Capacity 11 kV Switching Stations 33 kV Feeders 11 kV Feeders Nos. MVA Nos. Nos. Nos. 3 18.95 2 12
Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted
33 KV Lines Over head Line Km 48
Page 74 of 95
Formatted Formatted Formatted Formatted
... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...
Under Ground Total
Km Km
48
Formatted Formatted Formatted Formatted Formatted
11 KV Lines Over head Line Under Ground Total Km Km Km 1355 1355
Formatted Formatted Formatted Formatted Formatted Formatted Formatted
L.T. Lines Over head Lines Under Ground Total Km Km Km 720 0 720
Formatted Formatted Formatted Formatted Formatted Formatted Formatted
Poles 33 KV Lines 11 KV Lines L.T. Lines Total Nos. Nos. Nos. Nos. 515 16901 18201 35617
Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted
11 KV/433 V DTC
Capacity / Nos.
1. 315kV-1No. 2. 250kV-3 No. 3. 200kV-6 No. 4. 100kV-62 No. 5. 63kV-64 No. 6. 50kV-3 No. 7. 25 kV-225 No. Particular
Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted Formatted
Particulars No. of EHV Sub-station 33 kV Input Points 11 kV Input Points 33 kV Input Points (Cross Over) Total Input Points 33 kV Substations
Units Nos. Nos. Nos. Nos. Nos. Nos.
Page 75 of 95
Formatted Formatted Formatted Formatted Formatted
33 kV Substations Capacity 11 kV Switching Stations 33 kV Feeders 11 kV Feeders 33 KV Lines Over head Line Under Ground Total 11 KV Lines Over head Line Under Ground Total L.T. Lines Over head Lines Under Ground Total Poles 33 KV Lines 11 KV Lines L.T. Lines Total 11 KV/433 V DTC
MVA Nos. Nos. Nos.
Km Km Km
Km Km Km
Km Km Km
Nos. Nos. Nos. Nos. Nos.
Table 3: Details of Transmission EHVEHT Substations for input supply to [Name of the Area] City
Name of the Division Deogarh Name of EHT/HT Substation 33/11kV grid S/s - Barkote Capacity Installed (MVA) (MVA) 1*1.6 mva 1*3.15 mva Maximum Demand (MVA) Connected Load (MVA) No. of Input Feeders 33 KV 11 KV
Formatted Table
01
04
Deogarh
33/11 kV grid S/s Deogarh
2*3.15 mva
01
03
Page 76 of 95
Name of the Division
Name of EHT/HT Substation
Capacity Installed (MVA) (MVA)
Maximum Demand (MVA)
Connected Load (MVA)
No. of Input Feeders 33 KV 11 KV
Formatted Table
Deogarh
33/11kV grid S/s Rengalbeda 33/11kV grid S/s Chhendipada (CESU) TOTAL
1*1.6 mva 1*3.15 mva
01
04
1*3.15 mva 18.95
01 03
01 12
Page 77 of 95
2.
Sr. No. 1
ANNEXURE-2: METHODOLOGY FOR ENERGY AUDIT

Description Energy sent to franchisee area from EHV substations on 66 kV, 33kV, 11kV feeders as applicable at Energy input other than non-EHV source like CPPs, IPPs, NCE generation sources, small hydro etc. Energy exchange circles/divisions between adjacent Source of data Joint Meter Readings by NESCO/WESCO/SOUTHCO and the Distribution Franchisee Distribution Franchisee Remarks
Formatted: No bullets or numbering, Tab stops: Not at 0.5" + 1" Formatted: Left: 1.25", Right: 1.25", Top: 1", Bottom: 1", Width: 8.5", Height: 11"
Column Name Dist. Other input distribution level Cross-over, applicable Sum of 1 to 3 HT and LT Total Metered Energy Percentage of Metered Billing w.r.t. Input Energy Unmetered Load in HP as on ---------------.
nput
3 input
if
Distribution Franchisee
Only mutually agreed transactions considered. Every import must have corresponding export and vice-versa.
4 5 (i) to 5 (n) 6 7
Category-wise Sales to Consumers Sum 5 (i) to 5 (n) 6/4 x100 Category-wise Connected Load of all Unmetered consumers in HP for the Franchise Area as on end of latest quarter Category-wise Index derived from metered consumption of the respective category for the zone Category-wise multiplication of 8 & 9
red
8 (i) to 8 (xiv)
9 (i) to 9 (n)
KWh/ HP/ Month
10 (i) to 10 (n) 11 12 13 14 in 15
Consumption Total Unmetered Energy % Unmetered energy w.r.t. Input Energy
Sum 10 (i) to 10 (n) (11/4) x 100 6+11 4-13 (14/4) x 100
nergy
age
Note: n is the number of consumer categories.
3.
ANNEXURE-23: SPECIFICATIONS OF CONSUMER SERVICE CENTRE
Formatted: No bullets or numbering, Tab stops: Not at 0.5" + 1"
The Consumer Service Centre (CSC) is an initiative for providing information and service to the consumers. The CSC shall act as an interface between the customer and the Distribution Franchisee operations in the entire customer facing process. The services to be rendered by the CSC shall be as below: Connection services relates to customer acquisition including temporary connection, load change, category change, name/ address change and closure of connection Billing- duplicate bill generation and billing related compliant handling Collection Management- collection facilitation Recording and redressal of supply related complaints Help desk The CSC shall be in the shape of physical infrastructure and shall be manned by persons of the Distribution Franchisee. The channels of interface at the CSC shall be as under: Help desk services User self-use kiosks (optional) Touch screen kiosks to be kept at the sub divisional offices, which will guide the customer through graphical user interface. These kiosks shall also act as collection boxes, which will help in collecting the payment of the electricity bills and issue a receipt once the cheque/ cash is received. Notice Boards disseminating information regarding: 1. Power outages schedule; 2. Standards of Performance; 3. Emergency numbers in case of accidents; 4. General information regarding saving of power; 5. Contact numbers of concerned officials; 6. Performance graphs.
Formatted: Bulleted + Level: 1 + Aligned at: 0.25" + Tab after: 0.5" + Indent at: 0.5"
Operations of the CSC New Connection process The CSC agent shall explain to the Customer, the details of filling up of the forms and shall also inform the customer about the required documents, fees and other charges. The CSC agent shall check the adequacy of the form and document and shall issue a receipt to the consumer. The form shall be promptly forwarded for further action to connect the customer. Duplicate Bill The CSC shall issue a duplicate bill to the customer upon payment of a nominal fee. Collection of Payments The CSC shall be equipped to handle collection of bills from the consumers. The CSC shall collect the payment against bills and issue a prompt receipt to the consumer. Complaint Handling The CSC shall register the commercial and supply related complaints of consumers and issue a complaint number to the customer. The complaints so registered shall be promptly forwarded for taking necessary action for redressal. SPECIFICATIONS Minimum Hardware Sr. No. 1 2 3 4 5 6 Particulars Personal Computers External modem Line Matrix Printer Printer RDBMS Phone Lines 2 Quantity 2 2 1 1 Description Pentium IV 2.0 Ghz, 256 MB RAM, 40 GB hard disk 56 kbps 500 LPM 400 cps, 200 pages per hour Oracle 9i
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Functionality of Software (i) Logging, tracking and managing complaints (ii) Analysis and Reporting (iii) (iv) (vi) (vii) (viii) (ix) (xi) (xii) Identify trends Recurring electrical equipment problem identification First contact resolution rate Complaint tickets issued reports and MIS reports Daily Collection report E-mail Interface Collection management Complaint/ query handling-billing, new connection
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(v) Time to resolve
(x) Web based solution
ILLUSTRATIVE LIST OF THE COMPLAINTS/ SERVICES TO BE HANDLED BY THE CSC Sr. No. Service Segment Service Details Request for application form Query on time taken for new Security Deposit queries Application status Expected Date of meter installation 1 New Connection Related Capital works expected completion Date Customer number assignment Contract not provided Temporary Connection Other new connections request Meter Running-fast Meter Running-slow/ sluggish 2 Meter Related Meter Stuck up Meter burnt Shifting of meter Other meter related requests 3 Billing Related Billing Correction request Wrong Billing
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Sr. No.
Service Segment
Service Details Duplicate billing request On demand bill request Late bill receipt Meter Reading-correction request Meter Reading not taken Arrears dispute Additional charges dispute Surcharge dispute Back billing dispute Other billing requests Reporting of theft/ malpractice Disconnection dispute Disconnection request Temporary disconnection request
Disconnections and Dismantlement related
Dismantlement dispute Termination request Other disconnection and dismantlement requests Reconnection requests
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1.
ANNEXURE-34: SCHEDULE OF ANNUALISED INPUT RATES Estimated Annual Energy Input (MUs)Commencing Year from effective Date 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Year on Year T&D Loss level (%)Energy Input (MUs) 93.771 97.522 100.453 102.464 103.485 105.556 107.667 109.818 112.019 115.3710 118.8311 122.4012 13 14 15 16 17 18 19 20 41% 36% 31% 27% 23% 20% 18% 17% 15% 14% 13% 13% 1.25 1.40 1.60 1.77 1.94 2.07 2.15 2.21 2.29 2.35 2.42 2.45 Yearly Floor Input Rates (Rs/kWh)Input Energy Rate (Rs/ Unit) Annualised Input Rate in figures (Rs/ kWh) (Up to two decimal places) Annualised Input Rate in Words (Rs/ kWh) (Up to two decimal places)
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Commencing Year from effective DateS No
Note: Besides the Input rate towards energy drawal, the DF shall pay Electricity duty, Meter rent, Collection of arrears pertaining to pre-franchisee period as defined in the agreement, security deposit, service connection charges, DISCOMs share against assessment towards theft of electricity; separately on actual collection basis to DISCOM. Signature & Seal Designation
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Date: Place: 2.
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3. a.1)
ANNEXURE-45: PROCEDURE FOR RECOVERY OF ARREARS A high level committee comprising independent external legal, financial and technical experts shall be constituted by NESCO/WESCO/SOUTHCO DISCOM for this purpose. The legal expert of the committee shall be the Chairman.
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b.2)
The broad scope of work of the committee would be as under: 1.a. 2.b. 3.c. 4.d. Recommending the validity and quantum of arrears. Recommending waiver of interest and/ or principal of the arrears depending on Recommending suitable installments for payment of finally settled amount The arrears shall be divided into three broad areas: a.i. Arrears for theft assessments b.ii. Arrears for energy billed 2 Based on actual meter reading 3 Based on assessment c.iii. Arrears for miscellaneous charges, security deposits, etc. 5.e. The Committee shall follow a methodology for the above arrears with the approval of NESCO/WESCO/SOUTHCODISCOM.
the merits of the case and applicable NESCO/WESCO/SOUTHCO DISCOM policies.
c.3)
The broad process to be followed would be as under: 1.a. 2.b. 3.c. 4.d. 5.e. The Consumers shall be notified of the formation and the working of the Notices would be sent to Consumers with arrears If the customer has not heeded the notice or paid his dues, he would then be If he does not appear before the Committee then the Committee shall take exIn case of disputed dues of billing, actual meter reading or actual assessment
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committee through mass media.
called by the Committee for settlement of his case parte decision as per merit of the case. depending on load would be carried out and a fresh demand notice be served on the Consumer. 6.f. 7.g. the After a particular Consumers arrears have been mutually finalized and Such a payment schedule with reasons and recommendations shall be put for approval of the competent authority to be nominated by recommended by the committee, a schedule of payment would be drawn up.
NESCO/WESCO/SOUTHCODISCOM.
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8.h.
Upon final decision of the competent authority for each defaulting Consumer,
the Distribution Franchisee shall follow the due process of disconnection as stipulated by Electricity Act 2003. d.4) The Distribution Franchisee shall continue to show the old arrears of [Name of the UtilityDISCOM in the Consumers bill so as to effectively continue the claim of NESCO/WESCO/SOUTHCO DISCOM on these arrears. e.5) f.6) The Distribution Franchisee shall make available suitable office and secretarial help to the committee at the Franchise Area. The expenses incurred for the high level committee in this respect shall be borne by NESCO/WESCO/SOUTHCODISCOM.
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4.
ANNEXURE-56:
DEPUTATION
RULES
OF
NESCO/WESCO/SOUTHCODISCOM
Deputation
a. The competent authority may, in the interest of the business of the company depute any officer from time to time from the service to work in posts or functions under subsidiary, associated or related companies engaged in electricity industry in the State of Orissa or elsewhere (including assignments abroad) or under the State or Central Government or Government Corporations or bodies for a prescribed period or periods and the officer shall be obliged to serve in such posts or functions.
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b. The duration of deputation will be two years at the first instance and extendible upto maximum of seven years at any one instance. The terms and conditions applicable to such deputation shall be laid down by the Board or the Committee of the Board from time to time.
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5.A. ANNEXURE-67: PERFORMANCE GUARANTEE

(To be on non-judicial stamp paper of appropriate value as per Stamp Act relevant to place of execution. Foreign entities submitting Bids are required to follow the applicable law in their country) In consideration of the (insert name of the Selected Bidder) (hereinafter referred to as Distribution Franchisee or DF) agreeing to undertake the obligations under the Distribution Franchisee Agreement (DFA) dated______ and the other RFP Project Documents and (Name of the Discom), agreeing to execute the DFA to execute and the other RFP Project Documents, inter alia with the DF, regarding sale, purchase and distribute power and services as a DF in the Franchise Area i.e. _______ Urban Area under the _______District, the (Name of the Bank) (hereinafter referred to as Guarantor Bank) hereby agrees unequivocally, irrevocably and unconditionally to pay to (Name of the Discom) at (Place) forthwith on demand in writing from (Name of the Discom) or any Officer authorized by it in this behalf, any amount up to and no exceeding Rupees ___________________only, on behalf of M/s (Name of the DF) This guarantee shall be valid and binding on this Bank up to and including _________________ and shall not be terminable by notice or any change in the constitution of the Bank or the term of contract or by any other reasons whatsoever and our liability hereunder shall not be impaired or discharged by any extension of time or variations or alternations made, given, or agreed with or without our knowledge or consent, by or between parties to the respective DFA. Our liability under this Guarantee is restricted to Rs. ___________ (Rs. ________________________ only). Our Guarantee shall remain in force until __________________. The (Name of the Discom) shall be entitled to invoke this Guarantee till (insert a date which is 30 days after the date in the preceding sentence). The Guarantor Bank hereby agrees and acknowledges that the (Name of the Discom) shall have a right to invoke this BANK GUARANTE in part or in full, as it may deem fit. The Guarantor Bank hereby expressly agrees that it shall not require any proof in addition to the written demand by the (Name of the Discom), made in any format, raised at the above mentioned address of the Guarantor Bank, in order to make the said payment to the (Name of the Discom). The Guarantor Bank shall make payment hereunder on first demand without restriction or conditions and notwithstanding any objection by (Name of the Discom)/Authorized Representative and [Insert name of the DF] and/or any other person. The Guarantor Bank shall not require the (Name of the Discom) to justify the invocation of this BANK GUARANTEE, nor shall the Guarantor Bank have any recourse against the (Name of the Discom) in respect of any payment made hereunder. Page 88 of 95
This BANK GUARANTEE shall be interpreted in accordance with the laws of India. The Guarantor Bank represents that this BANK GUARANTEE has been established in such form and with such content that it is fully enforceable in accordance with its terms as against the Guarantor Bank in the manner provided herein. This BANK GUARANTEE shall not be affected in any manner by reason of merger, amalgamation, restructuring or any other change in the constitution of the Guarantor Bank. This BANK GUARANTEE shall be a primary obligation of the Guarantor Bank and accordingly the (Name of the Discom) shall not be obliged before enforcing this BANK GUARANTEE to take any action in any court or arbitral proceedings against the [Insert name of DF] , to make any claim against or any demand on [Insert name of DF] or to give any notice to [Insert name of DF] or to enforce any security held by the (Name of the Discom) or to exercise, levy or enforce any distress, diligence or other process against [Insert name of DF]. The Guarantor Bank acknowledges that this BANK GUARANTEE is not personal to the (Name of the Discom) and may be assigned, in whole or in part, (whether absolutely or by way of security) by (Name of the Discom) to any entity to whom the (Name of the Discom) is entitled to assign its rights and obligations under the DFA. Notwithstanding anything contained hereinabove, our liability under this Guarantee is restricted to Rs. ___________ (Rs. ________________________ only) and it shall remain in force until ___________ [Date to be inserted on the basis of Contract Period i.e. 15 Years) with an additional claim period of thirty (30) days thereafter. We are liable to pay the guaranteed amount or any part thereof under this Bank Guarantee only if the (Name of the Discom) serves upon us a written claim or demand.
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Signature ____________________ Name___________________ Power of Attorney No._______________ For ______ [Insert Name of the Bank] __ Banker's Stamp and Full Address. Dated this ____ day of ____, 20__
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6.B. ANNEXURE-78: NOTIFICATION OF ELECTRICITY DUTY
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The Orissa Electricity (Duty) Act, 1961

[Published vide Orissa Gazette Ext. No. 726 Dated.14.10.1961 -O.A. 14 of 1961.] AN ACT TO LEVY A DUTY ON THE CONSUMPTION OF ELECTRICAL ENERGY ON THE STATE OF ORISSA Be it enacted by the legislature of the State of Orissa in the Twelfth Year of the Republic of India as follows: Statement of Objects and Reasons - Additional resources have to be found by the State Government to maintain and further expand the development activities during the Third FiveYear Plan. For this purpose the possible sources of taxation have been investigated by the State Taxation Enquiry Committee and they have recommended that the rate of electricity prevalent in the State can admit of a levy of electricity duty on the energy consumed. They had suggested different rates for different categories to loads. After careful consideration of the recommendations of the committee the State Government propose to levy duty at the rate of 15 per cent on the rates applicable to different categories of consumption.
The bill seeks to achieve the aforesaid purpose. 1. Short title, extent and commencement (1) This Act may be called the Orissa Electricity (Duty) Act, 1961. (2) It shall extend to the whole of the State of Orissa. (3) It shall come into force I on such date as the State Government may, by notification, appoint. 2. Definitions - In this Act, unless there is anything repugnant in the subject or (a) appointed authority means (i) in the case of electricity undertaking engaged in the business of supplying energy
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(b) (b)
owned or managed by the Central Government or a Board, such officer or authority as the State Government may, with the concurrence of the Central Government or the Board, as the case may be, appoint in this behalf; and (ii) in any other case such officer or authority as the State Government may appoint in this behalf; Board means a Board constituted under Chapter III of the Electricity (Supply) Act, 1948 ; consumer means a person, other than a licensee, who is supplied with energy (i) (ii) (iii) by a licensee, by a Board, or by the State Government or Central Government, and includes a consumer belonging to any of the classes specified in [For Statement of Objects and Reasons see Orissa Gazette Ext. No.647 . 19.9.1961; and for Report of the Select Committee, see Orissa Gazette Ext. No. 683 of 1961. Came into force w.e.f. 16.10.1961 vide Orissa Gazette Ext. No. 727/1961.](* * *] Section 3; energy means electrical energy; licensee means any person licensed under Part of the Indian Electricity Act, 1910, to supply energy [Omitted vide Orissa Act No.9 of 1986.][* * *J; (e-1) maximum demand shall have the same meaning as assigned under the Electricity (Supply) Act, 1948; prescribed means prescribed by rules made under this Act; [Substituted ibid.] [ unit means 1 kilowatt hour of energy.
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(d) (e)
(f) (g)
3. Electricity duty on energy supplied to consumers- [Substituted vide Orissa Gazette Ext. No. 589/22.4.1992-Notfn. No. 6375-Legis./ 22.4.1992.] (1) There shall be levied and paid to the State Government with effect from the 1st day of April, 1992, a duty (hereinafter referred to as the electricity duty), at such rate, not exceeding twenty-five paise per unit as the State Government may, by notification from time to time, specify on the energy consumed by (a) a consumer; (b) a consumer in respect of energy supplied to him, free of cost, by a licensee or Board, or by any person or licensee other than the Board who generates such energy; (c) a licensee or Board in its own premises; (d) any person, not being a licensee or Board, who generates such energy for his own use or consumption: Provided that (i) different rates of electricity duty may be levied for different categories of consumer or consumption; and (ii) where energy consumed is billed by the Board on the basis of evaluated energy consumption (a) on minimum charges, (b) in case of defective meters, and (c) in case of unmetered supply, there shall be paid electricity duty on the same number of units as is arrived at by the Board for the purpose of Payment of energy charges and at the rate applicable to the category to which the consumer belongs as specified by ,Notification issued under Sub-section (1). All Notifications that may be issued by the State Government from time to time under
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(2)
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(3)
(4)
(5)
Sub-section (1) shall, as soon as may be after they are issued, be laid before the State Legislature for a total period of fourteen days which may be comprised in one or more sessions and if during the said period the State Legislature makes modifications, if any, therein, the notifications shall thereafter have effect only in such modified form, so however, that such modifications shall be without prejudice to the validity of any electricity duty levied or collected under the Notifications. There shall also be levied for and paid to the State Government a duty [Substituted vide Orissa Act No. 19 of 1992.] [at the rate applicable to the category to which the consumer belongs as specified by Notification issued under Sub-section (1)] on the energy imported from outside the State and supplied by the Board or a licensee to a consumer by any special arrangement. Notwithstanding anything continued in the foregoing Sub-sections, no duty shall be levied or paid in respect of energy generated by a plant having a capacity not exceeding ten KVA. The State Government may, by notification, subject to such Condition, as they may impose, exempt any industry which has started production at any time after the 31 st day of July. 1980 from payment of electricity duty to such extent and for such period as may be specified in the notification.] Consumers to pay electricity duty - [Substituted vide Orissa Act No.9 of 1986,] [The amount of electricity duty levied under Section 3 on the energy consumer or any other person shall be payable by and be collected and recovered from the consumer or such person in the manner hereinafter provided.] Collection of electricity duty (1) The electricity duty shall be collected from the consumer and paid to the State Government (a) where the energy is supplied by the licensee; (b) where the energy is supplied by or on behalf of the State Government or the Central Government or Board, by the appointing authority concerned; and - . (c) where the energy is generated by a person other than a licensee or the Board, by such person: Provided that the licensee or the appointed authority shall not be liable to pay duty in respect of energy supplied by it for which it has not been able to recover its dues: Provided further that where the amount of electricity duty collected by a licensee from a consumer or the amount of such duty payable by the person specified in Clause (c) is not paid to the State Government with the prescribed period the licensee or such person shall be liable to pay interest at the rate of [Substituted vide Orissa Act No.9 of 1986,][eighteen per cent] per annum on the amount of the electricity duty remaining so unpaid until the payment thereof is made. The duty arid the interest, if any, so payable shall be a first charge on the amount recoverable by the licensee or appointed authority for the energy supplied by him and shall be a debt due by him to the State Government. Where any consumer fails or neglects to pay at the prescribed time and in the prescribed manner, the amount of electricity duty due from him, the licensee or the appointed authority, as the case ,may be, entitled to collect such dues may, without
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4.
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5.
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(2)
(3)
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prejudice to the right of the State Government to recover the amount under Section 10, exercise the powers conferred on a licensee under Sub-section (1) of Section 24 of the Indian Electricity Act, 1910 as if the duty was a charge or sum due in respect of energy supplied to such consumer. 6. Records and returns (1) If the State Government so direct by a general or special order a licensee or any appointed authority or the person generating energy for his own use or. Consumption shall maintain such record in such manner and form as may be prescribed showing (i) the unit of energy generated or received by it for supply to the consumers; (ii) the unit of energy supplied to the consumers or consumed by him; (iii) the amount of duty payable thereon and the duty recovered or paid by him under Section 5; (iv) the amount of interest, if any, paid by the licensee under Section 5; and (v) such other particulars as may be prescribed: (2) Every licensee and every appointed authority and every person generating energy for his own use or consumption, who has been directed under Sub-section (1) to maintain a record shall submit such returns in such form and manner as may be prescribed. (3) The amount of energy shall, for purposes of Clauses (i) and (ii) of Subsection (1), be ascertained in such manner as may be prescribed. 7. Inspecting officers (1) The State Government may, by notification in the Official Gazette, appoint any person as they think fit having the prescribed .qualifications to be Inspector for the purposes of this Act. (2) Every Inspector shall be deemed to be a public servant within the meaning of Section 21 of the Indian Penal Code. 8. Disputes between the licensee and the consumer (1) [Substituted vide Orissa Act No. 9 of 1986.][The Chief Electrical Officer] or such other officer not below the rank of an Assistant Engineer or an Assistant Electrical Inspector as may be authorised by the State Government in that behalf shall have the power to decide all disputes relating to the liability for payment of the electricity duty-or exemption therefrom. (2) Subject to the decision in appeal before such authority as may be constituted by the State Government in that behalf by a notified order, preferred within three months from the date of the order under Sub-section (1) such order shall be final. 9. Power of Inspectors (1) Subject to the provisions of any rules made by the State Government in this behalf an Inspector may (i) require production for inspection of such books and records as may be necessary for ascertaining or verifying the amount of electricity duty leviable under this Act; (ii) enter and search any premises where energy is, or is believed to be supplied for the purpose of (a) verifying the statements made in the books of account kept, and returns submitted, under Section 6;
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(b) [Substituted vide Orissa Act No. 9 of 1986.][checking of the readings of the meters, and testing the meters, metering equipments and connection thereof;] (c) verifying the particulars required in connection with the levy of electricity duty; (iii) exercise such other powers and perform such other duties as may be necessary for carrying out the purposes of this Act or the rules made thereunder. All searches made under Sub-section (1) shall be made in accordance with the provisions of the Code of Criminal Procedure, 1898.
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(2)
10. Electricity duty recoverable as arrear of land revenue - Any sum due on account of electricity duty and interest, if any, not paid within the prescribed time and in the prescribed manner, shall be recoverable by the State Government as an arrear of land revenue (a) in the case of energy supplied by a licensee, at the discretion of the State Government either from the consumer or, subject to the first proviso to Subsection (1) of Section 5 from the licensee; and in the case of other energy, from the person liable to pay such duty under this Act.
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(b)
11. Penalties - If any person (a) (b) (c) required by Section 6 to keep record or to submit returns fails to keep or submit the same in the prescribed manner or form; or intentionally obstructs an inspecting officer appointed under Section 7 in the exercise of his powers and duties under this Act and the rules made thereunder; contravenes any rules made under this Act, he shall be guilty of an offence triable by a Magistrate of the first class and on conviction shall be liable to punishment with imprisonment which may extend to six months or with fine which may extend to one thousand rupees or with both.
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12. Power to make rules (1) The State Government may make rules for the purpose of carrying into effect the provisions of this Act. (3) In particular and without prejudice to the generality of the foregoing power, such rules may provide for (a) (b) (c) (d) the manner of calculating the duty including marginal adjustments under Section 3; the manner of collection and payment to the State Government of the electricity duty by the licensees and the appointing authorities; the time and manner of payment of the electricity duty by consumers; and any other matter for which provision is, in the opinion of the State Government, necessary to be made for giving effect to the provisions of this Act.
13. Removal of doubts - For the avoidance of doubt, it is hereby declared that nothing in this Act shall be taken to impose, or authorise the imposition of, a tax on the consumption or sale of electricity produced by a Government or other persons which is-
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(a) (b)
consumed by the State Government or by the Government of India or sold to the Government of India for consumption by that Government; or consumed in the construction, maintenance of operations of any railway of the Government of India, or sold to that Government for consumption in the construction, maintenance of operation of any railway.
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14. Power to remove difficulty - If any difficulty arises in giving affect to the provisions of the Act, the State Government shall have power, as occasion may arise, by order to do anything not inconsistent with the provisions of this Act or the rules made thereunder which appears to them necessary for the purpose of removing the difficulty.
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Annexure 1: Distribution Franchisee Agreement

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NESCO/WESCO/SOUTHCO Distribution Assets

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CONDITIONS PRECEDENT & SUBSEQUENT TO THE AGREEMENT

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NESCO/WESCO/SOUTHCO DISCOM shall identify the Consumers for which

GRANT OF DISTRIBUTION FRANCHISE

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such assets without prior written approval of NESCO/WESCO/SOUTHCO.DISCOM

If any such asset is scrapped, the same shall be deposited at the

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12.2.12Notwithstanding anything stated above, all investments shall be planned and

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schedule of NESCO/WESCO/SOUTHCO DISCOM based on directives issued by SLDC.

The Distribution Franchisee shall also follow the instructions of OPTCL[Name of

DF may take up and complete the work in progress for Capital

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Obligation to Connect Consumers

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OERC from time to time.

12.7.25.6.2 12.7.35.6.3 12.7.45.6.4 12.7.55.6.5 12.7.65.6.6

and conditions of this Agreement.

losses from one slab to another.

loss reduction trajectory.

METERING AND MEASUREMENT

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11.6 mva 13.15 mva