User:Rajesh Engineering

=RFQ for ELEVATED RAIL CORRIDOR IN MUMBAI= =DISCLAIMER= The information contained in this Request for Qualification document (the “RFQ”) or subsequently provided to Applicant(s), whether verbally or in documentary or any other form, by or on behalf of the Authority or any of its employees or advisors, is provided to Applicant(s) on the terms and conditions set out in this RFQ and such other terms and conditions subject to which such information is provided.

This RFQ is not an agreement and is neither an offer nor invitation by the Authority to the prospective Applicants or any other person. The purpose of this RFQ is to provide interested parties with information that may be useful to them in the formulation of their application for qualification pursuant to this RFQ (the “Application”). This RFQ includes statements, which reflect various assumptions and assessments arrived at by the Authority in relation to the Project. Such assumptions, assessments and statements do not purport to contain all the information that each Applicant may require. This RFQ may not be appropriate for all persons, and it is not possible for the Authority, its employees or advisors to consider the investment objectives, financial situation and particular needs of each party who reads or uses this RFQ. The assumptions, assessments, statements and information contained in this RFQ may not be complete, accurate, adequate or correct. Each Applicant should therefore, conduct its own investigations and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments, statements and information contained in this RFQ and obtain independent advice from appropriate sources.

Information provided in this RFQ to the Applicant(s) is on a wide range of matters, some of which may depend upon interpretation of law. The information given is not intended to be an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. The Authority accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein.

The Authority, its employees and advisors make no representation or warranty and shall have no liability to any person, including any Applicant or 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 RFQ or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the RFQ and any assessment, assumption, statement or information contained therein or deemed to form part of this RFQ or arising in any way with pre-qualification of Applicants for participation in the Bidding Process.

The Authority also accepts no liability of any nature whether resulting from negligence or otherwise howsoever caused arising from reliance of any Applicant upon the statements contained in this RFQ.

The Authority may, in its absolute discretion but without being under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this RFQ.

The issue of this RFQ does not imply that the Authority is bound to select and shortlist pre-qualified Applications for Bid Stage or to appoint the selected Bidder or Concessionaire, as the case may be, for the Project and the Authority reserves the right to reject all or any of the Applications or Bids without assigning any reasons whatsoever.

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

Background
The Ministry of Railways (the “MOR”) having its principal office at Railway Board, Rail Bhavan, Raisina Road New Delhi – 110001, India (the “Authority”) has decided to undertake development of a new Elevated Rail Corridor (ERC)1 between Oval Maidan and Virar of Western Railway in Mumbai area (the “Project”) through Public-Private Partnership (the “PPP”) on Design, Build, Finance, Operate and Transfer (the "DBFOT") basis, and has decided to carry out the bidding process for selection of a private entity as the bidder to whom the Project may be awarded. A brief description of the project may be seen in the Information Memorandum of the Project at the Authority’s website http://www.indianrailways.gov.in. table

The Authority intends to pre-qualify and short-list suitable Applicants (the “Bidders”) who will be eligible for participation in the Bid Stage, for awarding the Project through an open competitive bidding process in accordance with the procedure set out herein.

The selected Bidder, who is either a company incorporated under the Companies Act, 1956 or undertakes to incorporate as such prior to execution of the concession agreement (the “Concessionaire”) shall be responsible for designing, engineering, financing, procurement, construction, operation and maintenance of the Project under and in accordance with the provisions of a long - term concession agreement (the “Concession Agreement”) to be entered into between the Concessionaire and the Authority in the form provided by the Authority as part of the Bidding Documents pursuant hereto.

The scope of work will broadly include design, financing, construction, operation and maintenance of the elevated rail corridor generally along the right of way of Western Railway’s Churchgate - Virar section together with Real EstateDevelopment at select locations (the details of which would be provided at theRFP stage) and provision of Project Facilities in conformity with the provisions of the Concession Agreement.

Indicative capital cost of the Project (the “Estimated Project Cost”) will be revised if necessary and specified in the Bidding Documents of the Project. The assessment of actual costs, however, will have to be made by the Bidders.

The Authority shall receive Applications pursuant to this RFQ in accordance with the terms set forth herein as modified, altered, amended and clarified from time to time by the Authority, and all Applications shall be prepared and submitted in accordance with such terms on or before the date specified in Clause 1.3 for submission of Applications (the “Application Due Date”).

Brief description of Bidding Process
The Authority has adopted a two-stage process (collectively referred to as the "Bidding Process") for selection of the bidder for award of the Project. The first stage (the "Qualification Stage") of the process involves qualification (the “Qualification”) of interested parties/ consortia who make an Application in accordance with the provisions of this RFQ (the "Applicant", which expression shall, unless repugnant to the context, include the Members of the Consortium). Prior to making an Application, the Applicant shall pay to the Authority a sum of INR.10,00,000 (Rupees ten lakh) as the cost of the RFQ process. Payment for the RFQ document shall be made by way of a Demand Draft drawn in favour of FA & CAO, Northern Railway and payable at New Delhi, India. At the end of this stage, the Authority expects to announce a short-list of up to 6 (six) suitable prequalified Applicants who shall be eligible for participation in the second stage of the Bidding Process (the "Bid Stage") comprising Request for Proposals (the “Request for Proposals” or “RFP”).

Government of India has issued guidelines (see Appendix-V) for qualification of bidders seeking to acquire stakes in any public sector enterprise through the process of disinvestment. These guidelines shall apply mutatis mutandis to this Bidding Process. The Authority shall be entitled to disqualify an Applicant in accordance with the aforesaid guidelines at any stage of the Bidding Process. Applicants must satisfy themselves that they are qualified to bid, and should give an undertaking to this effect in the form at Appendix-I.

In the Qualification Stage, Applicants would be required to furnish all the information specified in this RFQ. Only those Applicants that are pre-qualified and short-listed by the Authority shall be invited to submit their Bids for the Project. The Authority is likely to provide a comparatively short time span for submission of the Bids for the Project. The Applicants are, therefore, advised to visit the site and familiarise themselves with the Project. The Applicants may also examine the Feasibility Report (the “FR”), the Manual of Standards and Specifications (the “Manual”), the Model Concession Agreement for Urban Rail Transit Systems published by the Planning Commission (the “MCA”) and other details relating to the project, which are available in the nominated Data Room ofthe Authority. A list of the documents available in the nominated Room will be provided by the Authority to each Applicant.

In the Bid Stage, the Bidders will be called upon to submit their financial offers (the "Bids") in accordance with the RFP and other documents to be provided by the Authority (collectively the "Bidding Documents"). The Bidding Documents for the Project will be provided to every Bidder on payment of INR 20,00,000 (Rs. twenty lakh only)$.The Bid shall be valid for a period of not less than 120 days from the date specified in Clause 1.3 for submission of bids (the “Bid Due Date”).

In terms of the RFP, a Bidder will be required to deposit, along with its Bid, a bid security of INR 125 Cr. (Rupees one hundred and twenty five crores) (the "Bid Security")2, refundable not later than 60 (sixty) days from the Bid Due Date, except in the case of the selected Bidder whose Bid Security shall be retained till it has provided a Performance Security under the Concession Agreement. The Bidders will have an option to provide Bid Security in the form of a demand draft or a bank guarantee acceptable to the Authority and in such event, the validity period of the demand draft or bank guarantee, as the case may be, shall not be less than 180 (one hundred and eighty) days from the Bid Due Date, inclusive of a claim period of 60 (sixty) days, and may be extended as may be mutually agreed between the Authority and the Bidder from time to time. The Bid shall be summarily rejected if it is not accompanied by the Bid Security.

Generally, the Highest Bidder shall be the selected Bidder. The remaining Bidders shall be kept in reserve and may, in accordance with the process specified in the RFP, be invited to match the Bid submitted by the Highest Bidder in case such Highest Bidder withdraws or is not selected for any reason. In the event that none of the other Bidders match the Bid of the Highest Bidder, the Authority may, in its discretion, invite fresh Bids from the remaining Bidders or annul the Bidding Process, as the case may be.

During the Bid Stage, Bidders are invited to examine the Project in greater detail, and to carry out, at their cost, such studies as may be required for submitting their respective Bids for award of the concession including implementation of the Project.

As part of the Bidding Documents, the Authority will provide a draft Concession Agreement and feasibility report prepared by the Authority/ its consultants and other information pertaining/ relevant to the Project available with it.

Bids will be invited for the Project on the basis of the lowest financial grant (the "Grant") required by a Bidder for implementing the Project or the highest premium in the form of revenue share and/or upfront payment. A Bidder may, instead of seeking a Grant, offer to pay a premium in the form of revenue share and/ or upfront payment, as the case may be, (the "Premium") to the Authorityfor award of the concession. The concession period shall be pre-determined, and will be indicated in the draft Concession Agreement forming part of the Bidding Documents. The Grant/ Premium amount shall constitute the sole criteria for evaluation of Bids. The Project shall be awarded to the Bidder quoting the highest Premium, and in the event that no Bidder offers a Premium, then to the Bidder seeking the lowest Grant.

In this RFQ, the term “Highest Bidder” shall mean the Bidder who is offering the highest Premium, and where no Bidder is offering a Premium, the Bidder seeking the lowest Grant shall be the Highest Bidder.

The Concessionaire shall be entitled to levy and charge pre-determined user fees from users of the Project.

Further and other details of the process to be followed at the Bid Stage and the terms thereof will be spelt out in the Bidding Documents.

Any queries or request for additional information concerning this RFQ shall be submitted in writing or by fax and e-mail to the officer designated in Clause 2.13.3 below. The envelopes/ communications shall clearly bear the following identification/ title:

"Queries/ Request for Additional Information: RFQ for Elevated rail corridor (ERC) between Oval Maidan and Virar in Mumbai (the ‘Project’)”

Schedule of Bidding Process (dates to be revised)
The Authority shall endeavour to adhere to the following schedule: Event Description Date Qualification Stage 1. Last date for receiving queries 16th August,2012 2. Pre-Application Conference 24thth August, 2012 3. Authority response to queries latest by 31st August, 2012 4. Application Due Date 16th October, 2012 5. Announcement of short-list Within 15 days of Application Due Date Bid Stage Estimated Date 1. Sale of Bid Documents 4th December, 2012 2. Last date for receiving queries 31st December,2012 3. Pre-Bid meeting - 1 7th January,2013 5 4. Authority response to queries latest by 14th January, 2013 5. Pre-Bid meeting - 2 28th January, 2013 6. Bid Due Date 12th February, 2013 7. Opening of Bids On Bid Due Date 8. Letter of Award (LOA) Within 30 days of Bid Due Date 9. Validity of Bids 120 days of Bid Due Date 10. Signing of Concession Agreement Within 30 days of award of LOA

=INSTRUCTIONS TO APPLICANTS=

Scope of Application
The Authority wishes to receive Applications for Qualification in order to shortlist experienced and capable Applicants for the Bid Stage.

Short-listed Applicants may be subsequently invited to submit the Bids for the Project.

Eligibility of Applicants
For determining the eligibility of Applicants for their pre-qualification hereunder, the following shall apply:

(a)
The Applicant for pre-qualification may be a single entity or a group of entities (the “Consortium”), coming together to implement the Project. However, no applicant applying individually or as a member of a Consortium, as the case may be, can be member of another Applicant. The term Applicant used herein would apply to both a single entity and a Consortium.

(b)
An Applicant may be a natural person, private entity, government-owned entity or any combination of them with a formal intent to enter into an agreement or under an existing agreement to form a Consortium. A Consortium shall be eligible for consideration subject to the conditions set out in Clause 2.2.6 below.

(c)
An Applicant shall not have a conflict of interest (the “Conflict of Interest”) that affects the Bidding Process. Any Applicant found to have a Conflict of Interest shall be disqualified. An Applicant shall be deemed to have a Conflict of Interest affecting the Bidding Process, if:

(i)
The Applicant, its Member or Associate (or any constituent thereof) and any other Applicant, its Member or any Associate thereof (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this disqualification shall not apply in cases where the direct or indirect shareholding of an Applicant, its Member or an Associate thereof (or any shareholder thereof having a shareholding of more than 5 per cent of the paid up and subscribed share capital of such Applicant, Member or Associate, as the case may be) in the other Applicant, its Member or Associate is less than 5 per cent of the subscribed and paid up equity share capital thereof; provided further that this disqualification shall not apply to any ownership by a bank, insurance company, pension fund or a public financial institution referred to in section 4A of the Companies Act, 1956. For the purposes of this Clause 2.2.1(c), indirect shareholding held through one or more intermediate persons shall be computed as follows:

a
where any intermediary is controlled by a person through management control or otherwise, the entire shareholding held by such controlled intermediary in any otherperson shall be taken intoaccountfor computing the shareholding of such controlling person in the Subject Person; and (bb) subject always to sub-clause (aa) above, where a person does not exercise control over an intermediary, which has shareholding in the Subject Person, the computation of indirect shareholding of such person in the Subject Person shall be undertaken on a proportionate basis; provided, however, that no such shareholding shall be reckoned under this subclause

b
If the shareholding of such person in the intermediary is less than 26% of the subscribed and paid up equity shareholding of such intermediary; or

a
constituent of such Applicant is also a constituent of another Applicant; or such Applicant, or any Associate thereof receives or has received any direct or indirect subsidy, grant, concessional loan or subordinated debt from any other Applicant, or any Associate thereof or has provided any such subsidy, grant, concessional loan or subordinated debt to any other Applicant, its Member or any Associate thereof; or