Professional Documents
Culture Documents
RLDA - Mountain
RLDA - Mountain
RLDA - Mountain
(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.
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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.
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INDEX
S. No. Page
Contents
No.
Instructions for online Bid Submission/e-tendering
1 procedure/Guidelines Accessing/ Purchasing of Tender 4-6
Documents
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(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).
* * * * * * *
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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.
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.
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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,
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"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: -
(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
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 –
(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
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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‟.
1.11.1 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.
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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:
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.
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(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)
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.
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”
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.
(A) Prior to evaluation of Proposals, The Authority will determine whether each Proposal
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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
(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:-
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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)
4. Pre-Bid Conference -
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6.1 The Proposals must be properly signed by the authorized representative (the
“Authorized Representative”) of the applicant as detailed below:
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
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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.
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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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
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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.
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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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:
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
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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.
(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.
Signature of Bidder/Applicant
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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.
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
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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.
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- 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
*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.
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.
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
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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
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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.
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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.
* * * * * * *
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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
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.
Signature of Bidder/Applicant
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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
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(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Phone No.:
Signature of Bidder/Applicant
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Signature of Bidder/Applicant
Engagement of Transaction Consultant For Providing Transaction AdvisoryServices For Monetization of Mountain
Railway Projects of Indian Railways”
Pg 36
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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
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RFP Form-4
In terms of Para 4 of Part-II i.e. T.O.R. “REQUIREMENTS FOR KEY PERSONNEL PROPOSED TO BE DEPLOYED”
Tourism Expert
Conservation
Expert
Legal Expert
Signature of Consultant
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Projects of Indian Railways”
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RFP Form-5
Abstract of Assignments of Key Personnel
Signature of Consultant
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Bid No.: RLDA/RFP/CT- 08 of 2021 Dated 24.02.2021
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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]:
8. Other Training:
10. Languages [For each language indicate proficiency: good, fair, or poor in speaking,
reading, and writing:
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.]
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.
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.
Signature of Consultant
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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
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.
For ................................................
Witnesses:
1.
2.
Notarised
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Accepted
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.
Signature of Consultant
Pg 43
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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
Signature of Consultant
Pg 44
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CONSULTANCY AGREEMENT
DATED , 2021
Between
And
[M/s]
For
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 Consultant
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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
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.
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‟.
15.1 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.
17.1 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
()
Dy. General Manager/Tender
Rail Land Development Authority (RLDA)
(Stamp and Seal)
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)
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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)
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Annexure-3
Performance Security
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Annexure-4
LOA
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Annexure-5
Financial Bid
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Annexure -6
Performa for
Bank Guarantee Bond for Performance Security
Reference:
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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.
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only and only if you serve upon us a Written Claim or demand on or before .
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