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“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 1

Services For Monetization of Mountain Railway Projects of Indian Railways”


RFP No.: RLDA/RFP/CT-08 of 2021 of 61

Rail Land Development Authority


(A Statutory authority under Ministry of Railways, Govt. of India)

RFP No. RLDA/RFP/CT-08 of 2021

REQUEST FOR PROPOSAL (QCBS basis) THROUGH E-TENDERING MODE ONLY


FOR
“ENGAGEMENT OF TRANSACTION CONSULTANT FOR PROVIDING TRANSACTION
ADVISORY SERVICES FOR MONETIZATION OF MOUNTAIN RAILWAY PROJECTS OF
INDIAN RAILWAYS”
S.N. Event Description and details Date(s)

1. RFP No. RLDA/RFP/CT-08 of 2021

Name of the work “Appointment of Transaction Consultant for


2. Providing Transaction Advisory Services For
Mountain Railway Project”
3. Bid Security Declaration As per the format provided at RFP Form 8
4. Time for completion of work 12 (Twelve) Months from the LoA
5 Brief Scope of Work As per TOR
Rs. 11,200/- (Rupees Eleven Thousand Two
6. Non-refundable cost of e tender
Hundred only) (including GST @12%) to be paid only
/ Bid document
online
Commencement of downloading
7. 04.05.2021 from 18:00 Hrs.
of RFP Document
Last date of downloading of RFP
8. 18.05.2021 up to 14:00 Hrs.
Document
last date of submission of e-bid
9. 18.05.2021 up to 15:00 Hrs.
(“Bid Due Date”)
Opening of e-bids (Technical
10. 18.05.2021 at 15:30 Hrs
Proposal)
90 (Ninety) days of Bid Due Date including the
11. Validity of Bid
extension(s) given, if any
(1) Bidders have to download the Bid documents from the e-procurement portal i.e.
www.tenderwizard.com/RLDA (E- tendering Portal) after registering themselves on
portal and submit e-bids after payment of Bid Processing Fee & Bid Document Fee
before last date & time of downloading the e-bids online or may download from RLDA
website www.rlda.indianrailways.gov.in

(2) All Bidders are advised to see Amendments to RFP, if any, before submission of the
e-bids. In case the Bidder does not submit the amended bids/amendments, it shall be
presumed that Bidder has seen the amendments/Amended bids and e-bid shall be
evaluated accordingly. The decision of RLDA shall be final and binding in this regard.

(3) In case schedule date of submission / tender opening date are declared as holiday
then tender will be submitted/ opened on the very next working day on earlier
schedule time.

May 04, 2021


Office of the Vice Chairman
Rail Land Development Authority
Unit No. 702-B, 7th Floor, Konnectus Tower- II,
DMRC Building, Bhavbhuti Marg, New Delhi-110002

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 2
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

DISCLAIMER
The information contained in this Request for Proposal document (“RFP”) or subsequently
provided to Bidders, whether verbally or in documentary or any other form by or on behalf of
RLDA or any of their employees or advisers, is provided to Bidders on the terms 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 the prospective
Bidders or any other person. The purpose of this RFP is to provide interested parties with
information that may be useful to them in the formulation of their Applications pursuant to this
RFP. This RFP includes statements, which reflect various assumptions and assessments
arrived at by RLDA in relation to the Consultancy. Such assumptions, assessments and
statements do not purport to contain all the information that each Bidder may require. This RFP
may not be appropriate for all persons, and it is not possible for the RLDA, its employees or
advisers to consider the objectives, technical expertise 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 Bidder should, therefore,
conduct its own investigations and analysis and should check the accuracy, adequacy,
correctness, reliability and completeness of the assumptions, assessments and information
contained in this RFP and obtain independent advice from appropriate sources.
Information provided in this RFP to the Bidders is on a wide range of matters, some of which
depends upon interpretation of law. This information given is not an exhaustive account of
statutory requirements and should not be regarded as a complete or authoritative statement of
law. RLDA accepts no responsibility for the accuracy or otherwise for any interpretation or
opinion on the law expressed herein.

RLDA, its employees and advisers make no representation or warranty and shall have no liability
to any person including any Bidder under any law, statute, rules or regulations or 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 anything contained in this RFP or
otherwise, including the accuracy, adequacy, correctness, reliability or completeness of the RFP
and any assessment, assumption, statement or information contained therein or deemed to form
part of this RFP or arising in any way in this Selection Process.
RLDA also accepts no liability of any nature whether resulting from negligence or otherwise
however caused arising from reliance of any Bidder upon the statements contained in this 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 in this RFP.
The issue of this RFP does not imply that RLDA is bound to select a Bidder or to appoint the
Selected Bidder, as the case may be, for the Consultancy and RLDA reserves the right to reject
all or any of the proposals/bids without assigning any reasons.

The Bidder shall bear all its costs associated with or relating to the preparation and submission
of its proposal/bid including but not limited to preparation, copying, postage, delivery fees,
expenses associated with any demonstrations or presentations which may be required by RLDA
or any other costs incurred in connection with or relating to its proposal/bid. All such costs and
expenses will remain with the Bidder and RLDA shall not be liable in any manner whatsoever
for the same or for any other costs or other expenses incurred by an Bidder in preparation or
submission of the proposal/bid, regardless of the conduct or outcome of the Selection Process.

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 3
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

INDEX

S. No. Page
Contents
No.
Instructions for online Bid Submission/e-tendering
1 procedure/Guidelines Accessing/ Purchasing of Tender 4-6
Documents

2 Part-I: Instructions to Bidders (ITB) 7-20

3 Part-II: Terms of Reference (TOR) 21-30

4 Part-III: Application & Proposal Forms 31-43

5 Part-IV: Format for Consultancy Agreement 44 -61

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 4
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

Instructions for online Bid Submission/e-tendering procedure/Guidelines


Accessing/ Purchasing of Tender Documents
a) The complete Tender Document can be viewed/downloaded (for view purpose only
and not for participating in the bidding) on free view tab of the E-tendering Portal
free of cost or link on Tender section of RLDA website:
www.rlda.indianrailways.gov.in (“RLDA Website”).
b) A Vendor‟s Manual containing the detailed guidelines for e-tendering system is also
available on E-tendering Portal of RLDA.
c) It is mandatory for all the Bidders to have class-III Digital Signature Certificate from
any of the licensed Certifying Agency (Bidders can see the list of licensed Certifying
Agencies from the link www.cca.gov.in) to participate in e-tendering of RLDA.
d) It is mandatory for the Bidders to get their firm/company etc. registered with e-
tendering portal of RLDA, i.e. www.tenderwizard.com/RLDA to have user ID and
password by submitting a non-refundable annual Registration charges of Rs.
2,500/- (Rupees Two Thousand Five Hundred Only) plus applicable taxes to be
paid online using the e-payment gateway to ITI Limited through the portal address
mentioned above.
Above charges can be paid online using the e-payment gateway to ITI Limited. The
registration so obtained by the prospective Bidder shall be valid for one year from
the date of its issue and shall be subsequently renewed on payment of charges
applicable at that time.
(i) Participant shall safely keep their User ID and password, which will be issued by
the service provider i.e. ITI Ltd. upon registration, and which is necessary for e-
tendering.
(ii) Bidders are advised to change the password immediately on receipt of activation
mail in their own interest.
(iii) Bidders shall not disclose their User ID as well as password and other material
information relating to the e-tendering to any one and safeguard its secrecy.
e) Bid documents shall be available online on the E-Tendering Portal of RLDA or RLDA
Website from which can be downloaded till the due date and time of downloading of
e-tendering as per schedule of e-tendering process mentioned in Clause 2.6 of Part-
I [Instructions to Bidder (ITB)].
f) (i) For downloading of Bid Documents, Bidder shall submit a non-refundable Bid
processing fee of Rs. 2,000/- (Rupees Two Thousand only) plus all applicable
taxes, towards e-bidding processing fee to be paid only online using the e-
payment gateway to ITI Limited through the portal address mentioned above before
due date & time of downloadingof e-bid.
(ii) The Bidder shall have to pay a Bid document fee of Rs. 10,000/- plus
applicable GST 12% i.e. total of Rs 11,200/- (Rupees Eleven Thousand Two
Hundred only) through online portal i.e. www.tenderwizard.com/RLDA. The Bid
Document fee is non-refundable/ non-transferable. The cost of Bid Documents has
to be submitted online before due date and time of downloading of e-bid.

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 5
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

g) Validity of Bidder‟s Registration on the e- tender portal of RLDA


Bidders may note the following:-
(i)It shall be the sole responsibility of the Bidder(s) to keep the registration valid
up to the original/extended date of submission of bids.
(ii) Bids can be submitted only during the validity of their registration.
h) RLDA may issue addendum(s)/corrigendum(s) related to the Bid documents. In
such cases, the addendum(s)/corrigendum(s) shall be issued and placed on E-
tendering Portal www.tenderwizard.com/RLDA at any time before the closing time
of Bid. The Bidders who have downloaded the Bid documents from e-portal must
visit the RLDA‟s e-tendering portal and ensure that such addendum(s)/
corrigendum(s) (if any) is also downloaded by them. This shall be the responsibility
of the prospective registered bidders to check the web site for any such
corrigendum/addendum till the time of closing of Bid and ensure that bid submitted
by them are in accordance with all the corrigendum(s)/ addendums.
i) The documents available under Free View Section on the E-Tendering Portal may
be downloaded for the purpose of viewing only. Bidders may please note that
downloading from free view section shall not tantamount to purchase of Bid
Document. The purchase of Bid Documents for submission/uploading shall be
available only after payment of respective fees under the appropriate section on the
E-Tendering Portal after logging in. Kind attention of the Bidders is hereby invited to
the e-bidding schedule {Para-2.8 of Part-I (ITB)} which clearly mentions the date
and time of downloading of e-Bid Document which is one hour before the Bid Due
Date.
j) Bidders cannot download and submit the bid after the due date and time of e-bid
downloading/Bid Due Date {refer clause 2.8 of Part-I (ITB)}. Time being displayed
on e-tendering portal of RLDA (“Standard Time”) shall be final and binding on the
Bidder. E-Bids are required to be submitted by the Bidders, only as per the Indian
Standard Time (IST) and not the time as per their location/country.
MODIFICATION/SUBSTITUTION/WITHDRAWAL OF APPLICATIONS/BIDS:
In the event of modification/substitution/withdrawal of the Application/Bid, the Bidder
may modify, substitute or withdraw the documents of its Application/Bid after submission
prior to the Bid Submission due date and time {refer Clause 2.6 of Part-I (ITB)}.
k) For withdrawal of the documents of the Application/Bid, the Bidder will have to click
on withdrawal icon at E-tendering Portal and can withdraw its Application.
However, it may be noted that once the bid has been withdrawn, the bidder cannot
participate again for the same e-bid. The Bidder may modify or substitute the Bid
documents after submission, provided that the Bidder update the old documents
submitted in the electronic form from the tender Wizard (e-tendering portal) and also
upload the modified or substituted documents.
NOTE: Do not withdraw your Bid/Proposal in case of any
modification/substitution of application/Bid. Withdrawal shall not
allow further participation/modification/ substitution of
applications/Bids.
l) The Bidders are advised to submit their e-bids online well before the Bid Due
Date and time. RLDA/ M/s ITI LIMITED shall not be responsible for any delay
in submission of e-bids/Proposals for any reason whatsoever. No other mode

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 6
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

of Bid submission is acceptable. Detailed credentials as per the requirement


of eligibility criteria and all Bid papers are to be submitted online.
m) The complete Bid/Proposal shall be digitally signed by the Authorized Signatory of
the Bidder and submitted “online” and Bid Sheets should be filled and submitted
“online” only. Scanned copies of various documents can be prepared in different
file format (PDF, JPEG). Bidders can upload a single file of size 5 MB only but they
can upload multiple files.
Submission of e-bids: The e-bids shall be submitted in Single cover i.e. RFP Bid
Form No. 1 to 8 (as applicable) is to be uploaded online with digital signature on
E-tendering Portal (www.tenderwizard.com/RLDA). Detailed credentials as per the
requirement of eligibility criteria are to be uploaded online with digital signature
on E-tendering Portal (www.tenderwizard.com/RLDA).

(I) The Bid Security Declaration shall be submitted as per Form No. 8.
(II) The cost of bid documents has to be paid only online before due date & time of
downloading of e-bid document as per clause 4 of Part - I (ITB).

e-Tendering Registration Help 011-49424365 twhelpdesk680@gmail.com


Registration Desk
Queries
DSC Queries Help Desk 011-49424365 twhelpdesk377@gmail.com
For e-Tendering Mr. Suraj Singh 011-49424365 suraj@etenderwizard.com
Queries Mob:
9599653865
Note:-

1. The Bidder /Authorized representative shall submit E-bids online on the E-


tendering Portal with his digital signature and the same person who has
digitally signed e-bids shall sign above mentioned requisite Bid Forms.

* * * * * * *

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 7
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

PART: I
INSTRUCTIONS TO BIDDERS (ITB)
REQUEST FOR PROPOSAL
For
ENGAGEMENT OF TRANSACTION CONSULTANT FOR PROVIDING TRANSACTION
ADVISORY SERVICES FOR MONETIZATION OF MOUNTAIN RAILWAY PROJECTS OF INDIAN
RAILWAYS.

RFP No. RLDA/RFP/08 of 2021

1 General
1.1 Indian Railways is one of the biggest landowners in the country. While majority of
the land of around 4.3 lakh hectares is under use for Railway operations including
tracks, station and yard structures, around 43,000 hectares lie vacant and unutilized.
1.2 For development of the surplus land for commercial development, RLDA (a statutory
authority) was constituted in November 2006 by an amendment to the Railway Act
1989 as a separate entity under the Ministry of Railways to undertake all tasks
related to property development on railway land under the control of the Ministry of
Railways. Further, RLDA is entrusted with responsibility of Development of Railway
Stations and its colonies.
1.3 RLDA has been entrusted Mountain Railway Projects viz Darjeeling Himalayan
Railway (DHR), Nilgiri Railways (NMR), Kalka-Shimla Railway and Neral-Matheran
Railway vide Railway Board letter No.2019/LMB-I/4/2 dated 15.09.2020.

1.4 PROJECT BRIEF:


(i) Darjeeling Hill Railways project an UNESCO world heritage site having length
of 88 km comprising rail system, station building, adjoining land parcels and/or
any monetizable assets associated with this Darjeeling mountain railway project
excluding tracks, subgrades and signalling (hereinafter referred to as the
“Mountain Railway Project”) has been identified for development/ operation
on Conserve – Built - Operate – Transfer framework through Private
participation. Darjeeling Hill Railway Project is to be operated using state of art
technology for giving better passenger amenities and maximize the revenue.
The project is in the jurisdiction of Northeast Frontier Railway.
(ii) Kalka-Shimla Railways project an UNESCO world heritage site having length
of 96.6 km comprising rail system, station building, adjoining land parcels and/or
any monetizable assets associated with this Kalka - Shimla mountain railway
project excluding tracks, subgrades and signalling (hereinafter referred to as
the “Mountain Railway Project”) has been identified for development/
operation on Conserve- Built- Operate – Transfer framework through Private
participation. The project is in jurisdiction of Northern Railway.
(i) Nilgiri Railways project an UNESCO world heritage site having length of 45.88
km comprising rail system, station building, adjoining land parcels and/or any
monetizable assets associated with this Nilgiri Mountain Railway project
excluding tracks, subgrades and signalling (hereinafter referred to as the
“Mountain Railway Project”) has been identified for development/ operation

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 8
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

on Conserve- Built- Operate – Transfer framework through Private participation.


The project is in jurisdiction of Southern Railway.
(ii) Neral-Matheran Railways project having length of 20.8 km comprising rail
system, station building, adjoining land parcels and/or any monetizable assets
associated with this Neral – Matheran Light Railway (MLR) mountain railway
project excluding tracks, subgrades and signalling (hereinafter referred to as
the “Mountain Railway Project”) (hereinafter referred to as the “Project”) has
been identified for development/ operation on Conserve- Built- Operate –
Transfer framework through Private participation. The project is in jurisdiction of
Central Railway.
1.5 RLDA invites proposals (the “Proposals/Bids”) as Special Limited Tender (Single
Stage-Two Packet bid system) from amongst the interested consultancy firms
registered / empaneled with Invest India, National Investment Promotion &
Facilitation Agency for Tier-II category and/or Department of Investment and Public
Assets Management (DIPAM) for monetizing land & properties of
SPSEs/PSUs/Other Govt. organizations (combined list is available in Clause 2.1 of
ITB), on prescribed forms and annexure in this RFP for “Engagement of
Transaction Consultant („Transaction Consultant‟ or „Consultant‟) for
providing transaction advisory services for monetization of Mountain
Railway Project of Indian Railways”.
1.5.1 In brief the scope of work of the Consultant to include approaching the right agency
for redevelopment through various methods including road shows, real estate study,
data collection including land records, estimating revenue earning potential, review
of bidders‟ financial models, financial viability, project implementation strategy,
maintenance strategy of the whole redevelopment, and bid process management till
signing of Concession Agreement. The Consultant shall undertake tasks as
mentioned in Part- II Terms of Reference.
1.5.2 Bidders/Applicants are advised to use RFP Form 3 for submission of Financial Bid

1.6 Bidder(s)/Bidder(s) mean an entity empaneled/ registered with Invest India,


National Investment Promotion & Facilitation Agency for Tier-II category and/or
Department of Investment and Public Assets Management (DIPAM) for monetizing
land & properties of SPSEs/PSUs/Other Govt. organizations (combined list
available in Clause 2.1 of ITB) that will provide the transaction advisory services to
the RLDA under the contract. Such bidder shall mean and include its/ their
authorized representatives, successors and permitted assigns.
(a) The Bidder shall submit a true copy of its incorporation Certificate or equivalent,
(b) The Bidder must have a valid Goods & Service Tax (GST) registration.
(c) The Bidder should not have been blacklisted/debarred/termination of contract
except for reasons of convenience of Client by any Government/Public
Company/PSUs/Authority in the last 5 (five) years.
(d) Consortium/JV is not allowed.

1.7 The Selected Bidder/Applicant shall not be allowed to sub-contract works to any
contractor including any contractor from a country which shares a land border with
India unless such contractoris registered with the Competent Authority as provided in
the Order (Public Procurement No. 1) dated 23rd July 2020 issued by the Ministry of
Finance, Department of Expenditure Public Procurement Division. It is however
clarified that,

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 9
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

as mentioned in Annex 2 of the aforesaid Order, the restriction contained in this


Clause 1.7 will not apply in respect of those countries (even if sharing a land border
with India) to which the Government of India has extended lines of credit or in which
the Government of India is engaged in development projects. (The updated lists of
countries to which lines of credit have been extended or in which development
projects are undertaken are given in the website of the Ministry of External Affairs).

"Competent Authority" for the purpose of this Clause 1.7 means the Authority defined
in Annex 1 of the Order (Public Procurement No. 1) dated 23rd July 2020 issued by
the Ministry of Finance, Department of Expenditure Public Procurement Division.

"Bidder from a country which shares a land border with India" for the purpose of this
Clause 1.7 means: -

(i) An entity incorporated, established or registered in such a country; or

(ii) A subsidiary of an entity incorporated, established or registered in such a country,


or

(iii) An entity substantially controlled through entities incorporated, established or


registered in such a country; or

(iv) An entity whose beneficial owner is situated in such a country; or

(v) An Indian (or other) agent of such an entity; “agent” for the purposes of this RFP
shall mean a person employed to do any act for another, or to represent another
in dealings with third person; or

(vi) A natural person who is a citizen of such a country, or

1.7.1 The “beneficial owner” for the purpose of (iv) above will be as under:

(i) In case of a company or Limited Liability Partnership, the beneficial owner is the
natural person(s), who, whether acting alone or together, or through one or more
juridical person, has a controlling ownership interest or who exercises control
through other means.
Explanation –

(a) "Controlling ownership interest" means ownership of or entitlement to more


than twenty-five per cent. of shares or capital or profits of the company,

(b) "Control" shall include the right to appoint majority of the directors or to control
the management or policy decisions including by virtue of their shareholding
or management rights or shareholders agreements or voting agreements,

(ii) In case of a partnership firm, the beneficial owner is the natural person(s) who,
whether acting alone or together, or through one or more juridical person, has
ownership of entitlement to more than fifteen percent of capital or profits of the
partnership.
(iii) In case of an unincorporated association or body of individuals, the beneficial
owner is the natural person(s), who, whether acting alone or together, or
through one or more juridical person, has ownership of or entitlement to more

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 10
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

than fifteen percent of the property or capital or profits of such association or


body of individuals.
(iv) Where no natural person is identified under (1) or (2) or (3) above, the beneficial
owner is the relevant natural person who holds the position of senior managing
official.
(v) In case of a trust, the identification of beneficial owner(s) shall include
identification of the author of the trust, the trustee, the beneficiaries with fifteen
percent or more interest in the trust and any other natural person exercising
ultimate effective control over the trust through a chain of control or ownership.

1.8 This RFP comprises Disclaimer set forth hereinabove, the contents as listed below
and will additionally include any Addendum / Amendment issued in accordance with
Sub-Clause (h) of Instructions for online Bid Submission/e-tendering
procedure/Guidelines.
Part-I: Instructions to Bidders (ITB)
Part-II: Terms of Reference (TOR)
Part-III: Application and proposal Forms (APF)
Part-IV: Format for Consultancy Agreement

1.9 The Bidders (also called Applicants) are encouraged to inform themselves fully about
the assignment and the local conditions of all the four Mountain Railways mentioned
in Clause 1.4 above before submitting the Proposal by visiting RLDA office and the
Project sites, sending written queries to the Authority, and attending a Pre-Proposal
Conference(s) on the date and time specified in Clause 2.8. Please note that no cost
of any such visit is reimbursable by RLDA.

1.10 Detailed description of the Scope of Services, Deliverables, Key Personnel and
other requirements related with this Consultancy are prescribed in the Part-II
„TOR‟.

1.11 Acknowledgement by Applicant/Bidder

1.11.1 It shall be deemed that by submitting the Proposal, the Bidder/Applicant has:
(a) made a complete and careful examination of the RFP;
(b) received all relevant information requested from the Authority;
(c) acknowledged and accepted the risk of inadequacy, error or mistake in the
information provided in the RFP or furnished by or on behalf of The Authority
or relating to any of the matters referred to in the RFP.
(d) satisfied itself about all matters, things and information, including matters
referred to in the RFP, necessary and required for submitting an informed
Application and performance of all of its obligations there under;
(e) acknowledged that it does not have a Conflict of Interest; and
(f) agreed to be bound by the undertaking provided by it under and in terms
hereof.

1.11.2 The Authority shall not be liable for any omission, mistake or error on the part of the
Bidder in respect of any of the above or on account of any matter or thing arising out
of or concerning or relating to RFP or the Selection Process, including any error or
mistake therein or in any information or data given by RLDA.

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 19
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

1.12 Right to reject any or all Proposals:

1.12.1 Notwithstanding anything contained in this RFP, RLDA reserves the right to accept
or reject any Proposal and to annul the Selection Process and reject all Proposals,
at any time without any liability or any obligation for such acceptance, rejection or
annulment, and without assigning any reasons thereof.

1.12.2 Without prejudice to the generality of this Clause 1.12.2, RLDA reserves the right to
reject any Proposal if:

(a) at any time, a material misrepresentation is made or discovered, or


(b) the Bidder does not provide, within the time specified by the Authority, the
supplemental information sought by the Authority for evaluation of the Proposal.

Misrepresentation/ improper response by the Bidder may lead to the disqualification


of the Bidder. If such disqualification / rejection occurs after the Proposals have been
opened and the lowest Bidder gets disqualified / rejected, then the Authority
reserves the right to consider the next best Bidder, or take any other measure as
may be deemed fit in the sole discretion of the Authority, including annulment of the
Selection Process.

2 Submission of the Proposals


2.1 The e-bidding Selection Process will be carried out by following single stage, two
package e-bid system from amongst the interested consultancy firms registered
/listed/ empaneled with Invest India, National Investment Promotion & Facilitation
Agency for Tier-II category and/or Department of Investment for and Public Assets
Management (DIPAM) for monetizing land & properties of SPSEs/PSUs/Other
Govt. organizations. The combined list of names of the Consultant so
registered/listed/empaneled is as under:

(i) A.T. Kearney Limited


(ii) Anarock Property Consultant Pvt. Ltd.
(iii) Bain & Company India Pvt. Ltd.
(iv) Boston Consulting Group (India) Pvt. Ltd
(v) CBRE South Asia Pvt. Ltd.
(vi) Cushman & Wakefield
(vii) Deloitte Touche Tohmatsu India LLP
(viii) Feedback Infra Pvt. Ltd.
(ix) JLL Property Consultant (India) Pvt. Ltd.
(x) KPMG Advisory Services Pvt. Ltd.
(xi) Knight Frank (India) Pvt. Ltd.
(xii) McKinsey & Company India LLP
(xiii) Pricewaterhouse Coopers Pvt. Ltd.
(xiv) RITES Ltd.

Any Bid submitted by other than above Empaneled Consultants shall not be
opened. RLDA will evaluate only those Applications/Bids which are received online
by Bid Due Date & time in the requisite formats and complete in all respects.

Signature of Bidder/Applicant
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2.2 The online application will contain the following documents.

(i) EMD/ Bid Document fee is to be paid online only.


(ii) Scanned copy of the Bid Security Declaration to be submitted as per RFP Form
8.
(iii) Scanned copy of Letter of Application as per RFP Form-1 with relevant
supporting documents with each page signed and stamped by the authorized
signatory ;
(iv) Applicants financial proposal as per RFP Form No. 3 duly filled in and signed
by the authorized signatory;
(v) Scanned copy of RFP Form No. 2, and 4 to 8 duly filled in and signed by the
authorized signatory;

(vi) Scanned copy of a complete set of RFP document along with all corrigendums,
Addendums to RFP, if issued, with each page signed and stamped by the
authorized signatory as a token of acceptance of Terms & Conditions of RFP;
(vii) Certificates/undertakings in support of key personnel; and
(viii) Scanned copy of Power of attorney authorizing the applicant to sign bid
document on behalf of firm. (RFP Form No 7)
(ix) Scanned copy of Documents as provided in Para 4 of TOR (Eligibility Criteria)

2.3 Bid Security Declaration for RFP


2.3.1 The Bidder shall furnish as part of its Bid, a Bid Security Declaration in the format at
form 8 (the “Bid Security Declaration”) and having a validity period of not less than
180 (One Hundred and Eighty) days from the Bid Due Date, and the validity of the
Bid Security Declaration shall be deemed to be extended in the event the Bid Due
Date is extended. The Bid shall be summarily rejected if it is not accompanied by
the Bid Security Declaration.
2.3.2 Any Bid not accompanied by the Bid Security Declaration shall be summarily
rejected by the Authority as non-responsive. As part of the Bidding Process and for
the avoidance of any doubt, the Bidder shall submit a scanned copy of the Bid
SecurityDeclaration along as per RFP Form 8.
2.3.3 Save and except as provided in Clause 2.3.1 above, the Bid Security Declaration of
the unsuccessful Bidders shall cease to be valid, upon the earlier of the issuance of
LOA to the selected Bidder; or thirty days after the expiration of the validity of the
Bid.
2.3.4 The Selected Bidder‟s Bid Security Declaration shall cease to be valid, upon the
successful bidder signing the Contract and furnishing the Performance Security in
accordance with the provisions thereof.
2.3.5 RLDA shall be entitled to invoke Bid Security Declaration and disqualify from
bidding for any contract/project of RLDA for a period of 12 months from the date of
notificationinter alia in any of the events specified in Clause 2.3.6 herein below. The
Bidder, by submitting its Bid pursuant to this RFP, shall be deemed to have
acknowledged and confirmed that the RLDA will suffer loss and damage on account
of withdrawal of itsBid or for any other default by the Bidder during the period of Bid
validity Period as specified in this RFP. For avoidance of doubt, it is hereby clarified
that, the decisionof RLDA regarding invocation of the Bid Security Declaration shall
be final and binding on the Bidders & shall not be called upon in question under
Signature of Bidder/Applicant
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Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

any circumstances.
2.3.6 The Authority reserves the right to reject any Bid and invoke the Bid Security
Declaration and disqualify Bidder from bidding for any contract/project of RLDA for
a period of 12 months from the date of notification without prejudice to any other
right or remedy that may be available to the Authority under the Bidding
Documents and/or the Consultancy Agreement or otherwise under the following
conditions:
a) If the Bidder withdraws its proposal (offer) during the Proposal/Bid Validity
Period.
b) If the successful Bidder fails to acknowledge the Letter of Acceptance in writing
within the time specified in this document or any extension thereof granted by
RLDA.
c) If the successful Bidder (Consultant) fails to sign the Consultancy Agreement
within the time specified in this document or any extension there-of granted by
RLDA.
d) If the Bidder imposes any condition after the Bid Due Date affecting the original
proposal.

2.4 Evaluation Process


2.4.1 No physical hard copy of Financial Bid is to be submitted by the Bidders. In case a
bidder submits Financial Bid in hard, its bid shall be liable for rejection.
2.4.2 The Bidder/Applicant shall be required to submit hard copy of the following
document on the Bid Due Date (“Enclosure of Bids”).
(i) Bid Security Declaration as per Form 8
(ii) Power of Attorney as per Form 7

The hard copy of the Enclosure of the Bid will be sealed in an outer envelope which
will bear the address of the Authority, RFP Notice number, Consultancy name as
indicated in the RFP and the name and address of the Bidder. It shall bear on top,
the following:

“Do not open, except in presence of the Authorised Person of the Authority”

The sealed envelope should be addressed to:

Dy.General Manager/Tender,
Rail Land Development Authority (RLDA),
Unit No.702-B, 7th Floor, Konnectus Tower-II, DMRC Building,
Ajmeri Gate,,
New Delhi – 110002, India.
Tel: (+91)-(11)-24102063, Mob: 7703918078.

If the envelope is not sealed and marked as instructed above, the Authority assumes
no responsibility for the misplacement or premature opening of the contents of the
Proposal submitted and consequent losses, if any, suffered by the Applicant.

The Applicant shall obtain a receipt of acknowledgement from DGM/Tender section


of RLDA submission of hard copy of the Enclosures of Bid.

2.4.3 Process of Evaluation

(A) Prior to evaluation of Proposals, The Authority will determine whether each Proposal
Signature of Bidder/Applicant
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RFP No.: RLDA/RFP/CT-08 of 2021 of 61

is responsive to the requirements of the RFP. The Authority may, in its sole
discretion, reject any Proposal that is not responsive hereunder. The Bid shall be
considered responsive only if:

(a) it is received by the Bid Due Date including any extension thereof
(b) it is accompanied by the Bid Security Declaration, Cost of Bid Document Fee
and Original Power of Attorney
(c) it contains all the information (complete in all respects) as requested
in the RFP;
(d) it does not contain any condition or qualification; and

(e) it is not non-responsive in terms hereof.


The Authority reserves the right to reject any Proposal which is non-responsive and
no request for alteration, modification, substitution or withdrawal shall be
entertained by The Authority in respect of such Bids.

(B) Opening and Evaluation of Financial Bids:

(i) The Financial Bids shall be opened online on the e-Tendering Portal. The Authority
shall open the Financial Bids on scheduled date and time in the presence of the
authorized representatives of the qualified Bidders (as described in Clause-5 of
Part-II i.e. TOR) who may choose to attend. The Authority shall publicly announce
the Financial Bid for each of the responsive Bidders.
(ii) RLDA will determine whether the Financial Bids are complete, unqualified and
unconditional. The cost indicated in the Financial Bid shall be deemed as final and
reflecting the total cost of Consultancy services. Omissions, if any, in costing any
item shall not entitle the Consultant to be compensated and the liability to fulfil its
obligations as per the TOR within the total quoted price shall be that of the
Consultant.
(iii) To facilitate evaluation RLDA may, at its sole discretion, seek clarifications in writing
from any Bidder in the format as considered appropriate by RLDA. Notwithstanding
anything to the contrary contained in the Bid Documents, RLDA may, at its sole
discretion, waive any minor infirmity, non-conformity or irregularity in a Bid that does
not constitute a material deviation and that does not prejudice or affect the relative
position of any Bidder, provided it conforms to all the terms, conditions of the bidding
documents without any material deviations, objections, conditionality or
reservations. 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 bidding
documents, RLDA‟s rights or the Selected Bidder‟s obligations under the contract;
or (iii) whose rectification would unfairly affect the competitive position of other
Bidders, who are presenting responsive Bids.

Note: In this RFP, the term “Lowest Bidder” shall mean the Bidder who is the
Bidder quoting the lowest Consultancy Fees.

2.5 Applicants/Bidders may download the RFP document from the E-Tendering
Portal www.tenderwizard.com/RLDA.
2.6 All notices related to this Tender including
clarifications/amendments/addendums to the RFP document shall be
available on www.tenderwizard.com/RLDA and RLDA website
www.rlda.indianrailways.gov.in”.
2.7 Interested Applicants may obtain further information from:-
Signature of Bidder/Applicant
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RFP No.: RLDA/RFP/CT-08 of 2021 of 61

Site Related:
(i) Sh. Vivek Saxena, Executive Director/CC
E-mail: saxena.vivek@gov.in
Mob: +91 9717646417
(ii) Sh. Manoj Sharma, Chief Project Manager/New Delhi
E-mail: sharmamanoj2471@gmail.com
Mob: +91 7982618481
(iii) Sh. Jatinder Kumar, Dy. General Manager/P-1
E-mail: dgmne@rlda.railnet.gov.in
Mob: +91 9717631068
(iv) Sh. Deepak Gupta, Manager/Marketing
E-mail: mgrmarketingrlda@gmail.com
Mob: +91 9810441148
Tender Related:
(v) Sh. Sandeep Kumar, DGM/Tender
E-mail: dgmp@rlda.railnet.gov.in
Mob:+91 7703918078

2.8 The schedule of important dates for the e-Bidding process are as following, subject
to changes, if any, which will be advised through addendums/amendments:
S.N. Event Description Date(s)

1. Commencement of downloading of 04.05.2021 from 18:00 Hrs.


RFP Document

2. Last date of downloading of RFP 18.05.2021 up to 14:00 Hrs.


Document

3. last date of submission of e-bid 18.05.2021 up to 15:00 Hrs.

4. Pre-Bid Conference -

5. Opening of e-bids (Technical Proposal) 18.05.2021 at 15:30 Hrs

3 EARNEST MONEY DEPOSIT (EMD) for RFP


3.1 In terms of Ministry of Finance OM no. F.9/4/2020-PPD dt. 12.11.2020 and Ministry of
Railway letter no. 2020/CE-I/CT/3E/GCC/Policy dt. 30.12.2020 the Applicant is
required to submit Bid Security Declaration in lieu of Bid Security/Earnest Money
Deposit.
3.2 The offer not accompanied by the requisite Bid Security Declaration "Shall be
summarily rejected". The Bid Security Declaration to be submitted by the applicant is
as per RFP Form-8.
4.0 Bid Document Fee
The Bidder shall have to pay a Bid Document fee of Rs. 10,000/- plus applicable GST
12% i.e. Total of Rs 11,200/- (Rupees Eleven Thousand Two Hundred Only)
separately to be paid online only on e-tendering portal using the e-payment gateway
to ITI Limited.
The cost of Bid Documents must be submitted online before due date and time of
downloading of e-bid. The Bid Document Fee is non- refundable/ non-transferable.

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5.0 Validity of the Offer


The offer shall be kept valid for a minimum 90 (Ninety) days from the date of opening
(“Proposal/Bid Validity Period”).

6.0 Financial Bid

6.1 The Proposals must be properly signed by the authorized representative (the
“Authorized Representative”) of the applicant as detailed below:

(a) by a partner, in case of a partnership firm and/or a limited liability partnership;


or
(b) by a duly authorized person holding the Power of Attorney, in case of a Limited
Company or a corporation; or
(c) A copy of the Power of Attorney certified under the hands of a partner or
director of the Bidder and notarized by a notary public in the form specified
shall accompany the Proposal.
(d) The Power of Attorney shall be supported with board resolution / charter
document in favour of executant.
6.2 The Bid shall be submitted with letter of proposal in the format specified in RFP
Form-1 to 8. The amount quoted in RFP form-3 should be inclusive of all taxes and
duties and nothing extra shall be payable, except GST. The Consultancy Fee shall
be inclusive of all costs related to visits, attending meetings, conferences and
making suitable presentations etc.
6.3 The Bidder shall quote the lumpsum fee for the Mountain Railway Project as detailed
in para 1.4 above. However, each element of Financial Bid of the selected Bidder
may be reviewed during contract negotiations, if any, to determine the final contract
price before issue of Letter of Acceptance (LOA) or during the currency of contract
for any variation due to change in scope of the work.

7 Conflict of Interest
7.1 A Bidder/applicant shall not have a Conflict of Interest with regard to this assignment.
Any Bidder found to have such a conflict of interest as hereunder shall be disqualified.
7.2 RLDA requires that the Consultant provide professional, objective, and impartial advice
and at all times hold RLDA‟s interests paramount, avoid conflicts with other
assignments or their own corporate interests and act without any consideration for
future work. The Consultant shall not accept or engage in any assignment that would
be in conflict with its prior or current obligations to other employers or that may place it
in a position of not being able to carry out the assignment in the best interest of RLDA.
7.3 Without limitation on the generality of the foregoing, the Consultant and any of its
associates shall be considered to have a conflict of interest and shall not be selected
under any of the circumstances set forth below:
(a) If there is a conflict among this and other consulting assignments of the Consultant
(including its personnel and sub-consultant) and any subsidiaries or entities
controlled by such Consultant. The duties of the Consultant depend on the
circumstances of each case. While providing Consultancy services to RLDA for
this particular assignment, the Consultant shall not take up any assignment that by
its nature will result in conflict with the present assignment.
(b) A firm which has been engaged by RLDA to provide goods or works for a project,
and any of its affiliates, will be disqualified from providing consulting services for
the same project. Conversely, a firm hired to provide consulting services for the
preparation of implementation of a project, and any of its affiliates, will be
Signature of Bidder/Applicant
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RFP No.: RLDA/RFP/CT-08 of 2021 of 61

disqualified from subsequently, providing goods or works or services related to the


same project. save and except as provided in Sub- Clause C below; conversely, a
firm hired to provide consulting services for the preparation or implementation of a
project, and its Members or Associates, will be disqualified from subsequently
providing goods or works or services related to the same project; or
(c) An Bidder/Applicant eventually appointed to provide Consultancy for this Project, as
well as any of its Associates, affiliates, shall be disqualified from subsequently
providing goods or works or services related to the valuation and execution of the
same project (other than a continuation of the Firm‟s earlier consulting services) till one
year from the date of completion of services under this Consultancy. For the
avoidance of doubt, an entity affiliated with the Consultant shall include a partner in
the Consultant‟s firm or a person who holds more than 5% (five per cent) of the
subscribed and paid up share capital of the Consultant, as the case may be, and any
Associate thereof.
8 LETTER OF ACCEPTANCE (LOA) AND SIGNING OF AGREEMENT

8.1 The Lowest bidder in terms of contract agreement and upon successful completion
of negotiations, if required, shall be considered for issue of LOA. The selected Bidder
shall be required to commence the consultancy within 10(ten) days of issue of LOA
and send its acceptance of LOA within 07(seven) days of issue of LOA.

8.2 The selected Bidder shall be required to sign a Contract Agreement within 10 (Ten)
days after submission of Performance Security or within the time as extended by
RLDA due to administrative reasons for submission of Performance Security.

8.3 If the Bidder fails to comply with any of the conditions indicated in RFP (unless any
period is relaxed by RLDA for compelling and genuine reasons and the decision of
RLDA in such case would be absolute and final), the LOA can be withdrawn by duly
forfeiting the bid security of the Bidder.

8.4 In case of any re-tendering, extension of tender submission dates, delay in inviting
tenders etc., for the selection of Bidders for the site, due to administrative/legal
reasons, RLDA reserves the right to either discontinue the services of the Bidder
without any claims whatsoever or to direct the existing Bidder to continue their
consultancy services till successful completion of the activities specified in TOR or
to such extended/re-tendered process. RLDA‟s decision in this regard shall be final
and binding on the Bidder.
9 PERFORMANCE SECURITY

9.1 In order to ensure the due performance of the contract, the Successful Bidder shall
submit a Performance Security to RLDA for a sum equivalent to 3% (Three percent) of
the Cost of Consultancy plus applicable GST. The Successful Bidder shall have to
submit Performance Security within 30 (Thirty) days from the date of issue of Letter of
Acceptance (LOA) by RLDA. Extension of time for submission of Performance Security
beyond 30 (Thirty) days and up to 60 (Sixty) days from the date of issue of LOA may be
given by RLDA on written request of the Successful Bidder. However, a penal interest
@15% (Fifteen percent) per annum, on the amount of Performance Security, shall be
payable by the Successful Bidder for the period of extension beyond 30 (Thirty) days.
In case Successful Bidder fails to submit the Performance Security even up to 60 (Sixty)
days from the date of issue of LOA, the contract shall be terminated by cancellation of
LOA and invoke the Bid Security Declaration and disqualify Bidder from bidding for any
contract/project of RLDA for a period of 12 months from the date of notification without
prejudice to any other right or remedy that may be available to the Authority under the
Bidding Documents and/or the Agreement.

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9.2 The Performance security shall be in the form of Bank Guarantee/TDR/Demand Draft/
Bankers‟ Cheque or Pay Order in favour of “Rail Land Development Authority”, drawn
on any nationalized or scheduled commercial bank and payable at New Delhi.
Performance Security Guarantee in the form of Bank Guarantee in prescribed format is
also acceptable. The said Performance Security will be kept valid for 16 (Sixteen)
months from the date of issue of LOA initially. Thereafter if required due to administrative
exigency or otherwise, the same shall be kept valid for three months or for such period,
as may 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 Default
leading to termination of contract as described in the Agreement.

Note: The Performance Security Guarantee Bond issuing Bank must mention
receiver‟s details as ICICI Bank IFSC ICIC000007, Branch Connaught Place, New
Delhi at which SFMS IFN 760 message shall be sent by the issuing Bank through
SFMS, to establish the authenticity of issued Bank Guarantee Bond.

9.3 The Performance Security shall be released two months after the payment of the final
bill and submission of NOC.

10.0 FRAUD AND CORRUPT PRACTICES

The Bidders and their respective officers, employees, agents and advisers shall
observe the highest standard of ethics during the Selection Process. Notwithstanding
anything to the contrary contained in this RFP, The Authority shall reject a Bid without
being liable in any manner whatsoever to the Bidder, if it determines that the Bidder
has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practice (collectively the
“Prohibited Practices”) in the Selection Process. In such an event, The Authority shall,
without prejudice to its any other rights or remedies, forfeit and appropriate the Bid
Security or Performance Security, as the case may be, as mutually agreed genuine pre-
estimated compensation and damages payable to The Authority for, inter alia, time,
cost and effort of The Authority, in regard to the RFP, including consideration and
evaluation of such Bidder‟s Proposal.

Without prejudice to the rights of The Authority hereinabove and the rights and
remedies which The Authority may have under the LOA or the Agreement, if an Bidder
or Consultant, as the case may be, is found by The Authority to have directly or indirectly
or through an agent, engaged or indulged in any corrupt practice, fraudulent practice,
coercive practice, undesirable practice or restrictive practice during the Selection
Process, or after the issue of the LOA or the execution of the Agreement, such Bidder
or Consultant shall not be eligible to participate in any tender or RFP issued by The
Authority during a period of 2 (two) years from the date such Bidder or Consultant, as
the case may be, is found by The Authority to have directly or through an agent,
engaged or indulged in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practice, as the case maybe.

For the purposes of this Section, the following terms shall have the meaning hereinafter
respectively assigned to them:

(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the action of any person connected with
the Selection Process (for avoidance of doubt, offering of employment to or
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employing or engaging in any manner whatsoever, directly or indirectly, any official


of The Authority who is or has been associated in any manner, directly or indirectly
with the Selection Process or the LOA or has dealt with matters concerning the
Agreement or arising there from, before or after the execution thereof, at any time
prior to the expiry of one year from the date such official resigns or retires from or
otherwise ceases to be in the service of The Authority, shall be deemed to
constitute influencing the actions of a person connected with the Selection
Process); or (ii) save as provided herein, engaging in any manner whatsoever,
whether during the Selection Process or after the issue of the LOA or after the
execution of relating to the Project or the LOA or the Agreement, who at any time
has been or is a legal, financial or technical consultant/ adviser of The Authority in
relation to any matter concerning the Project;
(b) “fraudulent practice” means a misrepresentation or omission of facts or
disclosure of incomplete facts, in order to influence the Selection Process;
(c) “coercive practice” means impairing or harming or threatening to impair or harm,
directly or indirectly, any persons or property to influence any person‟s participation
or action in the Selection Process;
(d) “undesirable practice” means (i) establishing contact with any person connected
with or employed or engaged by The Authority with the objective of canvassing,
lobbying or in any manner influencing or attempting to influence the Selection
Process; or (ii) having a Conflict of Interest; and
(e) “restrictive practice” means forming a cartel or arriving at any understanding or
arrangement among Bidders with the objective of restricting or manipulating a full
and fair competition in the Selection Process.

11 INTELLECTUAL PROPERTY

11.1 The Consultant warrants that in providing the Services it shall not infringe copyright,
patent, confidential information or any other intellectual property right of any third
party and indemnifies the RLDA against any claim made against it arising from any
infringement of any intellectual property right belonging to any third party. In the
event, the Consultant relies on or make use of any intellectual property right
belonging to a third party, the Consultant would be solely responsible to negotiate
and pay the royalty to the third party and no such expenditure would be payable by
the RLDA. Development Plans, Building Plans and Drawings prepared by
Consultant shall be property of RLDA/Railway and RLDA/Indian Railways shall be
at liberty to use it freely at any place without paying any royalty.

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

12. CONFIDENTIALITY

Information relating to evaluation of tenders and recommendations concerning


awards shall not be disclosed to the Bidder(s) who submitted the tender or to other
persons not officially concerned with the process, until the publication of the award

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of Contract. The undue use by any Bidder of confidential information related to the
process may result in the rejection of its tender and may be debarred from
participating in future tenders.
13. MISCELLANEOUS:
The Selection Process shall be governed by, and construed in accordance with, the
laws of India and the Courts at Delhi shall have exclusive jurisdiction over all disputes
arising under, pursuant to and/or in connection with the Selection Process.

The Authority, in its sole discretion and without incurring any obligation or
liability, reserves the right, at any time, to:
(a) suspend and/or cancel the Selection Process and/or amend and/or
supplement the Selection Process or modify the dates or other terms and
conditions relating thereto;
(b) consult with any Bidder in order to receive clarification or further
information;
(c) retain any information and/or evidence submitted to RLDA by, on behalf
of and/or in relation to any Bidder; and/or
(d) Independently verify, disqualify, reject and/or accept any and all
submissions or other information and/or evidence submitted by or on
behalf of any Bidder.

It shall be deemed that by submitting the Proposal, the Bidder agrees and
releases the Authority, its employees, agents and advisers, irrevocably,
unconditionally, fully and finally from any and all liability for claims, losses,
damages, costs, expenses or liabilities in any way related to or arising from
the exercise of any rights and/or performance of any obligations hereunder,
pursuant hereto and/or in connection herewith and waives any and all rights
and/or claims it may have in this respect, whether actual or contingent,
whether present or future.

All documents and other information supplied by the Authority or submitted


by a Bidder shall remain or become the property of the Authority. The
Authority will not return any submissions made hereunder. Bidders are
required to treat all such documents and information as strictly confidential.

The Authority reserves the right to make inquiries with any of the clients listed
by the Bidders in their previous experience record.

14 Foreign entities are not eligible to participate in the bidding process for
Tenders of value up to Rs 200 Crore in accordance with the letter issued
by Ministry of Finance, Government of India vide Letter No. F.12/17/2019-
PPD dated 28.05.2020.

******

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Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

Part-II: Terms of Reference (TOR)

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Part-II: Terms of Reference (TOR)


1. Preamble

- Rail Land Development Authority (RLDA) is a Statutory Authority, under the


Ministry of Railways, set up by an amendment to the Railways Act, 1989, for
development of vacant Railway Land for Commercial use for the purpose of
generating revenue by non-tariff measures.
- RLDA has since been constituted in terms of Extraordinary Gazette Notification
dated 31.10.2006 as amended on 05.01.2007. The Rules for functioning of RLDA
have also been notified in the Extraordinary Gazette dt. 04.01.2007.
- Through this RFP, RLDA seeks to appoint private operator for the Mountain
Railway Project with the objective of providing world-class amenities by
renovations/conservation including redevelopment of Mountain Railway Project.
- The TOR details out the objectives, scope, deliverables and timelines.

2. Objectives of Assignment
The objective of this consultancy is to procure transaction related advice, undertake a
financial appraisal and assistance in the award of the project by extensive global
outreach, robust PPP framework and a robust RFP process which ensures:
(a) Selection of Concessionaire for Mountain Railway Projects.
(b) Maximum leveraging of the revenue potential, of the Mountain Railway Project.
(c) An effective and workable implementation mechanism including operation and
maintenance of Mountain Railway Project while conserving the world heritage
status of the mountain Railway Projects.
3. Scope of work

The Transaction Consultant shall undertake this consultancy in order to achieve the
objective specified at Clause 2 above. The detailed scope of services specified below
is based on RLDA‟s understanding of the scope of service. However, it should be noted
that the scope of work specified below is not exhaustive. The Transaction Consultant
shall be required to carry out any additional works, if any, to meet the objectives stated
above.

The following will be the scope of work for the Transaction Consultant under this
assignment:

3.1 Project Structuring and Contracting Strategy

The Transaction Consultant shall submit the Contracting strategy suggesting the best
way of packaging the various components of the Mountain Railway Project:

(i) Evaluation of the most suitable Project structuring option for Mountain railway
Project - PPP, JV, other relevant options etc.
(ii) Determining the indicative structure for developing the Project - Optimize the
Project structure under various implementation options
(iii) Demarcation of the roles of the key stakeholders
(iv) Proposed institutional framework for implementation of the Project
(v) Carry out consultations with Heritage Directorate of Ministry of Railways
(vi) Organize pre-tender discussions with various developers/contractors prior to
finalizing the RFP document to suit the Project specific requirements and mode

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 23
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

of contracting and inviting the bids. This is to gauge the expectation of market
so that issues raised are addressed and taken care off in the bid document.
(vii) Risk Analysis and Mitigation measures for various risks associated with the
project
(viii) Recommend mode of taking the project through public private partnership
framework.

3.2 Preparation of Business Plan

(i) Scrutinizing existing business plan prepared by the consultant including


verification of data collected by the consultant including financial model
(ii) Identify the various activities that can be undertaken at the identified railway land
parcels in light of the existing Master Plan
(iii) Carry out market survey and market demand assessment to determine the
various possible monetizable assets that can be developed at Mountain Railway
Project from the potential of high revenue yield to RLDA.
(iv) Site Assessment and data collection (including but not limited to collection of
certified land records) related to monetizable assets:
a) Undertake site visits and collect relevant information/documents/reports/
guidelines, circulars, future plans from the RLDA / concerned Zonal Railways
/ Local Bodies / Departments.
(v) Preparation of financial feasibility which shall inter alia include financial
assumptions, Project Cost, Equity, Debt, Total Revenues, Total O &M
Expenditure, Project Cash Flows, Project IRR Equity IRR and DSCR.

3.3 Preparation of Tender Documents

(a) Preparation of bidding documents including RFQ and RFP (Based on Model
Concession Agreement, Model RFQ and RFP), Draft Concession Agreement and
any other document required to conduct the bidding process for selection of
Concessionaire and shall make recommendations for any modification required in
Eligibility criteria for specific sites.

(b) In addition to above the Transaction Consultant will be required to prepare Project
Information Memorandum for the Mountain Railway Project. The information
available with Railway Zone like details of existing land, infrastructure, etc. will be
shared with the Consultant. The Project Information Memorandum shall be prepared
in illustrative manner so as to give clear details about the project and detailed
enough so as to allow the bidders to understand the details of the project.

This bid document may be required to be modified based on the inputs from the
prospective bidders, lenders and after pre bid meeting.

(c) Providing legal vetting of the tender document in harmony with RLDA‟s Land
Development Handbook (Part-I & II) along with deviation statement with reasoning.

(d) Preparation/ review of Public Private Partnership Appraisal Committee (PPPAC) /


Standing Finance Committee (SFC) Documents as required for Public Partnership
Projects.

Signature of Bidder/Applicant
Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 24
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

3.4 Assistance in Bidding Process

The Transaction Consultant shall assist RLDA in the bid process for selection of the
Concessionaire from among the Bidders and till the signing of the Concession
Agreement. This would include but not limited to:
(i) Preparation and issue of suitable advertisements through RLDA (cost of the
advertisements shall be borne by RLDA)
(ii) Anchoring of pre-bid conferences(s),
(iii) Assist RLDA in responding to queries,
(iv) assess/evaluation of counter proposals/bids received which would include but
not limited to track record (capability and experience) of the bidder/promoters
and their experience in station/rail system development.
(v) Pre-tender consultation, facilitation of site visit with potential firms (for a
minimum window of 15 days prior to issuance of RFQ and window of 10 days
prior to issuance of RFP.
(vi) Conducting road shows: For this purpose, consultant may have to organize road
shows, developer meet seminar as considered suitable. The expenses of
logistics such as place and associated items will be reimbursed by RLDA. All
such road shows will be held at a place acceptable to the Authority.
(vii) Organizing site visit/tour of the intending bidders/Concessionaire in respect of
sites of the four Mountain Railways prior to bid submission by the
bidders/Concessionaire
(viii) Short-listing of qualified bidders, and recommending the highest eligible bidders
(ix) Assistance during Signing of Concession Agreement: Consultant shall assist
the Authority during Signing of Concession Agreement with preferred Developer
which include finalization of the Concession Agreement with all schedules and
incorporating the clarification given in the pre-bid meeting, etc. Beside above,
all intermediate activities, required for preparation of documents, clarification,
interaction etc. with developer, and Railway Zone shall be carried out by the
Transaction Consultant.

Transaction Consultant shall also assist the Authority, various committees/experts in


evaluating documents/proposals/agreements and organizing pre-bid conference(s)
related to Mountain Railway Project. The Transaction Consultant will also assist the
Authority in preparing internal notes and projections for securing governmental
approvals, if any.
The Transaction Consultant shall carry out above activities in close coordination with the
Technical and other Consultants appointed by RLDA.

4. Key Personnel:
The Bidder/Applicant shall propose a Consultancy Team which shall consist of the
following Key personnel (the “Key Personnel”) who shall discharge their respective
responsibilities as specified below:
Key Educational Experie Experience
personnel Qualification nce
(Minimum) (post
qualific
ation)
Team Leader Master of He should have experience as team leader
and Financial Business 5 Years in tourism infrastructure development
Administration sector/Hospitality sector
Expert

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 25
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

Key Educational Experie Experience


personnel Qualification nce
(Minimum) (post
qualific
ation)
(MBA) in Two marks for IIM/ISB Graduate. For others
Finance 0.
/Chartered
7 marks for experience. (3 marks for 5 years
Accountant
experience linearly varying to 7 for 15 years
(CA)/Chartered experience).
Financial
Analyst (CFA) / No of assignments as team leader max 3
2 years regular marks (less than 3 assignments 0, up to 5
duration PGDM assignments 2 marks and 3 marks for more
in finance from than 5 assignments)
Indian Institute
of Management
Graduation in 10 He/she should have 10 years experience of
any stream years infrastructural development / O&M projects in
tourism sector.
5 marks for experience ( 2 marks for 10 yrs
experience linearly varying to 5 for 20 years
Tourism experience).
Expert
International tourism projects max 3 marks (
less than 2 assignments 0, up to 5
assignments 2 marks and 3 marks for more
than 5 assignments)

Bachelor‟s in 5 years He should have experience in heritage


Architecture conservation/ restoration projects.
Conservation Conservation of heritage projects max 6
Expert marks ( less than 2 assignments 0, up to 5
assignments 4 marks and 6 marks for more
than 5 assignments)
LLB 10 He / She should have experience in
years preparation of Bidding Documents /Review
mark ups to the Development
Agreement/Concession Agreement, contract
Legal Expert negotiation in at least 3 Assignments. 4
marks for experience ( 2 marks for 10 years
experience linearly varying to 4 for 20 years
experience).

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 26
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

Note:

(i) Key personnel are mandatory to be engaged by the Consultant as per minimum
qualifications mentioned above.

(ii) During the currency of the assignment, change of the key personnel by the
Consultant is not permissible. However, RLDA may under compelling circumstance
permit such change provided the same is brought to notice in writing by the
Consultant. The qualification of the new member inducted shouldn‟t be less than the
minimum qualification mentioned above. Frequent changes in the team shall not be
permissible.

(iii) There should be adequate support team of junior consultants to support key
personnel.

5. EVALUATION OF THE BIDS:

Evaluation of Technical Bid and Presentation & Interaction:


SN Description of Paramete Marks
(i) Average Annual Turnover from consultancy business in FY 2017- 18, 10
FY 2018-19, 2019-20 (excluding revenue from IT, audit and taxation)
 200 to 400 crore------------------ 5 Marks
 400 to 600 Crore ----------------- 7 Marks
 >600 crore ------------------------- 10 Marks
(ii) Sector Experience: 20
The Bidder will be scored on experience of the number of projects in
tourism development project, Infrastructure sector, hospitality in the
last 5 years of project consultancy fee not less than Rs. 2 Crore in each
case.

<5 Projects -- Nil


5-10 Projects – 10 Marks
11 - 15 Projects – 15 Marks
>15 Projects – 20 Marks
(iii) Team Members – Relevant experience, skills & competencies and 30
qualifications (To be supported by CV)
Team Leader and Financial Expert – 12 marks
Tourism Expert – 08 marks
Conservation Architect - 06 marks
Legal Expert - 04 marks
(Detailed marking scheme as given in the table under Clause-4
(Key Personnel) above

Agency to submit CV of each team member of proposed team and


experts with their respective undertaking for taking up the assignment.
(Details in para 4 above)-

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 27
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

(iv) Presentation & Interaction on Understanding of scope, Approach 40


& Methodology:

-Consultants understanding of issues with respect to PPP Projects (04


Marks)

- Proposed Work Plan for the present case and case studies of similar
type of engagement in Tourism Infrastructure/ Hospitality projects with
at least one international assignment (36 Marks)
The area of studies should cover:
*Competitive landscape analysis of Sector in terms of stake holders
and investment attractiveness

*Identifying strategies for attracting tourist players by suitable


provisions such as split development, phased development and
combining the assets.

Identification of tourism potential, method for the asset valuation for


such potential and value creation processes

*Understanding of Legal team about the PPP concessions under the


existing legal framework in India and proposed methodology in framing
project documents.
The provision for suitable sharing of proceeds and incentivize value
creation with adequate mechanism for capture of revenue to authority

Total Marks 100

*Total Marks – 100 and Qualifying Marks – 75%; Bidders securing > 75% of the total marks
as above will only be considered technically qualified.

A bid will be considered unsuitable and will be rejected at this stage if it fails to achieve
the minimum technical score. However, RLDA reserve the right to shortlist top 4 bidders from
amongst the list so prepared on the basis of Technical evaluation and Presentation & Interaction.
RLDA will notify remaining bidders who fail either to score minimum technicalscore or to get
shortlisted in top 4, about the same and such bids will not be considered any further.

5.1 Technical Bid Evaluation:

Technical proposals of Applicants will be evaluated as per the Technical evaluation Criteria
(TEC) table.
The Applicant who secures maximum marks shall be given a technical score of 100. The
technical scores of other Applicants for the project shall be computed as follows.

The „Technical score‟ of Marks secured by the respective applicant firm


Applicant for the = 100 X
project(St) Highest Marks secured by an applicant firm

After evaluating and scoring Applicants on each criterion, total score (St) for each Applicant
shall be computed. Applicants will have to score a minimum of 75 marks (out of 100) to

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 28
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

qualify for financial opening. In the event of 2 or less firms qualifying technically, Authority
would shortlist the top 4 firms for financial opening.
5.2 Final Evaluation of Bids:

The final selection shall be based on QCBS i.e. Quality and Cost Based Selection. The
financial bid of only those top 4 bidders who qualify in Technical Bid evaluation will be
opened at (date to be notified later to the bidders via e-mail).
The lowest Financial bid (FM) will be given a financial score (SF) of 100 points. The financial
scores (SF) of other financial bids will be determined by using the following formula:
SF = 100 x FM/F
In which (SF) is the financial score, (FM) is the lowest financial bid quoted by the qualified
applicant firm and F is the financial bid under consideration

5.3 Final Evaluation of Bids:

Final score of Applicant shall be evaluated based on the following formula:


S = ST x T + SF x F
Where:
S = Final Score of the Applicant
ST = Technical Score of the Applicant
SF = Financial Score of the Applicant
T = Technical Weightage (80%)
F = Financial Weightage (20%)
Applicant scoring the highest marks “H1” will be declared the winner and invited to complete
contracting formalities. In case of a Tie between two or more bidders, the RLDA shall
identify the Selected Bidder by draw of lots, which shall be conducted, with prior notice, in
the presence of the Tie Bidders who choose to attend.

6. Key Deliverables, Timelines & Payment Schedule:


The key deliverables to be submitted by the Consultant and associated timelines are as
mentioned in the below table and are for 12 months. The timeline is indicative and many
activities may run simultaneously. The suggested deliverables are mentioned below:

Key Deliverables, timelines & Payment Schedule:


Deliverable Milestone Timeline Payment due as
% of
Consultancy Fee
quoted for the
Project
A . Business Plan and Documentations

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 29
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

A-1 Preparation, submission & T+ 1 week -


acceptance by RLDA of Inception
Report - highlighting work plan,
approach and understanding of
scope
A-2 Preparation, submission and T+ 1 to T+3 10%
acceptance by RLDA of the
Project Structuring Plan
A-3 Scrutinize existing business plan of T+ 3 to T+7 10%
consultant including verification of
data collected by the consultant;
and preparation, submission &
acceptance by RLDA of the
feasibility report including financial
model
A-4 Preparation & submission of RFQ On Release of 10%
for Mountain Railway Project RFQ
A-5 Preparation & submission RFP On Release of 10%
(including its legal vetting) for RFP
Mountain Railway Project along
with Draft Concession Agreement
B. Roadshows for the Marketing of the Project
B-1 Pre-tender consultation, facilitation On completion 5%
of Site visit with the potential firms of milestone
and road shows (for a min. 15 days
window)
B-2 Marketing of the project at RFQ On completion 10%
stage including Road Shows, RFQ of milestone
meeting and Shortlisting of
Applicants after RFQ evaluation
B-3 Marketing of the project at RFP On completion 5%
stage including Road Shows, Pre- of milestone
bid meeting
C. Selection of Concessionaire
C-1 Successful execution of On completion 15%
Concession agreement between of milestone
Concessionaire and RLDA
C2 Finalizing the scheme and On completion 25%
establishing/ devising processes of milestone
for project monitoring during the
concession period.

NOTE: If at any stage RLDA decides not to proceed further then no work after that stage
shall be carried out and payment will be restricted to that stage only as shown in Table
above. Decision of the Authority shall be final and binding. Further, in case of partial
completion of a milestone, the decision of the Authority in deciding the quantum of payment
for partially completed milestone shall be final & binding. No Claim whatsoever on this
account shall be admitted.

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 30
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

6.1 Project extension

After completion of the listed scope of work, there may be a requirement to extend the
contract for continued support on overall transaction management, day to day project &
stakeholder management as well as handholding the concessionaire in initial phases. The
consultant is required to extend its support to RLDA for a period of 6 months after
completion of the listed scope of work.

* * * * * * *

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory
Services For Monetization of Mountain Railway Projects of Indian Railways” Pg 31
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

Part-III: Application & Proposal Forms

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 32
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

RFP Form-1
Letter of Proposal
(On Bidder‟s letter head)
(Date and Reference)
To,
Vice Chairman
Rail Land Development Authority,
Unit No7th Floor, Konnectus Tower- II,
DMRC Building, New Delhi-110002

Sub:-ENGAGEMENT OF TRANSACTION CONSULTANT FOR PROVIDING


TRANSACTION ADVISORY SERVICES FOR MONETIZATION OF MOUNTAIN
RAILWAY PROJECT OF INDIAN RAILWAYS

REFERENCE: RFP NO. RLDA/RFP/CT-08 OF 2021

Dear Sir,
1. With reference to your RFP document dated I/We, having examined all
relevant documents and understood their contents, hereby submit our Financial Bid for
APPOINTMENT OF TRANSACTION CONSULTANT FOR PROVIDING
TRANSACTION ADVISORY SERVICES FOR MONETIZATION OF MOUNTAIN
RAILWAY PROJECT OF INDIAN RAILWAYS.

2. The proposal is unconditional and unqualified.


3. I/We undertake to provide any additional information it may deem necessary or require
for supplementing or authenticating the Proposal to RLDA.
4. I/We acknowledge the right of the RLDA to reject our application without assigning any
reason or otherwise and hereby waive our right to challenge the same on any account
whatsoever.
5. I/We declare that:
(a) I/We have examined and have no reservations to the Documents, including any
Addendum issued by the RLDA;
(b) I/We have not directly or indirectly or through an agent engaged or indulged in any
corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice in respect of any tender or request for proposal issued by or any
agreement entered into with the RLDA or any other public sector enterprise or any
Government, Central or State; and
6. I/We understand that you may cancel the Selection Process at any time and that you
are neither bound to accept any Proposal that you may receive nor to select the
Consultant, without incurring any liability to the Bidders.
7. I/We hereby irrevocably waive off right which we may have at any stage at law or
howsoever otherwise arising to challenge or question any decision taken by the RLDA
and/ or the Government of India in connection with the selection of the Consultant or
in connection with the Selection process itself in respect of the above mentioned
Project.
8. The Bid Security Declaration is submitted as per Format in RFP Form-8.

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 33
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

9. I/We agree and understand that the proposal is subject to the provisions of the
document. In no case, shall I/We have any claim or right to whatsoever nature if the
Consultancy for the Project is not awarded to me/us or our proposal is not opened.
10. I/We agree to keep this offer valid for 90 (Ninety) days from the RFP submission date
specified in the proposal.
11. In the event of my/our being selected as the Consultant, I/We agree to enter into a
Contract Agreement with RLDA. We agree not to seek any changes in the aforesaid
Contract Agreement and agree to abide by the same.
12. I/We have studied the document carefully and also surveyed the Project site. I/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 matter arising out of or concerning or relating to the
Selection Process including the award of Consultancy.
13. I/We agree and undertake to abide by all the terms and conditions of the Document. In
witness thereof, I/We submit this Proposal under and in the accordance with the terms
of the Document.
14. In the event of withdrawal of my/our offer after opening, I/We hereby give the
undertaking that Bid Security Declaration shall be invoked and I/We shall not be entitled
to raise any claim on this account.
15. I/We have read Clause 1.7 (a) regarding restrictions on procurement from countries
which share a land border with India and on sub-contracting to contractors from such
countries; I/We certify that this bidder is not related to any entity from such a country
or, if in case it is so related, it has been registered with the Competent Authority as
provided in Order (Public Procurement No. 1) dated 23rd July 2020 issued by the
Ministry of Finance, Department of Expenditure Public Procurement Division and will
not sub-contract any work to a contractor from such countries unless such contractor
is registered with such Competent Authority. I/We hereby certify that this bidder fulfils
all requirements in this regard as mentioned in this RFP and the aforesaid Order and
is eligible to be considered.
16. I/We shall keep this offer valid for 90 (ninety) days from the Bid Due Date specified in
the RFP.

Yours faithfully,
(Signature of the Authorized Signatory)
(Name and designation of the Authorized Signatory)

Note :
1. Bid Document fee of Rs 11,200/-(i/c GST12%) is to be submitted online only.
2. Scanned copy of Letter of Application as per RFP Form-1 & other RFP Forms
with relevant supporting documents with each page signed and stamped by the
authorized signatory is to be uploaded.
3. Scanned copy of a complete set of RFP document along with corrigendum to
RFP, if issued, with each page signed and stamped by the authorized signatory
as a token of acceptance of Terms & Conditions of RFP is to be uploaded.
4. Certificates/undertakings in support of key personnel‟s to be uploaded.

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 34
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

5. Scanned copy of Documents as provided in Cause 2.1.3 Part I (Instruction to


Bidders).
RFP Form–2
RFP No. RLDA/RFP/CT-08 of 2021

Particulars of the Bidder


1.1 State whether applying As Sole Firm or otherwise status of
Firm
1.2 State the following:
(i) Name of Company or Firm:
(ii) Legal status (e.g. incorporated company, partnership etc.):
(iii) Country of incorporation:
(iv) Registered address:
(v) Year of Incorporation:
(vi) Year of Commencement of business:
(vii) Principal place of business:
(viii) Brief description of the Company/LLP including
details of its mainlines of business:
(ix) 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:
(x) Name, Designation, Address and Phone Numbers of
Authorised Signatory of the Bidder:

(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Phone No.:

Signature of Bidder/Applicant
“Engagement of Transaction Consultant For Providing Transaction Advisory Pg 35
Services For Monetization of Mountain Railway Projects of Indian Railways”
RFP No.: RLDA/RFP/CT-08 of 2021 of 61

(f) Fax No. :


1.3 For the Bidder, state the following information:
i) In case of non-Indian company, does the company Have Yes / No
business presence in India?
If so, provide the office address (es) in India.
ii) Has the Bidder been penalized by any organization for Yes / No
the poor quality of work in the last five years?
iii) Has the Bidder been blacklisted by any Govt. Yes / No
department/Public Sector Undertaking in the last five
years and such blacklisting exists on the date of
submission of application?
iv) Has the Bidder suffered bankruptcy/insolvency in the Yes / No
last five years?

Note: If answer to any of the questions at 1.4 (ii) to (iv)


is yes, the Bidder is not eligible for this
consultancy assignment.
1.4 Does the Bidder‟s firm/company combine functions as a Yes / No
consultant or designer along with the functions as a
contractor and/or a manufacturer?

1.5 Name of Authorized representative to Act and sign on behalf


of the firm.

(Signature of the Authorized Signatory)

(Name and designation of the Authorized Signatory)

Signature of Bidder/Applicant
Engagement of Transaction Consultant For Providing Transaction AdvisoryServices For Monetization of Mountain
Railway Projects of Indian Railways”
Pg 36
RFP No.: RLDA/RFP/CT-08 of 2021
of 61

RFP Form No.: 3


FINANCIAL BID
RFP No. RLDA/RFP/CT-08 of 2021
We, the undersigned, have read carefully the provisions of this RFP and hereby offer to provide the consultancy services in accordance with
the Terms of Reference of the RFP. We also accept, without any deviation, the terms and conditions of the above tender. Our Lump-sum fee
(Consultancy Fees) (exclusive of GST but inclusive of all other taxes and levies) for the services would be as under:
CONSULTANCY FEE FOR ENGAGEMENT OF TRANSACTION CONSULTANT FOR Amount (in Rs) (Words
PROVIDING TRANSACTION ADVISORY SERVICES FOR MONETIZATION OF MOUNTAIN and Figures)
RAILWAY PROJECT OF INDIAN RAILWAYS
FEE FOR CONSULTANCY IN RESPECT OF FOUR MOUNTAIN RAILWAY PROJECT [namely
(i) Darjeeling Hill Railways; (ii) Kalka Shimla Railways; (iii) Nilgiri Railways; and (iv) Matheran
Railways] AS MENTIONED IN PARA 1.4 of PART-I OF THE RFP.

Note:
(1) In case of any discrepancy between words and figures, the former will prevail.
(2) The rates quoted are exclusive of GST but inclusive of all other taxes and levies. We understand clearly that you are not bound to accept
any proposal you receive. We also understand that incomplete or conditional offers would be summarily rejected.
(3) I/We understand clearly that RLDA is not bound to accept any proposal. I/We also understand that incomplete or conditional offers would
be summarily rejected.
Yours faithfully,
Date:
(Signature of the authorized signatory of the Bidder)
Name
Seal of the Company
*****

Signature of Consultant
Engagement of Transaction Consultant For Providing Transaction AdvisoryServices For Monetization of Mountain Railway Projects of Indian
Railways”
Pg 37
RFP No.: RLDA/RFP/CT-08 of 2021
of 61

RFP Form-4

Particulars of Key Personnel

In terms of Para 4 of Part-II i.e. T.O.R. “REQUIREMENTS FOR KEY PERSONNEL PROPOSED TO BE DEPLOYED”

Designation of Key Name Educational Length of Post- Present Employment


Personnel Qualification Qualification
Professional Name of Firm Employed
Experience Since
(1) (2) (3) (4) (5) (6)

Team Leader &


Financial Expert

Tourism Expert

Conservation
Expert

Legal Expert

(Signature of the authorized signatory of the Bidder)

Signature of Consultant
Engagement of Transaction Consultant For Providing Transaction AdvisoryServices For Monetization of Mountain Railway
Projects of Indian Railways”
Pg 38
RFP No.: RLDA/RFP/CT-08 of 2021
of 61

RFP Form-5
Abstract of Assignments of Key Personnel

Name of Key Personnel: Designation:

S.N Name of Name of


Estimated Capital Name of firm for Category of Project (Duration of
Project Client
Cost of the which the Key (Tourism/ International Tourism/ others to be Consultancy
Project (in INR Personnel worked specified) Assignment)
Crore / US$
million)

(1) (2) (3) (4) (5) (7) (8)

Use separate Form for each Key Personnel.


Note:
a. The Bidder may attach separate sheets to provide brief particulars of other relevant experience of the Key Personnel
b. The names and chronology of projects included here should conform to the project-wise details submitted in Form-5

(Signature of the Professional Personnel)

(Signature of the authorized signatory of the Bidder)

Signature of Consultant
Engagement Of Transaction Consultant For Providing Transaction Advisory Services For
Monetization Of Mountain Railway Project Of Indian Railways Pg 39
Bid No.: RLDA/RFP/CT- 08 of 2021 Dated 24.02.2021
of 61

RFP Form-6
CURRICULUM VITAE (CV) FOR PROPOSED KEY PROFESSIONAL STAFF ALONG WITH CONSENT
LETTER:

1. Proposed Position:
[For each position of key professional separate form will be prepared]:
2. Name of Firm:
[Insert name of firm proposing the staff]:
3. Name of Staff:
[Insert full name]:
4. Date of Birth:
5. Nationality:
6. Education:
[Indicate college/university and other specialized education of staff member, giving
names of institutions, degrees obtained, and dates of obtainment]:

7. Membership of Professional Associations:

8. Other Training:

9. Countries of Work Experience:


[List countries where staff has worked in the last ten years]:

10. Languages [For each language indicate proficiency: good, fair, or poor in speaking,
reading, and writing:

11. Employment Record:


[Starting with present position, list in reverse order every employment held by staff member
since graduation, giving for each employment (see format here below): dates of
employment, name of employing organization, positions held.]:

From [Year]:
To [Year]:
Employer:

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Positions held:
12. Detailed Tasks Assigned
[List all tasks to be performed under this Assignment/job]

13. Work Undertaken that Best Illustrates Capability to Handle the Tasks Assigned.
[Among the Assignment / jobs in which the staff has been involved, indicate the following
information for those Assignment/jobs that best illustrate staff capability to handle the
tasks listed under point 12.]

Name of Assignment/job or project: Year:


Location:
Employer:
Main project features:
Positions held:
Activities performed:
14. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly
describes myself, my qualifications, and my experience. I understand that any willful
misstatement described herein may lead to my disqualification or dismissal, if engaged.

Date: [Signature of Professional]


Place:
[Full name]

Notes:
1. Use separate form for each Key Personnel and Professional Personnel.

2. Each page of the CV shall be signed in ink by the Personnel concerned of the Bidder firm
along with the seal of the firm.

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RFP Form-7

Power of Attorney

Know all men by these presents, We,………………(name of Firm and address of the
registered office) do hereby constitute, nominate, appoint and authorize Mr./
Ms…………………son/daughter/wife and presently residing at ..................... , who is

presently employed with/ retained by us and holding the position


of…………………………. as our true and lawful attorney (herein after referred to as the
“Authorised Representative”) 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 Transaction Consultant for providing Transaction Advisory
Services Mountain Railway Project proposed to be developed ................................... by
the RLDA including but not limited to signing and submission of all applications/bids,
proposals and other documents and writings, participating in pre-bid and other conferences
and providing information/ responses to the Authority, representing us in all matters before
the Authority, signing and execution of all contracts and undertakings consequent to
acceptance of our proposal and generally dealing with the Authority in all matters in
connection with or relating to or arising out of our Proposal for the said Project and/or upon
award thereof to us till the entering into of the Agreement with the Authority.

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 the
powers 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 WHERE OF WE, ............................. THE ABOVE

NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS DAY OF


................................................, 2021

For ................................................

(Signature, name, designation and address)

Witnesses:

1.

2.

Notarised

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Accepted

(Signature, name, designation and address of the Attorney)

Notes:

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

 Wherever required, the Bidder should submit for verification the extract of the charter
documents and other documents such as a resolution/power of attorney in favour of the
person executing this Power of Attorney for the delegation of power hereunder on behalf of
the Bidder.

 For a Power of Attorney executed and issued overseas, the document will also have to be
legalized by the Indian Embassy and notarized in the jurisdiction where the Power of Attorney
is being issued. However, the Power of Attorney provided by Bidders from countries that have
signed the Hague Legislation Convention, 1961 are not required to be legalized by the Indian
Embassy if it carries a conforming Apostle certificate.

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RFP Form 8
Bid Security Declaration
(Refer Clause-3 Part I of RFP)

Date:
RFP No.:
To
The Vice Chairman,
Rail Land Development Authority
Unit-702/B, 7th Floor, Konnectus Tower-II,
DMRC Building, Bhavbhuti Marg, New delhi-110002

I/We, M/s (Name of Applicant/Bidder) am/are aware that I/We have


been exempted from submission of Earnest Money Deposit in lieu of this Bid Security
Declaration. I/We understand and accept that if I/We withdraw or modify my/our bid within the
bid validity period or if awarded the tender and on being called upon to submit the Performance
Security fail to submit the same within the stipulated time period mentioned in tender
documents or on being called upon to sign the contract agreement fail to sign the same within
the stipulated period mentioned in tender documents, I/We i.e. (name of
applicant/Bidder), the bidder shall be banned from submission of bid in any
Works/Service Tender issued by RLDA for a period of 12 months from the date of such
banning done either invited in physical mode or on e-platform of RLDA i.e.
www.tenderwizard.com/RLDA.

Name of the Authorized Signatory:


Signature of Authorized Signatory:
Seal of Bidder:

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Part-IV: Format for Consultancy Agreement

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CONSULTANCY AGREEMENT

DATED , 2021

Between

RAIL LAND DEVELOPMENT AUTHORITY (RLDA)

And

[M/s]

For

TRANSACTION CONSULTANT FOR PROVIDING TRANSACTION ADVISORY


SERVICES FOR MONETIZATION OF MOUNTAIN RAILWAY PROJECT OF INDIAN
RAILWAYS
[RFP No. RLDA/RFP/CT-08 of 2021]

Office of the:
Vice Chairman,
Rail Land Development Authority,
Unit No.702-B, 7th Floor, Konnectus Tower-II,
DMRC Building, Bhavbhuti Marg, New Delhi - 110002

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AGREEMENT

THIS AGREEMENT is hereby entered into on the day of , 2021 at New Delhi.

By and Between

RAIL LAND DEVELOPMENT AUTHORITY (RLDA) a Statutory body under the Ministry
of Railways , Govt. of India having its office Unit No. 702-B, 7th Floor, Konnectus Tower-II,
DMRC Building, Ajmeri Gate, New Delhi – 110002 represented through Shri [Dy.
General Manager/Tender] (hereinafter referred to as “RLDA”, which expression shall, unless
excluded by or repugnant to the context, be deemed to include its successors in office, its
officers, legal representatives and assigns) on the one part.

And

M/s, having their office at [] represented through-------------------------- (hereinafter referred to


as “the Consultant”, which expression shall, unless excluded by or repugnant to the context,
be deemed to include its successors in office, legal representatives and assigns) on the other
part.

WHEREAS
(1) The RLDA is a statutory authority constituted for the purpose of developing vacant Railway
land and Air Space for commercial use at different locations on various zonal Railways.
(2)The RLDA is desirous of TRANSACTION CONSULTANT FOR PROVIDING TRANSACTION
ADVISORY SERVICES FOR MONETIZATION OF MOUNTAIN RAILWAY PROJECT OF
INDIAN RAILWAY,
(3) RLDA has issued Request for Proposal for Consultancy Services for on [] (herein
after referred to as „RFP‟), for Tender No. [RLDA/RFP/CT – 08 of 2021], containing the
“Terms of Reference” on the Scope of Work; Deliverables and Indicative Time Frame; and the
Draft Report and “Instructions to Bidders”.
Both “Terms of Reference” and “Instructions to Bidders” form an integral part of this contract.
(4) The Consultant is an independent Consultant having particular skill and expertise in the field
which RLDA wishes to utilize and hence RLDA has selected the Consultant pursuant to the
RFP for the purposes of the Project who has agreed to provide its services to the RLDA as
per Terms of Reference (TOR) (herein after referred to as “the Consultancy Services” or
“the Services”).
(5) The Consultant shall provide the Consultancy Services for the Site [] (hereinafter referred to
as “the Site”).
(6) The RFP along with Annexures to this Agreement form an integral part of the contract
between the parties.
NOW THE PARTIES HEREBY AGREE:-
1. INTERPRETATION

1.1 In this Agreement the following expressions shall have the following meanings:-
The letter of Acceptance (LoA) issued by RLDA together with this bid document shall be
treated as "Agreement".

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“Confidential Information” includes all information supplied by the RLDA to the Consultant
about the Project or the RLDA‟s affairs or finances or which comes into the possession of the
Consultant during the course, or as a consequence, of its providing the Services to the RLDA.
“Consultant‟s personnel” shall include the Consultants employees; any person engaged to
provide services by the Consultant and any other person acting on behalf of the Consultant.
"Force Majeure" means riots, war, and exceptional weather conditions for the time and
location of the Services, or any other cause beyond the reasonable control of the affected
party which by exercise of reasonable diligence could not 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 be provided by the
Consultant to the RLDA in accordance with this Agreement and as set out in Terms of
Reference of the RFP and shall include all works incidental thereto.
1.2 In this Agreement:-
1.2.1 A reference to any Act of Parliament or to any other legislative instrument shall 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 of convenience and
shall not affect the interpretation of the subject matter of various clauses of this Agreement.
2. CONSULTANCY SERVICES

2.1 The RLDA hereby engages the Consultant to provide Consultancy Services related to
Transaction Advisory Services for Monetization of Mountain Railways Projects of Indian
Railways.

1.2.1 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 detailed time-frame indicated in
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 his ability and
making full use of his skill, knowledge, experience, expertise and in a workman like manner
according to the highest standards acceptable in the industry and to the reasonable
satisfaction of RLDA.
3.2 In providing the Services, the Consultant shall devote such time and effort as may be required
to ensure proper performance of this Agreement duly within the time frame specified.
3.3 Time is the essence of the contract. Internal target dates as specified in TOR of the RFP,
should be strictly adhered to by the Consultant, failing which RLDA will have the right to take
action against the Consultant in accordance with the contract which includes, and is not
restricted to, imposition of liquidated damages vide Clause 4 of this Agreement and
termination as per Clause 6 &19 of the Agreement.
3.4 In providing the Services the Consultant shall comply with all the prevailing laws and
legislation in force, both local and Central.
3.5 The Consultant shall, apart from providing services as mentioned in TOR of the RFP,
 Hold meetings with RLDA Officials as required during the period of this Agreement,
 Liaison with the RLDA Officials as often and in such manner as may be necessary to secure
the satisfactory and timely completion of the Services,
 At all times act in good faith; and

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

4.1 Delays: Any delay by the Consultant in the commencement or delay in performance of its
contractual obligations shall render the Consultant liable to any or all of the following:
a) Imposition of Liquidated damages (L.D.) @ 0.5% of the contract value per week, subject to
maximum of 10% of the contract value.
b) Termination of the contract, in terms of Clause 6 below.

4.2 Extension of Time.


Any delay/ non-performance arising out of / caused by reasons not attributable to and not under
control of the Consultant, shall not attract the sanctions mentioned in Clause 4.1 above. If at
any time during performance of the Contract, the Consultant encounters such conditions
impeding timely completion of the work under the Contract and performance of 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 the Consultant‟s notice, RLDA shall evaluate the situation
and may at its discretion (which shall not be unjust/unreasonable) extend the Consultant‟s time
for performance, in which case the extension shall be ratified by the parties by amendment of
the Contract.
5. Force Majeure

5.1 The Consultant shall not be liable for payment of liquidated damages or termination for default,
to the extent that, delay in performance or other failure to perform its obligations under the
Contract is the result of an event of Force Majeure.
5.2 If a Force Majeure situation arises, either party shall promptly notify the other party in writing of
such conditions and the cause thereof. Unless otherwise directed by the RLDA in writing, the
Consultant shall continue to perform its obligations under the Contract as far as is reasonably
practical, and shall seek all reasonable alternative means for performance not prevented by the
Force Majeure event.
5.3 However, RLDA may terminate this Contract by giving a written notice of minimum 7 days to the
Consultant, if as a result of Force Majeure the Consultant is unable to perform a material portion
of the services for a period of more than 30 days. Material portion of the services for the
purposes of this clause is defined in terms of deliverable and time frames mentioned in „Terms
of Reference‟ of the RFP. Termination pursuant to this Clause will not prejudice any pre-existing
claims which either party may have against the other party.
6. Termination

6.1 Without prejudice to the succeeding provision of this clause, the Agreement shall come to an
end after the Consultant has rendered all the services to the satisfaction of the RLDA and the
same are accepted by RLDA.
6.2 The RLDA may, by giving notice in writing, immediately terminate this Agreement if the
Consultant or any of the Consultant‟s personnel:
6.2.1 Breaches any of the terms of this Agreement which, in case of a breach capable of being
remedied, is not remedied by the Consultant within ten days of receipt of a notice from RLDA
specifying the breach and requiring its remedy;
6.2.2 Having remedied the breach referred to in sub-paragraph 6.2.1 further breaches the terms of
the Agreement on two or more occasions;
6.2.3 Is incompetent, guilty of gross misconduct or any serious or persistent negligence or serious
or persistent default in the provision of the Services, including (but not limited to) the disclosure
to any person not authorized by RLDA of any Confidential Information;
6.2.4 Commits any offence under the Prevention of Corruption Act 1988;

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6.2.5 Fails or refuses to provide the Services required pursuant to the provision of this Agreement
after written warning;
6.2.6 Is guilty of delay in commencement of services or delay in performance of its contractual
obligations.
6.3 RLDA may also terminate this Agreement in terms of Clause 5.3.
6.4 If in the opinion of the RLDA, Consultant becomes or is in jeopardy of becoming insolvent or
bankrupt, or has a receiving order made against it, or compounds with its creditors, or any of
them RLDA shall be entitled to terminate this Agreement by notice to the Consultant. The
Consultant shall immediately notify RLDA should it be in jeopardy of becoming insolvent,
bankrupt or has a receiving order made against it or enters into a composition with its creditors
or any third party.
6.5 Any act on the part of the parties after termination of this Agreement by way of communication,
correspondence etc., shall not be construed as an extension or revival of validity of this
Agreement. In the event of early termination of this Agreement for any reason, the liability of the
Parties shall be restricted to the amounts that have become payable to the Parties till the date
of termination of the Agreement.
6.6 RLDA also reserves the right to short close the Agreement any time after evaluation of Draft
Report and/or Final Report. No compensation shall be payable beyond the services payable as
per Payment Schedule
7. AMENDMENT/WAIVER

7.1 No amendment, modification or waiver of any provision of this Agreement shall in any event be
effective unless the same has been made in writing and signed by a duly authorized officer of
each of the parties, and approved in writing by other and any waiver or consent shall be effective
only in the specific instance and for the specified purpose for which it is given.
8. LIABILITY OF CONSULTANT TO THE CLIENT

8.1 Except in case of negligence or wilful misconduct on the part of the Consultants or on the part
of any person or firm acting on behalf of the Consultants in carrying out the Services, the
Consultants, with respect to damage caused by the Consultants to the Client‟s property, shall
not be liable to the Client: For any indirect or consequential loss or damage; and for any direct
loss or damage that exceeds the total payments for Professional Fees and Reimbursable
Expenditure made or expected to be made to the Consultants hereunder.
9. CONFIDENTIAL INFORMATION

9.1 The Consultant agrees to treat all confidential information of RLDA as secret and confidential at
all times.
9.2 The Consultant shall not, save for in situations falling under Clause 9.3 below, at any time, for
any reason, disclose or permit to be disclosed to any person any Confidential information and
the Consultant shall not otherwise make use of or permit any use to be made of any Confidential
information by any person. The Consultant agrees that the confidential information will not be
disclosed by it or its personnel to third parties either during or after the termination of this
Agreement. The provisions of this Clause shall survive the termination of this Agreement.
9.3 Without prejudice to Clauses 9.1 and 9.2 the Consultant may disclose confidential information
to only those of its personnel who need to know it in order to provide the Service. However, in
doing so the Consultant shall at all times ensure that its personnel involved in providing the
Service, or who otherwise come across Confidential information in the course of their duties are
made aware of the confidential nature of information and do not disclose it or otherwise breach
the provisions of this section.

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9.4 In the event any confidential information is disclosed by the Consultant or any of its personnel,
RLDA will have the right to take action against the Consultant under the law as it may be advised
for unauthorized disclosure of confidential information, notwithstanding any Agreement between
the Consultant and its personnel.
9.5 On termination of this Agreement (however such termination may arise) the Consultant shall
deliver to the RLDA all working papers, computer disks and tapes or other material and copies
provided to the Consultant by RLDA pursuant either to this Agreement or to any previous
obligation owed to the RLDA regarding the Project.
10. INTELLECTUAL PROPERTY

10.1 The Consultant warrants that in providing the Services it shall not infringe copyright, patent,
confidential information or any other intellectual property right of any third party and
indemnifies the RLDA against any claim made against it arising from any infringement of any
intellectual property right belonging to any third party. In the event, the Consultant relies on or
make use of any intellectual property right belonging to a third party, the Consultant would be
solely responsible to negotiate and pay the royalty to the third party and no such expenditure
would be payable by the RLDA.
10.2 The copyright including the database rights in all the works produced during the course of or
in consequence of providing the Services shall belong to the RLDA absolutely. RLDA will be
the owner of the copyright in the works produced during the course of providing service. RLDA
has the right to use the same anywhere else, without paying extra compensation to the
Consultant.
11. DISPUTES

11.1 Any disputes which may arise as to the terms of this contract will be dealt with in accordance
with the provision of clause 11.
11.2 If any dispute arises between the parties in relation to this contract, then either party may
request the other to participate in a meeting of their respective senior managers or any other
authorized officer/representative, in order to discuss the dispute and to agree to a strategy to
resolve it. The Parties shall then liaise in good faith to arrange and implement the meeting
within ten (10) working days and shall exchange statements at least three (3) clear working
days prior to the date of the meeting, setting out their respective views of the issues, which
are in dispute.
11.3 If not withstanding any steps taken by the parties pursuant to paragraph 11.2, the dispute
between them remains unresolved within one (1) month of the date on which the dispute
arose, then the matter will be referred to the Board of Directors/Board of Members of the
respective parties, setting out the respective views on the issues and for the purpose of
resolution of the dispute. If within fourteen (14) days, or such longer period as the parties may
agree, of such request they fail to meet or resolve the dispute then clause 11.4 will apply.
11.4 If not withstanding any steps taken by the parties pursuant to Clause 10.3 the dispute
remains unresolved within the time period previously agreed, then either party may serve
notice on the other to require the dispute to be referred to arbitration. The Sole Arbitrator(s)
shall be appointed mutually by both the parties form the Arbitrator panels suggested by
Arbitral Institution or High Court or Supreme Court. In case parties failed to appoint sole
arbitrator then the same shall be appointed through High Court or Supreme Court as the
case may be in accordance with the provision of Arbitration and Conciliation Act 1996 as
amended from time to time. The arbitration proceedings shall take place at Delhi in
accordance with the Arbitration and Conciliation Act 1996, as may be amended or re-
enacted from time to time”.

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12. NOTICES

12.1 Any notices to be served by the parties under this contract shall (subject to any contrary
provision of this contract) are served by registered post or courier or facsimile transmission
or e-mail and any notice:-
12.1.1 To the RLDA shall be sent to Vice Chairman or to such other person/address as may from
time to time be notified to the Consultant by the RLDA for the purposes of this paragraph;
to the Consultant, shall be addressed to the Consultant at the premises, or to such other
person/address as may from time to time be notified to the RLDA by the Consultant for the
purposes of this paragraph.
12.2 If a notice is served by:
12.2.1 Registered post or courier, it shall be deemed served on the second working day after
posting;
12.2.2 Facsimile transmission (FAX) or e-mail, shall be deemed served on the day of its
transmission if transmitted prior to 6.00 pm, or if it is transmitted after this time on the day in
question then it shall be deemed served on the next working day;
12.2.3 Either party may give notice to the other of change of address/ tele-fax nos. for Service of
Notices in accordance with the provisions of this Clause 14.
13. GOVERNING LAW

13.1 This Agreement shall be governed by and construed in accordance with the substantive
laws of India.
14. ASSIGNMENT

14.1 This Agreement is personal to the Bidder and any right or obligation arising under it may only
be sub-contracted, assigned or otherwise transferred with the prior consent in writing of the
RLDA, except to the extent mentioned elsewhere in this Agreement, more specifically in the
„Instructions to Bidders‟ of the „RFP‟.

15. CONFLICT OF INTEREST

15.1 A Bidder shall not have a conflict of interest with regard to this assignment. Any Bidder found
to have such a conflict of interest shall be disqualified.
15.2 RLDA requires that the Bidder provide professional, objective, and impartial advice and at
all times hold Authority‟s interests paramount, avoid conflicts with other assignments or their
own corporate interests, and act without any consideration for future work. The Bidder shall
not accept or engage in any assignment that would be in conflict with its prior or current
obligations to other employers, or that may place it in a position of not being able to carry
out the assignment in the best interests of Authority.
15.3 Without limitation on the generality of the foregoing, the Bidders, and any of its associates
shall be considered to have a conflict of interest and shall not be selected under any of the
circumstances set forth below:
(a) If there is a conflict among this and other consulting assignments of the Bidder (including its
personnel and sub-Bidders) and any subsidiaries or entities controlled by such Bidder. The
duties of the Bidder depend on the circumstances of each case. While providing consultancy
services to Authority for this particular assignment, the Bidder shall not take up any
assignment that by its nature will result in conflict with the present assignment.
(b) A firm which has been engaged by Authority to provide goods or works for a project, and
any of its affiliates, will be disqualified from providing consulting services for the same
Project. Conversely, a firm hired to provide consulting services for the preparation of

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implementation of a project, and any of its affiliates, will be disqualified from subsequently,
providing goods or works or services related to the same project.
(c) A Bidder eventually appointed to provide Consultancy for this Project, as well as any of its
affiliates, shall be disqualified from subsequently providing goods or works or services
related to the construction and execution of the same Project (other than a continuation of
the firm‟s earlier consulting services).

16. SEVERABILITY

16.1 If any provision of this Agreement is held illegal or unenforceable by any court or other
authority of competent jurisdiction, such provision shall be deemed severable from the
remaining provisions of this Agreement and shall not affect or impair the validity or
enforceability of the remaining provision of this Agreement.

17. BIDDER‟S WORK ON THE CONSULTANCY TO BE THE PROPERTY OF RLDA:

17.1 All deliverables (including the basis for various worksheets in soft form/any software) shall
become the property of Railway Board/RLDA and shall be used by Railway Board/RLDA as
deemed fit. Soft copies of deliverables shall also be furnished as required by Railway
Board/RLDA.
18. WAIVER

18.1 Any failure on the part of any party hereto to comply with any of its obligations, agreements
or conditions hereunder may be waived in writing by the other party to whom such
compliance is owed. In absence of such written waiver, no forbearance or other failure to
insist on prompt Compliance with any obligation, agreements or conditions hereunder shall
be deemed to constitute a waiver of the rights of the party to whom compliance is owed.
AS WITNESS the signatures for and on behalf of the parties hereto

Signed for and on behalf of the RLDA:

()
Dy. General Manager/Tender
Rail Land Development Authority (RLDA)
(Stamp and Seal)

On this day of 2021

Signed for and on behalf of the Consultant:


( )

For and on behalf of M/s


(Stamp and Seal)

On this day of 2021

In the presence of following witnesses:

1. Witness signature :

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Witness name :
Address :
Occupation :
2. Witness signature :
Witness name :
Address :
Occupation :

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

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Annexure-1
Terms of Reference
(Part-II to be Reproduced)

-Tender Document Attached-

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Annexure-2
Deliverables, Time Frame and payment schedule
(Part II, TOR or the revised schedule given in the future assignments to be reproduced)

-Tender Document Attached-

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Annexure-3
Performance Security

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Monetization Of Mountain Railway Project Of Indian Railways Pg 57
Bid No.: RLDA/RFP/CT- 08 of 2021
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Annexure-4
LOA

Signature of Consultant
Engagement Of Transaction Consultant For Providing Transaction Advisory Services For
Monetization Of Mountain Railway Project Of Indian Railways Pg 58
Bid No.: RLDA/RFP/CT- 08 of 2021
of 61

Annexure-5
Financial Bid

Signature of Consultant
Engagement Of Transaction Consultant For Providing Transaction Advisory Services
ForMonetization Of Mountain Railway Project Of Indian Railways
Pg59
Bid No.: RLDA/RFP/CT- 08 of 2021
of 61

Annexure -6

Performa for
Bank Guarantee Bond for Performance Security

The Vice Chairman, Date of Issue:


Rail Land Development Authority,
Unit No. 702-B, 7th Floor, Konnectus Tower-II,
DMRC Building, Bhavbhuti Marg,
New Delhi-110002

Reference:

Bank Guarantee Bond for Performance Security


In consideration of Railway Land Development Authority (RLDA) (hereinafter referred as the Client,
which expression shall, unless repugnant to the context or meaning thereof include its successors,
administrators and permitted assigns) having awarded to M/s having its Office at
(herein after referred to as the Consultant which expression shall repugnant to the context or
meaning thereof, include its successors, administrators, executors and assigns), a contract by
issue of clients Letter of Acceptance No. Dated and the same having been
unequivocally accepted by the consultant, resulting in a contract valued at Rs.
(Rupees ) excluding service tax for consultancy services pertaining to
(hereinafter called the contract), and the consultant having agreed to furnish a Bank Guarantee to
the client as Performance Security as stipulated by the Client in the said contract for performance
of the above contract amounting to Rs. (Rupees )

We, the , having its Registered


Office at (herein after referred to as The Bank
which expression shall, unless repugnant to the context or meaning thereof, include all its successors,
administrators, executors and permitted assignees) do hereby Guarantee and undertake forthwith
pay to the Client, in full, without any deductions, set-off or counter claim whatsoever to pay the Client
immediately on First Demand any or, the sum claimed by the Client which shall not exceed Rs./-
(Rupees ) as
aforesaid at any time up to without any demur,
reservation, contest, recourse or protest and / or without any reference to or enquiry from the
consultant. Any such demand made by the Client on the Bank shall be conclusive and binding not
withstanding any difference between the Client and the Consultant or any dispute pending before
any Court, Tribunal, Arbitrator or any other Authority, we agree that the Guarantee herein contained
shall be irrevocable and shall continue to be enforceable till the Client discharges this Guarantee or
upto , whichever is earlier.
The Client shall have the fullest liberty without affecting in any way the liability of the Bank under
this Guarantee, from time to time to vary or to extend the time for performance of the contract by

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Engagement Of Transaction Consultant For Providing Transaction Advisory Services Pg60
ForMonetization Of Mountain Railway Project Of Indian Railways
Bid No.: RLDA/RFP/CT- 08 of 2021 of 61

the consultant. The Client shall have the fullest liberty without affecting this Guarantee, to postpone
from time to time the exercise of any powers vested in them or of any right which they might have
against the consultant and to exercise the same at any time in any manner, and either to enforce
or to forbear to enforce any covenants, contained or implied, in the contract between the Client and
the Consultant any other course or remedy or security available to the Client. The Bank shall not
be relieved of its obligations under these presents by any exercise by the Client of its liberty with
reference to the matters foresaid or any of them or by reason of any other Act or forbearance or
other acts of omission or commission on the part of the Client or any other indulgence shown by
the Client or by any other matter or thing whatsoever which under law would but for this provision
have the effect of relieving the Bank.

The Bank also agrees that the Client at its option shall be entitled to enforce this Guarantee against
the Bank as a principal debtor, in the first instance without proceeding against the consultant and
not withstanding any security of other guarantee that the client may have in relation to the
consultants liabilities.

The Client shall be entitled to make unlimited number of demands under this Bank Guarantee,
provided that the Aggregate of all sums paid shall not exceed the Guaranteed amount.

The Bank shall make the payment here under against the receipt of a demand without 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 the Client.

The Bank Guarantee shall be continuing irrevocable obligation during its currency.
Any waivers, extensions of time or other forbearance given or variations required under the contract
or any invalidity, unenforceability or illegality of the whole or any part of the contract or rights, of any
party thereto, or amendment or other modification of the contract, or any other fact, circumstance,
provision of statue of Law which might, entitle the Bank to be released in whole or in part from its
undertaking, were its liability to be secondly and not primary, shall not in any way release the Bank
from its obligations under this Bank Guarantee.

Any demands, shall be deemed to have been duly served:


If delivered by hand, when left at the property address for service; and if given or made by pre-paid
Registered Post, when received, provided in any scenario the same is received by the Bank on or
before This Bank Guarantee shall be governed by and construed in accordance with the Laws of
the republic of India and the parties to this Bank Guarantee hereby submit to the jurisdiction of the
courts of New Delhi for the purposes of setting any disputes or differences which may arise out of
or in connection with this Bank Guarantee, and for 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 and including date
and may be extended from time to time for such period as may be desired by M/s.
, on whose behalf 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 thereof under this Bank Guarantee

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Engagement Of Transaction Consultant For Providing Transaction Advisory Services Pg61
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Bid No.: RLDA/RFP/CT- 08 of 2021
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only and only if you serve upon us a Written Claim or demand on or before .

Place: New Delhi.

Date:

For Bank
.

Note: The Bank must mention receiver‟s details as ICICI Bank IFSC ICIC000007, Branch
Connaught Place, New Delhi at which SFMS IFN 760 message shall be sent by the
issuing Bank through SFMS, to establish the authenticity of issued Bank Guarantee
Bond.

* * * * * * *

Digitally signed
by HEMANT
KUMAR
Date:
2021.05.04
Signature of Consultant 11:45:07 IST
Reason: PDF
Authenticated

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