K-RIDE invites bids for design, supply and maintenance of Rolling Stock on PPP model for Bengaluru suburban rail project

January 27, 2023 Rail News, Tender

Rail Infrastructure Development Company (Karnataka) Limited (K-RIDE) has invited Bids from eligible Bids, for Selection of entity for design, manufacturing, supply, commissioning, operation, and maintenance of Rolling Stock on PPP model for Bengaluru suburban rail project.

  • Tender Reference Number: K-RIDE/BSRP/18/2023
  • Name of Work: Selection of entity for design, manufacturing, supply, commissioning, operation, and maintenance of Rolling Stock on PPP model for Bengaluru suburban rail project.
  • Document Download / Sale Start Date: 24th January, 2023
  • Document Download / Sale End Date: 15th March, 2023
  • Pre-Bid Conference Date: 27th February, 2023
  • Bid Submission Start Date: 24th January, 2023
  • Bid Submission End Date: 15th March, 2023
  • Tender Opening Date: 16th March, 2023

Background:

  • The Rail Infrastructure Development Company (Karnataka) Limited (K-RIDE), a joint venture of the Government of Karnataka & Ministry of Railways, Government of India (the “Authority”) is engaged in the development of the Bengaluru Suburban Railway Project (BSRP) over a length of 148 (One hundred forty eight) Kilometers and as part of this endeavor, K-RIDE has decided to enter into a lease, maintenance and operation (with provision of onboard Train Operators only) agreement (the “LMOA” or “Agreement”) for the Trains.
  • The Authority has, therefore, decided to carry out the bidding process for selection of an entity for providing rolling stock on lease basis for BSRP (the “Project”) as the Bidder to whom the Project may be awarded.
  • The salient features of the Project may be seen in the Information Memorandum of the Project on the e-procurement platform of the Authority.

Brief particulars of the Project are as follows:

  • The Selected Bidder shall (i) make available to K-RIDE on lease basis 264 (Two hundred sixty four) cars as per specifications given at Appendix- X (the “Cars”) and supply schedule specified in Appendix -XIV {requisite number and composition of Trains i.e. 3 (three) or 6 (Six) Cars each to be decided by Authority at the Bid Stage} (the “Trains”) for BSRP within a tentative period of 3 (three) to 5 (five) years (“Supply Period”); Undertake maintenance of the Trains.
  • Provide Train Operators during a period of 35 (Thirty-five) years (“Agreement Period”), in each case under and in accordance with provisions of the Agreement. In order to meet such availability requirement of 264 (Two hundred sixty four ) Cars {requisite number and composition of Trains i.e. 3 (three) or 6 (Six) Cars each to be decided by Authority at the Bid Stage}, the Applicant shall be solely responsible for assessing the actual number of Cars that it shall require to procure, manufacture or keep available in its stock, as the case may be.
  • 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 an existing company incorporated under the Companies Act, 1956/2013 or undertakes to incorporate as such prior to execution of the Agreement (the “Lessor”), shall be responsible for lease, providing train operators (the “Train Operators”) and maintenance of Trains for BSRP and installation, operation, maintenance of machinery & plant in depot during the Agreement Period in accordance with the Agreement, to be entered into between the Lessor and K-RIDE in the form provided by K-RIDE as part of the Bidding Documents as pursuant hereto.
  • Lessor shall establish its office in Bengaluru. An indicative list of the locations of the Depots to be handed over by the Authority to the Lessor is set out in Appendix-XII. A final list of the depots shall be provided to Bidders in the RFP.
  • The scope of Project shall broadly include design, procurement, testing, commissioning, financing, requisite approvals from government instrumentalities (RDSO etc.), leasing, and maintenance of Trains, provision of Train Operators, installation, operation & maintenance of machinery & plants at depots, in each case in accordance with the Agreement.
  • The Trains procured by the Lessor and provided to the Authority shall meet the specifications and standards provided in the Agreement. Proposed design parameters of Cars are provided at Appendix-X.
  • The assessment of investments and actual costs in procurement, operation and maintenance of Trains, setting up or upgradation and operation of maintenance depots and other obligations in accordance with the terms of the Agreement 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 may be modified, altered, amended and clarified from time to time by the Authority in accordance with the terms of this RFQ, 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”).

O&M Experience:

  • The Applicant shall furnish an undertaking as per the format specified at Appendix-VIIA for operation experience and Appendix-VIIB for maintenance experience that, if selected to undertake the Project, it shall employ experienced and qualified staff for discharging its obligations in relation to operation and maintenance under the Agreement.
  • The Applicant shall enclose with its Application, to be submitted as per the format at Appendix-I, complete with its Annexes, the following: (i) certificate(s) from statutory auditors of the Applicant or its Associates specifying the Net Worth of the Applicant, as at the close of the preceding financial year, and also specifying that the methodology adopted for calculating such Net Worth conforms to the provisions of this Clause 2.2.4 (i).
  • The computation of the Net Worth shall be based on standalone audited annual accounts of the Applicant’s most recent financial year. For the purposes of this RFQ, net worth (the “Net Worth”) shall mean the aggregate value of the paid up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
  • An Alternative Investment Fund (AIF) or Foreign Investment Fund may also qualify on the basis of minimum investible funds (i.e. immediately available funds for investment and callable capital, net of estimated expenditure for administration and management of the fund) subject to the limits of investment in a single investee entity (in the relevant jurisdiction for a Foreign Investment Fund, or the maximum permissible investment limit for an Alternative Investment Fund (AIF) (as per the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as may be amended from time to time), as applicable (“ACI or Available Capital for Investment”).
  • In case of an Alternative Investment Fund (AIF) or Foreign Investment Fund using ACI, ACI would be considered as per the certificate issued by statutory auditor (or such other certificate as filed with the regulator in the relevant jurisdiction) not older than 3 (three) months prior to the Application Due Date.
  • The Applicant, or the Lead Member in case of a Consortium, should submit a Power of Attorney as per the format at Appendix-II, authorising the signatory of the Application to commit the Applicant. In the case of a Consortium, the Members should also submit a Power of Attorney in favour of the Lead Member as per format at Appendix-III.
  • Where the Applicant is a company, and is declared as the Selected Bidder, it may choose to form an appropriate Special Purpose Vehicle, incorporated under the Indian Companies Act, 2013 (the “SPV”), to execute the Agreement and implement the Project.
  • In case the Applicant is a Consortium, or a single entity that is not a body corporate, then it shall mandatorily incorporate an SPV for the purposes of entering into the Agreement and, in addition to forming an SPV, it shall comply with the following requirements.
  • Number of members in a consortium shall not exceed 4 (four), and information sought in the Application may be restricted to those 4 (four) members only in the order of their equity contribution;
  • Subject to the provisions of sub-clause (a) above, the Application should contain the information required for each member of the Consortium;
  • Members of the Consortium shall nominate one member as the lead member (the “Lead Member”), who shall have an equity share holding of at least 26% (twenty-six per cent) of the paid up and subscribed equity of the SPV.
  • The nomination(s) shall be supported by a Power of Attorney, as per the format at Appendix-III, signed by all the other members of the Consortium;
  • The Application should include a brief description of the roles and responsibilities of individual members, particularly with reference to financial, technical and O&M obligations;
  • An individual Applicant cannot at the same time be a member of a Consortium applying for pre-qualification. Further, a member of a particular Applicant Consortium cannot be member of any other Applicant Consortium applying for pre-qualification;
  • Members of the Consortium shall enter into a binding Joint Bidding Agreement, substantially in the form specified at Appendix-IV (the “Jt. Bidding Agreement”), for the purpose of making the Application and submitting a Bid in the event of being short-listed. The Jt. Bidding Agreement, to be submitted along with the Application, shall, inter alia.

Site visit and verification of information:

  • Applicants are encouraged to submit their respective applications after visiting the project sites and ascertaining for themselves the site conditions, traffic, location, surroundings, climate, availability of power, water and other utilities for operation and maintenance of trains, access to site, handling and storage of materials, weather data, applicable laws and regulations, and any other matter considered relevant by them.
  • An indicative list of the locations of the depots to be handed over by the authority to the lessor is set out in Appendix-XI. A final list of the depots shall be provided to bidders in the RFP.

Eligibility:

  • For determining the eligibility of Applicants for their pre-qualification hereunder, the following shall apply:
  • 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 a member of another Applicant. The term Applicant used herein would apply to both a single entity and a Consortium.
  • An Applicant may be a natural person, private entity, government-owned entity, foreign 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.
  • 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:
  • Such Applicant, its Member or Associate (or any constituent thereof) controls, is controlled by or is under common control with any other applicant, its member or any associate thereof (or any constituent thereof), (where as used in this definition, the expression “control” means, with respect to a person which is a company or corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of the voting shares of such person, and with respect to a person which is not a company or corporation, the power to direct the management and policies of such person by operation of law); 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 (five 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 (five per cent) of the subscribed and paid up equity share capital thereof; provided further that this disqualification shall not apply to any ownership by the Government of India, a State Government (or a combination between the Government of India and a State Government), a bank, insurance company, pension fund, sovereign wealth fund or a public financial institution referred to in sub-section (72) of section 2 of the Companies Act,2013.
  • For the purposes of this Clause 2.2.1(c), indirect shareholding held through one or more intermediate persons shall be computed as follows: (aa) where any intermediary is controlled by a person through management control or otherwise, the entire shareholding held by such controlled intermediary in any other person (the “Subject Person”) shall be taken into account for 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 sub-clause (bb) 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 (iii) 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
  • Such Applicant has the same legal representative for purposes of this Application as any other Applicant; or
  • Such Applicant, or any Associate thereof has a relationship with another Applicant, or any Associate thereof, directly or through common third party/ parties, that puts either or both of them in a position to have access to each other’s information about, or to influence the Application of either or each other; or
  • Such Applicant or any Associate, thereof has participated as a consultant to the Authority in the preparation of any documents, design or technical specifications of the Project.
  • An Applicant shall be liable for disqualification if any legal, financial or technical adviser of the Authority in relation to the Project is engaged by the Applicant, its Member or any Associate thereof, as the case may be, in any manner for matters related to or incidental to the Project.
  • For the avoidance of doubt, this disqualification shall not apply where such adviser was engaged by the Applicant, its Member or Associate in the past but its assignment expired or was terminated prior to the Application Due Date. Nor will this disqualification apply where such adviser is engaged after a period of 3 (three) years from the date of commercial operation of the Project.

The complete documents can be downloaded from https://eproc.karnataka.gov.in

Source: K-RIDE -Tender | Image Credit (representational): K-RIDE