preparation of model project documents for...

Legal & Financial Consultancy for the preparation of Model Project Documents for Redevelopment of IndianRailway Stations to International Standards

@Rail Land Development Authority

Rail Land Development Authority

(A Statutory Authority under Ministry of Railways, Government of India)

Tender No. RLDA/RFP/CT- 6 of 2015

AMENDED REQUEST FOR PROPOSAL

FOR ENGAGEMENT OF

LEGAL and FINANCIAL CONSULTANT

FOR

PREPARATION OF MODEL PROJECT DOCUMENTS FORREDEVELOPMENT OF INDIAN RAILWAY STATIONS TO

INTERNATIONAL STANDARDS

Reply to queries, Uploading ofAmendments to RFP on website, if any:-

22-08-2015

Last Date of Submission of RFP:- Upto 1200 hrs on 23-09-2015

Date of opening of RFP:- 1230 hrs on 23-09-2015

All Applicants are advised to see Amendments to RFP, if any, beforesubmission of the Applications. Applicants have to download theAmendments/Amended RFP Documents from orwww.rlda.indianrailways.gov.in and submit the same with Application. Incase the Applicant does not submit the amended RFP/Amendments, it willbe presumed that Applicant has seen the Amendments/Amended RFP andApplication will be evaluated accordingly. The decision of RLDA will beFinal.

August 22, 2015

Office of the Vice ChairmanRail Land Development AuthorityNear Safdarjung Railway Station,

Moti Bagh-INew Delhi-110021


@Rail Land Development Authority 2

DISCLAIMER

The information contained in this Request for Proposal document (“RFP”) or subsequentlyprovided to Applicants, whether verbally or in documentary or any other form by or onbehalf of RLDA or any of their employees or advisers, is provided to Applicants on theterms and conditions subject to which such information is provided.

This RFP is not an agreement and is neither an offer nor invitation by RLDA to theprospective Applicants or any other person. The purpose of this RFP is to provideinterested parties with information that may be useful to them in the formulation of theirapplications pursuant to this RFP. This RFP includes statements, which reflect variousassumptions and assessments arrived at by RLDA in relation to the Consultancy. Suchassumptions, assessments and statements do not purport to contain all the informationthat each Applicant may require. This RFP may not be appropriate for all persons, and it isnot possible for the RLDA, its employees or advisers to consider the objectives, technicalexpertise and particular needs of each party who reads or uses this RFP. The assumptions,assessments, statements and information contained in this RFP, may not be complete,accurate, adequate or correct. Each Applicant should, therefore, conduct its owninvestigations and analysis and should check the accuracy, adequacy, correctness,reliability and completeness of the assumptions, assessments and information contained inthis RFP and obtain independent advice from appropriate sources.

Information provided in this RFP to the Applicants is on a wide range of matters, some ofwhich depends upon interpretation of law. This information given is not an exhaustiveaccount of statutory requirements and should not be regarded as a complete orauthoritative statement of law. RLDA accepts no responsibility for the accuracy orotherwise for any interpretation or opinion on the law expressed herein.

RLDA, its employees and advisers make no representation or warranty and shall have noliability to any person including any Applicant under any law, statute, rules or regulationsor tort, principles of restitution or unjust enrichment or otherwise for any loss, damages,cost or expense which may arise from or be incurred or suffered on account of anythingcontained in this RFP or otherwise, including the accuracy, adequacy, correctness,reliability or completeness of the RFP and any assessment, assumption, statement orinformation contained therein or deemed to from part of this RFP or arising in anyway inthis Selection Process.

RLDA also accepts no liability of any nature whether resulting from negligence or otherwisehowever caused arising from reliance of any Applicant upon the statements contained inthis RFP.

RLDA may in its absolute discretion, but without being under any obligation to do so,update, amend or supplement the information, assessment or assumption contained inthis RFP.

The issue of this RFP does not imply that RLDA is bound to select an Applicant or to appointthe Selected Applicant, as the case may be, for the Consultancy and RLDA reserves theright to reject all or any of the proposals without assigning any reasons.

The Applicant shall bear all its costs associated with or relating to the preparation andsubmission of its proposal including but not limited to preparation, copying, postage,delivery fees, expenses associated with any demonstrations or presentations which may berequired by RLDA or any other costs incurred in connection with or relating to its proposal.



All such costs and expenses will remain with the Applicant and RLDA shall not be liable inany manner whatsoever for the same or for any other costs or other expenses incurred byan Applicant in preparation or submission of the proposal, regardless of the conduct oroutcome of the Selection Process.



INDEXS.No. Item Page No.

Part-I Instructions to Applicants (ITA) 6

1. General 7

2. Submission of Application 8

3. Validity of the Proposal 11

4. Eligibility Criteria 11

5. Eligibility Proposal 13

6. Financial Proposal 13

7. Tender Clarification 14

8. Evaluation of proposals 14

9. Conflict of Interest 14

10. Negotiation(s) 15

11. Other Conditions 15

12. Earnest Money Deposit (EMD) 16

13. Performance Security 16

14. Unsuccessful Applicants 17

15. Letter of Acceptance (LOA) and Signing of Agreement 17

16. Schedule of Payment 17

17. Fore-closure of Consultancy 17

Part-II Terms of Reference (TOR) 18

1. Introduction 19

2. Background of the Project 19

3. Methodology of Station Redevelopment 20

4. Objective of the Consultancy 22

5. Scope of Services 22

6. Important Activities of the Services 23

7. Project Models being followed 24

8. Preparation and presentation of Reports 24

9. Deliverables and Time Frame 25

10. Schedule of Payment 26

11. Consultancy Team and Project Office of the Consultant 26

12. Completion of services 26

13. Documents to be made available by the RLDA 26



S.No. Item Page No.

Part-III Application & Proposal Forms 28

1. RFP Form - 1 29

2. RFP Form - 2 32

3. RFP Form - 3 35

4. RFP Form - 4 36

5. RFP Form - 5 38

6. RFP Form - 6 39

7. RFP Form - 7 40

8. RFP Form - 8 41

9. RFP Form - 9 44

10. RFP Form - 10 45

Part-IV Draft Form of Contract 46

1. Annexure - 1 58

2. Annexure - 2 59

3. Annexure - 3 60

4. Annexure - 4 63



REQUEST FOR PROPOSAL

FOR ENGAGEMENT OF

FINANCIAL AND LEGAL CONSULTANT

FOR

PREPARATION OF MODEL PROJECT DOCUMENTS FOR REDEVELOPMENT OFINDIAN RAILWAY STATIONS TO INTERNATIONAL STANDARDS

Tender No. RLDA/RFP/CT - 6 of 2015

Part-IINSTRUCTIONS TO APPLICANTS (ITA)



Part-IINSTRUCTIONS TO APPLICANTS (ITA)

(All terms used herein but not defined shall have the meaning ascribe to them in the proposed Form of Contract –Consultancy Agreement annexed as part of Form to this RFP)

1. General1.1 RLDA invites applications from applicants [the “Applicant(s)”] in prescribed forms and

annexures in this RFP, for providing consultancy services to RLDA for preparation oflegal documents for the redevelopment of Indian Railway Stations to InternationalStandards.

1.2 The President of India, acting through the Ministry of Railway, Government of India,and represented by the General Manager of the concern Railways [the “Railway”] hasannounced that the redevelopment of approx. 400 railway stations [the “Project(s)”],in the category of “A1” and “A” class railway stations [the “Railway Station(s)”,through leveraging commercial development of real estate on railway land andairspace in and around the station on a methodology similar to “Swiss ChallengeMethod”.

1.3 To expedite the station redevelopment, the Railway Station would be offered fordevelopment on ‘as is where” basis and anyone [the “Project Proponent(s)”] cansubmit the proposal [the “Proposal”] with their designs and business ideas dulyconsidering the local development control norms as well as the needs of the Railway,including relocation of structures, if any. If found suitable to the Railway, the Proposalof the Project Proponent shall be uploaded on the Railway’s website, along withtender documents inviting open bids (e-Tender) from interested parties (the“Challenger(s)”) including the Project Proponent. On completion of the biddingprocess and evaluation, the Project Proponent, if not the highest bidder (i.e. offeringhighest premium to the Railway), shall be given a chance to match the highest bid, i.e.the Project Proponent gets the "Right of First Refusal (ROFR)", failing which thewinning Challenger (the “Selected Bidder”) shall be awarded the Project for theRailway Station after following the due procedure.

1.4 The consultancy (the “Consultancy”) involves preparing a detailed structure note anda flow chart setting forth the methodology for carrying out thisassignment/Consultancy expanding or detailing the scope of work as may be requiredfor drafting the entire suite of legal documents ( the “Model Project Documents”)required for implementation of the Project including its salient terms, features of thetransaction. This RFP consists of following:-

Part I: Instructions to Applicants (ITA)

Part II: Terms of Reference (TOR)

Part III: Application and Proposal Forms (APF)

Part IV: Form of Contract Agreement

1.5 Detailed description of the Objectives, Railway’s Requirements, Scope of Services,Deliverables, and other requirements related with this Consultancy are prescribed inthe Part-II ‘TOR’.

1.6 In case the Applicant considers that it possesses the requisite experience and thecapabilities required for undertaking the Consultancy, it may submit an Application in



response to this invitation. The manner in which the Applications are required to besubmitted, evaluated and accepted are explained in the various provisions of this ITA.

1.7 Applicants are encouraged to inform themselves fully about the Project and theobjectives before submitting the Application by paying a visit to RLDA and interactionwith concerned nominated officials, sending written queries to RLDA and attending apre-application meeting on the date and time, if specified in the ITA. Please note thatno cost of any such visit is reimbursable.

1.8 The Applicant must be having experiences and expertise in providing services in legaland financial fields for being eligible for selection as consultant (the “Consultant”).Applicants must read carefully the eligibility criteria (the “Eligibility”) provided inClause 4 of ITA and must meet these requirements including availability of KeyPersonnel specified in Clause 2.3 of ITA. In case of consortium, a joint applicationagreement/MOU may be submitted with the Application explicitly showing the LeadMember of the consortium.

1.9 The selection of the Consultant shall be done on the basis of the Eligibility and lumpsum cost of Consultancy offered by the Applicants. The Consultancy has to be carriedout by the Consultant as per TOR and draft Contract Agreement at Part-IV.

2. Submission of Application2.1. The bidding process will be carried out by following a single stage, two packet system

i.e. by submission of eligibility proposal and financial proposal. The eligibility of theApplicant to bid shall depend upon the Eligibility as laid down in this RFP document.Applicants shall submit their eligibility proposal and financial proposal in twoseparate envelopes. The Applicant shall provide all the information sought under thisRFP. RLDA will evaluate only those bids that are received in the required format andare complete in all respects. The Application will comprise of two parts as describedbelow:

(A) ENVELOPE - 1 will contain the following documents :-

(i) Requisite RFP Document Fee in the form of Demand Draft/ Banker’sCheque in favour of “Rail Land Development Authority”, payable atNew Delhi or copy of receipt of purchase of bid document.

(ii) Requisite earnest money in the form of Demand Draft/ Banker’sCheque in favour of “Rail Land Development Authority”, payable atNew Delhi.

(iii) Letter of proposal as per RFP Form-1,

(iv) Particulars of the Applicant as per RFP Form-2,

(v) Statement of Legal Capacity as per RFP Form-3,

(vi) Power of Attorney, if required, as per RFP Form-4,

(vii) Technical Eligibility of Applicant, as per RFP Form – 5

(viii) Particulars of Key Personnel as per RFP Form-6,

(ix) Eligibility of Key Personnel as per RFP Form- 7,

(x) The CVs of the Key Personnel of the Consultancy Team shall besubmitted in RFP Form-8.



(xi) A copy of set of RFP document alongwith corrigendum to RFP, ifissued, with each page initialed by the authorised signatory as a tokenof acceptance,

(B) ENVELOPE - 2 will consist of the Applicant’s financial bid, the format forsubmission of bid is provided in RFP Form No. 9 & 10. Other than these twoRFP Forms, nothing should be kept in Envelope - 2.

2.2. ENVELOPE - 1 and ENVELOPE - 2 shall be marked with “Eligibility Proposal and otherCompliances” and “Financial Proposal” respectively. Envelope - 1 and Envelope - 2shall be sealed and placed in a third envelope. ENVELOPE - 3 shall be sealed and allthe three envelopes must bear the name and address of the Applicant to facilitatereturn of the envelopes unopened, if required, and should be marked as “Proposalfor Engagement of Legal and Financial Consultant for preparation of Model ProjectDocuments for redevelopment of Indian Railway Stations to InternationalStandards : Tender No. RLDA/CT- 6 of 2015”. Each of the above envelopes should beaddressed to :-

Manager/SWRail Land Development Authority (RLDA)

Next to Safdarjung Railway Station, Moti Bagh- I,New Delhi – 110021, India, Tel: (+91)-(11)-24102477

2.3. Key personnel

The Consultancy Team shall consist of the following Key Personnel (the “KeyPersonnel”) who shall discharge their respective responsibilities as specified below:

Key Personnel Responsibilities

Legal Expert andTeam Leader

He/ She will lead, co-ordinate and supervise theConsultancy team for the preparation of Model ProjectDocuments for the Project incorporating all legal mattersrelated to the Project based on the applicable laws such theCompany Act, Service Tax, Local Building bye laws, theRailway Act etc. so as to achieve the Objective and Scope ofthe Consultancy.

Taxation cumFinancial Expert

He/ She shall be responsible for drafting the aspects relatedto taxation, financial models, financing arrangements so asto safeguard the Railway as well as to make the Projectfinancially viable. He /She shall be responsible to bring outthe expertise in the documents on marketing, financing,insurance, accounting, audit etc.

PPP Expert He/ She shall be responsible to bring out the expertise oninfrastructure projects through various models such as PPP,Swiss Challenge Method, Leasing, Licensing etc. andincorporate the various related aspects in the documents soas to make the Project financially viable, expeditiouscompletion of the Project and leading to minimum disputes,expeditious dispute resolution, substitution, escrowmechanism etc.



Key Personnel Responsibilities

Each of the above Key Personnel shall devote at least 30(Thirty) working days forpreparation of documents and another 10(ten) working days inmeetings/presentations with RLDA and Railway Board.

2.4. The Eligibility Proposal submitted by the Applicants shall be evaluated first. TheFinancial Bid of only those Applicants, who are found eligible as per their eligibilityproposal, shall be opened later on but after due notice of time.

2.5. Bidding Process

2.6.1 RFP document shall be available at RLDA’s office on working days between 1100 hrsto 1600 hrs from the date mentioned below on payment of a document fee of`1,000/- (Rs. One Thousand Only) in the form of demand draft/banker’s cheque infavour of “Rail Land Development Authority” payable at New Delhi (the “RFPDocument Fee”).

2.6.2 Applicants may also download the RFP document from the RLDA website(www.rlda.indianrailways.gov.in). However, in such a case the Applicant mustsubmit the RFP Document Fee alongwith the proposal. Proposals unaccompanied byeither the RFP Document Fee or the receipt of purchase of the same will besummarily rejected. Once sold to a particular Applicant, the RFP document is nottransferable. The RFP Document Fee shall be non-refundable.

2.6.3 All notices related to this Project including clarifications/amendments/addendums tothe RFP document shall be available on www.rlda.indianrailways.gov.in under“Tenders”.

2.6.4 Interested Applicants may obtain further information from:-

(i) Mr. Suresh Chand Meena (e-mail: [email protected])

General Manager/RI/RLDA

Tel: (011) 24103517, Fax: (011) 24103517

(ii) Mr. Rajesh Kumar Garg (e-mail: [email protected])

Jt. General Manager/SW/RLDA

Tel: (011) 24109635, Fax: (011) 24109635

2.6.5 All communications, including the envelopes, should contain the followinginformation, to be marked at the top in bold letters:

Tender No: RLDA/RFP/CT- 6 of 2015

and

“Proposal for Engagement of Legal and Financial for Preparation of ModelProject Documents for redevelopment of Indian Railway Stations to International

Standards

2.6.6 The important dates for the Bidding process are as following, subject to changes, ifany, which will be advised through addendums/amendments:

S.No. Event Description Date(s)

1. Commencement of Sale of Bid Document 13-08-2015



S.No. Event Description Date(s)

2. Pre-Bid Meeting –in Conference Hall of RLDAOffice, Moti Bagh, New Delhi

18-08-2015 at 1130 hrs

3. Last date of receiving queries 19-08-2015 upto 1230 hrs

4. Reply to queries, Uploading of Amendmentsto Bid on website, if any

22-08-2015 upto 1800 hrs

5. Last date of Sale of Bid Document 22-09-2015 upto 1600 hrs

6. Proposal Due Date/last date of submission ofBid ( “Proposal Due Date (PDD)”)

23-09-2015 upto 1200 hrs

7. Opening of Bids 23-09-2015 at 1230 hrs

2.6. Applications received after the dead line of submission shall be returned unopened.Late / delayed Applications shall not be considered.

2.7. The Applicant has to sign all the pages of the Application.

3. Validity of the ProposalThe proposal shall be kept valid for minimum 90 days from the date of opening.

4. Eligibility Criteria4.1 General:- An Applicant must be a multidisciplinary consulting firm (the “Sole Firm”)

or a consortium (the “Consortium”) having experience and expertise in providingservices in legal, taxation, financial and infrastructure fields and having the minimumwork experience and Key Personnel as specified hereunder. In case the Applicant is aConsortium, it shall be necessary to specify the lead member of the Consortium (the“Lead Member”) and submit the joint application agreement or MOU, on requisiteamount of stamp paper, alongwith the eligibility proposal.

4.2 Minimum Experience of the Applicant:-

i) Technical Eligibility:- The Applicant should have successfully completed atleast one consultancy/assignment of drafting/preparing legal documents(such as Model Concession Agreement, Lease Agreement, DevelopmentAgreement etc.) related to infrastructure project(s) (for the Consultancy“infrastructure project(s)” shall mean projects for the railways, highways,airports, ports, stadiums, water/sewerage treatment plants, mining, oilexploration, SEZs, manufacturing, smart cities, city development etc.)through PPP, leasing, licensing etc. mode with a minimum consultancy feeof Rs 5 Lakhs during the preceding 10 years reckoned from PDD. The size orproject cost of these infrastructure projects should not be less than 10hectares or Rs 100 Crores. A copy of drafted document, either inhardbound or in CD, for the completed consultancy has to be submittedalongwith the proposal.

ii) Availability of Key Personnel:- The Applicant should have the Team Leaderon its roll for more than 6 months as on PDD. Other Key Personnel may ormay not be on the roll of the Applicant. However, the Applicant shall offer



and make available all Key Personnel meeting the requirements specified insub-clause 4.3 below.

iii) Ongoing assignments:- If the Applicant has received at least Rs 10.0 Lakhpayment and has carried out the assignment satisfactorily for more than oneyear (till PDD) than the same shall be considered as completed assignmentfor the purposes of Technical Eligibility for this Consultancy. A copy ofdrafted document, till date, for the completed consultancy has to besubmitted alongwith the proposal.

iv) Certificates:- Applicant should submit proper completion certificates orsatisfactory performance certificate (in case of an ongoing assignment) fromthe client as evidence of its experience in the absence of which their claimregarding meeting the eligibility criteria would not be entertained. TheApplicant shall also submit an undertaking, on stamp paper, stating thatthe document has been drafted by the Applicant.

v) Applicant should submit details of its own and its Key Personnel’sexperiences in the specified forms duly certified by StatutoryAuditor/Chartered Accountant/ Key Personnel, as the case may be, in theabsence of which their claim regarding meeting the eligibility criteria will notbe considered. In case, the Applicant’s Statutory Auditor/CharteredAccountant refuse to certify the requisite RFP Forms, the Applicant shallhave to submit an undertaking, on stamp paper, for correctness of thedetails stated in Forms alongwith the documentary evidences.

4.3 Experience of Key Personnel: - The Applicant should have in its team Key Personnelas specified below fulfilling the eligibility conditions.

KeyPersonnel

MinimumEducational

Qualification

Length ofProfessionalExperience

before PDD inthe relevant

field

Type of Experience

Legal Expertand TeamLeader

LLB 15 years inlegal field

He should have worked as LegalExpert in the consultancy team forminimum one consultancyassignment having the scope andsize similar to as stated in clause4.2(i) above and worked in theassignment for minimum of 20mandays.

Taxation cumFinancialExpert

CA/ ICWA/ CMA/MBA(Finance) orequivalent

10 years intaxation/finan

cial matters

He should have worked asTaxation/Financial/Real EstateExpert in 02(two) consultancyassignments in “infrastructureproject(s)”, as specified in clause4.2(i) & having minimum size of05(Five) hectare or Rs 50 crore,and worked in the assignment forminimum of 15 mandays each.



KeyPersonnel

MinimumEducational

Qualification

Length ofProfessionalExperience

before PDD inthe relevant

field

Type of Experience

PPP Expert Bachelor in CivilEngg. or Arch/Masters inPlanning(Transportation, Housingor TownPlanning) orMBA/PGDBM/CA/ICWA orequivalent withspecialization inFinance/Infrastructure

10 years inInfrastructure

sector

He should have worked as PPPExpert in 02(two) PPP projects in“infrastructure project(s)”, asspecified in clause 4.2(i) and havingminimum size of 05(Five) hectareor Rs 50 crore, and worked in theassignment for minimum of 15mandays each

In case the Consultant proposes to engage any officials of Govt. of India, Retiredofficials of Railways, it should be done strictly in accordance with guidelines of Departmentof Personnel and Training on the same.

5. Eligibility Proposal5.1 The offer shall be submitted with a letter of proposal in the format specified in RFP

Form - 1. Information on Eligibility should be submitted in RFP Form - 2 to 7. The CVsof the personnel of the Consultancy Team shall be submitted in RFP Form-8. AllForms should be in original only and duly signed with ink. RFP Forms -5 and 6 haveto be certified by statutory auditor or chartered accountant, as the case may be.

5.2 Consultancy team shall consist of Key Personnel specified at Para 2.3 of ITA and suchother additional experts/specialists and managerial/support staff to be deployedsuch that the Consultant should be able to complete the Consultancy successfullywithin the time schedule specified in Terms of Reference (TOR). The CVs ofexperts/specialists should also be submitted in RFP Form - 8. CVs of any new KeyPersonnel to be deployed for the Consultancy should be submitted to RLDA forapproval before deployment. However, in this connection please also refer to Clause3.5 of the Contract Agreement regarding permitted changes in personnel. TheConsultant may also take the assistance of any sub-consultant for carrying out anypart of the consultancy.

5.3 Please also indicate the specific task(s) to which each team member would beassigned.

6. Financial Proposal6.1 The Applicant shall quote a lump-sum amount as fee including all expenditure like

conveyance, incidentals, out-of-pocket expenses, payment to sub-consultants etc. tobe incurred on the Consultancy. The cost should be inclusive of all taxes and dutiesand nothing extra shall be payable, except service tax. The fee of the Consultant shall



be inclusive of all costs related to visits, attending meetings, conferences and makingsuitable presentations etc. Format for submission of Financial Proposal is given at RFPForm - 9. The estimate of Personnel Cost shall be submitted in the format specified inRFP Form - 10 which shall be used only when consultancy services are availed beyondthe scope of work included in RFP.

6.2 Financial offer (Lump sum) as submitted by the Consultancy firm shall be consideredin evaluation and selection of Consultant. However, each element of the financialproposal of the selected Applicant may be reviewed during contract negotiations, ifany, to determine the final contract price.

7. Tender Clarification7.1 The Applicant may contact the RLDA office on any working day if any clarification is

required.

8. Evaluation of proposals8.1 The eligibility proposal (Envelope-1) submitted by the Applicants shall be evaluated

by RLDA first. To facilitate evaluation of proposals, RLDA may, at its sole discretion,seek clarifications in writing from any Applicant regarding its proposal in the formatas considered appropriate by RLDA.

8.2 Notwithstanding anything to the contrary contained in this RFP, RLDA may, at its solediscretion, waive any minor infirmity, non-conformity or irregularity in a proposal thatdoes not constitute a material deviation, and that does not prejudice or affect therelative position of any Applicant, provided it conforms to all the terms, conditions ofthe tender documents without any material deviations, objections, conditionality orreservations. A material deviation, objection, conditionality or reservation is one (i)that affects, in any substantial way, the scope, quality or performance of the contract;(ii) that limits, in any substantial way, inconsistent with the tender documents, RLDA’srights or the selected Applicant’s obligations under the contract; or (iii) whoserectification would unfairly affect the competitive position of other Applicants, whoare presenting eligible proposals.

8.3 The financial proposal of only those Applicants, who are found to be eligible as pertheir eligibility proposal, shall be opened.

8.4 The lowest (qualified) financial bid would be considered for selection for theConsultancy.

9. Conflict of Interest9.1 An Applicant shall not have a Conflict of Interest with regard to this assignment. Any

Applicant found to have such a conflict of interest shall be disqualified.

9.2 RLDA requires that the Consultant provide professional, objective, and impartialadvice and at all times hold RLDA’s interests paramount, avoid conflicts with otherassignments or their own corporate interests and act without any consideration forfuture work. The Consultant shall not accept or engage in any assignment that wouldbe in conflict with its prior or current obligations to other employers or that mayplace it in a position of not being able to carry out the assignment in the best interestof RLDA.



9.3 Without limitation on the generality of the foregoing, the Consultant and any of itsassociates shall be considered to have a conflict of interest and shall not be selectedunder any of the circumstances set forth below:

(a) If there is a conflict among this and other consulting assignments of theConsultant (including its personnel and sub-consultant) and any subsidiariesor entities controlled by such Consultant. The duties of the Consultant dependon the circumstances of each case. While providing Consultancy services toRLDA for this particular assignment, the Consultant shall not take up anyassignment that by its nature will result in conflict with the presentassignment.

(b) A firm which has been engaged by RLDA to provide goods or works for aproject, and any of its affiliates, will be disqualified from providing consultingservices for the same project. Conversely, a firm hired to provide consultingservices for the preparation of implementation of a project, and any of itsaffiliates, will be disqualified from subsequently, providing goods or works orservices related to the same project.

(c) An Applicant eventually appointed to provide Consultancy for this Project, aswell as any of its affiliates, shall be disqualified from subsequently providinggoods or works or services related to the construction and execution of thesame project (other than a continuation of the Firm’s earlier consultingservices) till one year from the date of completion of services under thisConsultancy.

10. Negotiation(s)10.1 Please note that the cost of preparing a proposal and of negotiating a contract,

including visits is not reimbursable as a direct cost of the assignment.

10.2 The lowest qualified Applicant may be invited for negotiations at RLDA office in Delhi.The negotiation(s) shall also include reconfirming the obligations of the Applicantunder the Terms of Reference, e.g. deployment of Key Personnel, the manner inwhich the Applicant intends to proceed with the work etc. shall be discussed duringthe negotiations.

10.3 The representative authorized by the Applicant shall only be permitted to negotiatethe financial and other terms to conclude a bidding agreement.

11. Other Conditions11.1 The consultancy services shall stand completed on submission of Amended Model

Project Document(Activity-5), if applicable. However, the Railway may decide not toproceed with the bidding process for the time being and in such a case theconsultancy services shall stand completed on receipt of all necessary approvals fromGovernment Authorities for the proposed Consultancy. Further if the Consultant isnot interested to continue the services beyond nine ( 9) months, the Consultancyshall stand terminated with mutual consent between RLDA and Consultant.

11.2 Please note that (i) if you combine the functions of consulting with those of a realestate or land developer or (ii) if you are associated with, affiliated to, or owned by areal estate or land developer, you should include in your proposal relevantinformation of such relationships along with a statement to the effect that you shalllimit your role to that of a Consultant and disqualify yourself and your



associates/affiliates from work in any other capacity (including bidding on any part ofthe project later) except that of consulting services for any follow up services ofRLDA.

11.3 If at any stage, pre or post bidding process, it comes to the knowledge of RLDA thatthe Applicant has submitted wrong information, undertaking etc. which will affecthis eligibility, RLDA shall reject the bid and forfeit EMD or terminate the contractagreement and forfeit the performance security, as the case may be.

11.4 Variation:- The Consultancy shall be carried out as per the scope, TOR and Schedule.Notwithstanding anything, RLDA may increase/decrease the scope of the consultancyfor the use of optional activities, other than stated in the deliverables of TOR.However, the variation in the Scope/Fee shall be limited to 50% of the ConsultancyFee. Notwithstanding the above, if the Consultancy is delayed on account ofRLDA/variation, the Consultant will be allowed additional time as may be reasonablyrequired.

12. EARNEST MONEY DEPOSIT (EMD)12.1 The Applicants are required to submit an interest free Earnest Money Deposit (EMD)

for `25,000/- (Rupees Twenty Five Thousand only) in the form of Demand Draft /Bankers Cheque or Pay Order in favour of “Rail Land Development Authority”,drawn on any Nationalised or scheduled commercial bank, payable at New Delhialong with their Offer in Envelope - 1.

12.2 Any offer which is not accompanied by the requisite Earnest Money Deposit shall berejected outright.

12.3 EMD of the successful Applicant shall be returned after signing of the Agreement inaccordance with provisions specified in this document and submission ofperformance security as per clause 13 within the stipulated time.

12.4 The EMD shall be forfeited in the following cases:

a) If the Applicant withdraws its proposal (offer) during the interval between theProposal Due Date and expiration of the Proposal Validity Period.

b) If the successful Applicant fails to accept the Letter of Acceptance in writingwithin the time specified in this document or any extension thereof granted byRLDA.

c) If the successful Applicant (Consultant) fails to sign the agreement within thetime specified in this document or any extension there-of granted by RLDA.

d) If the Applicant imposes any condition after the Proposal Due Date affectingthe original proposal.

13. Performance Security13.1 The successful Applicant shall submit a Performance Security to RLDA for a sum

equivalent to 5% of the Cost of the Consultancy. The Performance Security shall besubmitted within 10 days of issue of Letter of Acceptance.

13.2 The Performance security shall be in the form of Demand Draft / Bankers’Cheque/Bank Guarantee or Pay Order in favour of “Rail Land DevelopmentAuthority”, drawn on any nationalized or scheduled commercial bank and payable atNew Delhi. The said Performance Security will be kept valid for 12 months from the



date of issue of LOA initially. Thereafter if required due to administrative exigency orotherwise, the same shall be kept valid for the three months or for such period, asmay be decided by RLDA, over and above the above period mentioned in the clause.The Performance Security would however be forfeited in case of any event of Defaultleading to termination of contract as described in the Agreement.

13.3 The Performance Security shall be released two months after the payment of thefinal bill.

14. Unsuccessful ApplicantsRLDA shall return the EMD received from the unsuccessful Applicants within 30(Thirty) days of finalization of bid. The EMD shall be returned without payment of anyinterest.

15. Letter of Acceptance (LOA) and Signing of Agreement15.1 The selected Applicant in terms of Clause 8 above & upon successful completion of

negotiations, if required in terms of Clause 10 here above, shall be considered forissue of Letter of Acceptance (LOA). The Applicant shall be required to start theconsultancy within 03 days of issue of LOA. Applicant must send its acceptance ofLOA within 03 days of the issue of LOA.

15.2 The agreement shall be signed by the Consultant within 15 days of issue of LOA orwithin the time as extended by RLDA due to administrative reasons. In case ofconsortium, the agreement will be signed with the Lead Member of the consortium.

15.3 If the Consultant fails to comply with any of the stipulations indicated in Clause 15.1,or 15.2 (unless any period is relaxed by RLDA for compelling and genuine reasons;and the decision of RLDA in such case would be final), the LOA can be withdrawn dulyforfeiting the EMD and no claim of any kind shall be entertained.

16. Schedule of PaymentUnder the terms of the contract, payments to the Consultants will be madeperiodically in accordance with the laid down schedule in the Terms of Reference.

17. Fore-closure of ConsultancyRLDA reserves the right to fore-close the consultancy at any stage of the Consultancyfor administrative reasons. RLDA decision shall be final and binding on the Consultantin this regard and no claim of any kind shall be admissible in this regard.

*************




FOR ENGAGEMENT OF


FOR



Part-IITerms of Reference (TOR)



Terms of Reference (TOR)

Terms of Reference described below are applicable for the Consultancy. It should beread with the terms and conditions as indicated in the main contract of which this forms apart.

1. INTRODUCTION1.1 Indian Railways (IR) has approximately 400 ‘A-1’ and ‘A’ category Railway Stations.

Indian Railways also has approx. 43000 hectares of vacant land plots, presently notrequired for operational purposes in the near future and can be used forcommercial development. In addition to these plots, air spaces of Stationbuildings/Service Building etc. are also available for such commercial development.Several of these land plots are being commercially developed by Rail LandDevelopment Authority(“RLDA”), a statutory authority created by Ministry ofRailways through an amendment to The Railways Act, 1989 (Act No.47 of 2005,published vide Extraordinary Gazette Notification dated 16.9.2005), for commercialdevelopment of vacant railway land. RLDA has already framed standard biddocuments, for commercial development of railway vacant land and airspaces, andavailable on website “www.rlda.in” . The list of ‘A-1’ and ‘A’ category RailwayStations is available on website“http://www.indianrailways.gov.in/StationRedevelopment/index.html”.

1.2 As announced in the Rail Budget 2015-16, it has been proposed to offer RailwayStations for redevelopment on “as is where is basis”, by inviting open bids frominterested parties with their designs and business ideas duly providing for amenitiesand other requirements of the Railways. However, the process for redevelopmentof stations already identified stations would continue. The entire cost of stationredevelopment is to be met by leveraging commercial development of vacantseparable land and air space in and around the station. Initially, ‘A1’ & ‘A’ Categorystations are proposed to be offered for redevelopment through this process.

1.3 Indian Railway Station Development Corporation (IRSDC) and RLDA are re-developing the Railway Stations at Chandigarh, Anand Vihar(Delhi), Bijwasan(Delhi),Habibgunj(Bhopal), Shivajinagar(Pune), Surat and Gandhinagar(Gujarat) as per theirrespect Model Documents. These stations shall be excluded from the Project.

1.4 The present RFP is for appointing the Consultant who shall draft the Model ProjectDocuments for re-development of the Railway Stations on the line of “SwissChallenge Methodology”. The Consultant shall draft the Model Project Documentmay be by considering any base document such as ‘Land Development Hand Bookof RLDA’ and/or ‘Master Development Agreement of IRSDC’ or any other documentin consultation with RLDA.

2. BACKGROUND OF THE PROJECT2.1 The Project envisages provision of the state-of-the-art facilities to the travelling

public suitably adapted to the local conditions. The architecture of the RailwayStation shall reflect the culture and character of the city where it is located andintegrates development for a comfortable and efficient passenger experience, easeof movement, security, safety and accessibility in a harmonious and



environmentally sustainable way bringing satisfaction and value to thepassengers/users. Followings will be some of the major components of the Project:-

(i) Redevelopment of station building to provide an iconic structure with modernstate-of-the-art facilities.

(ii) Congestion free non-conflicting entry/exit to the station premises.

(iii) Segregation of arrival/departure of passengers - No conflict betweenincoming and outgoing passengers.

(iv) Adequate concourse without overcrowding - generally above the platforms/railway tracks.

(v) All essential facilities at concourse - catering, small retail, wash rooms, cloakrooms, drinking water, ATM pharmacy, internet etc.

(vi) Integration with other modes of public/private transport systems e.g. Bus,Metro etc.

(vii) Integration of both sides of the Railway Station with the city, i.e. entry/exit onboth sides of the station wherever site conditions permits.

(viii) No parcel movement across the length of platforms.

(ix) User friendly international signage - understandable by all sections ofpassengers.

(x) Additional facilities including polyclinics.

(xi) Well illuminated circulating area and sufficient provision for drop off, pick upand parking.

(xii) Green Buildings, with optimum use of natural ventilation & lighting.

(xiii) Business Centre.

(xiv) Skill Development Centre.

(xv) Social Infrastructure

(xvi) While designing the station, future expansion of platforms/lines etc. to beprovided for.

2.2 Station redevelopment has been planned by leveraging commercial development ofland & air space in and around the station. The revenues realized from real estatedevelopment should be sufficient to at least cover the entire cost of stationredevelopment after meeting the full expenditure on real estate development andmaintenance obligations i.e. the Project would be cost neutral to the Railway.

3. METHODOLOGY OF STATION REDEVELOPMENT3.1 Brief Process:- The Railway Stations would be offered for development on ‘as is

where” basis and the Project Proponents can participate in the bidding with theirdesigns and business ideas duly providing for amenities/requirements of railways.The salient features of the development process proposed shall be as under:-

(i) Details of "A-I" and "A" category stations (about 400 nos.) shall be uploaded onRailway’s website, along with indicative list of amenities to be provided for their re-development, seeking proposals from interested parties.



(ii) The Project Proponent, while submitting the Proposal, shall have to duly considerthe local development control norms as well as the needs of the Railway, includingrelocation of structures, if any.

(iii) The Business Plan developed by the Project Proponent should be such thatrevenues realized from real estate development are sufficient to at least cover theentire cost of station redevelopment after meeting the full expenditure on realestate development and maintenance obligations as per agreement. The onus ofsecuring statutory approvals shall be on the developer.

(iv) For the interested party to have proper understanding of Railway's needs, theirinteraction with filed officials shall be adequately facilitated. For this purpose,Standing Group shall be constituted at the Divisional level and at the Headquartersof Zonal Railways.

(v) With a view to ensure serious proposals, interested Project Proponents will berequired to furnish an earnest money of requisite amount.

(vi) All proposals received shall be examined for prima-facie feasibility by a “StandingTechnical Committee". The proposals found prima-facie feasible shall thereafter beexamined by a “Standing Financial Committee" of the Railway for assessing theprima facie financial viability. These committees are to be nominated by GeneralManager & would consist of SAG level officers of the Railway.

(vii) All the proposals received shall thereafter be examined by an IndependentCommittee of eminent experts having domain knowledge, to be nominated byGeneral Manager of the Railway.

(viii) For the Proposal prima-facie found feasible & financially viable and selected afterexamination by the committees, the Project Proponent shall be asked to submitdetailed proposal giving due consideration to local development control norms. TheProposal shall contain the technical aspects like specifications, BOQ, cost estimates,drawings, FAR etc. The Proposal shall also contain the financial model and detailedfinancial aspects like costs, IRR, NPV etc. If required, the Project Proponent will becalled for discussions for normalization of the Proposal and may be asked to submita final proposal. If need be, discussions will also be held with local authorities. If thedetailed proposal does not meet the Railway's requirements, the Railway shallreserve the right to reject the Proposal.

(ix) The Proposal of the Project Proponent shall then be uploaded on Railway's website,along with tender documents inviting open bids from interested Challengers,including the Project Proponent.

(x) Challengers will also have to submit a bid security of requisite amount along withthe bids.

(xi) On completion of the bidding process and evaluation, the Project Proponent, if notthe highest bidder (i.e. offering highest premium to the Railway), shall be given thechance to match the highest bid, i.e. the Project Proponent gets the "Right of FirstRefusal (ROFR)", failing which the winning Challenger shall be awarded the Bid afterfollowing the due procedure.

3.2 The draft technical and financial eligibility criteria for submission of the Proposal bythe Project Proponent/Challenger has been provided at Annexure - 4. However, the



final decision on these eligibility criteria shall be decided by the Ministry of Railway(Railway Board).

4. OBJECTIVE OF THE CONSULTANCYThe primary objective of this Consultancy is to study & understand the client’srequirement, applicable laws, base documents, PPP provisions, taxation and variousfinancial models and thereafter draft and submit the various legal and projectdocuments, as deemed fit, in order to ensure:-

i) achieve the basic objective of the Project in shortest possible time;

ii) maximize participation and higher competition among prospective bidders;

iii) maximize returns to the client with adequate safeguards against risks,litigation, legal suites, disputes;

iv) attractive projects models for developers in terms of achievement ofpermitted FSI and realization of greater value for the site in terms of localbyelaws and the applicable laws;

v) preparation of small, simple, complete, flexible legal document compatibleto various State Govt. Acts/laws and usable all over India with minimummodifications;

vi) that the bidding process is completed smoothly leading finally to signing ofagreement with the selected Developer/Bidder.

5. SCOPE OF SERVICES5.1 The services to be performed by the Consultant shall include but not be limited to

the scope indicated in Para 5 and 6 of TOR. Consultant shall also perform all suchservices and activities which are not specified herein but that might be required forachieving the Objective of the Consultancy specified in Para 4 above, framing of thereports and deliverables listed at Para 6 & 9 of TOR and completing the Consultancyin terms of Para 12 below.

5.2 Study the Railway Board background papers, provisions of the Railway Act andother documents applicable for the consultancy and affecting the objective of theConsultancy and selection of a base document & other documents for inputs inconsultation with client.

5.3 Preparing a detailed structure note and a flow chart setting forth the methodologyfor carrying out this Consultancy assignment including expanding or detailing thescope of work as may be required for drafting of legal documents specified at Para5.4 below. The Consultant shall also prepare the broad methodology forimplementation of station re-development project including its salient terms,features of the transaction;

5.4 Drafting the entire suite of the Model Project Documents required forimplementation of the Project but not limiting to the following:-

(i) General Conditions of Lease Agreement/Development Agreement to beentered into between the Railway and the Selected Bidder;

(ii) Regulations for Proposals and Eligibility Conditions to be used by the ProjectProponents and later for open bidding process by the Challengers;



(iii) Instructions to Project Proponents and Bid Forms to be used for submission ofthe Proposals;

(iv) Instructions to Challengers and bid Forms to be used for submission of bidsbased on the selected proposal;

(v) Draft format for Special Conditions of Lease Agreement/DevelopmentAgreement, Schedules and Specifications, Sub-Lease Agreement to be enteredinto between the Railway and the Selected Bidder;

(vi) Escrow agreement/trust and retention agreement or other agreementbetween the Railway, Selected Bidder and an identified escrow bank, forregulating the flow of project receivable accrued to the Railway (includingdetailed water flow mechanism for deposit and withdrawal from various sub-accounts);

(vii) Substitution agreement to be entered between the Railway, Selected Bidderand Lender’s representative.

5.5 Reviewing and finalizing the Model Project Documents in consultation with RLDAand the Railway. The Consultant shall submit a comparative brief between the draftagreements specified at Para 5.4(i) and base document as specified in Para 5.2above and other documents, as per the direction of RLDA, highlighting theimportant new features added in the draft document and modification/deletion offeatures of the base document/other selected document.

5.6 Meeting with the RLDA:-The Consultancy requires close interaction with RLDA fortimely inputs, meeting and reviews, feedback/observation by RLDA. The Consultantshall actively associate in RLDA’s reviews of various submissions and providenecessary clarifications, documents and back-up information for conducting thereviews. The respective Key Personnel of the Consultant shall be present in allimportant review meetings at RLDA office in Delhi as required by RLDA while othersupport personnel assisting the Key Personnel in the consultancy may attend othermeetings.

6. Important Activities of the Services6.1 Activity - 1:- Study of background papers of client, various document specified in

Para 13 of TOR, determination of base/other documents for inputs, analyzing andsuggesting Financial Model and Preparing & submission of deliverable in terms ofPara 5.2 and 5.3 of TOR shall be collectively referred as Activity - 1.

6.2 Activity - 2:- Drafting and submission of documents in terms of Para 5.4 & 5.5 ofTOR shall be collectively referred as Activity – 2.

6.3 Activity – 3:- Discussion with RLDA for revision and submission of documents interms of Para 5.4 & 5.5 of TOR leading to the approval of set of documents by theclient after vetting by independent legal & financial experts, as decided by theRLDA, shall be collectively referred as Activity – 3.

6.4 Activity – 4:- After completion of the Activity – 3, the set of approved Model ProjectDocuments shall be submitted for comments of users through uploading onwebsite, interaction, presentations and written communications; leading to suitablemodifications of documents within the legal and financial parameters and finalapproval of the set of Model Project Documents by the Ministry of Railways,Ministry of Law & Justice, Niti Ayog etc. as the case may be.



6.5 Optional Activities:- The optional activities will be carried out by the Consultantafter obtaining specific permission/request from RLDA in writing. The payment forthese activities are not included in the lump sum cost and shall be extra as specifiedin the payment schedule at Para 10 of TOR.

(i) Activity - 5: RLDA may ask the Consultant to carry out this activity in casesome modification/amendments are required after finalization of theproposals/bidding process by the Railway. This will include updating thecomplete set of Model Project Documents and approval of document asspecified in Activity – 3 above.

7. Project Models being followed7.1 Upfront Lease Premium Model with BG’s – Bidding criteria is the lease premium and

the development agreement and lease deed are to be signed after payment of 1stinstallment of lease premium and submission of bank guarantees for the remaininginstallments along with interest @ 15% p.a. on the outstanding amount.

7.2 Lease Premium Model with or without marketing rights – Bidding criteria is thelease premium and the development agreement is to be signed after payment of1st installment of lease premium. The Developer has to pay lease premium in 4-6installments spread over 3-6 years depending upon size of the project. TheDeveloper shall be given license rights only for construction and marketing & thelease rights through execution of lease deed shall be given after it pays the fullamount of lease premium or submits bank guarantees for the remaininginstallments to RLDA. If the marketing rights are given during the license period therealization of installments from Developer shall be through Escrow A/c mechanism.

7.3 Revenue Sharing Model – Bidding criteria is the percentage revenue share and thedevelopment agreement is to be signed after payment of fixed amount of paymentto RLDA. The Developer has to pay the quoted percentage share from the revenuesearned from utilization or sub-leasing of the spaces within the project subject to apayment of a minimum guaranteed amount every year through Escrow A/cmechanism.

7.4 Annual Payment model – Bidding criteria is the Annual Payment to be made fromthe first year of operation (with provision for built-in escalation) and thedevelopment agreement is to be signed after payment of initial fixed amount ofpayment to RLDA. The Developer has to pay the minimum guaranteed amountevery year as the developer has bid through Escrow A/c mechanism.

Details of above models are available in the form of draft or final developmentagreement prepared by the existing Consultants or executed by RLDA with theDevelopers. RLDA may adopt any other model of development as suggested by theConsultant on merits.

8. Preparation and presentation of Reports8.1 At each stage of activities, the Consultant shall submit 04 (four) copies of sets of

documents to RLDA in spiral bound form.

8.2 The Consultant shall make power point presentation to RLDA of the draft report inwhich all Key Personnel should be present. Each of these reports shall be reviewedby RLDA and discussed in formal meetings at RLDA office with the Key Personnel ofthe Consultant and observations shall be forwarded to the Consultant



subsequently. The Consultant shall comply with these observations andrevise/modify the reports as may be required from time to time to the satisfactionof RLDA. If required, the Consultant may submit supplementary reports to clarify ormodify some parts of the earlier submitted report and also make a PowerPointpresentation to RLDA.

9. Deliverables and Time Frame9.1 All deliverables mentioned are of the Consultant unless otherwise specified therein.

Item (Refer Clause4.0 of TOR)

Deliverable Due date ofSubmission * (D +number of days)

Activity – 1 Draft Structure Note and the Flow Chart D + 7

Approval by RLDA D + 10

Finalization of Structure Note and the FlowChart including base document

D + 13

Activity – 2 Submission of 1st draft of Model ProjectDocuments

D + 40

Activity - 3 Submission of 2nd draft of Model ProjectDocuments after revision of 1st draftdocuments pursuant to discussion with theRLDA/Railway Board

D + 55

Approval of Draft Model Document D + 70

Activity - 4 Submission of 3rd draft of Model ProjectDocuments after revision of 2nd draftdocument pursuant to discussion with theRLDA/Railway/Users

D + 100

Approval of Model Document X=D+120

Optional Activity – 5 Submission of 1st amendments of ModelProject Documents

X+90

Approval of 1st amendments to ModelDocument

X+120

*D is the date of issue of Letter of Acceptance for consultancy.

9.2 All deliverables (including the basis of various worksheets in soft-form/anysoftware) shall become the property of RLDA and shall be used by RLDA as deemedfit. Soft copies of deliverables should also be furnished as required by RLDA.

9.3 The Consultancy shall continue till the approval of Model Project Documents by theMinistry of Railways. The completion time of this consultancy is 09(nine) monthsfrom issue of Letter of Acceptance or within such time as may become necessarydue to extension in approval of documents, legal matters or such otheradministrative matters contingent upon.



10. Schedule of Payment10.1 Under the terms of the contract, payments to the Consultant will be made

periodically in accordance with the deliverables above and as per schedule below:

Sl.No.

State of Payment Payment Amount (% of the totalLump-sum amount fixed)

1. On completion of Activity-1 5%




Total 100%

Optional Activity – 5, for which extrapayment shall be made, if asked byRLDA.(% of the total Lump-sum amountfixed)

10%

11. Consultancy Team and Project Office of the Consultant11.1 The Consultant shall form a multi-disciplinary team (the “Consultancy Team”) for

undertaking this Consultancy. The Consultancy Team Shall consists of experts as perdetails given in ITA.

11.2 The Consultant may also engaged support staff, if required, for undertaking thisassignment. However, RLDA will not made any payment on this account.

11.3 A Consultant, who does not have any office in Delhi/NCR region, shall be requiredto nominate a representative who will be stationed at Delhi and available forinteraction with RLDA in connection with progress of the work. No separatepayment shall be made for such establishment.

12. Completion of services12.1 Consultancy services should be completed as per the timeframe specified under

Para 9.1 above. The Consultant shall provide all support services in the nature ofadvice and clarifications to RLDA in respect of any issue that may come up duringthe Consultancy. All the study outputs including primary data shall be compiled,classified and submitted by the Consultant to the authority in soft form apart fromthe deliverables indicated in Clause 9 above. The study outputs shall remain theproperty of the RLDA and shall not be used for any purpose other than thatintended under these Terms of Reference without the permission of RLDA

12.2 In case of any change in policy, requirement on administrative/legal reasons, RLDAreserves the right to either discontinue the service of the Consultant without anyclaims whatsoever or to direct the Consultant to continue their consultancyservices.

13. Documents to be made available by the RLDAIf requested by the Consultant, the RLDA shall provide to the consultant followingdocuments in hard/soft copy:-



i) The Railway Act 1989 and Rules/Regulations made under it.

ii) Land Development Handbook (LDHB) of RLDA, consisting of;

a. LDHB Part-1 “Regulations for Bids and Lease Agreements”

b. LDHB Part-2 “General Conditions of Lease Agreement andAnnexures”

c. LDHB Part-3 “Instructions to Bidders and Bid Forms”

d. LDHB Part-4 “Special Conditions of Lease Agreement”

e. LDHB Part-5 “Schedule and Specifications”

iii) Model Documents of Indian Railway Station Development Corporation(IRSDC), consisting of;

a. Master Development Agreement

b. Request for Qualification (RFQ) for re-development of RailwayStation

c. Request for Technical Proposal (RTP) for re-development of RailwayStation

iv) Important features of model concession agreement of railway stationsprepared by Planning Commission/Railway Board

v) Background paper prepared by Ministry of Railways (Railway Board) onredevelopment of railway station to International Standards

vi) Manual of Standards & Specifications for Railway Stations (Vol I & II) issuedby Ministry of Railways

***************




FOR ENGAGEMENT OF


FOR



Part-IIIApplication & Proposal Forms



RFP Form-1

Letter of Application

(On Applicant’s letter head)

(Date and Reference)

To,

Manager/SW

Rail Land Development Authority,

Moti Bagh-I,

Near Safdarjung Railway Station,

New Delhi – 110021.

Sub:- Engagement of Legal and Financial Consultant for preparation of ModelDocuments for re-development of Indian Railway Stations to InternationalStandards.

Ref.:- Tender No. RLDA/RFP/CT - 6 of 2015

Dear Sir,

1. With reference to your RFP Document dated _________ I/We, having examined allrelevant documents and understood their contents, hereby submit our Applicationfor engagement as Legal and Financial Consultant for the preparation of ModelDocuments for re-development of Indian Railway Stations to InternationalStandards . The Application is unconditional and unqualified.

2. All information provided in the Application and in the Appendices is true andcorrect and all documents accompanying such Proposal are true copies of theirrespective originals.

3. This statement is made for the express purpose of engagement as the Consultantfor the aforesaid assignment.

4. I/We shall make available to the RLDA any additional information it may deemnecessary or require for supplementing or authenticating the Application.

5. I/We acknowledge the right of the RLDA to reject our Application without assigningany reason or otherwise and hereby waive our right to challenge the same on anyaccount whatsoever.

6. We certify that in the last five years, we/any of the consortium members haveneither failed to perform on any contract, as evidence by imposition of a penalty ora judicial pronouncement or arbitration award, nor been expelled from any projector contract nor have had any contract terminated for breach on our part.

7. I/We declare that:

(a) I/We have examined and have no reservations to the RFP Documents, includingany Addendum issued by the RLDA;



(b) I/We do not have any conflict of interest as stated in the ITA;

(c) I/We have not directly or indirectly or through an agent engaged or indulged inany corrupt practice, fraudulent practice, coercive practice, undesirable practiceor restrictive practice in respect of any tender or request for Application issuedby or any agreement entered into with the RLDA or any other public sectorenterprise or any Government, Central or State; and

(d) I/We hereby certify that we have taken steps to ensure that no person actingfor us or on our behalf will engage in any corrupt practice, fraudulent practice,coercive practice, undesirable practice or restrictive practice.

8. I/We understand that you may cancel the Selection Process at any time and thatyou are neither bound to accept any Application that you may receive nor to selectthe Consultant, without incurring any liability to the Applicants.

9. I/We declare that We/any member of the consortium, are/is not a Member ofa/any other Consortium applying for Selection as a Consultant.

10. I/We certify that in regard to matters other than security and integrity of thecountry, we have not been convicted by a Court of Law or indicted or adverseorders passed by a regulatory authority which would cast a doubt on our ability toundertake the Consultancy or which relates to a grave offence that outranges themoral sense of the community.

11. I/We further certify that in regard to matters relating to security and integrity orthe country, we have not been charge-sheeted by any agency of the Government orconvicted by a Court of Law for any offence committed by us or by any of ourAssociates.

12. I/We further certify that no investigation by a regulatory authority is pending eitheragainst us or against our Associates or against our CEO or any of ourDirectors/Managers/employees.

13. I/We hereby irrevocably waive off right which we may have at any stage at law orhowsoever otherwise arising to challenge or question any decision taken by theRLDA and/ or the Government of India in connection with the selection of theConsultant or in connection with the Selection process itself in respect of the abovementioned Project.

14. The Earnest Money of `25,000/- (Rupees Twenty Five Thousand only) in the form ofa Demand Draft is attached, in accordance with the RFP document.

15. I/We agree and understand that the Application is subject to the provisions of theRFP document. In no case, shall I/We have any claim or right to whatsoever natureif the Consultancy is not awarded to me/us or our Application is not opened.

16. I/We agree to keep this offer valid for 90 (Ninety) days from the tender submissiondate specified in the RFP.

17. In the event of my/our being selected as the Consultant, I/We agree to enter intoan Agreement in accordance with the form at Schedule of the RFP. We agree not toseek any changes in the aforesaid Form and agree to abide by the same.

18. I/We have studied the RFP and all other documents carefully and understood theassignment objectives. We understand that except to the extent as expressly setforth in the Agreement, we shall have no claim, right or title arising out of any



documents or information provided to us by RLDA or in respect of any matterarising out of or concerning or relating to the Selection Process including the awardof Consultancy.

19. I/We agree and undertake to abide by all the terms and conditions of the RFPDocument. In witness thereof, I/We submit this Proposal under and in theaccordance with the terms of the RFP Document.

Yours faithfully,

(Signature of the Authorised Signatory)

(Name and designation of the Authorised Signatory)

(Name and seal of the Applicant/Lead Member)

Encl: 1. RFP Document Fee & EMD

2. Other Bid Forms

Note:-

1. If the Applicant is a consortium then Joint Application Agreement (executed amongall consortium members showing joint and several liability of all members on Non-Judicial stamp paper of appropriate value but not less than `100 shall have to besubmitted along with the Application clearly stating the Lead Member of theconsortium.

2. To be submitted in original duly signed with ink.



RFP Form - 2

Tender No.- RLDA/RFP/CT-6 of 2015

Particulars of the Applicant/Members of Consortium1

1.1 State whether applying as Sole Firm or Lead Member of a consortium:

Sole Firm

or

Lead Member of a consortium

1.2 State the following:

Name of Company or Firm:

Legal status (e.g. incorporated private company, unincorporated business,partnership etc.):

Country of incorporation:

Registered address:

Year of Incorporation:

Year of commencement of business:

Principal place of business:

Brief description of the Company including details of its main lines of business

Particulars of individual(s) who will serve as the point of contact/communication with RLDA:

(a) Name:

(b) Designation:

(c) Company:

(d) Address:

(e) Telephone Number/Mobile number:

(f) E-Mail Address:

(g) Fax Number:

Name, Designation, Address and Phone Numbers of Authorised Signatory ofthe Applicant:

Name:

Designation:

Company:

Address:

1 In case of consortium, the details of all Members of Consortium has to be submitted in this Form.



Phone No.:

Fax No. :

1.3 If the Applicant is Lead Member of a consortium, state the following for eachof the other Member Firms:

(i) Name of Firm:

(ii) Legal Status and country of incorporation

(iii) Registered address and principal place of business.

1.4 For the Applicant, (in case of a consortium, for each Member), state thefollowing information:

i) In case of non Indian company, does the company have business presencein India?

Yes/No

If so, provide the office address(es) in India.

ii) Has the Applicant or any of the Members in case of a consortium beenpenalized by any organization for the poor quality of work in the last fiveyears?

Yes/No

iii) Has the Applicant or any member of the consortium been blacklisted byany Govt. department/Public Sector Undertaking in the last five years andsuch black listing exists on the date of submission of application?

Yes/No

iv) Has the Applicant or any of the members, in case of a consortium, sufferedbankruptcy/insolvency in the last five years?

Yes/No

Note: If answer to any of the questions at ii) to iv) is yes, the Applicant is noteligible for this consultancy assignment.

1.5 Does the Applicant’s firm/company (or any member of the consortium)combine functions as a consultant or designer along with the functions as acontractor and/or a manufacturer?

Yes/No

If yes, then for this work does the Applicant (and other member of theApplicant’s consortium) agree to limit the Applicant’s role only to that of aconsultant/ designer and to disqualify themselves, their associates/ affiliatesand/or parent organization subsequently from work on this Project in any



other capacity (including tendering relating to any goods or services for anypart of this Project) other than that of consultant and/or designer for RLDA?

Yes/No




Note:- To be submitted in original duly signed with ink.



RFP Form - 3


Statement of Legal Capacity

(on the letter head of the Applicant)

Ref. Date:

To,

Manager/SW

Rail Land Development Authority,

Moti Bagh-I,

Near Safdarjung Railway Station,


Sub:- Engagement of Legal and Financial Consultant for preparation of Model ProjectDocuments for re-development of Indian Railway Stations to InternationalStandards.

Ref.:- Tender No. RLDA/RFP/CT-6 of 2015

We hereby confirm that we, the Applicant (along with other members in case of

consortium, constitution of which has been described in the Application*), satisfy theterms and conditions laid out in the RFP process.

We have agreed that ________________ (insert Applicant’s name) will act as the Lead

Member of our consortium.

We have agreed that _________________ (insert individual’s name) will act as our

Authorised Representative/ will act as the Authorised Representative of the consortium on

our behalf and has been duly authorized to submit our Proposal. Further, the authorised

signatory is vested with requisite powers to furnish such letter and authenticate the same.

Yours faithfully,

Authorised Signatory

For and on behalf of ______________

*Please strike out whichever is not applicable

Note:- To be submitted in original duly signed with ink.



RFP Form - 4


Power of Attorney(To be executed on `100 Non Judicial Stamp Paper)

Know all men by these presents, We, _________________________ (name of firm and

address of the registered office) do hereby constitute, nominate, appoint and authorise Mr/ Ms_____________________________ son/daughter/wife and presently residing at

________________________, who is presently employed with us and holding the position

of _________ as our true and lawful attorney (hereinafter referred to as the “AuthorisedRepresentative”) to do in our name and on our behalf, all such acts, deeds and things as

are necessary or required in connection with or incidental to submission of our Proposal

for and selection as the Legal and Financial Consultant for preparation of Model ProjectDocuments for re-development of Indian Railway Stations to International Standards,proposed to be developed by RLDA including but not limited to signing and submission of

all applications, proposals and other documents and writings, participate in pre-bid and

other conferences and providing information/ responses to RLDA, representing us in allmatters before RLDA, signing and execution of all contracts and undertakings consequent

to acceptance of our proposal and generally dealing with RLDA in all matters in

connection with or relating to or arising out of our Proposal for the said Project and/orupon award thereof to us till the entering into of the Agreement with RLDA.

AND we do hereby agree to ratify and confirm all acts, deeds and things lawfully done or

caused to be done by our said Authorised Representative pursuant to and in exercise of thepowers conferred by this Power of Attorney and that all acts, deeds and things done by our

said Authorised Representative in exercise of the powers hereby conferred shall and shall

always be deemed to have been done by us.

IN WITNESS WHEREOF WE, _________________ THE ABOVE NAMED PRINCIPAL HAVEEXECUTED THIS POWER OF ATTORNEY ON THIS ______________ DAY OF ______________,201*For ______________________

(Signature)

(Name, Title and Address)

Witnesses:

1.

Notarised



2.

Accepted

________________

(Signature)

(Name, Title and Address of the Attorney)

Notes:

The mode of execution of the Power of Attorney should be in accordance with theprocedure, if any, laid down by the applicable law and the charter documents of theexecutant(s) and when it is so required the same should be under common seal affixed inaccordance with the required procedure.

For a Power of Attorney executed and issued overseas, the document will also have to belegalised by the Indian Embassy and notarised in the jurisdiction where the Power ofAttorney is being issued.



RFP Form – 5

Tender No.- RLDA/RFP/CT- 6 of 2015

Eligibility of the Applicant#

(Ref Clause 4 of ITA)++

Name of the Applicant/Member of Consortium:

S.No Name andScope/nature ofassignmentcompleted*

Name oftheClient**

Name of theInfrastructure Field@

Total land areain sq.m./Value of theproject inRs.@@

ConsultancyFee##

Date ofcompletion ofassignment orongoing&

123# The Applicant should provide details of only those assignment(s) that have been undertaken by either the

Sole Firm or Member of the consortium. Only first three projects shall be considered for eligibility.

++ Please refer clause 4.2(i) of ITA in this regard.

*drafting/preparing legal documents related infrastructure projects during the preceding 10 years from PDD.

@ in the field of infrastructure project(s) (through PPP, leasing, licensing etc. mode for the railways,highways, airports, ports, stadiums, water/sewerage treatment plants, mining, oil exploration, SEZs,manufacturing, smart cities, city development etc).

@@ not be less than 10 hectares or Rs 100 Crores.

## Exchange rate should be taken as `60 per US $ for converting to `(Rupees).

** Should accompanied either with completion certificates or satisfactory performance certificates (in caseof on-going assignment) from the Client.

& Should accompanied with a copy of set of drafted documents and undertaking on stamp paper.




Certified by Statutory Auditor/Chartered Accountant:-

I/We, in our capacity as the Statutory Auditor/Chartered Accountant ____________ (Nameof the Applicant/Member of the Consortium) certify that above details are correct.

(Signature of the Statutory Auditor/Chartered Accountant)

(Name and Seal of the Statutory Auditor/Chartered Accountant)

Note:- To be submitted in original duly signed with ink. In case the bid form is spread onmore than one page then all pages have to be signed with seal by StatutoryAuditor/Chartered Accountant.

Legal & Financial Consultancy for the preparation of Model Project Documents for Redevelopment of Indian Railway Stations to International Standards


RFP Form - 6

Tender No.- RLDA/RFP/CT- 6 of 2015

Particulars of Key Personnel(Ref Clause 4 of ITA)

# Should not be less than required eligible. Relevant Certificates to be enclosed.

@ excluding period of Educational Qualification and in the relevant field only.

* Copy of educational certificates to be attached.




Certified by Statutory Auditor/Chartered Accountant:-

I/We, in our capacity as the Statutory Auditor/Chartered Accountant ____________ (Name of the Applicant/Member of the Consortium) certify that abovedetails are correct.

Signature of the Statutory Auditor/Chartered Accountant

Name & Seal of the Statutory Auditor/Chartered AccountantNote:- To be submitted in original duly signed with ink. In case the bid form is spread on more than one page then all pages have to be signed by Statutory Auditor/Chartered

Accountant.

Designation of KeyPersonnel

Name EducationalQualification*

Length ofProfessionalExperience@

Present Employment Experience in no. of eligibleassignments#

Name of Firm Employed Since

Legal Expert

Taxation cum FinancialExpert

PPP Expert



RFP Form - 7


Eligibility of the Key Personnel

(Ref Clause 4 of ITA)

Name of the Key Personnel:

Role in the Consultancy assigned:

S.No Name andScope/ natureof assignment#

Name ofthe firmfor whichthe KeyPersonnelWorked

Total landarea insq.m./Value oftheproject inRs.@

Name of theInfrastructureField

Role of theKeyPersonnel intheassignment

Mandaysspent ontheproject@

(1) (2) (3) (4) (5) (6) (7)1

2

# In case list contains more than two assignments then the first four assignments shall only beconsidered for eligibility. In the field of infrastructure project(s) (through PPP, leasing, licensing etc. modefor the railways, highways, airports, ports, stadiums, water/sewerage treatment plants, mining, oilexploration, SEZs, manufacturing, smart cities, city development etc).

@ Should not be less than:

Key Personnel Size of the Assignment Mandays in the assignment

Legal Expert 10 Ha or ₹100 crore 20

Taxation cum Finance Expert 5 Ha or ₹50 crore 15

PPP Expert 5 Ha or ₹50 crore 15

Note:- Separate RFP Form shall be used for each Key Personnel.

(Signature of the Key Personnel)

Countersigned by:



(Name and seal of the Applicant/Lead Member)Note:- To be submitted in original duly signed with ink.

Architectural and Financial study for Commercial Development at Gandhi Nagar Railway Station, Gujarat


RFP Form - 8

Tender No.- RLDA/RFP/CT- 6 of 2015CURRICULUM VITAE (CV) FORMAT TO BE SUBMITTED WITH APPLICATION

(Note:- To be submitted in original duly signed with ink. Please submit separately for eack KeyPersonnel. No item to be kept blank.)

1. PROPOSED POSITION FOR THIS PROJECT:

(ONLY ONE CANDIDATE SHOULD BE NOMINATED FOR EACH POSITION)

2. NAME:

3. DATE OF BIRTH:

4. NATIONALITY:

5. PERSONAL ADDRESS:

TELEPHONE NO.:

FAX NO. :

E-MAIL ADDRESS:

6. EDUCATIONAL QUALIFICATION:

(The Months/years in which various qualifications were obtained must be stated)

7. OTHER TRAINING:

8. LANGUAGE & DEGREE OF PROFICIENCY:

9. MEMBERSHIP IN PROFESSIONAL SOCIETIES:

10. PROFESSIONAL EXPERIENCE (IN YEARS, excluding the period under item 6 & 7):

11. WORK EXPERIENCE IN THE RELEVANT FIELD FOR THE CONSULTANCY excludingthe period on getting the minimum educational qualification:

12. EMPLOYMENT RECORD:

(i) Period from

(ii) Name of Employer/Firm

(iii) Position held

(iv) Brief Description of Duties

(Starting with present position, list in reverse order every employment held and statethe start and end dates of each employment.)



TO:

(Clearly distinguish if the consulting firm was either (a) your "employer" i.e. youare/were a regular full-time employee of the consulting firm or (b) a “client” i.e. youare/or have worked as a consultant or an adviser with the consulting firm)

13. DETAILED TASKS ASSIGNED

(In this column, list tasks one by one and support each task by project experience inthe right hand side column.):

14. EXPERIENCE ON ELIGIBLE ASSIGNMENTS - WORK UNDERTAKEN THAT BESTILLUSTRATES CAPABILITY TO HANDLE THE TASKS ASSIGNED.

(In this column, list project name, details of the project, field of the Infrastructureprojects, location, year of completion, Land area of the project, Estimated capital costof the project, consultancy fee of the project, position held, i.e. Legal expert, FinanceExpert, Real Estate Expert etc. and exact duties rendered and time spent on eachproject.)

15. PERSONAL/PERMANENT EMPLOYMENT STATUS CERTIFICATION (Please followthe following format exactly. Omission will be treated as noncompliance)

(i) I am a free lance consultant / adviser, not in the regular employment of theConsultant firm or associated firm. Yes/No

(ii) I am a regular full-time employee of the Consultant or associated firm and sincefrom___________(date). Yes/No

I, the undersigned, confirm that

(i) To the best of my knowledge, this CV correctly describes myself, my qualifications,and my experience; and

(ii) I am not employed by the Executing/Implementing Agency

I understand that any willful mis-statement in this CV may lead to my disqualificationor dismissal, if engaged.

SIGNATURE of the Personnel:

DATE OF SIGNING: Day Month Year

Countersigned by-




RFP Form -9Tender No.- RLDA/RFP/CT-6 of 2015

FINANCIAL PROPOSAL

We, the undersigned, offer to provide the consultancy services in accordance withyour Terms of Reference of the RFP. We also accept, without any deviation, the termsand conditions of the above tender. Our Lump-sum fee (exclusive of service tax butinclusive of all other taxes and levies) for the services would be as under:

Assignment Legal and Financial Consultancy for the preparation of Model ProjectDocuments for re-development of Indian Railway Stations toInternational Standards.

In Figures

In words

Note :

(1) In case of any discrepancy between words and figures, the former will prevail.

(2) We understand clearly that you are not bound to accept any Application youreceive. We also understand that incomplete or conditional offers would besummarily rejected.

Yours faithfully,

Authorized SignatoryName

Seal of the Company

Dated:



RFP Form -10

Tender No. RLDA/CT-6 of 2015Format for Estimate of Personnel Costs

ID No. Position Name Man DayRate

Total ManDays

Amount

A I. Remuneration for key Personnel (including all personal allowances)

Total

A II. Remuneration for Support Personnel (including all personal allowances)

Total

(Authorised Signatory)

Name: ……………………….Stamp:………………………..

Dated: ……………………….




FOR ENGAGEMENT OF


FOR

PREPARATION OF MODEL PROJECT DOCUMENTS FORREDEVELOPMENT OF INDIAN RAILWAY STATIONS TO INTERNATIONAL

STANDARDS


Part-IVDraft Form of Contract



THIS AGREEMENT is made the day of Two thousand and BETWEENRAIL LAND DEVELOPMENT AUTHORITY having its office Near Safdarjung RailwayStation, Moti-Bagh-1, New Delhi – 110021 represented by [ ](hereinafter referred to as “RLDA”, which expression shall unless excluded by orrepugnant to the context be deemed to include the successors, its offices,representatives and assigns) and [NAME OF CONSULTANT] having their office at[ADDRESS OF CONSULTANT] (hereinafter referred to as “the Consultant”, whichexpression shall unless excluded by or repugnant to the context be deemed toinclude the successors, its offices, representatives and assigns).

WHEREAS

(1) The RLDA is a statutory authority constituted for the purpose of developingrailway land for commercial use at different locations on zonal Railways.

(2) The RLDA is desirous of engaging consultancy services for___________________________.

(3) The RLDA has issued Request for Proposal for Consultancy Services pertaining to____________________________________________.(hereinafter referred to as‘RFP’), for Tender No. [ ] , the “Terms of Reference” on theScope of Work; Deliverables and Time Frame; and the Draft Report and “Instructionsto Applicants”. Both ‘Terms of Reference and ‘Instructions to Applicants’ form anintegral part of this contract.

(4) The Consultant is an independent Consultant having particular skill and expertisein the field which the RLDA wishes to use and hence RLDA has selected theConsultant pursuant to this RFP for the purposes of the Project and he has agreed toprovide services to the RLDA as per Terms of Reference (TOR) (hereinafter referredto as “the Consultancy Services” or “the Services”).

(5) The Consultant shall provide the Consultancy Services for the Project………………….( hereinafter referred to as “the Project”).

(6) The RFP along with Annexure to this Agreement form an integral part of thecontract.

NOW THE PARTIES HEREBY AGREE:-

1. Interpretation

1.1 In this Agreement the following expressions shall have the followingmeanings:-

"Agreement" means this Agreement including ‘Terms of Reference and‘Instructions to Applicants’ of the Request for Proposal (RFP) for ConsultancyServices Pertaining to ________________________________ and allamendments and modifications thereto made in accordance with theprovisions hereof --or which are incorporated herein expressly by reference.

“Confidential Information” includes all information supplied by the RLDA tothe Consultant about the Project or the RLDA’s affairs or finances or whichcomes into the possession of the Consultant during the course, or as aconsequence, of its providing the Services to the RLDA.



“Consultant’s personnel” shall include the Consultants employees; anyperson engaged to provide services by the Consultant and any other personacting on behalf of the Consultant.

"Force Majeure" means riots, war, exceptional weather conditions for thetime and location of the Services, or any other cause beyond the reasonablecontrol of the affected party which by exercise of reasonable diligence couldnot have been prevented or provided against, except financial distress.

“Party” means the RLDA or the Consultant referred to individually; “Parties”means RLDA and the Consultant collectively.

“Consultancy Services ” or “ Services” means all of those services to beprovided by the Consultant to the RLDA in accordance with this Agreementand as set out in Terms of Reference(Annexure-1) of the RFP and shall includeall works incidental thereto.

1.2 In this Agreement:-

1.2.1 A reference to any Act of Parliament or to any other legislative instrumentshall also include a reference to any consolidation, amendment or re-enactment of the Act;

1.2.2 The various headings appearing in this Agreement are only for the sake ofconvenience and shall not affect the interpretation of the subject matter ofvarious clauses of this Agreement.

2. Consultancy Services

2.1 The RLDA hereby engages the Consultant to provide the Consultancy Servicesfor the ________________________________________ on the terms andconditions set out in this Agreement.

2.2 The Services shall commence on the date of issue of Letter of Acceptance(hereinafter referred to as ‘LOA’) and shall be completed as per the detailedtime-frame indicated in Clause 7.0 of Terms of Reference (TOR) of the ‘RFP’.

3. Consultant’s Services

3.1 The Consultant shall provide the Services with due diligence, to the best of hisability and making full use of his skill, knowledge, experience, expertise and ina workmanlike manner according to the highest standards acceptable in theindustry and to the reasonable satisfaction of RLDA.

3.2 In providing the Services, the Consultant shall devote such time and effort asmay be required to ensure proper performance of this Agreement duly withinthe time frame specified.

3.3 Time is the essence of the contract. Internal target dates as specified inClause 9 – “Deliverables and Time Frame” of TOR of the ‘RFP’, should bestrictly adhered to by the Consultant, failing which RLDA will have the right totake action against the Consultant in accordance with the contract whichincludes, and is not restricted to, imposition of liquidated damages videClause 4 of this Agreement and termination as per Clause 7 of theAgreement.



3.4 In providing the Services the Consultant shall comply with all the prevailinglaws and legislation in force, both local and Central.

3.5 The Consultant will not reduce the proposed Consultancy team structurepresented by it at the time of submitting its proposal. All key personnel of theConsultant will be readily available during implementation of the contract.RLDA will not consider substitutes of key personnel during contractimplementation except under exceptional circumstances upto a maximum of50% of key personnel and that too by equally or better qualified andexperienced personnel. In no event, the Consultant will replace its keypersonnel without obtaining a prior written consent of RLDA.

For the purposes of this clause ‘key personnel’ refers to the personnelindicated by the Consultant in the ‘proposed project teams’ submitted withits proposal. Any failure on the part of the Consultant under this clause shallconstitute a breach of this Agreement within the meaning of clause 7.2.

3.6 The Consultant shall, apart from providing services as mentioned in TOR ofthe RFP,

• hold meetings with the RLDA as often as the RLDA reasonably requiresduring the period of this Agreement,

• liaise with the RLDA as often and in such manner as may be necessary tosecure the satisfactory and timely completion of the Services,

• at all times act in good faith; and

• report to the RLDA in writing of its progress fortnightly.

4. Delays in providing the Services by the Consultant and Extension of Time

4.1 The Consultant has submitted a Performance Security to RLDA for a sumequivalent to 5% of the Cost of the Consultancy in the form of Demand Draft/ Bankers’ Cheque/Bank Guarantee or Pay Order in favour of “Rail LandDevelopment Authority”, drawn on any nationalized or scheduledcommercial bank and payable at New Delhi.

4.2 The said Performance Security will be kept valid for three (03) monthsbeyond the completion of the Consultancy Services. Thereafter if requireddue to administrative exigency or otherwise, the same shall be kept valid forthree months or for such period, as may be decided by RLDA, over and abovethe Scheduled period of completion of work .The Performance Securitieswould however be forfeited in case of any event of Default leading totermination of contract as described in the Agreement.

4.3 Delays: Any delay by the Consultant in the commencement or delay inperformance of its contractual obligations shall render the Consultant liableto any or all of the following:

a) Imposition of Liquidated damages (L.D.) @ 0.50% of the contract value perweek, subject to maximum of 5% of the contract value. This may alsoinclude Forfeiture of Performance security.

b) Non-submission of final report by due date (unless the same is due toRLDA’s administrative delays) may also attract levy of L.D. However, the



same can be paid back to the Consultant for making good the default insubsequent target dates by non-slippage of the targets for subsequent/finalactivity.

c) Termination of the contract, in terms of Clause 7 below.

4.4 Extension of Time. Any delay/ non-performance arising out of / caused byreasons not attributable to and not under control of the Consultant, shall notattract the sanctions mentioned in Clause 4.3 above. If at any time duringperformance of the Contract, the Consultant encounters such conditionsimpeding timely completion of the work under the Contract and performanceof services, it shall immediately notify RLDA in writing of the fact of the delay,its likely duration and its causes. As soon as practicable, after receipt of theConsultant’s notice, RLDA shall evaluate the situation and may at itsdiscretion (which shall not be unjust/unreasonable) extend the Consultant’stime for performance, in which case the extension shall be ratified by theparties by amendment of the Contract.

4.5 Rates for extra work: Any extra work carried out by the Consultant on theinstructions of RLDA which is not included in the scope of Consultancy shallbe executed as per mandays rates agreed upon between RLDA and theConsultant before execution of such items. The rates payable for such itemsshall be decided by RLDA and the Consultant in as short a period as possibleafter the need for the extra item has come to notice. The manday rate ofpersonnel indicted in Bid Form -10 of RFP shall be guiding factor for the same.

5. Force Majeure

5.1 The Consultant shall not be liable for forfeiture of its performance security,liquidated damages or termination for default, to the extent that, delay inperformance or other failure to perform its obligations under the Contract isthe result of an event of Force Majeure.

5.2 If a Force Majeure situation arises, either party shall promptly notify theother party in writing of such conditions and the cause thereof. Unlessotherwise directed by the RLDA in writing, the Consultant shall continue toperform its obligations under the Contract as far as is reasonably practical,and shall seek all reasonable alternative means for performance notprevented by the Force Majeure event.

5.3 However, RLDA may terminate this Contract by giving a written notice ofminimum 7 days to the Consultant, if as a result of Force Majeure theConsultant is unable to perform a material portion of the services for a periodof more than 30 days. Material portion of the services for the purposes of thisclause is defined in terms of deliverable and time frames mentioned in ‘Termsof Reference’ of the RFP. Termination pursuant to this Clause will notprejudice any pre-existing claims which either party may have against theother party.

6. Consultancy Fee

6.1 In consideration of the performance of the Service, the RLDA agrees to pay tothe Consultant the sum of Rs[ ………… ] representing the Consultant’s fee as



per the stage-wise payment schedule specified in Clause 10 of TOR of the‘RFP’, subject to:

6.1.1 the Consultant delivers to RLDA the Report which meets the requirementsspecified in ‘TOR’ of the ‘RFP’ to the satisfaction of RLDA , and;

6.1.2 Receipt of an invoice from the Consultant at each stage, such invoice meetingthe requirements of Ministry of Finance for Service Tax purposes.

6.2 No invoice shall be submitted by the Consultant for payment (and ifsubmitted, the RLDA shall be under no obligation to pay such invoice) untilsuch time as the Report satisfies the requirements of ‘TOR’ of the RFP.

6.3 The fee shall exclude the amount of Service tax payable as per extantstipulations of Ministry of Finance.

7. Termination

7.1 Without prejudice to the succeeding provision of this clause, the Agreementshall stand terminated after the Consultant has rendered all the services tothe satisfaction of the RLDA and the same are accepted by RLDA.

7.2 The RLDA may, by giving notice in writing, immediately terminate thisAgreement if the Consultant or any of the Consultant’s personnel:

7.2.1 Breaches any of the terms of this Agreement which, in case of a breachcapable of being remedied, is not remedied by the Consultant within ten daysof receipt of a notice from RLDA specifying the breach and requiring itsremedy;

7.2.2 Having remedied the breach referred to in sub-paragraph 7.2.1 furtherbreaches the terms of the Agreement on two or more occasions;

7.2.3 Is incompetent, guilty of gross misconduct or any serious or persistentnegligence or serious or persistent default in the provision of the Services,including (but not limited to) the disclosure to any person not authorized byRLDA of any Confidential Information;

7.2.4 Commits any offence under the Prevention of Corruption Act 1988;

7.2.5 Fails or refuses to provide the Services required pursuant to the provision ofthis Agreement after written warning;

7.2.6 Is guilty of delay in commencement of services or delay in performance of itscontractual obligations.

7.3 RLDA may also terminate this Agreement in terms of Clause 5.3.

7.4 If in the opinion of the RLDA, Consultant becomes or is in jeopardy ofbecoming insolvent or bankrupt, or has a receiving order made against it, orcompounds with its creditors, or any of them RLDA shall be entitled toterminate this Agreement by notice to the Consultant. Consultant shallimmediately notify RLDA should it be in jeopardy of becoming insolvent,bankrupt or has a receiving order made against it or enters into acomposition with its creditors or any third party.

7.5 Any act on the part of the parties after termination of this Agreement by wayof communication, correspondence etc., shall not be construed as an



extension or revival of validity of this Agreement. In the event of earlytermination of this Agreement for any reason, the liability of the Parties shallbe restricted to the amounts that have become payable to the Parties till thedate of termination of the Agreement.

7.6 RLDA also reserves the right to short close the Agreement any time afterevaluation of Draft Report and/or Final Report. No compensation shall bepayable beyond the services payable as per Payment Schedule.

8. Amendment/Waiver

8.1 No amendment, modification or waiver of any provision of this Agreementshall in any event be effective unless the same has been made in writing andsigned by a duly authorized officer of each of the parties, and approved inwriting by other and any waiver or consent shall be effective only in thespecific instance and for the specified purpose for which it is given.

9. Liability of Consultant to the Client

9.1 The Consultant shall be liable to pay compensation to the Client arising out ofor in connection with the Agreement if a breach of Contract is establishedagainst him. The aggregate liability of the Consultant under this Agreement,or otherwise in connection with the services, in contract or tort, understatute or otherwise, shall in no event exceed the fees payable to theConsultant for its services.

10 Confidential Information

10.1 The Consultant agrees to treat all confidential information of RLDA as secretand confidential at all times.

10.2 The Consultant shall not, save for in situations falling under Clause 10.3below, at any time, for any reason, disclose or permit to be disclosed to anyperson any Confidential information and the Consultant shall not otherwisemake use of or permit any use to be made of any Confidential information byany person. The Consultant agrees that the confidential information will notbe disclosed by it or its personnel to third parties either during or after thetermination of this Agreement. The provisions of this Clause (i.e., Clause 10)shall survive the termination of this Agreement.

10.3 Without prejudice to Clauses 10.1 and 10.2 the Consultant may discloseconfidential information to only those of its personnel who need to know it inorder to provide the Service. However, in doing so the Consultant shall at alltimes ensure that its personnel involved in providing the Service, or whootherwise come across Confidential information in the course of their dutiesare made aware of the confidential nature of information and do not discloseit or otherwise breach the provisions of this section.

10.4 In the event any confidential information is disclosed by the Consultant orany of its personnel, RLDA will have the right to take action against theConsultant under the law as it may be advised for unauthorized disclosure ofconfidential information, notwithstanding any Agreement between theConsultant and its personnel.



10.5 On termination of this Agreement (however such termination may arise) theConsultant shall deliver to the RLDA all working papers, computer disks andtapes or other material and copies provided to the Consultant by RLDApursuant either to this Agreement or to any previous obligation owed to theRLDA regarding the Project.

11. Intellectual Property

11.1 The Consultant warrants that in providing the Services it shall not infringecopyright, patent, confidential information or any other intellectual propertyright of any third party and indemnifies the RLDA against any claim madeagainst it arising from any infringement of any intellectual property rightbelonging to any third party. In the event, the Consultant relies on or makeuse of any intellectual property right belonging to a third party, theConsultant would be solely responsible to negotiate and pay the royalty tothe third party and no such expenditure would be payable by the RLDA.

11.2 The copyright including the database rights in all the works produced duringthe course of or in consequence of providing the Services shall belong to theRLDA absolutely. RLDA will be the owner of the copyright in the worksproduced during the course of providing service. RLDA has the right to usethe same anywhere else, without paying extra compensation to theConsultant.

12. Disputes

12.1 Any disputes which may arise as to the terms of this contract will be dealtwith in accordance with the provision of clause 12.

12.2 If any dispute arises between the parties in relation to this contract, theneither party may request the other to participate in a meeting of theirrespective senior managers or any other authorized officer/representative, inorder to discuss the dispute and to agree to a strategy to resolve it. TheParties shall then liaise in good faith to arrange and implement the meetingwithin ten (10) working days and shall exchange statements at least three (3)clear working days prior to the date of the meeting, setting out theirrespective views of the issues, which are in dispute.

12.3 If notwithstanding any steps taken by the parties pursuant to paragraph 12.2,the dispute between them remains unresolved within one (1) month of thedate on which the dispute arose, then the matter will be referred to theBoard of Directors/Board of Members of the respective parties, setting outthe respective views on the issues and for the purpose of resolution of thedispute. If within fourteen (14) days, or such longer period as the parties mayagree, of such request they fail to meet or resolve the dispute then clause12.4 will apply.

12.4 If notwithstanding any steps taken by the parties pursuant to Clause 12.3, thedispute remains unresolved within the time period previously agreed, theneither party may serve notice on the other to require the dispute to bereferred to arbitration. The Arbitrator(s) shall be appointed by Vice-Chairmanof RLDA, from the panel of arbitrators of RLDA or otherwise, whose decisionshall be final and binding. The arbitration proceedings shall take place at



Delhi in accordance with the Arbitration and Conciliation Act 1996, as may beamended or re-enacted from time to time.

13. Status

13.1 Throughout the operation of this Agreement and upon termination theConsultant shall at all times have the status of a self-employed person and forthe avoidance of doubt neither the Consultant nor the employees, agents orservants shall acquire the status of employee of the RLDA and shall not beentitled to any pension, bonus or other benefit (other than the fee payableunder this Agreement) from the RLDA. The Consultant shall be and herebyundertake responsibility for all income tax liabilities or similar taxes and leviesin respect of its fees and the Consultant hereby indemnifies the RLDA inrespect of any claims that may be made by the relevant authorities againstthe RLDA in respect of income tax or similar contributions, taxes or leviesrelating to the Consultant’s services pursuant to this Agreement.

14. Set Off

14.1 Whenever under this contract any sum of money shall be either overpaid tothe Consultant by RLDA and therefore recoverable, or is otherwise payable bythe Consultant to RLDA, then the amount due may be deducted by RLDAfrom any sum then due or which at any time thereafter becomes due to theConsultant under this contract. The exercise by RLDA of its rights under thisprovision shall be without prejudice to any other rights or remedies which areavailable to RLDA at any time under the contract, or otherwise in law or inequity.

15. Notices

15.1 Any notices to be served by the parties under this contract shall (subject toany contrary provision of this contract) be served by registered post orcourier or facsimile transmission and any notice:-

15.1.1 to the RLDA shall be sent to Vice Chairman or to such otherperson/address as may from time to time be notified to theConsultant by the RLDA for the purposes of this paragraph;

15.1.2 to the Consultant, shall be addressed to the Consultant at thepremises, or to such other person/address as may from time to timebe notified to the RLDA by the Consultant for the purposes of thisparagraph.

15.2 If a notice is served by:

15.2.1 registered post or courier, it shall be deemed served on the secondworking day after posting;

15.2.2 facsimile transmission (FAX), shall be deemed served on the day of itstransmission if transmitted prior to 6.00pm, or if it is transmitted afterthis time on the day in question then it shall be deemed served on thenext working day;



15.2.3 either party may give notice to the other of change of address/telefaxnos for Service of Notices in accordance with the provisions of thisSection 15.

16. Governing Law

16.1 This Agreement shall be governed by and construed in accordance with thesubstantive laws of India.

17. Assignment

17.1 This Agreement is personal to the Consultant and any right or obligationarising under it may only be sub-contracted, assigned or otherwisetransferred with the prior consent in writing of the RLDA, except to theextent mentioned elsewhere in this Agreement, more specifically in the‘Instructions to Applicants’ of the ‘RFP’.

18. Conflict of interest

18.1 An Applicant shall not have a conflict of interest with regard to thisassignment. Any Applicant found to have such a conflict of interest shall bedisqualified.

18.2 RLDA requires that the Consultant provide professional, objective, andimpartial advice and at all times hold Authority’s interests paramount, avoidconflicts with other assignments or their own corporate interests, and actwithout any consideration for future work. The Consultant shall not accept orengage in any assignment that would be in conflict with its prior or currentobligations to other employers, or that may place it in a position of not beingable to carry out the assignment in the best interests of Authority.

18.3 Without limitation on the generality of the foregoing, the Consultants, andany of its associates shall be considered to have a conflict of interest and shallnot be selected under any of the circumstances set forth below:

(a) If there is a conflict among this and other consulting assignments ofthe Consultant (including its personnel and sub-consultants) and anysubsidiaries or entities controlled by such Consultant. The duties ofthe Consultant depend on the circumstances of each case. Whileproviding consultancy services to Authority for this particularassignment, the Consultant shall not take up any assignment that byits nature will result in conflict with the present assignment.

(b) A firm which has been engaged by Authority to provide goods orworks for a project, and any of its affiliates, will be disqualified fromproviding consulting services for the same Project. Conversely, a firmhired to provide consulting services for the preparation ofimplementation of a project, and any of its affiliates, will bedisqualified from subsequently, providing goods or works or servicesrelated to the same project.

(c) An Applicant eventually appointed to provide Consultancy for thisproject, as well as any of its affiliates, shall be disqualified fromsubsequently providing goods or works or services related to the



construction and execution of the same project (other than acontinuation of the firm’s earlier consulting services).

19. Entire Agreement

19.1 This Agreement together with the Schedules and Annexures attachedthereto, as mentioned, constitutes the entire agreement of the parties inrelation to its subject matter and supersedes any other agreementunderstanding or representation whether written or oral between the partiesregarding it.

20. Severability

20.1 If any provision of this Agreement is held illegal or unenforceable by anycourt or other authority of competent jurisdiction, such provision shall bedeemed severable from the remaining provisions of this Agreement and shallnot affect or impair the validity or enforceability of the remaining provision ofthis Agreement.

21. Consultant’s work on the Consultancy to be the property of RLDA Alldeliverables (including the basis for various worksheets in soft form/anysoftware) shall become the property of RLDA and shall be used by RLDA asdeemed fit. Soft copies of deliverables shall also be furnished as required byRLDA.

22. Waiver

22.1 Any failure on the part of any party hereto to comply with any of itsobligations, agreements or conditions hereunder may be waived in writing bythe other party to whom such compliance is owed. In absence of such writtenwaiver, no forbearance or other failure to insist on prompt compliance withany obligation, agreements or conditions hereunder shall be deemed toconstitute a waiver of the rights of the party to whom compliance is owed.

AS WITNESS the signatures on behalf of the parties hereto

Signed on behalf of the

Rail Land Development Authority (RLDA)

Authorised signatory

On this-------- day of ------- 2015

Signed by the Consultant ( )



On this---------- day of ------- 2015

In the presence of:

Witness signature

1. Witness name

Address

Occupation

Witness Signature

2. Witness name

Address

Occupation

*************



Annexure-1

Terms of Reference

(Part-II to be Reproduced)



Annexure-2

Payment Schedule

(Clause 10 of Part II, TOR, to be reproduced)

**********

All Forms of RFP submitted by the Consultant as part of tender to be partof the Annexures to the Agreement

******



Annexure-3

Bank Guarantee for Performance Security

(Photo copy of BG submitted by the firm to be attached)

BANK GUARANTEE FOR PERFORMANCE SECURITY-FORMAT

To

The Vice-Chairman

Railway Land Development Authority,

Next to Safdarjung Railway Station,

Moti Bagh – I,


In consideration of “Railway Land Development Authority (RLDA)”(hereinafter referred as the “Client”, which expression shall, unless repugnant to thecontext or meaning thereof include its successors, administrators and permittedassigns) having awarded to M/s……………………………………………..having its office at………………………….(Hereinafter referred to as the “Consultant” which expression shallrepugnant to the context or meaning thereof, include its successors, administrators,executors and assigns), a contract by issue of client’s Contract Agreement no. /Letter of Acceptance No………………dated…………and the same having beenunequivocally accepted by the Consultant, resulting in a Contract valued at Rs.………/- (Rupees……………………….) excluding service tax for “Consultancy Servicespertaining to _____________________________ “(Hereinafter called the“Contract”), and the Consultant having agreed to furnish a Bank Guarantee to theClient as “Performance Security as stipulated by the Client in the said contract forperformance of the above Contract amounting to Rs. ……………………/-(Rupees………………………..)

We, ………………………having registered office at……………………., a bodyregistered/constituted under the…………………………………(hereinafter referred to asthe Bank), which expression shall, unless repugnant to the context or meaningthereof, include its successors, administrators, executors and assigns do herebyguarantee and undertake forthwith pay to the Client, in full, without any deductions,set-off or counterclaim whatsoever to pay the client immediately on first demandany or, the sum claimed by the Client which shall not exceed Rs………………/-(Rupees……………………………….) as aforesaid at any time up to …………………without anydemur, reservation, contest, recourse or protest and / or without any reference to orenquiry from the Consultant. Any such demand made by the client on the bank shallbe conclusive and binding notwithstanding any difference between the Client andthe Consultant or any dispute pending before any Court, Tribunal, Arbitrator or any



other authority. We agree that the Guarantee herein contained shall be irrevocableand shall continue to be enforceable till the Client discharges this guarantee.

The Client shall have the fullest liberty without affecting in any way the liability ofthe Bank under this Guarantee, from time to time to vary or to extend the time forperformance of the contract by the Consultant. The Client shall have the fullestliberty without affecting this guarantee, to postpone from time to time the exerciseof any powers vested in them or of any right which they might have against theConsultant and to exercise the same at any time in any manner, and either toenforce or to forbear to enforce any covenants, contained or implied, in the Contractbetween the Client and the Consultant any other course or remedy or securityavailable to the Client. The bank shall not be relieved of its obligations under thesepresents by any exercise by the Client of its liberty with reference to the mattersaforesaid or any of them or by reason of any other act or forbearance or other actsof omission or commission on the part of the Client or any other indulgence shownby the Client or by any other matter or thing whatsoever which under law would butfor this provision have the effect of relieving the Bank.

The Bank also agrees that the Client at its option shall be entitled to enforce thisGuarantee against the Bank as a principal debtor, in the first instance withoutproceeding against the Consultant and notwithstanding any security or otherguarantee that the Client may have in relation to the Consultant’s liabilities.

The Client shall be entitled to make unlimited number of demands under this BankGuarantee, provided that the aggregate of all sums paid shall not exceed theguaranteed amount.

The Bank shall make the payment hereunder against the receipt of a demandwithout any proof for document, notwithstanding any dispute by the Consultant,and such a demand shall be a conclusive evidence of the Banks liability to pay theClient.

The Bank Guarantee shall be continuing irrevocable obligation.

Any waivers, extensions of time or other forbearance given or variations requiredunder the Contract or any invalidity, unenforceability or illegality of the whole or anypart of the Contract or rights, of any Party thereto, or amendment or othermodification of the Contract, or any other fact, circumstance, provision of statue oflaw which might, entitle the Bank to be released in whole or in part from itsundertaking, were its liability to be secondly and not primary, shall not in any wayrelease the Bank from its obligations under this Bank Guarantee.

Any demands, shall be deemed to have been duly served: if delivered by hand, whenleft at the property address for service; and if given or made by pre-paid registeredpost or facsimile transmission, when received.

This Bank Guarantee shall be governed by and construed in accordance with the lawsof the Republic of India and the parties to this Bank Guarantee hereby submit to thejurisdiction of the Courts of……………….for the purposes of settling any disputes ordifferences which may arise out of or in connection with this Bank Guarantee, andfor the purposes of enforcement under this Bank Guarantee.

Notwithstanding anything contained herein,



a) Our liability under this Bank Guarantee is limited to Rs…………/-(Rupees…………………………………) and it shall remain in force up to andincluding ……………………and shall be extended from time to time forsuch period as may be desired by M/s………………………., on whosebehalf this guarantee has been given

b) This Bank Guarantee shall be valid up to …………………………

c) We are liable to pay the guaranteed amount or any part thereofunder this Bank Guarantee only and only if you serve upon us awritten claim or demand on or before ……………………………(date ofexpiry of Guarantee).

Signature of the Authorised Official)

(Name & Designation with Bank Stamp)

NOTE:

(i) The bank guarantee(s) contains the name, designation and codenumber of the officer(s) signing the guarantee(s).

(ii) The address, telephone no. and other details of the Head Office of theBank as well as of issuing branch should be mentioned on the coveringletter of issuing Branch.

(iii) The bank guarantee for `10,000 and above is signed by at least twoofficials (or as per the norms prescribed by the RBI in this regard).

*****



Annexure – 4

Draft Technical and Financial eligibility Criteria for Submission ofProposals by Interested Parties [Project Proponents and/orChallenger(s)]

1.0 Conditions of Eligibility of Bidders.

1.1 Technical Capacity : For demonstrating technical capacity and experience(the “Technical Capacity”), the Applicant shall, over the preceding ___financial years and current year up to the Application Due Date, have :-

i. Paid for, or received payments for, construction of Eligible Project(s);and/or

ii. Paid for development of Eligible Project(s) in Category 1 and/orCategory 2 specified in Clause 1.3 and/or

iii. Collected and appropriated revenues from Eligible Project(s) inCategory land/ or Category 2 specified in Clause 1.3,such that the sumtotal of the above, as further adjusted in accordance with Clause 1.8, ismore than Rs._____ (the ‘Threshold Technical Capability”).

Provided that at least one fourth of the Threshold Technical Capabilityshall be from the Eligible Projects in Category 1 and /or Category 3 specifiedin Clause 1.3.

1.2 Financial Capacity : The Applicant shall have a minimum Net Worth (the“Financial Capacity”) of `._____ at the close of the preceding financial year.

In case of a Consortium, the combined technical capacity and net worthof those Members, who have and shall continue to have an equity share of atleast 26% (twenty six per cent) each in the SPC, should satisfy the aboveconditions of eligibility; provided that each such Member shall, for a period of___ years from the date of commercial operation of the Project, hold equityshare capital not less than 26% (twenty six per cent) of the subscribed andpaid up equity of the SPC.

Technical Capacity for purposes of evaluation

1.3 Subject to the provisions of Clause 1.1, the following categories of experiencewould qualify as Technical Capacity and eligible experience (the “EligibleExperience”) in relation to eligible projects as stipulated in Clauses 1.5 and1.6 (the “Eligible Projects”):

Category 1: Project experience on Eligible Projects in the field ofPassenger Transportation such as Railway Stations, Airports, Ports, BusTerminals/stations, Metro Stations, Mono Rail Stations etc. that qualifyunder Clause 1.5.



Category 2: Project experience on Eligible Projects in core sectorthat qualify under Clause 1.5.

Category 3: Construction experience on eligible Projects in the fieldof Passenger Transportation such as Railway Stations, Aiprots, Ports,Bus Terminals/Stations, Metro Stations etc. that qualify under Clause1.6.

Category 4 : Construction experience on eligible Projects in coresector that qualify under Clause 1.6.

(i) Core Sector would be deemed to include railway (other than railwaystations), roads and highways, power, telecom, metro rail (other thanmetro stations), industrial parks/estates, logistics parks, pipelines,irrigation, water supply, sewerage, sports stadiums/complexes andreal estate developments including commercial and institutionalcomplexes.

(ii) Passenger Transportation projects would be deemed to include areafor passenger amenities such as passenger waiting areas, platforms,circulation areas, arrival and departure areas etc.

1.4 Eligible Experience in respect of each category shall be measured only foreligible Projects.

1.5 For a period to qualify as an Eligible Project under Categories 1 and 2 :

(a) It should have been undertaken as a PPP project on BOT, BOLT, BOO,BOOT or other similar basis for providing its output or services to apublic sector entity or for providing non-discriminatory access to usersin pursuance of its charter, concession or contract, as the case maybe;.

(b) The entity claiming experience should have held, in the companyowing the Eligible Project, a minimum of 26% (twenty six per cent)equity during the entire year for which Eligible Experience is beingclaimed;

(c) The capital cost of the project should be more than ` _____ Crore(Rupees _____ Crores only); and

(d) The entity claiming experience shall, during the preceding ____financial years and current year up to the Application due Date, have:-

(i) paid for development of the project (excluding the cost ofland), and/or

(ii) collected and appropriated the revenues from users availing ofnon-discriminatory access to or use of fixed project assets, such asrevenues from highways, airports, ports and railway infrastructure,but shall not include revenues from sale or provision of goods orservices such as electricity, gas petroleum productstelecommunication or fare/freight revenues and other incomes of thecompany owning the Project.



1.6 For project to qualify as an eligible Project under Categories 3 and 4, theApplicant should have paid for execution of its construction works or receivedpayments from its client(s) for contruction works executed, fully orpartially,during the preceding ____ financial years and current year up to theApplication Due Date, and only the payments (gross) actually made orreceived, as the case may be, during ____ financial years shall qualify forpurposes of computing the Experience Score. However, payments/receiptsfor Eligible Projects. For the avoidance of doubt, construction works shall notinclude supply of goods or equipment except when such goods or equipmentform part of a turn-key construction contract/EPC contract for the project.Further, the cost of land shall not be included hereunder.

1.7 The Applicant shall quote experience in respect of a particular Eligible Projectunder any one category only, even though the Applicant (either individuallyor along with a member of the consortium) may have played multiple roles inthe cited project. Double counting for a particular Eligible Project shall not bepermitted in any form.

1.8 Applicant’s experience shall be measured and stated in terms of a score (the“Experience Score”). The Experience Score for an Eligible Project in a givencategory would be the eligible payments and/or receipts specified in Clause1.1, divided by one crore and then multiplied by the applicable factor in Tablebelow. In case the Applicant has experience across different categories, thescore for each category would be computed as above and then aggregated toarrive at its Experience Score.

Factors for Experience across categories

Category Factor

Category 1 1.25

Category 2 1.00

Category 3 0.75

Category 4 0.50

*****