CORRIGENDUM No.

2
to the
Request for Proposal
for
Appointment of Consultant for Technical, Commercial, Legal, Financial etc study and drafting the bid
document for demonstrative project on Hyperloop / any other emerging transportation technology

The following are the modifications to the Request for Proposal uploaded on 17.03.2023 & Corrigendum no. 1 uploaded
on 21.04.2023. The referenced provisions are to be read in the amended form as set out below. The deletions from the
earlier text of the Bidding Documents uploaded are indicated as strikethrough in red color and the additions are
underlined in green color.
Index/
Recital/
SN Article/ Modified Provision of the Bidding Document
Clause No./
Annexure/
Appendix

RFP
1. “31.05.2023” shall be read as “20.06.2023”
Documents

Detailed description of the objectives, scope of services, deliverables and other requirements
relating to this Consultancy are specified in this RFP. In case an applicant firm possesses the
requisite experience and capabilities required for undertaking the Consultancy, it may participate
in the Selection Process as proprietorship firms, partnership firms, companies, corporations,
consortia or joint venture (the "Applicant"). The manner in which the Proposal is required to be
submitted, evaluated and accepted is explained in this RFP.

In the case where a Applicant is or proposes to be a Joint Venture/ Consortium, then in Joint
Venture/Consortium:
 members should not be more than four (04)
 no member should have less than 10% participation;
Clause 2.1.1  members having participation between 10% and 20% shall be termed as non-substantial
2. members.
of RFP
 Members having more than 20% participation shall be termed as substantial members.
 The Lead member must have at least 40% participation.
 The lead member and various categories of members of the Joint Venture/Consortium
must be identified.
 Number of non-substantial members shall not be more than one (01)

The Joint Venture/Consortium and all members must satisfy all the eligibility requirements in
this RFP document.
Signature Not
Verified Joint Venture/Consortium and its members must jointly meet the conditions of Eligibility in
Digitally signed by Clause 2.2. The technical/ experience qualification of all Joint Venture/Consortium members
RAJESH KUMAR JAIN (substantial members, Lead member and non-substantial members) shall be evaluated jointly as
Date: 2023.05.23
16:41:31 IST
Reason: IREPS-CRIS
Location: New Delhi
 per Evaluation Criteria. However, for financial criteria of qualification, credentials of substantial
and lead members (excluding non-substantial members) shall only be considered.

All the members shall be jointly and severally liable for the entire Agreement if selected in the
RFP Process.

Only firms that are registered or incorporated in India are eligible to compete. A subsidiary
company, registered / incorporated in India, Applicant from certain countries shall be eligible
subject to certain conditions as detailed in Clauses 2.29 & 2.30 of this RFP. Applicant may
utilize the financial and technical credentials of their parent/holding company having more than
90% share in the subsidiary company either at its own (directly) and/or combined (indirectly)
through one or more of its subsidiary companies. The technical credentials of subsidiary(ies) in
which shareholding of the parent / holding company is more than 90% either at its own (directly)
and / or combined (indirectly) through one or more of its subsidiary companies, shall be treated
as the credentials of parent / holding company. This will be subject to submission of undertaking
by the parent / holding company in the prescribed format in Appendix –VII and certification
regarding subsidiary(ies) in the prescribed format in Appendix-VIII.

Notes:
The minimum eligibility criteria pertaining to specific work experience shall be fulfilled by
Clause partner(s) of the JV or by the sole Applicant bidding as an individual entity. Also, for additional
3. 2.2.2 of marks as per Clause 3.1 (I) in eligible assignment stated in 2.2.2(E), it shall be fulfilled by any
RFP partner(s) of the JV together or by the sole Applicant bidding as an individual entity. The
Applicant should provide details of eligible assignments that have been undertaken by it under
its own /parent /holding/subsidiary (as specified in clause 2.1.1 of this RFP) name as per Form-7
APPENDIX-I.

Graduation in Minimum overall professional experience

Clause Economics/Finance/ of 10 years.
4. 2.2.2 (D) of Financial MBA/PGDM in (S)He shall have executed at least 2
RFP 4
Expert Finance/ Chartered completed Eligible Assignment as Financial
Accountant or Expert or equivalent
equivalent

Clause (i) Consultancy Services for the project on Transport Sector involving Technical & financial
5. 2.2.2 E of feasibility study / financial modeling/ project structuring/ PPP transaction services /financial
RFP planning and execution of project, preparation of bid documents;
(i) The Applicant shall quote the amount as fee, excluding GST, including all expenditure like
conveyance, incidentals, out of pocket expenses etc. to be incurred on the Consultancy. The fee
Clause
6. of the Applicant shall be inclusive of all costs related to visits, attending meetings, conferences
2.15.2 of
and making suitable presentations, any statutory fees related to approvals/clearances/permits etc.
RFP
All taxes other than income tax, applicable from time to time shall be borne by the Authority
Taxes shall be applicable as per clause 1.11 of the Agreement.
The Applicant shall furnish as part of its Bid, a Bid Security of Rs. 6,16,300/- (six lakh sixteen
thousand and three hundred only) through epayment Gate way available on the Official Website
or in the form of Bank Guarantee issued by a nationalized bank, or a Scheduled Bank in India
Clause
7. having a net worth of at least Rs. 1,000 crore (Rs. one thousand crore), in favour of the Pay and
2.19.1 of
Accounts Officer, Railway Board (Account no. 30788224089, Name of Account- Northern
RFP
Railway (HQ), IFSC – SBIN0000691) in the format at Appendix–III (the “Bank Guarantee”)
and having a validity period of not less than 180 (two hundred forty) days from the Proposal Due
Date, inclusive of a claim period of 60 (sixty) days, which may be extended as may be mutually
 agreed between the Authority and the Applicant from time to time. In case the Bank Guarantee is
issued by a foreign bank outside India, confirmation of the same by any nationalized bank in
India is required. For the avoidance of doubt, Scheduled Bank shall mean a bank as defined
under Section 2(e) of the Reserve Bank of India Act, 1934.
The Applicant 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 Authority against any claim made against it arising from any infringement of any
8. Clause 2.28
intellectual property right belonging to any third party. In the event, the Technical Consultant
of RFP
relies on or make use of any intellectual property right belonging to a third party, the Technical
Consultant would be solely responsible to negotiate and pay the royalty to the third party and no
such expenditure would be payable by the Authority.
Clause FOREIGN COMPANIES are not eligible to bid for Tenders for value upto Rs 200 Crore as per
9. 2.29.1 of Letter No. F.12/17/2019-PPD dated 28.05.2020 issued by Ministry of Finance, Govt of India
RFP Deleted.
3.1 Evaluation of Technical Proposals
In the first stage, the Technical Proposal will be evaluated on the basis of the experience
of the Applicant and their Key Personnel. Only those Applicants whose Technical
Clause 3.1 Proposals score, Ta, 70 points or more out of 100 shall be ranked as per score achieved
10.
of RFP
by them, from highest to the lowest technical score (ST).
ST = 100xTa/Ta-max
Ta-max is the highest evaluated absolute Technical Score.
Ta is the absolute Technical Score of the proposal under consideration.
The scoring criteria to be used for evaluation shall be as follows:
I. Experience, Approach, Methodology and Work Plan
Particulars Marking /Scoring criteria Maximum marks

B. Financial Annual turnover Data for the last five years 05

Capabilities (Maximum Marks = 5)
Deleted
Average Annual Turnover
> Rs.50 crores < =100 crores = 2 Mark
> Rs 100 crores < =200 crores = 3 Marks
>Rs.200 crore and <= Rs.300 crores = 4 Marks
Clause 3.1 >Rs.300 crores = 5 Marks
11.
of RFP
Sub-total for I 60 55

II. Marking /Scoring system for Personnel for Key positions/Experts proposed by the
Applicant
Item Parameter Maximum Marks
Code
1. Relevant Experience of the Key Personnel 4045
For fulfillment of Eligibility criteria of Key Experts as
defined in Clause 2.2.2 (D) for Completed works:
(b) Technical Expert/Expat 15 20
 Marks for Professional Experience in Eligible
Assignment: Max. 08 10 Marks
(a) 03 Completed Eligible Assignments, defined
in clause 2.2.2 E = 012 Marks
(b) 04 Completed Eligible Assignments, defined
in clause 2.2.2 E = 023 Marks
(c) 05 or more Completed Eligible Assignments,
defined in clause 2.2.2 E = 034 Marks
(d) 06 or more Completed Eligible Assignments,
defined in clause 2.2.2 E = 05 Marks
(de) 01 Successful project/ Tech demonstrator of
Hyperloop/Maglev = 045 Bonus Marks
Interaction with Authority – 0710 marks
Sub-total for II 4045

Grand Total (I+II) 100

(iii) These Key Personnel shall be adequately supported by support professionals in the field of
Safety, Civil Infrastructure, Electrical, Mechanical, Electronics & Telecom, Transportation,
12. Clause 3.1 Environment or any other professional deemed necessary for the Consultancy. The details of the
of RFP assignments carried out by the Key Personnel shall be submitted in details, for evaluation. The
Applicant is also required to submit an organogram for the team proposed to be deployed for the
work.
Section-II,
Schedule-1,
13. Modified TOR is placed as Annexure-A
Terms of
Reference
(TOR)
Unless otherwise specified in the Agreement, the Consultant shall pay all such taxes, duties, fees,
and other impositions as may be levied under the Applicable Laws and the Authority shall
perform such duties in regard to the deduction of such taxes as may be lawfully imposed on it.
1. The Consultant, Sub-consultants, and Experts shall be entirely responsible for all taxes,
duties, fees, levies etc., incurred relating to the delivery of the Services. Further instruction,
if any, shall be as provided in the Agreement.
2. If applicable under relevant tax laws and rules, the Authority shall deduct from all
payments and deposit required taxes to respective authorities on account of GST Reverse
Clause 1.11 Charge Mechanism; Tax Deducted at Source (TDS), and Tax Collected at Source (TCS)
14. of relating to Income Tax, labour cess, royalty etc.
Agreement 3. Payment of GST Tax under the Agreement:
a. The payment of GST and GST Cess to the Consultant shall be made only on the latter
submitting a GST compliant Bill/ invoice indicating the appropriate HSN code and
applicable GST rate duly supported with documentary evidence as per the provision of
the relevant GST Act and the Rules made there under. The delivery of Services shall be
shown as being made in the name, location/ state, and GSTIN of the beneficiary of the
Services only; the location of the office of the Authority has no bearing on the invoicing.
b. Provision w.r.t. E-Invoicing requirement as per GST laws: Consultant who is required to
comply with the requirements of E-invoice as per the GST Law, all payments shall be
made against proper e-invoice(s) only. Invoices issued in violation shall not be
 processed for payment, as Authority shall not be allowed to avail of Input Tax Credit
(ITC) against such invoices.
c. Returns and details required to be filled under GST laws & rules regarding invoices (or
e-invoices) should be filed promptly by the Consultant. If input tax credit (ITC) is not
available to Authority for any reason attributable to the Consultant, then Authority shall
not be liable to pay or reimburse GST (CGST & SGST/UTGST or IGST) claimed in the
invoice(s) and shall be entitled to deduct / setoff/ recover such GST amounts (CGST &
SGST/UTGST or IGST) together with penalties and interest, if any, by adjusting against
any amounts paid or becomes payable in future to the Consultant under this Agreement
or under any other agreement.
d. While claiming reimbursement of duties, taxes etc. (like GST) from the Authority, as
and if permitted under the Agreement, the Consultant shall also certify that in case it
gets any refund out of such taxes and duties from the concerned authorities at a later
date, it (the Consultant) shall refund to the Authority, the Authority’s share out of such
refund received by the Consultant. The Consultant shall also refund the appropriate
amount to the Authority immediately after receiving the same from the concerned
authorities.
e. All necessary adjustment vouchers, such as Credit Notes/ Debit Notes for any short/
excess delivery of Services or revision in prices or any other reason under the
Agreement, shall be submitted to the Authority in compliance with GST provisions.
f. GST shall be paid as per the rate at which it is liable to be assessed or has been assessed,
provided the provision of Services is legally liable to such taxes and is payable as per
the terms of the Agreement subject to the following conditions:
i) The Authority shall not pay a higher GST rate if leviable due to any
misclassification of the HSN number or incorrect GST rate incorporated in the
Agreement due to the Consultant's fault. Wherever the Consultant invoices the
Goods at GST rate or HSN number, which is different from that incorporated in
the Agreement, payment shall be made as per GST rate, which is lower of the
GST rates incorporated in the Agreement or billed.
ii) However, the Authority shall not be responsible for the Consultant's tax payment
or duty under a misapprehension of the law.
iii) In case of profiteering by the Consultant relating to GST tax, the Consultant shall
treat it as a violation of the Code of Integrity in the Agreement and avail any or all
punitive actions thereunder, in addition to recovery and action by the GST
authorities under the Act.
g. The Consultant should issue Receipt vouchers immediately on receipt of all types of
payments along with tax invoices after adjusting advance payments, if any, as per
Agreement terms and GST Provisions.
h. Liquidated damages or any other recoveries should be shown as deductions on the
invoice, and GST shall be applicable only on the nett balance payment due.
Expiry of Agreement
Unless terminated earlier pursuant to Clauses 2.3 or 2.9 hereof, this Agreement shall, unless
Clause 2.4 extended/reduced by the Parties by mutual consent, expire upon the earlier of (i) expiry of a
15. of period of 60 (sixty) days 1 year after the acceptance delivery of the final Deliverable to by the
Agreement Authority; or (ii) the expiry of [18 (eighteen) months] from the date of Acceptance of LOA.
Upon Termination, the Authority shall make payments of all amounts due to the Consultant
hereunder.

If additional work is required beyond the scope of the Services specified in the Terms of
Reference, the estimated periods of engagement of Personnel Consultancy, set forth in the
Clause
16. Annexes of the Agreement may be increased by agreement in writing between the Authority and
4.2.3 of
the Consultant, provided that any such increase shall not, except as otherwise agreed, cause
Agreement
payments under this Agreement to exceed the Agreement Value set forth in Clause 6.1.2.
 Substitution of Key Personnel
The Authority expects all the Key Personnel specified in the Proposal to be available during
implementation of the Agreement. The Authority will not consider any substitution of Key
Personnel except under compelling circumstances beyond the control of the Consultant and the
Clause 4.4
17. concerned Key Personnel. Such substitution shall be limited to not more than two Key Personnel
of
subject to equally or better qualified and experienced personnel being provided to the satisfaction
Agreement
of the Authority. Without prejudice to the foregoing, substitution of the Key Personnel shall be
permitted only upon reduction of 5% (five per cent) of the remaining Agreement Value. This
clause shall be applicable till acceptance of the last deliverable.

Change in Applicable Law

If, after the date of this Agreement, there is any change in the Applicable Laws with respect to
taxes and duties which increases or decreases the cost or reimbursable expenses incurred by the
Clause 5.3 Consultant in performing the Services, by an amount exceeding 2% (two per cent) of the
18. of Agreement Value specified in Clause 6.1.2, then the remuneration and reimbursable expenses
Agreement otherwise payable to the Consultant under this Agreement shall be increased or decreased
accordingly by agreement between the Parties hereto, and corresponding adjustments shall be
made to the aforesaid Agreement Value.

All taxes other than income tax, applicable from time to time, on the payment to the Consultant,
shall be borne by the Authority.

Except as may be otherwise agreed under Clause 2.6 and subject to Clauses 4.2.2 and 6.1.3, the
payments under this Agreement shall not exceed the agreement value specified herein (the
19. 6.1.2. "Agreement Value"). The Parties agree that the Agreement Value is ..............(Rs. ...................)
exclusive of GST.

Taxes shall be applicable as per clause 1.11 of the Agreement.

Clause 6.3 f) Outstation travel shall be undertaken as per request of the Consultant with due approval of the
20. of Authority. The Consultant shall be entitled to economy class air travel, and board and lodging in
Agreement a four-star hotel. Bills for reimbursement hereunder may be submitted on a monthly basis along
with a Statement of Expenses, duly certified by the Authorized Representative of the Consultant.

Performance Security

7.1.3. The balance remaining out of the Performance Security shall be returned to the Consultant
at the end of three months after the expiry of this Agreement pursuant to Clause 2.4
hereof. For the avoidance of doubt, the parties hereto expressly agree that in addition to
Clause 7.1 appropriation of the amounts withheld hereunder, in the event of any default requiring the
21. of appropriation of further amounts comprising the Performance Security, the Authority may
Agreement make deductions from any subsequent payments due and payable to the Consultant
hereunder, as if it is appropriating the Performance Security in accordance with the
provisions of this Agreement.
7.1.5. Notwithstanding anything to the contrary contained in Clause 7.1, 90 % of the
Performance Security shall be returned to the Consultant after acceptance of the final
deliverable.
 Payment Schedule
S. No. Milestone Payment
1. Inception Report 10%
Annex – 4 2. Report on Module 1 30%
22. of 3. Report on Module 2 205%
Agreement 4. Report on Module 3 25 30%
Assistance in Module 4 till selection
5. of Technology Partner Report on 10%
Module 4
Total 100%
APPENDI
23. X-I #The Applicant should provide details of only those assignments that have been undertaken by it
Form-7 under its own / parent /holding/subsidiary (as specified in clause 2.1.1 of this RFP) name.

1.6 (iv) Has the Applicant or any member of the consortium been
blacklisted by Government department/Public Sector
Undertaking in the last five years and such blacklisting is
in force as on PDD?
Yes/No
APPENDI
24. (v) Has the Applicant or any of its Associates, in case of a
X-I
consortium, suffered bankruptcy/insolvency in the last five
Form-2
years as on PDD?
Yes/No

Note: if answer to any of the questions at (ii) to (v) is yes,

the Applicant is not eligible for this consultancy
assignment.

APPENDI Notes:
25. X-I 2. The names and chronology of assignments included here should conform to the project-wise
Form-8A details submitted in Form-7 of Appendix-I Deleted

APPENDI Notes:
26. X-I
Form-10 2. The names and chronology of assignments included here should conform to the project-wise
details submitted in Form-7 of Appendix-I Deleted
APPENDIX–V
Format for Joint Bidding Agreement for {Consortium/Joint Venture}
(Refer Clause 2.16.2(v))
(To be executed on Stamp paper of appropriate value)
APPENDI
27. X–V THIS JOINT BIDDING AGREEMENT is entered into on this the ……… day of ……… 20..
AMONGST

1. {………… Limited}, [a company incorporated under the Companies Act, 1956/2013 or

duly incorporated under the relevant laws of its country of origin, or a registered
partnership firm under Indian Partnership Act, 1932, or a limited liability partnership
 under Limited Liability Partnership Act, 2008, or a partnership firm registered under the
relevant laws of its country of origin], and having its registered office at …………
(hereinafter referred to as the “First Part” which expression shall, unless repugnant to
the context include its successors and permitted assigns)

AND

2. {………… Limited}[a company incorporated under the Companies Act, 1956/2013 or

duly incorporated under the relevant laws of its country of origin, or a registered
partnership firm under Indian Partnership Act, 1932, or a limited liability partnership
under Limited Liability Partnership Act, 2008, or a partnership firm registered under the
relevant laws of its country of origin], and having its registered office at …………
(hereinafter referred to as the “Second Part” which expression shall, unless repugnant to
the context include its successors and permitted assigns)

AND

3. {………… Limited}, [a company incorporated under the Companies Act, 1956/2013 or

duly incorporated under the relevant laws of its country of origin, or a registered
partnership firm under Indian Partnership Act, 1932, or a limited liability partnership
under Limited Liability Partnership Act, 2008, or a partnership firm registered under the
relevant laws of its country of origin] and having its registered office at …………
(hereinafter referred to as the “Third Part” which expression shall, unless repugnant to
the context include its successors and permitted assigns)}

AND

4. {………… Limited}, [a company incorporated under the Companies Act, 1956/2013 or

duly incorporated under the relevant laws of its country of origin, or a registered
partnership firm under Indian Partnership Act, 1932, or a limited liability partnership
under Limited Liability Partnership Act, 2008, or a partnership firm registered under the
relevant laws of its country of origin] and having its registered office at …………
(hereinafter referred to as the “Fourth Part” which expression shall, unless repugnant to
the context include its successors and permitted assigns)}$

The above mentioned parties of the FIRST, SECOND, {THIRD and FOURTH} PART
are collectively referred to as the “Parties” and each is individually referred to as a
“Party”

WHEREAS,

(A) THE MINISTRY OF RAILWAYS, GOVERNMENT OF INDIA, represented by its

Executive Director, Electrical Engineering (Development), Railway Board and having
its principal offices at Rail Bhavan, Raisina Road, New Delhi-110001 (hereinafter
referred to as the “Authority” which expression shall, unless repugnant to the context or
meaning thereof, include its administrators, successors and assigns) has invited
Proposals (the Proposal”) by its Request for Proposal No. ………… dated

$
The number of Parties will be shown here, as applicable, subject however to a maximum of which should not be more than 6 (six) 4 (four).
 …………(the “RFP”) for Technical, Commercial, Legal, Financial etc study and
drafting the bid document for demonstrative project on Hyperloop / any other emerging
transportation technology .

(B) The Parties are interested in jointly bidding for the Consultancy as members of a
Consortium/Joint Venture and in accordance with the terms and conditions of the RFP
document and other Proposal documents in respect of the Consultancy, and

(C) It is a necessary condition under the RFP document that the members of the
Consortium/Joint Venture shall enter into a Joint Bidding Agreement and furnish a copy
thereof with the Proposal.

NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations

In this Agreement, the capitalised terms shall, unless the context otherwise requires,
have the meaning ascribed thereto under the RFP.

2. Consortium/Joint Venture

2.1 The Parties do hereby irrevocably constitute a Consortium/Joint Venture (the

“Consortium/Joint Venture”) for the purposes of jointly participating in the Selection
Process for the Consultancy.

2.2 The Parties hereby undertake to participate in the Selection Process only through this
Consortium/Joint Venture and not individually and/ or through any other
Consortium/Joint Venture constituted for this Project, either directly or indirectly or
through any of their Associates.

3. Covenants

Not Applicable The Parties hereby undertake that in the event the consortium/JV is
declared the Selected Consultant and awarded the Consultancy, the Parties shall enter
into an Agreement for Consultancy service (“Agreement”) with the Authority and for
performing all obligations as the Consultant in terms of the Agreement for the
Consultancy.

4. Role of the Parties

The Parties hereby undertake to perform the roles and responsibilities as described
below:

(a) Party of the First Part shall be the Lead member of the Consortium/Joint Venture
and shall have the power of attorney from all Parties for conducting all business
for and on behalf of the Consortium/Joint Venture during the Bidding Process
and until the Effective Date under the Agreement when all the obligations of the
Consortium/Joint Venture shall become effective;

(b) Party of the Second Part shall be {the Technical Member of the
Consortium/Joint Venture;} [role];
 {(c) Party of the Third Part shall be the Financial Member of the Consortium/Joint
Venture [role]; and}

{(d) Party of the Fourth Part shall be the Operation and Maintenance Member/ Other
Member of the Consortium/Joint Venture [role].}

5. Joint and Several Liability

The Parties do hereby undertake to be jointly and severally responsible for all
obligations and liabilities relating to the Consultancy and in accordance with the terms of
the RFP and the Agreement, till such time as the Financial Close for the Consultancy is
achieved under and in accordance with the Agreement.

6. Shareholding in the Consortium/Joint Venture

6.1 The Parties agree that the percentage of interest held by the Parties in the
Consortium/Joint Venture shall be as follows:

First Party:

Second Party:

{Third Party:}

{Fourth Party:}

6.2 The Party of the First Part undertakes that it shall, during the Agreement Period, hold a
minimum of 38% (thirty eight per cent) interest in the Consortium/Joint Venture.

6.3 The Parties further undertake that a minimum of 26% (twenty six percent) interest in the
Consortium/Joint Venture shall, during the Agreement Period, be held by the Party of
the Second Part whose experience and networth have been reckoned for the purposes of
qualification listing of the Applicant for the Consultancy in terms of the RFP.

6.4 The Parties undertake that they shall, during the Agreement Period, collectively hold at
least 51% (fifty one percent) interest in the Consortium/Joint Venture.

6. Lead Member: Without prejudice to the joint and severe liability of all the Parties, each
Party agrees that it shall exercise all rights and remedies under the Agreement through
the Lead Member and the Authority shall be entitled to deal with such Lead Member as
the representative of all Parties. Each Party agrees and acknowledges that:

a) any decision (including without limitation, any waiver or consent), action, omission,
communication or notice of the Lead Member on any matters related to the Agreement
shall be deemed to have been on its behalf and shall be binding on it. The Authority shall
be entitled to rely upon any such action, decision or communication from the Lead
Member;

b) consolidated invoices for the services in relation to the Consultancy performed by all the
Members/Parties shall be prepared and submitted by the Lead Member and the Authority
shall have the right to release payments solely to the Lead Member and the Authority
shall not in any manner be responsible or liable for the inter se allocation of payments,
 works etc. among the Parties;

c) any notice, communication, information or documents to be provided to the Consultant

shall be delivered to the authorized representative of the Consultant (as designated
pursuant to the Agreement) any such notice) and any such notice, communication,
information or documents shall be deemed to have been delivered to all the Parties.

7. Representation of the Parties

Each Party represents to the other Parties as of the date of this Agreement that:

(a) Such Party is duly organised, validly existing and in good standing under the
laws of its incorporation and has all requisite power and authority to enter into
this Agreement;

(b) The execution, delivery and performance by such Party of this Agreement has
been authorised by all necessary and appropriate corporate or governmental
action and a copy of the extract of the charter documents and board resolution/
power of attorney in favour of the person executing this Agreement for the
delegation of power and authority to execute this Agreement on behalf of the
Consortium/Joint Venture Member is annexed to this Agreement, and will not,
to the best of its knowledge:

(i) require any consent or approval not already obtained;

(ii) violate any Applicable Law presently in effect and having applicability
to it;

(iii) violate the memorandum and articles of association, by-laws or other

applicable organisational documents thereof;

(iv) violate any clearance, permit, concession, grant, license or other

governmental authorisation, approval, judgement, order or decree or any
mortgage agreement, indenture or any other instrument to which such
Party is a party or by which such Party or any of its properties or assets
are bound or that is otherwise applicable to such Party; or

(v) create or impose any liens, mortgages, pledges, claims, security

interests, charges or Encumbrances or obligations to create a lien,
charge, pledge, security interest, encumbrances or mortgage in or on the
property of such Party, except for encumbrances that would not,
individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so as to
prevent such Party from fulfilling its obligations under this Agreement;

(c) this Agreement is the legal and binding obligation of such Party, enforceable in
accordance with its terms against it; and

(d) there is no litigation pending or, to the best of such Party's knowledge,
threatened to which it or any of its Affiliates is a party that presently affects or
 which would have a material adverse effect on the financial condition or
prospects or business of such Party in the fulfilment of its obligations under this
Agreement.

8. Termination

This Agreement shall be effective from the date hereof and shall continue in full force
and effect until the Agreement comes into effect and force, in case the Consultancy is
awarded to the Consortium/Joint Venture. However, in case the Consortium/Joint
Venture is either not qualified for the Consultancy or does not get selected for award of
the Consultancy, the Agreement will stand terminated in case the Applicant is not
qualified or upon return of the Proposal Security by the Authority to the Applicant, as
the case may be.

9. Miscellaneous

9.1 This Joint Bidding Agreement shall be governed by laws of India.

9.2 The Parties acknowledge and accept that this Agreement shall not be amended by the
Parties without the prior written consent of the Authority.

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED SIGNED,

For and on behalf of SEALED AND
DELIVERED
LEAD MEMBER by: SECOND PART

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)

SIGNED, SEALED AND DELIVERED SIGNED,

SEALED AND
For and on behalf of DELIVERED
For and on
THIRD PART behalf of PART
FOURTH

(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
Notes:

1. The mode of the execution of the Joint Bidding Agreement should be in accordance
with the procedure, if any, laid down by the Applicable Law and the charter documents
of the executant(s) and when it is so required, the same should be under common seal
affixed in accordance with the required procedure.

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter
documents and documents such as resolution / power of attorney in favour of the person
executing this Agreement for the delegation of power and authority to execute this
Agreement on behalf of the Consortium/Joint Venture Member.

3. For a Joint Bidding Agreement executed and issued overseas, the document shall be
legalised by the Indian Embassy and notarized in the jurisdiction where the Power of
Attorney has been executed.
 Appendix-VIII

Certificate from the Statutory Auditor/ Company Secretary regarding Subsidiary$

(refer Clause 2.1.1 of RFP)

Based on the authenticated record of the Company, this is to certify that more than 90% (ninety
percent) of the subscribed and paid up voting equity of ……………… (name of the Applicant/
Consortium/Joint Venture Member/ Subsidiary) is held, directly or indirectly£, by ………………..
(name of Subsidiary / Applicant/ Consortium/Joint Venture Member). By virtue of the aforesaid
share-holding, the latter exercises control over the former, who is a parent/holding Company in terms
of Clause 2.1.1 of the RFP.

A brief description of the said equity held, directly or indirectly, is given below:

{Describe the share-holding of the Applicant/ Consortium/Joint Venture Member and the Subsidiary.
In the event the Subsidiary is under common control with the Applicant/ Consortium/Joint Venture
Member, the relationship may be suitably described and similarly certified herein.}

Name of the audit firm:

Seal of the audit firm: (Signature, name and designation of the authorised signatory).

Date:

$
In the event that the Applicant/ Consortium/Joint Venture Member exercises control over a
Subsidiary by operation of law or by contract or otherwise, this certificate may be suitably modified
and copies of the relevant law/documents may be enclosed and referred to.

£
In the case of indirect share-holding, the intervening companies in the chain of ownership should also
be Subsidiary i.e., the share-holding in each such company should be more than 90% in order to
establish that the chain of “control” is not broken.
 Annexure-A

Terms of Reference (TOR)

1. General
1.1 The Authority seeks the services of a qualified firm for acting as a Consultant to provide
assistance in selecting Technological Partner to undertake comparative study of various
emerging transportation technologies including Hyperloop. for a new technology system
like Hyperloop / Maglev / Linear Induction Motor/ Any other emerging transportation
technology and Further, it shall appraise the Project, suggest revenue model and project
structure, perform pre-feasibility study identify demonstrative project, prepare Detailed
Project Report (DPR) and prepare the draft Bidding Documents for selecting the
Technological Partner for this demonstrative project including but not limited to
attending meetings, conferences and discussions with the Authority, and shall otherwise
advise on and assist the Authority in the diverse issues that may arise from time to time in
accordance with the Terms of Reference specified at this Schedule-I (the “TOR”) and all
matters incidental thereto (collectively the “Consultancy”). The Terms of Reference and
the scope of the Consultancy for this assignment are specified below.
1.2 The Consultant shall be guided in its assignment by the relevant rules and regulations.
1.3 The Consultant shall be responsible for study of technical, commercial, legal, financial
etc. aspects deemed necessary for the project and drafting the Bid Document for selection
of Technological Partner for execution of the Demonstrative Project on the basis of
relevant rules and regulations, in accordance with the Terms of Reference.
1.4 The Consultant shall also participate in the meetings conference and discussions with the
Authority and shall otherwise advise on and assist the Authority in the diverse issues that
may arise from time to time.
1.5 The Consultant shall make available the Consultancy Team to attend and participate in
meetings, conferences and discussions with the Authority and shall otherwise advise on
and assist the Authority in the diverse issues that may arise from time to time.

2. Objective
The objective of this Assignment is to obtain the Consultancy to conceptualize and
undertake comparative study of various emerging transportation technologies including
Hyperloop, suggest an overall project for a new transport technology system like
Hyperloop / Maglev / Linear Induction Motor/ Any other emerging transportation and to
suggest a part of overall project as demonstrative project for an emerging transportation
technology like Hyperloop / Maglev / Linear Induction Motor/ Any other emerging
transportation technology including appraisal of Project, develop a revenue model with
possible options for funding arrangement and project structure, perform pre-feasibility
study identify demonstrative project, prepare Detailed Project Report (DPR) and prepare
the draft Bidding Documents and to select Technological Partner to undertake such
project.

3. Scope of Services
 3.1 Study available emerging transportation technologies around the world and prepare a
comparative assessment of the new technology options and undertake including
comparative assessment of new technology system with other technologies / systems in
India such as Metro, High Speed Railways etc.
Suggest training to appraise the Authority on the real world projects for the emerging
technology systems. The role of consultant will only be limited in suggesting/recommending
the sources which can provide such training to client officials of the Authority and after
suggestion recommendation, further communication correspondence/action will be done by
the client Authority.
3.2 Consultant shall assist in identifying a demonstrative project of recommended
technology. This project, of length around 8-10 km, shall be scalable and may be used as
Proof of Concept (PoC) / test bed for new transportation technology finalized by the
Authority based on comparative assessment submitted by Consultant in Clause 3.1 above.
3.3 The Consultant shall carry out surveys for demonstrative project and prepare a Detailed
Project Report (DPR) Pre-feasibility study for the selected emerging technology system
and to work out the project cost, revenue, operating O&M expenses, commercial
structure; project development structuring options (including EPC, PPP etc.) along with
the advantages & disadvantages of each option, financial structuring options; project
viability and interventions to enhance project viability. Prepare financing scheme /
procurement options for the demonstrative project on the emerging technology system.
3.4 Prepare financing scheme / procurement options for the demonstrative project on the
emerging technology system.
3.4 Prepare appropriate bidding documentation for selecting Technological Partner to
undertake the demonstrative project and assist Indian Railways in selecting the
Technological Partner.

4. Deliverables
In pursuance of this TOR, the Consultant shall undertake and/ or deliver the following
deliverables (the “Deliverables”):

4.1 Inception Report:

It shall have following two components:
(i) On commencement of the Consultancy, the Consultant shall submit an Inception Report (the
“Inception Report”). The Inception Report shall be further elaboration of the Consultant’s
submissions towards understanding of the RFP, the methodology to be followed and the
Work Plan. This submission will be for reference purposes only to clearly map out the
method and manner in which the Consultant plans to approach the assignment. Inception
Report shall also include the details of the team to be deployed including roles of team
members, proposed timelines for presentations, submission of various draft and final
deliverables and visits of Personnel in order to complete the Consultancy in time.
(ii) Consultant’s Method Statement for each deliverables: The Method Statement may be based
on Consultant’s own systems but complying international best practices in technical
consultancy. The Authority’s requirements in the project and each deliverables shall be
 included in the Method Statement. On acceptance by Authority, the method would form the
basis on which the Consultant shall carry out the services for the Consultancy.

4.2 Module 1:
The Technology Assessment task will compile all relevant technology evaluations and
assessments to identify those systems and subsystems determined to be available and technically
suitable for commercial deployment and commissioning. On-going research and development
efforts shall be reviewed and prioritized to close technology gaps as they may occur. Accordingly,
consultingant shall undertake following tasks:
(i) Study various emerging transportation technologies around the world such as Hyperloop / Maglev /
Linear Induction Motor/ Any other emerging transportation technology around the world and
prepare a comparative assessment - The Consultant shall prepare a list of key projects/technologies
being planned across the globe and shall carry out diagnostic review covering parameters as
illustrated below:
a) Undertake an initial study comprises listing of key technologies/Key elements including
Propulsion, Levitation, Guidance, Communication, Infrastructure etc being planned for emerging
technology system(s) across the globe, status of such projects in different phases of implementation,
key entities active in the system and their future projects.
Prepare a comparative assessment of such technologies on relevant parameters such as:
a. Technology Readiness and Scale
b. International Best Practices
c. Readiness of generic specifications of major components of various technology
d. Safety and Regulatory Standards & Framework
e. Estimated Capital Costs benchmarks
f. Risks Contours associated with the technology
g. Power requirement
h. Operating Cost
i. Reliability, Availability, Maintainability and Safety (RAMS)
j. Environmental, Health & Safety standards
k. Scalability
l. Applicability in Indian context
(ii) Undertake comparative assessment of emerging transportation technology such as Hyperloop/
Maglev/ Linear Induction Motor/ Any other emerging transportation technology with other
technologies / systems emerging in India such as Metro, High Speed Railways etc. Prepare a
comparative assessment of such technologies on relevant parameters such as:
a. Technology Readiness of major components and Scale of Implementation in India. Being
an emerging technology, some of the sub components may still be under developmental
stage. Consultant will point out the Technology Readiness of major components.
b. Readiness of generic specifications of major components of various technology
 c. Safety and Regulatory Standards & Framework
d. Estimated Capital Costs benchmarks
e. Risks Contours associated with the technology
f. Power requirement
g. Operating Cost
h. Environmental, Health & Safety standards
i. Scalability
j. Applicability in Indian context
(iii) Based on outcomes of (i) and (ii), consultant shall suggest the broad technology standards and
specification of the proposed emerging transportation technology to be followed in India. The
standards and specifications should be comprehensive and outcome focused to ensure that they
have optimal coverage and yet flexible enough to promote wide participation.
(iv) After getting satisfactory reports of (ii) & (iii), Indian Railway official may visit the projects,
suggested by consultant, to familiarize with the technologies and their unique features such as civil
and non-civil infrastructures requirement that may impact the demonstrative project design.
Consultant shall suggest the projects for visiting of the Authority with justification. The Authority
shall make necessary arrangements for visit/training.
(v) Consultant shall also arrange for stakeholder discussions and possible twinning arrangements with
global agencies like JTC, USDOT/FTA and other to gather feedback on the standards and
specifications developed in (iii).
(vi) Based on the reports of Module 1, the Authority will approve the emerging transportation
technology, which may be taken-up as the Project.

4.3 Module 2:
Identification of Demonstrative Project Pre-feasibility Study – Based on the emerging technology
system finalized at end of Module 1 for taking up on demonstrative basis, the Consultant shall
assist in identifying a demonstrative project of recommended technology. The length of
demonstrative project shall be adequate to successfully demonstrate Proof of Concept and may
normally be kept around 8-10 km. This project shall be scalable and may be used as Proof of
Concept (PoC) / test bed for new transportation technology. Consultant shall carry out
identification of Demonstrative Project, a Pre-Feasibility study for the demonstrative project which
will cover the overall objective and need of the project, considering covering but not limited to all
the following works:
a. Suggest various Routes highlighting the preliminary traffic available (based on available
traffic data for Rail/Road/Air Transportation) on these Routes along with Key Traffic
Parameters like PHPDT, Headway, Vacuum Pressure (for Hyperloop Technology), etc.
and identify the optimum alignment and evaluate different scenarios, considering structure
types, stakeholder/utility impacts, and interaction with existing/planned road network/
infrastructure or any other relevant constraint. Prepare an estimate of traffic and the likely
revenue that can be generated from the forecasted traffic over the period of 20 years. The
fare shall be derived in Indian context by benchmarking with Indian Railways, upcoming
high-speed rails, bullet train projects and airfare. The Consultant shall fully describe it’s
approach and methodology. The Report shall contain sufficient details to judge the pre-
feasibility of the route. Assess total land area required for the demonstrative project and
endeavor shall be made to plan within the Railway land.
 b. Perform context planning studies for the Stations, Depots, Power substations and other
ancillary facilities, including layout and sections. Identify all Right of Way requirements
for the Project in such a way so as to keep it bare minimum.
c. The Authority will approve the Route and the Key Traffic Parameters within 3 weeks from
the date of submission of such report. The demonstrative project should be scalable.
d. As part of the Pre-feasibility Report, Consultant shall develop multiple alignment options
along the approved Route with comparative assessment of all alignments. Consultant shall
also suggest the various portions of the Route which can be developed as Demonstrative
Project with detailed justification. The Report shall contain sufficient details like length of
the portion in the Route, estimated land requirement, preliminary cost etc, to judge the pre-
feasibility and constructability of the Project. The demonstrative project should be
approachable and well connected with existing mode of transport.
e. Consultant shall develop multiple alignment options along such locations of demonstrative
project with comparative assessment of all alignments, estimated preliminary cost to judge
the feasibility and constructability of the Project.
f. Consultant shall compile the published data, related to seismic, hydrology, meteorological,
noise and vibration studies, traffic level, high voltage power lines, issued by relevant
Ministries and suggest the clearance requirements etc.
g. The Authority will approve the alignment and the recommended location portion of Route,
which will be developed as demonstrative project, within 3 weeks from the date of
submission of such report.

4.4 Module 3:
Based on the identification of Demonstrative Project approved at the end of Module 2, the
Consultant shall carry out surveys and prepare a Detailed Project Report (DPR) for the Project, in
consultation with the Authority, which shall cover the overall objective and need of the project,
covering but not limited to the following works:

a. Perform context planning studies for the Stations, Depots, Power substations and other ancillary
facilities, including layout and sections.
b. As part of the Pre-feasibility Report, Consultant shall develop multiple alignment options along
the approved Route with comparative assessment of all alignments, estimated land requirement,
preliminary cost etc, to judge the pre-feasibility and constructability of the Project.
c. Estimated total land area required for the demonstrative project and identify proportion of
Government land (Railways/State) or Private land in the report and endeavor is to make plan
within the Railway land.
d. Preliminary identification of all right of way requirements, including sensitive areas (religious,
archaeological and historical) for the Project.
e. Compile the published data, related to seismic, hydrology, meteorological, noise and vibration
studies, traffic level, high voltage power lines, issued by relevant Ministries and suggest the
clearance requirements etc. in the pre-feasibility study report for the Project.
 b. Block cost w.r.t nature and extent of infrastructure, facilities and services to be developed. The
Consultant shall benchmark the cost based on international practices and standard manuals (if
any). The Consultant shall work out cost estimates of the Project with a break up of cost for
each component separately. Further the Consultant shall also make a broad assessment of
annual O&M expenses.
c. Suggest possible commercial structure(s) for the Project including alternate revenue sources
like value capture financing (VCF), real estate development, advertisement revenue, leasing
rights, etc.
d. Consultant shall recommend different business model options for execution of the Project, in
terms of ownership, development, operations obligations along with associated pros and cons.
e. Identify and quantify all costs, expenses and revenues of the Project, if any, and prepare a
preliminary financial model which will indicate the possible capital structure, likely sources of
financing, the costs of financing, indicative cash flow, debt service, return on investment etc.
along with sensitivity analysis. The consultant shall suggest the overall financial viability of the
project to inform the procurement options for undertaking the demonstrative project.
f. Preliminary quantitative assessment of Socio-economic benefits and environment impact
created by the demonstrative project in accordance with guidelines provided by the Ministry of
Housing and Urban Development or any other guidance issued by Government of India.
g. The Consultant shall review the relevant laws and regulations and advise on legal and
regulatory matters that may impact the Project viability.
h. Evaluate project phasing to leverage different sources of financing and Innovative financing
strategies.

4.45 Module 34:

Preparation of Draft Bid Documents - The consultant shall undertake project structuring for
undertaking the demonstrative project. The Consultant shall prepare the draft tender documents
for selection of Technological Partner to be appointed for undertaking the project on
demonstrative basis. These shall include
i. Bid documents (RFQ, RFP, etc.)
ii. Implementation/ development agreements
iii. Investment agreements (SPA, SHA, etc.) and/ or
iv. Financing agreements etc
The tender document shall cover (including but not limited to)
 Project description
 Scope of work
 Conditions precedent and Obligations of bidder and authority
 Implementation and monitoring mechanism
 Entry into commercial service
 Safety requirements
 Commercial structure
  Force majeure
 Termination
 Dispute resolution mechanism etc.

4.5. Module 4:
Support for selecting the Technological Partner for demonstrative project – Based on the
implementation structure finalized in module 3, the Consultant shall support Indian Railway in
selection of Technological Partner for taking up the demonstrative project. This module will
include.
a. Preparation of project information memorandum and market sounding to attract attention of
market players
b. Assistance in issue of RFQ and RFP at relevant stages
c. Assistance in technical and financial evaluation of bids
d. Assistance in contract signing with the selected Technological Partner for project
implementation and its execution.

5. Time and Payment Schedule

Suggestive Delivery timelines (stage duration)
1. Inception Report 02 weeks from the Effective Date
2. Module 1 16 18 weeks from commencement of Module 1
3. Module 2 20 12 weeks from commencement of Module 2
4. Module 3 08 22 weeks from commencement of Module 3
5. Module 4 20 06 weeks from commencement of Module 4

Payment Terms

S. No. Milestone Payment

1. Inception Report 10%
2. Report on Module 1 30%
3. Report on Module 2 205%

4. Report on Module 3 25 30%

5. Assistance in Module 4 till selection of Technological Partner Report on 10%

Module 4
Total 100%
Terms & Conditions
I. Consultant shall submit separate report for each emerging transportation technologies and each
Modules.
 II. Every next module shall be operated only after approval of Indian Railways based on the report of
its previous Module and its outcomes.
III. Consultant shall claim bill for each module separately.
IV. Applicable tTaxes shall be deducted from the Payment due to the Consultant as per extent rules
applicable as per Clause 1.11 of the Agreement.
V. Consultant shall be registered under GST act and shall furnish GST Registration Number along
with Proposal. Consultant shall furnish GST Registration Number on the Bills.
VI. All Reports shall first be submitted as draft reports for comments of the Authority. The Authority
shall provide its comments no later than three weeks from the date of receiving a draft report and in
case no comments are provided within such three weeks, the Consultant shall finalize its report.
VII. The consultant shall be available upto 1 year after acceptance of last deliverable to make any
modifications in any of the submitted reports, including draft bid documents, based on the work
already performed.
VIII. Subsequent to the submission of the last deliverable and approval of the demonstrative project by
the competent authority, the Authority may , with the consent of the Consultant, engage it for the
process of selection of the Technological Partner. In such case, payment of 10% of the Agreement
Value along with GST to the Consultant will be made and the Agreement will be suitably modified.
The works involved in process of selection of Technological Partner for taking up the
demonstrative project will include:
a) Preparation of project information memorandum and market sounding to attract attention of
market players
b) Assistance in issue of RFQ and RFP at relevant stages
c) Assistance in technical and financial evaluation of bids
d) Assistance in contract signing with the selected Technological Partner for project
implementation and its execution.

6. Meetings
The Authority may review with the Consultant, any or all of the documents and advice
forming part of the Consultancy, in meetings and conferences which will be held in Delhi at
the Authority’s office. However, virtual mode will be preferred. Further, the Consultant may be
required to attend meetings and conferences with the Authority.
The Authority may, in its discretion, require the Consultant to participate in extended
meetings and/ or work from the offices of the Authority and the Consultant shall, on a best
endeavour basis and without unreasonable delay, provide such services at the offices of the
Authority.
7. Documents to be made available by the Authority
The Authority shall provide to the Consultant the following:
(a) A copy of the rules and regulations for the Railway/Metro sector
Available data as may be required by the Consultant will be provided by the Authority on
request. The Nodal Officer designated by the Authority shall facilitate handing over of such
information to the Consultant.
8. The Responsibility Matrix for the Project shall be as under:

SN Activity Responsibility
Comparative study and statement of Technology
1 recommending suitable technology in order of Consultant
preference
2 Freezing of Technology elements Railways Authority
Preparation of FRS (Functional Requirement
3 Consultant
Specification)
4 Approval of FRS Authority

Recommended by
Identification of demonstrative project after
45 Consultant, Field survey
conducting survey and techno commercial analysis
by Railways
Suggested by Consultant
5 Financing Model and Approved by
Railways
6 Preparation of Detailed Project Report (DPR) Consultant

6 Approval of demonstrative project Railways

Documentation regarding Bidding, draft specs. Etc
7 Consultant
Draft Bidding Document
Floating of Tender for selection of Technological
8 Railways
Partner
9 Pre-bid queries reply, comparative statement Consultant

10 Award of Work Railways

11 Pilot Project (PoC) Technological Partner