Request for Qualification (RFQ) –

Technical and Financial Qualification

for

Implementation of Rooftop Solar PV System at Various

Locations of Chennai Egmore station of Chennai
division, Southern Railway, with the Objective of
Generating and Supplying Energy to Railway
Installations through RESCO Mode .
(NIT No: E-HQ-CN-EOT-36-2025-26)

Ministry of Railways
Government of India

Signature Not
Verified
Digitally signed by
ANILA V V
Date: 2025.12.24
15:39:24 IST
Reason: IREPS-CRIS
Location: New Delhi
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 Overview of the Framework
The bidding process will be a single stage two packet process carried out by Railway without
any Subsidy/Viability Gap Funding (VGF) support from MNRE or Railways. The bid document
comprises of RFQ, RFP and PPA. The bidders will submit bid comprising of the technical and
commercial qualification with supporting documents corresponding to the requirements of
Request For Qualification(RFQ) and a price bid corresponding to the requirements of Request
For Proposal(RFP) on e-biding portal on or before the Bid due date.

Note: - Interested bidders have to download the official copy of RFQ & other documents after
logging into the e-biding portal. The bidder shall only be eligible to submit/ upload the bid
document only after logging into e-biding portal and downloading the official copy of Bid
document.

The bidder is required to submit bid where it proposes to sell power (Annexure-VI). Bids for part
capacity would be rejected.

Railway will evaluate the bids based on the technical and financial eligibility illustrated under
clause 2.2.2 (A) and 2.2.2 (B), of this RFQ document.
“Only those bidders who meet the technical and financial eligibility, under this stage (RFQ stage)
will have their price bids opened by the Railway”.

CFA (Central Finance Assistance)

The present tender is without CFA & as such no CFA will be payable either by MNRE or
Railways.

Request for Qualification (RFQ)

The RFQ aims to identify credible bidders who have the requisite technical and financial capacity
for undertaking the project. The information sought for the purposes of pre- qualification should
generally be restricted to technical and financial capabilities that are relevant to the project. Such
information should be precise and quantified so that the process of short-listing is fair and
transparent, and does not expose the government to disputes or controversies. The bidders, who
meet the technical and financial qualification requirements will be shortlisted for the opening of
the price bids. Thereafter the results of successful bidders will be announced by the Railways.

Technical Capacity

(i) Bidder who have experience of successful installation of minimum aggregate 200 KW
capacity of Grid connected Solar rooftop systems in Developer or EPC mode before the
scheduled date of submission of Technical Bid. Such experience should be of the BIDDER
himself.
OR

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 Bidder who have experience of successful installation and Commissioning of minimum
aggregate 1000 KW capacity of Solar Rooftop/Grid connected solar Photovoltaic (SPV)
system ie. Solar Rooftop system/grid connected ground mounted solar system in Developer
or EPC mode in any sector viz. residential, social, industrial, commercial, government or any
other before the scheduled date of submission of Technical Bid. Such experience should be
of the BIDDER himself.

(ii) Details of experience to establish the above experience, self-certified documents like copies
of the Orders, Certificates of installation and commissioning, from the client/user Agency,
Project/application registration number with SECI/State Nodal Agency with commissioning
report/meter installation report as a proof of commissioning, shall be mentioned in the
Appendix-I Annexure-II and submitted along the Technical Offer.”

Financial Capacity

(i) Average Turnover of the interested bidder during last 3 financial years shall be Rs.150 lakh
/ year.

Bidder must have positive net worth in all last three financial years.

(ii) Parent Company: Eligibility criteria of parent company of the bidder shall also be considered
for bidder’s eligibility criteria if the parent company is holding minimum 26% share in the
bidding company. Documentary evidence shall be submitted along with the bid.

(iii) Audited and Certified copies of the Annual Accounts should be enclosed. For the preceding
years, a summarized sheet of turnover certified by Statutory Auditors (Sole proprietor
ship/firm) shall be enclosed as per Appendix-I Annexure-III.

(iv) For proprietary/partnership companies, copies of Income Tax returns with full details of turn
over should be enclosed. A summarized sheet of turnover certified by Statutory Auditors
(Sole proprietor ship/firm) shall also be enclosed.]

The Bidder should have valid GSTIN registration certificate in the State. A copy of which should be
enclosed.”

Submission of Document Verification Certificate

Please submit a certificate in the prescribed format (please download the format from the link given below)
for verification / confirmation of the documents submitted for compliance of eligibility /qualifying criteria.
Non submission of the certificate, or submission of certificate either not properly filled in, or in a format
other than the prescribed format shall lead to summary rejection of your offer. (Appendix – X)

Request for Proposal (RFP)

The qualified bidders at RFQ stage shall be called for the opening of the price bids. The results
of the bid will be announced by the Railway after selection of the successful bidder. Railway will
issue the Letter of Award to the successful bidders.

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 Signing of Power Purchase Agreement:
The successful bidder is required to sign Power Purchase Agreement (PPA) for period of 25 years with
the Railway.

BID INFORMATION SHEET

This Document outlines the bidding process for
Document Description “Implementation of Rooftop Solar PV System At Various
Locations of Chennai Egmore station of Chennai
division, Southern Railway, with the Objective of
Generating and Supplying Energy to Railway Installations
through RESCO Mode”
NIT No.& Date E-HQ-CN-EOT-36-2025-26 Dated 24-12-2025

This project aims to Generate and Supply Power from Rooftop Solar
PV systems. The SPD will be responsible for Engineering, Design,
Procurement, Erection (including civil and structural works),
Broad Scope Installation, Testing and Commissioning of the solar PV system(s)
including Operation and Maintenance (O&M) of the system(s) for
period of 25 years after commissioning of projects). The SPD will
supply power based on a PPA.

Performance Security
(PBG): Rs 1602 /kWp. This PBG amount shall be furnished by the
Performance Security (PBG)
successful bidder to Railways within 30 days of Signing of PPA.

Date of Commencement of
downloading of Bid document 24-12-2025
from e-portal

Pre-Bid Conference/ As per the NIT on e-bidding portal

Clarification Meeting

Last date & time for:

(a) Online Submission of
Response to RFQ/RFP/ PPA,
and As per the NIT on e-bidding portal
(b) Submission of all
documents physically at
Railway office

Bid Opening –RFQ As per the NIT on e-bidding portal

(Techno- Commerical)
Financial Bid Opening-RFP Shall be informed to eligible bidders in due course.

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 Rs. 34,810/- (Inclusive of GST) to be submitted either through
Cost of Bid Document (non- online payment mode as permitted in IREPS website.
refundable)

Bid Security/EMD: Rs. 1068 /kWp is to be submitted in the

form of Bank Guarantee along with the Response to RFQ/RFP.
Bid Security/EMD:
Format of Bank Guarantee for Bid Security is provided at
Appendix-II of RFP.

Dy Chief Electrical Engineer,

Name, Designation, Address Construction, Egmore,
and other details (For Southern Railway
submission of Response to Chennai-600 008,
RfQ/RFP)

1) Mr. R. Srinivasan,
Details of persons to be AXEE/G/CN/MS
contacted in case of any Mobile: 9003145311
assistance required.
Timings: 9:15 Hrs to
2) Mr.C. R. Raveendran,
17:45 Hrs in working
days (i.e. Monday to DyCEE/G/CN/MS
Friday) Mobile: 9003145301
Important Note: -Bidders are requested to remain updated for any notices/amendments/clarifications etc.
to the RFQ/RFP/PPA document through the e-bidding portal. No separate notifications will be issued for
such notices/amendments/clarification etc. in the print media or individually. Intimation regarding
notification/amendments/clarifications etc. shall be updated only on above website.

All the information related to this tender shall be updated in the e-bidding portal.

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 Contents

Invitation for Qualification

Section 1. Introduction
Section 2. Instructions to Bidders
Section 3. Criteria for Evaluation
Section 4. Fraud & Corrupt Practices
Section 5. Pre Bid Conference
Section 6. Miscellaneous

Appendices

I. Bidder Information in Annex I – Annex IX

II. Power of Attorney for signing of Bid
III. Power of Attorney for Lead Member of Consortium
IV. Joint Bidding Agreement for Consortium
V. Guidelines of the Department of Disinvestment
VI. List of Bid-specific provisions
VII. List of Project Specific Provisions
VIII. Integrity Pact/ Code of Integrity in Public Procurement; Misdemeanours and
Penalties
IX. Bank Guarantee for Bid Security
X Document Verification Certificate

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Request for Qualification (RFQ)

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 Application Letter for Technical and Financial Qualification

(To be submitted by Bidder on their Letter Head)

To
Dy Chief Electrical Engineer,
Construction, Egmore,
Southern Railway
Chennai-600 008

Subject: Application for pre qualification for Implementation of Rooftop Solar PV

System at Various Locations of Chennai Egmore station of Chennai division,
Southern Railway, with the Objective of Generating and Supplying Energy to
Railway Installations through RESCO Mode.

1. I/ We acknowledge that Railway will be relying on the information provided in the Bid and the
documents accompanying such Bid for pre- qualification of the Bidders for the aforesaid project, and
we certify that all information provided in the Bid and in Annexure I to IX of Appendix –I & upto
Appendix -IX is true and correct; nothing has been omitted which renders such information
misleading; and all documents accompanying such Bid are true copies of their respective originals.

2. This statement is made for the express purpose of qualifying as a Bidder for the Design, Build
Finance, Operate and Transfer (DBFOT) of the aforesaid Project.

3. I/ We shall make available to Railway any additional information it may find necessary or require
to supplement or authenticate the Qualification statement.

4. I/ We acknowledge the right of Railway to reject our Bid without assigning any reason or otherwise
and hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same
on any account whatsoever.

5. I/ We certify that in the last three years, we/ any of the Consortium Members or our/ their Associates
have neither failed to perform on any contract, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award, nor been expelled
from any project or contract by any public authority nor have had any contract terminated by any
public authority for breach on our part.

6. I/ We declare that:
(a) I/ We have examined and have no reservations to the RFQ
document, including any Addendum issued by Railway ;
b) I/ We do not have any conflict of interest in accordance with Clauses
2.2.1(c) and 2.2.1(d) of the RFQ document;
c) I/We have not directly or indirectly or through an agent engaged or indulged
in any corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practice, as defined in Clause 4.3 of the RFQ
document, in respect of any tender or request for proposal issued by or any
agreement entered into with the Railway or any other public sector
enterprise or any government, Central or State; and

7. I/We understand that you may cancel the Bidding Process at any time and you are neither bound
to accept any Bid that you may receive nor to invite the Bidders to Bid for the Project, without
incurring any liability to the Bidders, in accordance with Clause 2.17.6 of the RFQ document.

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8. I/ We believe that we/ our Consortium/ proposed Consortium satisfy(s) the Financial criteria and
meet(s) all the requirements as specified in the RFQ document and am/ are qualified to submit a
Bid.

9. I/ We declare that we/ any Member of the Consortium, or our/ its Associates are not a Member
of a/ any other Consortium applying for pre-qualification.

10. I/ We certify that in regard to matters other than security and integrity of the country, we/ any Member
of the Consortium or any of our/ their Associates have not been convicted by a court or indicted or
adverse orders passed by a regulatory authority which could cast a doubt on our ability to undertake
the Project or which relates to a grave offence that outrages the moral sense of the community.

11. I/ We further certify that in regard to matters relating to security and integrity of the country, we/
any Member of the Consortium or any of our/ their Associates have not been charge-sheeted by any
agency of the Government or convicted by a court.

12. I/ We further certify that no investigation by a regulatory authority is pending either against us/ any
Member of the Consortium or against our/ their Associates or against our CEO or any of our directors/
managers/ employees.£
13. I/We further certify that we/ any Member of the Consortium or any of our/ their Associates are not
barred by the [Central Government/ State Government] or any entity controlled by it, from
participating in any project (DBFOT or otherwise), and no bar subsists as on the date of Bid.

14. I/ We undertake that in case due to any change in facts or circumstances during the Bidding Process,
we are attracted by the provisions of disqualification in terms of the provisions of this RFQ, we shall
intimate Railway of the same immediately.

15. The Statement of Legal Capacity as per format provided at Annex-V in Appendix-I of the RFQ
document, and duly signed, is enclosed. The power of attorney for signing of Bid and the power
of attorney for Lead Member of consortium, as per format provided at Appendix II and III
respectively of the RFQ, are also enclosed.

16. I/ We understand that the selected Bidder shall either be an existing Company incorporated under
the Indian Companies Act, 1956/2013, or shall incorporate as such prior to execution of the
Power Purchase Agreement.

17. I/ We hereby irrevocably waive any right or remedy which we may have at any stage at law
or howsoever otherwise arising to challenge or question any decision taken by Railway in connection
with the selection of Bidders, selection of the Bidder, or in connection with the selection/ Bidding
Process itself, in respect of the above mentioned Project and the terms and implementation thereof.

18. I/ We agree and undertake to abide by all the terms and conditions of the RFQ document.

19. I/ We certify that in terms of the RFQ, to satisfy the technical criteria as per clause 2.2.2 (A) and to
satisfy the financial criteria as per clause 2.2.2 (B).
20. We agree and undertake to be jointly and severally liable for all the obligations of the SPD under
the Power Purchase Agreement. $

21. We understand and agree that our response to RFP opened only if we are shortlisted on scrutiny of
RFQ document.

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22. In witness thereof, I/ we submit this Bid under and in accordance with the terms of the RFQ
document.

23. Deleted.

24. I/We understand and agree that Railway can partly finalise the bids or all bids can be finalised
simultaneously.

25. I/ We understand, confirm and agree that we or any of our Associate thereof has not received any
direct or indirect subsidy, grant, concessional loan or subordinated debt from any other Bidder, or
any Associate thereof or has not provided any such subsidy, grant, concessional loan or subordinated
debt to any other Bidder, its Member or any Associate thereof;

Yours faithfully,
Date: (Signature, name and designation of
Authorized Signatory)
Place: Name and seal of the Bidder/ Lead Member
$ This Paragraph 20 shall be omitted if the Bidder is not a Consortium.
£ In case the Bidder is unable to provide the certification specified in paragraph 13, it may precede the paragraph by the words viz.
“Except as specified in Schedule hereto”. The exceptions to the certification or any disclosures relating thereto may be clearly
stated in a Schedule to be attached to the Bid. Railway will consider the contents of such Schedule and determine whether or not the
exceptions/disclosures are material to the suitability of the Bidder for pre-qualification hereunder.

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 DEFINITIONS & ABBREVIATIONS

In this “RFQ Document” the following words and expression will have the meaning as herein
defined where the context so admits:

1.1. “Associate” means with respect to any specified Person, any other Person directly or
indirectly controlling, controlled by or under common control with such specified Person.

1.2. “Bid Due Date” As defined in Clause 1.1.5 of RFQ.

1.3. "B.I.S" shall mean specifications of Bureau of Indian Standards (BIS).

1.4. “Bids” shall mean the Techno Commercial Bid submitted by the Bidder along with
all documents / credentials / attachments annexure etc., in response to this RFQ, in
accordance with the terms and conditions hereof.

1.5. “Bidder/Bidding Company” shall mean Bidding Company submitting the Bid. Any
reference to the Bidder includes Bidding Company/ including its successors, executors
and permitted assigns as the context may require”.

1.6. “Bid Security” shall mean the unconditional and irrevocable bank guarantee to be
submitted along with the Bid. The details are provided in this document.

1.7. “Bid Capacity” shall means capacity offered by the bidder in his Bid under invitation.

1.8. “Bid Deadline” shall mean the last date and time for submission of Bid as specified in
RFQ and RFP document.

1.9. “Bidding Documents” As defined in Clause 1.2.3 of RFQ.

1.10. “Bidding Process” As defined in Clause 1.2.1 of RFQ.

1.11. “CEA” shall mean Central Electricity Authority.

1.12. Central Financial Assistance (CFA) (Not Applicable)

1.13. “Chartered Accountant” shall mean a person practicing in India or a firm whereof all
the partners practicing in India as a Chartered Accountant(s) within the meaning of the
Chartered Accountants Act, 1949.

1.14. “Competent Authority’’ shall mean officials of Railway, himself and/or a person or
group of persons nominated by Railway for the mentioned purpose herein.

1.15. “Commissioning” means Successful operation of the Project / Works by the

Contractor, for the purpose of carrying out Performance Test(s) as defined in RFQ.
1.16. “Company” shall mean a body incorporated in India under the Companies Act, 1956
or Companies Act, 2013 including any amendment thereto.

1.17. “Contracted capacity” shall mean the Total aggregate capacity in kWp, proposed to

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 be allocated by Railway to the Successful Bidder through this bidding process as per terms
and conditions specified therein.

1.18. “Conflict of Interest” as defined in Clause 2.2.1(c) of RFQ.

1.19. “Consortium” as defined in Clause 2.2.1(a) of RFQ.

1.20. “(CUF) Capacity Utilization Factor” shall have the same meaning as provided in CERC
(Terms and Conditions for Tariff determination from Renewable Energy Sources)
Regulations, 2017 as amended from time to time; However, for avoidance of any doubt,
it is clarified that the CUF shall be calculated on the Installed Capacity;

CUF shall mean the ratio of actual energy generated by SPV project over the year to the
equivalent energy output at its Installed Capacity over the yearly period. CUF = Actual
annual energy generated from the plant in kwh / (Installed Capacity in kW x 365 x 24)

1.21. “DBFOT” shall mean Design, Built, Finance, Operate and Transfer

1.22. “Eligibility Criteria” shall mean the Eligibility Criteria as set forth in Section 3 of this
RFQ

1.23 “Estimated Project Cost” as defined in PPA. For the purpose of this RFQ, Estimated
Project Cost may be derived from latest Benchmark Cost of grid connected Rooftop Solar
PV system Order issued by Ministry of New & Renewable Energy (MNRE).

1.24. “Financial Capacity” As defined in Clause 2.2.2 (B) of RFQ.

1.25. “General Categories States/UTs” is defined by MNRE as the states which are not
special category states, North East States and islands (Andaman and Nicobar and
Lakshadweep islands)

1.26. “Government” mean Government of India.

1.27. "IEC" shall mean specifications of International Electro-technical Commission.

1.28. “Jt. Bidding Agreement” as defined in Clause 2.2.5 (g) of RFQ..

1.29. "kWp" shall mean Kilo-Watt Peak (Rated Power).

1.30. "kWh" shall mean Kilo-Watt-hour.

1.31. “Lead Member” as defined in Clause 2.2.5 (c) of RFQ..

1.32. “LOA” shall mean Letter of Award.

1.33. "MNRE" shall mean Ministry of New and Renewable Energy, Government of India

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1.34. “Maximum Bid Capacity” shall mean the maximum capacity for which the Bidder
can submit its Bid.

1.35. “Member” means Member of a Consortium

1.36. “Net Metering” shall mean arrangement under which rooftop solar system the system
installed at eligible consumer premises delivers surplus electricity, if any, to the
Distribution Licensee after off-setting the electricity supplied by distribution licensee
during the applicable billing period.

1.37. "O&M" shall mean Operation & Comprehensive Maintenance of Rooftop Solar PV
System

1.38. “Power Purchase Agreement (PPA)or Agreement” means an Agreement executed

hereof between Railways and SPD, including the schedules, amendments, modifications
and supplements made in writing by the Parties from time to time; This is supplemented
along with the RFP document.

1.39. “PPP model” shall mean where the bidders intend to take a rooftop/ sites owned by
Railways on mutually agreed terms and conditions from Railways and enters into the PPA
with Railways for supply of Solar power for 25 years from the date of Commissioning of
project as per the guidelines issued by Ministry of Finance (MoF) vide letter no. [Link].
1/4/2005-PPP dt: 23.01.2006 with latest revisions.

1.40. “Qualified Bidder” shall mean the Bidder(s) who, after evaluation of their Techno
Commercial Bid as per Clause 3.1 stand qualified for opening of Request for Proposal.

1.41. “Qualification” as defined in Clause 1.2.1 of RFQ.

1.42. “Qualification Stage” as defined in Clause 1.2.1 of RFQ.

1.43. “Re. or Rs. or INR” means Indian Rupee.

1.44. “RFP or Request for Proposals” as defined in Clause 1.2.1 of RFQ.

1.45. "RFQ" shall mean Request for Qualification (RFQ)/Tender document.

1.46. “Special Category States/UTs, Northeast states and islands” shall mean the state of
Jammu and Kashmir, Himachal Pradesh and Uttarakhand, North East States and
Andaman and Nicobar and Lakshadweep islands as defined by MNRE.

1.47. “SPD” shall mean Solar Power Developer, a Corporate Entity and Company
incorporated by the bidder as per Indian Laws in accordance with Companies Act, 1956
or Companies Act 2013.

1.48. “SPV”shall mean Special Purpose Vehicle as defined in Clause 2.2.5 of RFQ.

1.49. “Statutory Auditor” shall mean the auditor of a Company appointed under the

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 provisions of the Companies Act, 1956 or Companies Act 2013 or under the provisions
of any other applicable governing law.

1.50. “Successful Bidder(s) /Contractor/Project Developers(s)” shall mean the Bidder(s)

selected by Railway pursuant to this RFQ & RFP, for Implementation of Rooftop Solar
PV Projects for Indian Railways as per the terms of the RFQ & RFP documents, and to
whom a LOA has been issued.

1.51. “SNA” shall mean State Nodal Agency.

1.52. “Technical Capacity” As defined in Clause 2.2.2 (A) of RFQ.

1.53. “Wp” shall mean Watt Peak.

1.54. “Zone/Zonal Railways/ZR” means Zonal Railways covering the entire geographical
area under that Zone as per the Railway Act 1989 as amended from time to time.

1.55. “LOI” shall mean Letter of Intent

1.56. “Equity” means the sum expressed in Indian Rupees representing the paid up equity
share capital of the Concessionaire for meeting the equity component of the Total Project
Cost, and for the purposes of this Agreement shall include convertible instruments or
other similar forms of capital, which shall compulsorily convert into equity share capital
of the Company, and any interest-free funds advanced by any shareholder of the Company
for meeting such equity component;

1.57. Not used

1.58. Not used

INTERPRETATIONS
1. Words comprising the singular shall include the plural & vice versa.
2. An applicable law shall be construed as reference to such applicable law including its
amendments or re-enactments from time to time.
3. A time of day shall save as otherwise provided in any agreement or document be
construed as a reference to Indian Standard Time.
4. Different parts of this contract are to be taken as mutually explanatory and supplementary
to each other and if there is any differentiation between or among the parts of this contract,
they shall be interpreted in a harmonious manner so as to give effect to each part.
5. The table of contents and any headings or sub headings in the contract has been inserted
for case of reference only & shall not affect the interpretation of the RFQ, RFP & PPA
documents.

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 Disclaimer
The information contained in this Request for Qualification document (the “RFQ”) or
subsequently provided to Bidder(s), whether verbally or in documentary or any other form,
by Railways or any of its employees or advisors, is provided to Bidder(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 Railways to the
prospective Bidders 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 Bid for
qualification pursuant to this RFQ (the “Bid”). This RFQ includes statements, which
reflect various assumptions and assessments arrived at by Railways in relation to the
Project. Such assumptions, assessments and statements do not purport to contain all the
information that each Bidder may require. This RFQ may not be appropriate for all
persons, and it is not possible for Railways, 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 Bidder 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 Bidder(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 Railways accepts no responsibility for
the accuracy or otherwise for any interpretation or opinion on law expressed herein.

The Railways, its employees and advisors make no representation or warranty and shall
have no liability to any person, including any Bidder or Bidders, 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 Bidders for participation in the Bidding Process.

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

The Railways 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.

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The issue of this RFQ does not imply that Railways is bound to select and appoint the
selected Bidder, as the case may be, for the Project and Railways reserves the right to
reject all or any of the Bids without assigning any reasons whatsoever.

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

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Invitation for Qualification

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 1. INTRODUCTION$
1.1 Background1

1.1.1 Electrical General, Construction, Egmore, Chennai, Southern Railway invites eligible
Bidders to participate in the e- bidding process for “Implementation of Rooftop Solar
PV System at Various Locations of Chennai Egmore station of Chennai division,
Southern Railway, with the Objective of Generating and Supplying Energy to
Railway Installations through RESCO Mode”.

(i) Minimum capacity of Solar PV plant is 10 kWp.

(ii) Railways may enter into Power Purchase Agreement (PPA) for implementation of Solar
Rooftop Projects at the tariff discovered with the lowest bidder. Agency shall survey and
workout the feasible capacity along with Railways before signing of PPA.

(iii) Effective date of Project will be handing over of rooftop site to developer after signing of
PPA. Project completion time will be 240 days from effective date.

The generated solar power will be utilized solely by Railway(s) through net metering/ Reverse
Power Relay system (as per prevailing norms and regulations for Net Metering of respective
states under the division) for their respective locations under Zones. Railways can grant
exemption in the requirement of Net metering as per demand requirements of location.
Provisions of net-metering/ Reverse Power Relay as per prevailing norms and regulations of
State or as mutually decided between Railways and SPD will be part of PPA.

The Railways has decided to undertake development and operation/ maintenance of the Solar Roof
top Project (the “Project”) through Public-Private Partnership (the “PPP”) on Design, Build, Finance,
Operate and Transfer (the “DBFOT”) basis, and has, therefore, decided to carry out the e- bidding
process for selection of the bidder, with which Railways may enter into Power Purchase Agreement
(PPA).

1.1.2 The selected Bidder, a Corporate entity who is either a company incorporated under the
Companies Act, 1956/2013 or undertakes to incorporate as such prior to execution of the power
purchase agreement (the “SPD”) 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 Power Purchase Agreement (the “PPA”) to be

18
 entered into between the selected SPD and the Railways in the form provided by the Railways
as part of the Bidding Documents pursuant hereto.

NOTE: Bidders may note that terminology related to some of the terms may not be relevant. Similarly,
some of the elaborations in this document will also not be applicable. Minor changes in PPA like specific
requirements for SPD and Railway, will be incorporated before signing of the Agreement with the
Railways. Bidders may also note that Power Purchase Agreements may be signed with Railways. Bidders
may be required to form an appropriate Special Purpose Vehicle (SPV) to execute the PPA and implement
the project. All decisions regarding acceptance and verification of documents regarding SPV shall be taken
by Competent Authority decided by Railways.

1.1.3 The scope of work will broadly include Design, Build, Finance, Operation and long –term
maintenance and transfer of Roof-mounted solar PV projects at selected locations of Railways
and the supply of electricity to Railways under long-term fixed rate PPA.

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

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

1.2 Brief description of Bid Document

1.2.1 The Railway has adopted the “e-Bidding Process” for selection of the Bidder for award of the
Project which shall be conducted on e-bidding portal. The process involves qualification (the
“Qualification”) of interested parties/ consortia who make a Bid in accordance with the provisions
of this RFQ (the “Bidder”, which expression shall, unless repugnant to the context, include the
Members of the Consortium). Each Bidder shall pay to Railway a sum of Rs.34,810/- (Thirty four
thousand eight hundred ten) (nonrefundable) ( Inclusive of GST ) as the cost of the Bid
Document. The Bid Document Fee shall be payable through online payment mode as permitted in
IREPS website. Bids shall be further evaluated for their Price bid submitted corresponding to the
requirements of the 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 Railway shall be entitled to
disqualify a Bidder in accordance with the aforesaid guidelines at any stage of the Bidding Process.
Bidders must satisfy themselves that they are qualified to bid, and should give an undertaking to
this effect in the form at Appendix-I.

1.2.2 Corresponding to the requirements in RFQ, Bidders would be required to furnish all the information
specified in this RFQ. Only those Bidders that are pre-qualified under RFQ and short-listed by
Railway shall be evaluated by Railway for their Price bid for the Project under RFP. The Bidders
are advised to visit the project sites and familiarize themselves with the Project.

19
1.2.3 The Bidders will be evaluated for their package comprising of technical and financial qualifications
and Price bid (the “Bids”) in accordance with the RFQ and RFP and other documents to be provided
by Railway (collectively the “Bidding Documents”). The Bid shall be valid for a period of
not less than 180 days from the date specified in Clause 1.3 for submission of Bids (the “Bid
Due Date”).

1.2.4 In terms of the RFP, a Bidder will be required to deposit, along with its Bid, a Bid Security of
amount of Rs. 1068 /kWp (the “Bid Security”), refundable not later than 60 (sixty) days from the
Financial Bid Opening Date (RFP), except in the case of the selected Bidder(s) whose Bid Security
shall be retained till it has provided a Performance Security under the Power Purchase Agreement.
The Bidders will have an option to provide Bid Security in the form of a demand draft or a bank
guarantee from a Scheduled Bank in India acceptable to Railways. In case a bank guarantee is
provided, its validity period shall not be less than 240 (Two Hundred and Forty) 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 Railways and the Bidder from time to time. Where a demand draft is provided, its
validity shall not be less than 80 (eighty) days from the Bid Due Date for the purposes of
encashment thereof by Railways. The Bid shall be summarily rejected if it is not accompanied by
the Bid Security. In case capacity is enhanced by Railways (if applicable), the successful bidder
shall submit the equivalent amount of Performance Security to Railways under PPP as per
timelines within Schedule N of PPA failing which contracted capacity stands cancelled.

1.2.4 (a) Dispensation for MSEs: - Micro & Small Enterprises ( MSEs) bidders who are having Valid
Udyog Adahar certificate will be exempted for payment of Bid Document fee Rs 34,810/- (Thirty
four thousand eight hundred ten) ( non refundable) ( Inclusive of G S T ) as defined in clause
no.1.2.1. Documentary evidence in respect of above shall require to be submitted. The SPDs which
fall under the definition of MSME as given in GFR Rule-170 are exempted from payment of
EMD/Bid Security. (Ref: Rly. Bd. Lr. No. 2012/Elect(G)/150/4/[Link](MBD) dated 30.06.2023)
It is clarified here that no other benefit as mentioned above shall be extended to SMEs.

1.2.5. Deleted
1.2.6 During the Bidding Process, 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 contract including implementation of the Project. Nodal officer for Railways shall be authorized
representative of Dy Chief Electrical Engineer, Construction, Egmore, Chennai-600 008, Southern
Railway.

1.2.7 As part of the Bidding Documents, Railway will provide a draft Power Purchase Agreement and
other information available pertaining/ relevant to the Project available with it.

1.2.8 Deleted

1.2.9 Details of the process to be followed at the Bidding Process and the terms thereof will be spelt
out in the Bidding Documents.

1.2.10 Any queries or request for additional information concerning this RFQ shall be submitted in
writing by speed post/ courier/ special messenger and by e-mail so as to reach the officer
designated in Clause 2.13.3 by the specified date. The envelopes/ communications shall clearly
bear the following identification/ title:

“Queries/ Request for Additional Information: RFQ for Solar Roof Top Project”.

$ The format for the bank guarantee has been published as part of the Model RFP document

20
1.3 Schedule of Bidding Process

The Railway shall endeavor to adhere to the following schedule:

[Link]. Event Description Tentative Date

24-12-2025
1 Issue of combined RfQ, RfP, PPA Document
24-12-2025
2 Date of start of receiving queries
09-01-2026
3 Pre Bid Conference

Tentative date of response by Railway to queries raised, 20-01-2026

4
if any
05-02-2026
5 Bid Due Date (before 15:00 hrs)
05-02-2026
6 Opening (at 15:30 hrs) of RfQ

Shall be intimated in due

7 Opening of RfP
course.
Validity of Bids 180 days from Bid Due
8
Date

1.4 Pre-Bid Conference details

The date, time, mode of the Pre Bid Conference shall be physical/E- Pre bid

Date: 09-01-2026

Time: 15.00 hrs

Venue: Office of the Chief Electrical Engineer,

Construction, Egmore,
Southern Railway
Chennai-600 008.

21
 2. INSTRUCTIONS TO BIDDERS

A. GENERAL

2.1 Scope of Bid

2.1.1 The Railway wishes to receive Bids for Qualification in order to short- list experienced
and capable Bidders for the evaluation of their Price Bids.

2.1.2 Short-listed Bidders for their technical and financial criteria under RFQ will be evaluated
for their Price bid under RFP.

2.2 Eligibility of Bidders

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

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

(b) A Bidder 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 2.2.5 below.

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

(i) the Bidder, its Member or Associate (or any constituent thereof) and any other Bidder,
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 Bidder,
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 Bidder, Member
or Associate, as the case may be) in the other Bidder, 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 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
$ The provisions of sub-clauses (i), (iii) and (v) shall not apply to government companies.

22
 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

(ii) A constituent of such Bidder is also a constituent of another Bidder; or

(iii) Such Bidder, or any Associate thereof receives or has received any direct or indirect
subsidy, grant, concessional loan or subordinated debt from any other Bidder, or any
Associate thereof or has provided any such subsidy, grant, concessional loan or
subordinated debt to any other Bidder, its Member or any Associate thereof; or

(iv) Such Bidder has the same legal representative for purposes of this Bid as any other
Bidder; or

(v) Such Bidder, or any Associate thereof has a relationship with another Bidder, 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
Bid of either or each other; or

(vi) Such Bidder, or any Associate thereof has participated as a consultant to Railway in the
preparation of any documents, design or technical specifications of the Project.

(d) A Bidder shall be liable for disqualification if any legal, financial or technical adviser of
Railway in relation to the Project is engaged by the Bidder, 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 Bidder, its Member or Associate in the past but its assignment
expired or was terminated prior to the Bid 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.

Explanation: In case a Bidder is a Consortium, then the term Bidder as used in this
Clause 2.2.1, shall include each Member of such Consortium.

(e) Other eligibility conditions shall include, if any

2.2.2 To be eligible for pre-qualification and short-listing, a Bidder shall fulfill the
following conditions of eligibility:

(A) Technical Capacity:

(i) Bidder who have experience of successful installation of minimum aggregate

200 kWp capacity of Grid connected Solar Rooftop system in Developer or EPC
mode before the scheduled date of submission of Technical Bid. Such experience
should be of the BIDDER himself.
23
 OR
Bidder who have experience of successful installation and Commissioning of
minimum aggregate 1000 KWp capacity of Solar Rooftop/Grid connected solar
Photovoltaic (SPV) system ie. Solar Rooftop system/grid connected ground mounted
solar system in Developer or EPC mode in any sector viz. residential, social,
industrial, commercial, government or any other before the scheduled date of
submission of Technical Bid. Such experience should be of the BIDDER himself.

(ii) Details of experience to establish the above experience, self-certified documents

like copies of the Orders, Certificates of installation and commissioning, from the
client/user Agency, Project/application registration number with SECI/State Nodal
Agency with commissioning report/meter installation report as a proof of
commissioning, shall be mentioned in the Appendix-I Annexure-II and submitted
along the Technical Offer.”
And
(B) Financial Capacity:

(i) Average Turnover of the interested bidder during last 3 financial years shall be Rs.150
lakh / year.

Bidder must have positive net worth in all last three financial years.

(ii) Parent Company: Eligibility criteria of parent company of the bidder shall also be
considered for bidder’s eligibility criteria if the parent company is holding minimum
26% share in the bidding company. Documentary evidence shall be submitted along
with the bid.

(iii) Audited and Certified copies of the Annual Accounts should be enclosed. For the
preceding years, a summarized sheet of turnover certified by Statutory Auditors
(Sole proprietor ship/firm) shall be enclosed as per Appendix-I Annexure-III.

(iv) For proprietary/partnership companies, copies of Income Tax returns with full details
of turn over should be enclosed. A summarized sheet of turnover certified by
Statutory Auditors (Sole proprietor ship/firm) shall also be enclosed.]

The Bidder should have valid GSTIN registration certificate in the State. A copy of which
should be enclosed.”

(C) Submission of Document Verification Certificate

Bidders shall confirm and certify on the behalf of the tenderer including its constituents as available in
Appendix-X. The same has been made available in the eligibility conditions of NIT for digital signature
while submitting their offer.
Partnership firm/Joint Venture (JV) / Hindu Undivided Family (HUF) / Limited Liability Partnership (LLP)
etc, please submit a certificate in the prescribed format (please download the format from the link given in
NIT). Non submission of the certificate, or submission of certificate either not properly filled in, or in a
format other than the prescribed format shall lead to summary rejection of your offer. (Appendix – X(A))

2.2.3 “The Bidder shall enclose with its Bid, to be submitted as per the format at Appendix-
24
 I, complete with its Annexes, the following:-
(i) Certificate(s) from statutory auditors of the Bidder. In case a particular job/ contract has
been jointly executed by the Bidder (as part of a consortium), it should further support
its claim for the share in work done for that particular job/ contract by producing a
certificate from its statutory auditor or the client; and

(ii) Certificate(s) from statutory auditors of the Bidder specifying the Financial Capacity of
the Bidder, as at the close of the preceding financial year. For current year certificate
from employer / client to be submitted.”

Note: It is again clarified that Certificate from Chartered Accountant is not acceptable against
requirement set forth in CL 2.2.2 (B). The statutory auditor must mention UDIN number &
Firm registration no. on each certificate.

2.2.4 The Bidder should submit a Power of Attorney as per the format at Appendix- II,
authorizing the signatory of the Bid to commit the Bidder. In the case of a Consortium,
the Members should submit a Power of Attorney in favor of the Lead Member as per
format at Appendix-III.

2.2.5 Where the Bidder is a single entity, it may be required to form an appropriate Special
Purpose Vehicle, incorporated under the Indian Companies Act, 2013 (the “SPV”), to
execute the Power Purchase Agreement and implement the Project. In case the Bidder
is a Consortium, it shall, in addition to forming an SPV, comply with the following
additional requirements:

(a) Number of members in a consortium shall not exceed 6 (six), but information sought
in the Bid may be restricted to 4 (four) members in the order of their equity
contribution, i.e.; maximum six members can participate as a consortium,
maximum four member’s information may be sought, evaluation of experience
limited to maximum three members only.

b) subject to the provisions of sub-clause (a) above, the Bid should contain the information
required for each member of the Consortium;

(c) 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;

(d) the Bid should include a brief description of the roles and responsibilities of
individual members, particularly with reference to financial, technical and O&M
obligations;

(e) an individual Bidder cannot at the same time be member of a Consortium applying
for pre-qualification. Further, a member of a particular Bidder Consortium cannot
be member of any other Bidder Consortium applying for pre- qualification;

Note: All decisions regarding acceptance and verification of documents regarding SPV
shall be taken by Railways.
$
In case duly certified audited annual financial statements containing the requisite details are provided, a
separate certification by statutory auditors would not be necessary in respect of Clause 2.2.3. In jurisdictions that do not
have statutory auditors, the firm of auditors which audits the annual accounts of the Bidder or its Associate may provide
the certificates required under this RFQ.
25
 (f) the members of a Consortium shall form an appropriate SPV to execute the Project,
if awarded to the Consortium;

(g) 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 Bid and submitting a Bid in the event of being short-
listed. The Jt. Bidding Agreement, to be submitted along with the Bid, shall, inter
alia:

(i) convey the intent to form an SPV with shareholding/ownership equity

commitment(s) in accordance with this RFQ, which would enter into the
Power Purchase Agreement and subsequently perform all the obligations of
the SPD in terms of the Power Purchase Agreement, in case the project to
undertake the Project is awarded to the Consortium;

(ii) Clearly outline the proposed roles and responsibilities, if any, of each
member;

(iii) Commit the minimum equity stake to be held by each member;

(iv) commit that each of the members, whose experience will be evaluated
for the purposes of this RFQ, shall subscribe to 26% (twenty six per cent)
or more of the paid up and subscribed equity of the SPV and shall further
commit that each such member shall, for a period of 1 (one) years from the
date of commercial operation of the Project, hold equity share capital not
less than: (i) 26% (twenty six per cent) of the subscribed and paid up equity
share capital of the SPV; and (ii) 5% (five per cent) of the Total Project
Cost specified in the Power Purchase Agreement;
(v) members of the Consortium undertake that they shall collectively hold at
least 51% (fifty one per cent) of the subscribed and paid up equity of the
SPV at all times until the second anniversary of the commercial operation
date of the Project; and

(vi) include a statement to the effect that all members of the Consortium shall be
liable jointly and severally for all obligations of the SPD in relation to
the Project until the Financial Close of the Project is achieved in accordance
with the Power Purchase Agreement; and

(h) except as provided under this RFQ and the Bidding Documents, there shall not be
any amendment to the Jt. Bidding Agreement without the prior written consent of
Railway.

2.2.6 Any entity which has been barred by the Central/ State Government, or any entity controlled
by it, from participating in any project (DBFOT or otherwise), and the bar subsists as on the
date of Bid, would not be eligible to submit a Bid, either individually or as member of a
Consortium.

2.2.7 A Bidder including any Consortium Member or Associate should, in the last 3 (three) years,
have neither failed to perform on any contract, as evidenced by imposition of a penalty by an
arbitral or judicial authority or a judicial pronouncement or arbitration award against the
Bidder, Consortium Member or Associate, as the case may be, nor has been expelled from
any project or contract by any public entity nor have had any contract terminated by any
public entity for breach by such Bidder, Consortium

26
 Member or Associate. Provided, however, that where an Bidder claims that its
disqualification arising on account of any cause or event specified in this Clause 2.2.8 is such
that it does not reflect (a) any malfeasance on its part in relation to such cause or event; (b)
any willful default or patent breach of the material terms of the relevant contract; (c) any
fraud, deceit or misrepresentation in relation to such contract; or (d) any rescinding or
abandoning of such contract, it may make a representation to this effect to Railway for
seeking a waiver from the disqualification hereunder and Railway may, in its sole
discretion and for reasons to be recorded in writing, grant such waiver if it is satisfied
with the grounds of such representation and is further satisfied that such waiver is not in any
manner likely to cause a material adverse impact on the Bidding Process or on the
implementation of the Project.

2.2.8 Deleted
2.2.9 The following conditions shall be adhered to while submitting a Bid:

(a) Bidders should attach clearly marked and referenced continuation sheets in the
event that the space provided in the prescribed forms in the Annexes is insufficient.
Alternatively, Bidders may format the prescribed forms making due provision for
incorporation of the requested information;

(b) information supplied by a Bidder (or other constituent Member if the Bidder is
a Consortium) must apply to the Bidder, Member or Associate named in the Bid
and not, unless specifically requested, to other associated companies or firms.
Invitation to submit Bids will be issued only to Bidders whose identity and/ or
constitution is identical to that at pre-qualification;

(c) in responding to the pre-qualification submissions, Bidders should demonstrate

their capabilities in accordance with Clause 3.1 below; and

(d) in case the Bidder is a Consortium, each Member should substantially satisfy the
pre-qualification requirements to the extent specified herein.

2.2.10 While Qualification is open to persons from any country, the following provisions
shall apply:

(a) Where, on the date of the Bid, 25% (twenty five per cent) or more of the aggregate
issued, subscribed and paid up equity share capital in a Bidder or its Member is
held by persons resident outside India or where a Bidder or its Member is
controlled by persons resident outside India; or

(b) if at any subsequent stage after the date of the Bid, there is an acquisition
of 25% (twenty five per cent) or more of the aggregate issued, subscribed and paid
up equity share capital or control, by persons resident outside India, in or of the
Bidder or its Member;] [then the Qualification of such Bidder or in the event
described in sub clause (b) above, the continued Qualification of the Bidder shall
be subject to approval of Railway from national security and public interest
perspective. The decision of Railway in this behalf shall be final and conclusive and
binding on the Bidder.

5 The provisions of this Clause 2.2.10 may be modified from time to time in accordance with the extant
instructions of the Government.

27
 [The holding or acquisition of equity or control, as above, shall include direct or
indirect holding/ acquisition, including by transfer, of the direct or indirect legal or
beneficial ownership or control, by persons acting for themselves or in concert and
in determining such holding or acquisition, Railway shall be guided by the
principles, precedents and definitions contained in the Securities and Exchange
Board of India (Substantial Acquisition of Shares and Takeovers Regulations,
2011, or any substitute thereof, as in force on the date of such acquisition.]5 The
Bidder shall promptly inform Railway of any change in the shareholding, as above,
and failure to do so shall render the Bidder liable for disqualification from the
Bidding Process.

2.2.11 Notwithstanding anything to the contrary contained herein, in the event that the Bid Due
Date falls within 3 (three) months of the closing of the latest financial year of a Bidder,it
shall ignore such financial year for the purposes of its Bid and furnish all its information
and certification with reference to the 3 (Three) years or 1 (one) year, as the case may be,
preceding its latest financial year. For the avoidance of doubt, financial year shall, for the
purposes of a Bid hereunder, mean the accounting year followed by the Bidder in the
course of its normal business. For current year certificate from employer / client to be
submitted

2.3 Change in composition of the Consortium

2.3.1 Change in the composition of a Consortium will not be permitted by Railway post the bid
due date.

2.4 Number of Bids and costs thereof

2.4.1 No Bidder shall submit more than one Bid for the Project. A Bidder applying individually
or as a member of a Consortium shall not be entitled to submit another Bid either
individually or as a member of any Consortium, as the case may be.

2.4.2 The Bidders shall be responsible for all of the costs associated with the preparation of their
Bids and their participation in the Bidding Process. The Railway will not be responsible or
in any way liable for such costs, regardless of the conduct or outcome of the Bidding
Process.

2.5 Site visit and verification of information

Bidders are encouraged to submit their respective Bids after visiting the Project site
and ascertaining for themselves the site conditions, traffic, location, surroundings, climate,
availability of power, water and other utilities for construction, access to site, handling and
storage of materials, weather data, applicable laws and regulations, and any other matter
considered relevant by them. Nodal officer/ contact person of for site verification shall be
authorized representative of Chief Electrical Engineer, Construction, Egmore, Southern
Railway Chennai-600 008.

2.6 Acknowledgement by Bidder

2.6.1 It shall be deemed that by submitting the Bid, the Bidder has:

(a) made a complete and careful examination of the RFQ;

(b) received all relevant information requested from Railways;

28
 (c) accepted the risk of inadequacy, error or mistake in the information provided in the
RFQ or furnished by Railways relating to any of the matters referred to in Clause
2.5 above; and

(d) agreed to be bound by the undertakings provided by it under and in terms hereof.

2.6.2 The Railway shall not be liable for any omission, mistake or error in respect of any of the
above or on account of any matter or thing arising out of or concerning or relating to
the RFQ or the Bidding Process, including any error or mistake therein or in any
information or data given by Railway.

2.7 Right to accept or reject any or all Bids

2.7.1 Notwithstanding anything contained in this RFQ, Railway reserves the right to accept or
reject any Bid and to annul the Bidding Process and reject all Bids, at any time without any
liability or any obligation for such acceptance, rejection or annulment, and without
assigning any reasons therefore. In the event that Railway rejects or annuls all the Bids,
it may, in its discretion, invite all eligible Bidders to submit fresh Bids hereunder.

2.7.2 The Railway reserves the right to reject any Bid if:

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

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

If the Bidder/Bidder is a Consortium, then the entire Consortium may be disqualified/

rejected. If such disqualification/ rejection occurs after the Bids have been opened and the
lowest Bidder gets disqualified/ rejected, then Railways shall annul the bidding process and
invite fresh bids.

2.7.3 In case it is found during the evaluation or at any time before signing of the Power Purchase
Agreement or after its execution and during the period of subsistence thereof, including the
contract thereby granted by Railways, that one or more of the pre- qualification conditions
have not been met by the Bidder, or the Bidder has made material misrepresentation or
has given any materially incorrect or false information, the Bidder shall be disqualified
forthwith if not yet appointed as the SPD either by issue of the LOI/LOA or entering into
of the Power Purchase Agreement, and if the Bidder/SPV has already been issued the
LOI/LOA or has entered into the Power Purchase Agreement, as the case may be, the
same shall, notwithstanding anything to the contrary contained therein or in this RFQ, be
liable to be terminated, by a communication in writing by Railways to the Bidder, without
Railways being liable in any manner whatsoever to the Bidder and without prejudice to any
other right or remedy which Railways may have under this RFQ, the Bidding Documents,
the Power Purchase Agreement or under applicable law.

2.7.4 The Railways reserves the right to verify all statements, information and documents
submitted by the Bidder in response to the RFQ. Any such verification or lack of such
verification by Railways shall not relieve the Bidder of its obligations or liabilities
hereunder nor will it affect any rights of Railways there under.

29
B. DOCUMENTS

2.8 Contents of the RFQ

This RFQ comprises the disclaimer set forth hereinabove, the contents as listed below,
and will additionally include any Addenda issued in accordance with Clause 2.10. and

(i) Overview of the Framework

(ii) Application Letter for Technical and Financial Qualification
(iii) Definitions & abbreviations

AND
Invitation for Qualification

Section 1. Introduction
Section 2. Instructions to Bidders
Section 3. Criteria for Evaluation
Section 4. Fraud & Corrupt Practices
Section 5. Pre Bid Conference
Section 6. Miscellaneous

Appendices

I. Bidder Information in Annex I – Annex IX

II. Power of Attorney for signing of Bid
III. Power of Attorney for Lead Member of Consortium
IV. Joint Bidding Agreement for Consortium
V. Guidelines of the Department of Disinvestment
VI. List of Bid-specific provisions
VII. List of Project specific provisions
VIII. Code of Integrity in Public Procurement; Misdemeanours and Penalties
IX. Bank Guarantee for Bid Security

2.9 Clarifications

2.9.1 Bidders requiring any clarification on the RFQ may notify Railway in writing by speed
post/ courier/ special messenger and by e-mail in accordance with Clause
1.2.10. They should send in their queries before the date specified in the schedule of
Bidding Process contained in Clause 1.3. Railway shall endeavour to respond to the queries
within the period specified therein, but before the Bid Due Date. The responses will be
sent by e-mail. The Railway will forward all the queries and its responses thereto, to all
purchasers of the RFQ without identifying the source of queries.

2.9.2 Railway shall endeavour to respond to the questions raised or clarifications sought by the
Bidders. However, the Railway reserves the right not to respond to any question or provide
any clarification, in its sole discretion, and nothing in this Clause shall be taken or read as
compelling or requiring Railway to respond to any question or to provide any clarification.

2.9.3 Railway may also on its own motion, if deemed necessary, issue interpretations and
clarifications to all Bidders. All clarifications and interpretations issued by Railway shall
be deemed to be part of the RFQ. Verbal clarifications and information given

30
 by Railway or its employees or representatives shall not in any way or manner be binding
on Railway.

2.10 Amendment of RFQ

2.10.1 At any time prior to the deadline for submission of Bid, Railway may, for any reason,
whether at its own initiative or in response to clarifications requested by a Bidder, modify
the RFQ by the issuance of Addenda.

2.10.2 Any Addendum or Corrigendum thus issued will be uploaded on e-bidding portal only and
no separate intimation to Bidders will be sent.

2.10.3 In order to afford the Bidders a reasonable time for taking an Addendum or Corrigendum
into account, or for any other reason, Railway may, in its sole discretion, may extend the
Bid Due Date$.

C. PREPARATION AND SUBMISSION OF BID

2.11 Language

The Bid and all related correspondence and documents in relation to the Bidding Process
shall be in English language. Supporting documents and printed literature furnished by the
Bidder with the Bid may be in any other language provided that they are accompanied by
translations of all the pertinent passages in the English language, duly authenticated and
certified by the Bidder. Supporting materials, which are not translated into English, may
not be considered. For the purpose of interpretation and evaluation of the Bid, the English
language translation shall prevail.

2.12 Format and signing of Bid

2.12.1 The Bidder shall provide all the information sought under this RFQ. Railway will evaluate
only those Bids that are received in the required formats and complete inall respects
and in the manner specified through online & offline mode. Incomplete and /or
conditional Bids shall be liable to rejection.

2.12.2 Not Used

2.12.3 The documents specified in Hard copy of the Bid (Offline documents) shall be typed or
written in indelible ink. It shall be signed by the authorized signatory of the Bidder who
shall also initial each page of the Bid (including each Appendix and Annex) in blueink.
In case of printed and published documents, only the cover shall be initialed. All the
alterations, omissions, additions or any other amendments made to the Bid shall be
initialed by the person(s) signing the Bid.
$
While extending the Bid Due Date on account of an addendum, the Railway shall have due regard for the time
required by Bidders to address the amendments specified therein. In the case of significant amendments, at
least 15 (fifteen) days shall be provided between the date of amendment and the Bid Due Date, and in the case of
minor amendments, at least 7 (seven) days shall be provided.

31
2.13 METHOD OF BID SUBMISSION (On line & offline mode) .

(A) Documents to be submitted Offline (in Original)

The bidder has to submit the documents in original as part of Response to

RfQ/RfP to the address mentioned in Bid Information Sheet before the due
date and time of bid submission.

Bidding Envelope: Super scribed as “Bidding Envelope containing Covering

Envelope” at the top of the Envelope and “Name & Address of the Bidder” on
the left hand side bottom must contain the following:

i) Covering Envelope: Super scribed as “Covering Envelope must contain

the following:

 Bid security as mentioned in the Bid Information Sheet.

 Power of Attorney as per Appendix-II & III of RfQ (as applicable),

 Board Resolution for Power of Attorney

 Joint Bidding Agreement as per Appendix-IV of RFQ (as applicable)

 Statutory Auditors certificates as mentioned Cl 2.2.3 ( i & ii) of RFQ

 Code of Integrity in Public Procurement; Misdemeanours and Penalties as per

Appendix-VIII of RFQ duly signed by Bidder.

The bidding envelope shall contain the following sticker: (illustration)

Offline documents in Response to RfQ/RfP for “Implementation of

Rooftop Solar PV System At Various Locations of Chennai Egmore station
of Chennai division, Southern Railway, with the Objective of Generating
and Supplying Energy to Railway Installations through RESCO Mode”

RfQ/RfP
Reference No.

Submitted by (Enter Full name and address of the

Bidder)

(Signature of the Authorized Signatory)

Authorized (Name of the Authorized Signatory)
Signatory (Stamp of the Bidder)

Bid Submitted to Dy Chief Electrical Engineer, Electrical

General,
Construction, Egmore, Chennai- 600 008

32
Important Note:

(i) The Bidders shall not deviate from the naming, numbering & Contents
of formats mentioned above.

(ii) In each of the Envelopes, all the documents enclosed shall be indexed
and flagged appropriately, with the index list indicating the name of the
document against each flag.
All the Envelopes shall be properly sealed with the signature of the Authorized
Signatory running across the sealing of the envelopes.

(B) Documents to be submitted Online

Detail instructions to be followed by the Bidders for online submission of

response to RfQ/RfP are stated in Appendix V and VI of RFP. The Bidders
shall strictly follow the instructions mentioned in the bid document in
respective technical bid and financial bid while filling the form.

If the Bidder has submitted offline documents and fails to submit the
online bid, then the same shall be treated as incomplete bid and Cost of
Bid document submitted shall be encashed.

All documents of the response to RfQ/RfP submitted online must be digitally signed
on e-bidding portal which should contain the following:

1. “Technical Bid (First Envelope)”

The Bidder shall upload single technical bid for containing the scanned copy of all
the documents duly signed and stamped on each page by the authorized signatory
as mentioned below along with all attachments.

(i) Bid in prescribed format (Appendix-I of RfQ) along with Annexures

(Annexure I to IX) and supporting documents.

(ii) Signed Copy of Complete Bid document (RFQ,RFP & PPA along with all
Amendments/ Clarifications/ Corrigendum’s thereof )

(iii) All supporting documents regarding meeting the Technical & Financial
eligibility criteria.

(iv) Application Letter for Technical and Financial Qualification as per RFQ

(v) Letter Comprising the Bid as per Appendix- I of RFP

(vi) Audited Annual Reports of the Bidder & its associate as per Cl.3.4.2 of
RFQ

2. “Financial Bid (Second Envelope)”

Only single tariff bid shall have to be filled online in the Bill of Quantities format(BOQ)
provided at the e-bidding portal as per Annex. I of Appendix-I of RFP.

The Bidders, including their successors, (the “Bidders”, which expression shall, unless repugnant
to the context, include the Members of the Consortium) will submit their (“Bids”) comprising of
the

33
 technical and financial qualification to demonstrate eligibility under RFQ and financial offer/price
bids under RFP in accordance with the terms specified in the Bidding Documents. The Bid shall be
valid for a period of not less than 180 (one hundred and eighty) days from the Bid Due Date.

2.13.2 : Not Used

2.13.3 Each of the envelopes shall be addressed to:

ATTN. OF/ DESIGNATION:

Dy Chief Electrical Engineer,

Electrical General,
Construction, Egmore, Southern Railway
ADDRESS: 6th Floor, O/o Chief Administrative Officer, Construction, Egmore,
Chennai – 600 008. CONTACT NO: 9003145301
E-MAIL ADDRESS:…………

2.13.4 If the envelopes are not sealed and marked as instructed above, Railway assumes no
responsibility for the misplacement or premature opening of the contents of the Bid
and consequent losses, if any, suffered by the Bidder.

2.13.5 Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be
rejected.

2.14 Bid Due Date

2.14.1 Bids should be submitted before 15:00 hours IST on the Bid Due Date, at the address
provided in Clause 2.13.3 & on e-bidding portal in the manner and form as detailed in this
RFQ. Bids are to be submitted on e-bidding portal and respective hard copy envelope (as
per offline documents) to be submitted either by post or by putting in tender box at Office
of Dy Chief Electrical Engineer, Electrical General, Construction, Egmore, Southern
Railway.

2.14.2 The Railway may, in its sole discretion, extend the Bid Due Date by issuing an
Addendum/corrigendum in accordance with Clause 2.10 uniformly for all Bidders.

2.15 Late Bids

Bids received by Railway after the specified time on the Bid Due Date either through offline
or Online mode shall not be eligible for consideration and shall be summarily rejected.

2.16 Modifications/ substitution/ withdrawal of Bids

2.16.1 The Bidder may modify, substitute or withdraw its Bid after submission of Offline
documents, provided that written notice of the modification, substitution or withdrawal is
received by Railway prior to the Bid Due Date. No Bid shall be modified, substituted or
withdrawn by the Bidder on or after the Bid Due Date. To modify, substitute or withdraw
its Bid after submission of online bid, procedure specified on e-bidding portal shall be
followed.

2.16.2 The modification, substitution or withdrawal notice shall be prepared, sealed, marked, and
delivered in accordance with Clause 2.13, with the envelopes being additionally

34
 marked “MODIFICATION”, “SUBSTITUTION” or “WITHDRAWAL”, as
appropriate.

2.16.3 Any alteration/modification in the Bid or additional information supplied subsequent to the
Bid Due Date, unless the same has been expressly sought for by Railway, shall be
disregarded.

D. EVALUATION PROCESS

2.17 Opening and Evaluation of Bids

2.17.1 Railway shall open the Bids at 15:30 hours IST on e-bidding portal & at the place specified
in Clause 2.13.3 and in the presence of the Bidders who choose to attend.

2.17.2 Bids for which a notice of withdrawal has been submitted in accordance with Clause
2.16 shall not be opened.

2.17.3 Railway will subsequently examine and evaluate Bids in accordance with the provisions
set out in Section 3.

2.17.4 Bidders are advised that pre-qualification of Bidders will be entirely at the discretion of
Railway. Bidders will be deemed to have understood and agreed that no explanation or
justification on any aspect of the Bidding Process or selection will be given.

2.17.5 Any information contained in the Bid shall not in any way be construed as binding on
Railway, its agents, successors or assigns, but shall be binding against the Bidder if the
Project is subsequently awarded to it on the basis of such information.

2.17.6 Railway reserves the right not to proceed with the Bidding Process at any time without
notice or liability and to reject any or all Bid(s) without assigning any reasons.

2.17.7 If any information furnished by the Bidder is found to be incomplete, or contained in

formats other than those specified herein, Railway may, in its sole discretion, exclude the
relevant project from computation of the Experience of the Bidder.

2.17.8 In the event that a Bidder claims credit for an Eligible Project, and such claim is determined
by Railway as incorrect or erroneous Railway shall reject such claim and exclude the same
from computation of the Experience, and may also, while computing the aggregate
Experience of the Bidder, make a further deduction equivalent to the claim rejected
hereunder. Where any information is found to be patently false or amounting to a material
misrepresentation, Railway reserves the rightto reject the Bid in accordance with the
provisions of Clauses 2.7.2 and 2.7.3.

2.18 Confidentiality

Information relating to the examination, clarification, evaluation, and recommendation for

the short-listed pre-qualified Bidders shall not be disclosed to any person who is
not officially concerned with the process or is not a retained professional advisor advising
Railway in relation to or matters arising out of, or concerning the Bidding Process. Railway
will treat all information, submitted as part of Bid, in confidence and will require all those
who have access to such material to treat the same in confidence. Railway may not divulge
any such information unless it is directed to do so by any statutory entity that has the
power under law to require its disclosure or is to enforce or assert any right or privilege
of the statutory entity and/ or Railway or as may be required by law or in
35
 connection with any legal process.

2.19 Tests of responsiveness

2.19.1 Prior to evaluation of Bids, Railway shall determine whether each Bid is responsive to the
requirements of the RFQ. A Bid shall be considered responsive if:

(a) It is received as per formats at Appendix-I of RFQ;

(b) It is received by the Bid Due Date including any extension thereof pursuant to
Clause 2.14.2;

(c) it is signed, sealed and marked as stipulated in Clauses 2.12 and 2.13
(d) It is accompanied by the Power of Attorney as specified in Clause 2.2.4, and
in the case of a Consortium, the Power of Attorney as specified in Clause
2.2.5 (c);

(e) It contains all the information and documents (complete in all respects) as
requested in this RFQ;

(f) It contains information in formats same as those specified in this RFQ;

(g) It contains certificates from its statutory auditors$ in the formats specified at
Appendix-I of the RFQ for each Eligible Project;

(h) It contains an attested copy of the receipt of Railway towards the cost of the
RFQ process as specified in Clause 1.2.1;

(i) It is accompanied by the Jt. Bidding Agreement (for Consortium), specific to

the Project, as stipulated in Clause 2.2.5 (g);

(j) It does not contain any condition or qualification;

(k) It is properly submitted on e-bidding portal in manner & form specified on RFQ &
RFP and

(l) It is not non-responsive in terms hereof.

Railway at its discretion may ask for additional documents, if felt necessary.

2.19.2 Railway reserves the right to reject any Bid which is non-responsive and no request for
alteration, modification, substitution or withdrawal shall be entertained by Railway in
respect of such Bid. Provided, however, that Railway may, in its discretion, allow the
Bidder to rectify any infirmities or omissions if the same do not constitute a material
modification of the Bid.

$
In case duly certified audited annual financial statements containing the requisite details are provided, a separate
certification by statutory auditors would not be necessary in respect of Clause 2.19.1 (g). In jurisdictions that do
not have statutory auditors, the firm of auditors which audits the annual accounts of the Bidder may provide the
certificates required under this RFQ.

36
2.20 Clarifications

2.20.1 To facilitate evaluation of Bids, Railway may, at its sole discretion, seek clarifications from
any Bidder regarding its Bid. Such clarification(s) shall be provided within the time
specified by Railway for this purpose. Any request for clarification(s) and all
clarification(s) in response thereto shall be in writing.

2.20.2 If a Bidder does not provide clarifications sought under Clause 2.20.1 above withinthe
prescribed time, its Bid shall be liable to be rejected. In case the Bid is not rejected,
Railway may proceed to evaluate the Bid by construing the particulars requiring
clarification to the best of its understanding, and the Bidder shall be barred from
subsequently questioning such interpretation of Railway.

E. QUALIFICATION AND BIDDING

2.21 Short-listing and notification

Deleted

2.22 Submission of Bids

The Bidders will be requested to submit a Bid in the form and manner to be set out
in the Bidding Documents.

The Bidders are therefore advised to visit the site and familiarise themselves with the
Project by the time of submission of the Bid. No extension of time is likely to be considered
for submission of Bids pursuant to invitation that may be issued by Railway.

2.23 Proprietary data

All documents and other information supplied by Railway or submitted by an Bidder to

the Railway shall remain or become the property of Railway. Bidders are to treat all
information as strictly confidential and shall not use it for any purpose other than for
preparation and submission of their Bid. The Railway will not return any Bid or any
information provided along therewith.

2.24 Correspondence with the Bidder

Save and except as provided in this RFQ, Railways shall not entertain any correspondence
with any Bidder in relation to the acceptance or rejection of any Bid.

2.25 Successful bidder shall be required to follow Code of Integrity in Public Procurement;
Misdemeanours and Penalties as a part of PPA as provided at Schedule-P of PPA.

37
 3. CRITERIA FOR EVALUATION

3.1 Evaluation parameters

3.1.1 Only those Bidders who meet the eligibility criteria specified in Clauses 2.2.2 shall qualify
for evaluation under this Section 3. Bids of firms/ consortia who do not meet these criteria
shall be rejected.

3.1.2 The Bidder’s competence and capability is proposed to be established by the following
parameters:

(a) Technical Capacity; and

(b) Financial Capacity.

3.2 Technical Capacity for purposes of evaluation

3.2.1 Subject to the provision of clause 2.2, the bidder must establish the minimum technical
capacity specified in clause 2.2.2 (A).

3.3 Details of Experience

3.3.1 The Bidder should furnish the details of Eligible Experience as per clause 2.2.2.

3.3.2 The Bidders must provide the necessary information relating to Technical Capacity as per
format & as per clause 2.2.2.

3.3.3 The Bidder should furnish the required Project-specific information and evidence in
support of its claim of Technical Capacity, as per format & as per clause 2.2.2.
3.4 Financial information for purposes of evaluation

3.4.1 Deleted

3.4.2 The Bid must be accompanied by the Audited Annual Reports of the Bidder & i t s
associate (of each Member in case of a Consortium) for the last 3 (three) financial years
(i.e. current year and three previous financial years), preceding the year in which the Bid
is made.

3.4.3 In case the annual accounts for the latest financial year are not audited and therefore the
Bidder cannot make it available, the Bidder shall give an undertaking to this effect and the
statutory auditor shall certify the same. In such a case, the Bidder shall provide the Audited
Annual Reports for 3 (three) years preceding the year for which the Audited Annual Report
is not being provided.

3.4.4 The Bidder must establish the minimum Financial Capacity specified in Clause 2.2.2
(B), and provide details as per format & as per clause 2.2.2.

38
4. FRAUD AND CORRUPT PRACTICES

4.1 The Bidders and their respective officers, employees, agents and advisers shall observe the
highest standard of ethics during the Bidding Process. Notwithstanding anything to the
contrary contained herein, Railway may reject an Bid without being liable in any manner
whatsoever to the Bidder if it determines that the Bidder has, directly or indirectly or through
an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practice in the Bidding Process.

4.2 Without prejudice to the rights of Railway under Clause 4.1 hereinabove, if a Bidder is found
by Railway to have directly or indirectly or through an agent, engaged or indulged in any
corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive
practice during the Bidding Process, such Bidder shall not be eligible to participate in any
tender or RFQ issued by Railway during a period of 2 (two) years from the date such
Bidder is found by Railway to have directly or indirectly or through an agent, engaged or
indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice, as the case may be.

4.3 For the purposes of this Clause 4, the following terms shall have the meaning hereinafter
respectively assigned to them:

(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly
or indirectly, of anything of value to influence the actions of any person connected
with the Bidding Process (for avoidance of doubt, offering of employment to, or
employing, or engaging in any manner whatsoever, directly or indirectly, any official
of Railway who is or has been associated in any manner, directly or indirectly, with
the Bidding Process or the LOA or has dealt with matters concerning the Power
Purchase Agreement or arising there from, before or after the execution thereof,
at any time prior to the expiry of one year from the date such official resigns or
retires from or otherwise ceases to be in the service of Railway, shall be deemed
to constitute influencing the actions of a person connected with the Bidding
Process); or (ii) save and except as permitted under sub clause (d) of Clause 2.2.1,
engaging in any manner whatsoever, whether during the Bidding Process or after the
issue of the LOA or after the execution of the Power Purchase Agreement, as the
case may be, any person in respect of any matter relating to the Project or the LOA
or the Power Purchase Agreement, who at any time has been or is a legal, financial
or technical adviser of Railway in relation to any matter concerning the Project;

(b) “Fraudulent practice” means a misrepresentation or omission of facts or

suppression of facts or disclosure of incomplete facts, in order to influence the
Bidding Process;
(c) “Coercive practice” means impairing or harming or threatening to impair or harm,
directly or indirectly, any person or property to influence any person’s participation
or action in the Bidding Process;

(d) “undesirable practice” means (i) establishing contact with any person connected
with or employed or engaged by the Railway with the objective of canvassing,
lobbying or in any manner influencing or attempting to influence the Bidding
Process; or (ii) having a Conflict of Interest; and

39
(e) “restrictive practice” means forming a cartel or arriving at any understanding
or arrangement among Bidders with the objective of restricting or manipulating a
full and fair competition in the Bidding Process.

40
5. PRE-BID CONFERENCE

5.1 A Pre-Bid Conference of the interested parties shall be convened at the designated date,
time, mode and place. Bidders who have downloaded the RFQ document from the e-
bidding portal should submit a Demand Draft for the amount specified in Clause 1.2.1
towards the cost of the RFQ process. A maximum of three representatives of each Bidder
shall be allowed to participate in pre Bid conference.

5.2 During the course of Pre-Bid Conference, the Bidders will be free to seek clarifications
and make suggestions for consideration of Railway. The Railway shall endeavour to
provide clarifications and such further information as it may, in its sole discretion, consider
appropriate for facilitating a fair, transparent and competitive Bidding Process.

6. MISCELLANEOUS

6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws
of India and the courts in the State as in address of Tendering Authority shall have exclusive
jurisdiction over all disputes arising under, pursuant to and/ or in connection with the
Bidding Process.

The bidding process will be single stage process through e-tendering. The bidders will
submit one bid package (On line & offline documents) comprising of the technical and
commercial qualification with supporting documents corresponding to the requirements of
a Request For Qualification and a price bid corresponding to the requirements of Request For
Proposal, as per the form and manner specified in the bid document on or before the Bid
due date. The Railway will first evaluate the technical and financial qualification submitted
by the bidders. Only those bidders who meet the technical eligibility, will have their price
bids opened by the Railway on e-bidding portal.

6.2 Railway in its sole discretion and without incurring any obligation or liability, reserves the
right, at any time, to;

(a) suspend and/or cancel the Bidding Process and/or amend and/or supplement the
Bidding Process or modify the dates or other terms and conditions relating thereto;

(b) consult with any Bidder in order to receive clarification or further information;

(c) pre-qualify or not to pre-qualify any Bidder and/ or to consult with any
Bidder in order to receive clarification or further information;

(d) retain any information and/ or evidence submitted to Railways by, on behalf of, and/
or in relation to any Bidder; and/ or

(e) Independently verify, disqualify, reject and/or accept any and all submissions or other
information and/ or evidence submitted by or on behalf of any Bidder.
6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases Railway,
its employees, agents and advisers, irrevocably, unconditionally, fully and finally from any
and all liability for claims, losses, damages, costs, expenses or liabilities in any way
related to or arising from the exercise of any rights and/ or

41
 performance of any obligations hereunder and the Bidding Documents, pursuant hereto,
and/ or in connection with the Bidding Process, to the fullest extent permitted by applicable
law, and waives any and all rights and/ or claims it may havein this respect, whether
actual or contingent, whether present or in future.
6.4 Railways invites eligible Bidders to participate in the tender for Implementation of Rooftop
Solar PV Projects for Indian Railways under a PPP Model. The Bidder will be responsible
for Design, Engineering, Procurement, Finance, Erection (including civil and structural
works), Installation, Testing, Commissioning and Generation from the solar PV system(s)
including Operation and Maintenance (O&M) of the system(s) located on rooftops of
Office Building/Station of Railways for a period of 25 years after commissioning of
project(s).

For the implementation of above mentioned work, Bidder should submit their bid proposal
along with all supporting documents complete in all respect on or before date specified
Schedule of Bidding Process in prescribed format and on e-bidding portal.

Bidders shall submit bid proposal along with non-refundable Bid document fee and Bid
security, complete in all respect as per this document. Techno-Commercial bids will be
opened in presence of authorized representatives of bidders who wish to be present. Bid
proposals received without the prescribed bid document fee and Bid security will be
rejected. In the event of any date indicated above is a declared Holiday, the next working
day shall become operative for the respective purpose mentioned herein.

Bid documents which include Eligibility criteria, Technical Specifications, various

conditions of contract, formats, etc. can be downloaded from e-bidding portal any
amendment( s) / corrigendum / clarifications with respect to this Bid shall be uploaded on
e-bidding portal. The Bidder should regularly follow up for any Amendment /
Corrigendum / Clarification on the above website.

6.5 The SPD shall ensure transfer of all project elements to Nodal Railway after 25 years i.e.
on expiry of PPA at no cost and free from any encumbrances and liability. The Railway in
the twenty sixth year (26th) may examine the need of up-gradation of the system or
renovation and modernization of the existing system depending ontechnological options
available at that time and SPD with mutual consent may carry out the same. Any
maintenance thereafter would be ensured by the Railways.

42
 Appendix I
ANNEX-I

Particulars of the Bidder

To,

1. (a) Name:
(b) Country of incorporation:
(c) Address of the corporate headquarters and its branch office(s), if any,
in India:
(d) Date of incorporation and/ or commencement of business:

2. Brief description of the Company including details of its main lines of business and
proposed role and responsibilities in this Project:

3. Particulars of individual(s) who will serve as the point of contact/communication for the
Bidder:
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone Number:
(f) E-Mail Address:

4. Particulars of the Authorized Signatory of the Bidder: (a)

Name:
(b) Designation: (c)
Address:
(d) Phone Number:

5. In case of a Consortium:
(a) The information above (1-4) should be provided for all the Members of the
Consortium.
(b) Information regarding the role of each Member should be provided as per
table below:

43
 Appendix I
Annex-I

Sl. Name of Member Role$ Percentage of equity in the

No. Consortium$$
1.
2.
3.
4.
$
The role of each Member, as may be determined by the Bidder, should be indicated in
accordance with Clause 2.2.5 (d) and instruction 4 at Annex-IV.
$$
The percentage of equity should be in accordance with Clause 2.2.5 (a), (c) and (g).

6. The following information shall also be provided for the Bidder, including each
Member of the Consortium:
Name of Bidder/ member of Consortium:
No. Criteria Yes No
1. Has the Bidder/ constituent of the Consortium been
barred by the [Central/ State] Government, or any entity
controlled by it, from participating in any project
(DBFOT or otherwise)?

2. If the answer to 1 is yes, does the bar subsist as on

the date of Bid?
3. Has the Bidder/constituent of the Consortium paid
liquidated damages of more than 5% of the contract
value in a contract due to delay or has been penalised due
to any other reason in relation to execution of a contract,
in the last three years?

7. A statement by the Bidder and each of the Members of its Consortium (where
applicable) or any of their Associates disclosing material non- performance or c
o n t r a c t u a l non-compliance in p a s t p r o j e c t s , contractual disputes andlitigation/
arbitration in the recent past is given below (Attach extra sheets, if necessary):

44
 ANNEX-II

Details of the Experience of the Bidder

Submission of information in support of Experience as per Clause 2.2.2 (A)

Address, Order Capacity of the SPV

Date of Net-Meter,
Name of the Phone No./Reference System installed and
SN Installation/Date of
Beneficiary No./Mobile no. and date, if commissioned in
Commissioning
No. any kW.
1

Total of above Experience in kW

I/We hereby confirm that the experience mentioned above by us are actual in grid connected Solar Rooftop
system/grid connected ground mounted solar systems installed & commissioned by us as a Developer or
EPC Contractor.

(Self-Certified Copies of Work orders, along with Work completion certificates shall be attached
with this information. If necessary, separate sheet may be used to submit the information.)

(Signature of Applicant Bidder)

With seal

45
 ANNEX-III

Format for Annual Turnover Certificate

(Refer Clause 2.2.2 B)

TO WHOMSOEVER IT MAY CONCERN

We have verified the books

of accounts and related record of M/s.
situated at Address of the factory/firm
and on verification of the records, we hereby certify that
Average Turnover and Net Worth of this mentioned entity/firm during the last three financial years
which are as under:

SN Financial Year Total Turnover Net Worth

Rs. In Lacs (Positive/Negative)
1

Total

Average Annual Turn Over of last

three years.

Place:
Sign and Seal of Statutory Auditor
Date:

46
 ANNEX-IV

Deleted

47
 ANNEX-V

Statement of Legal Capacity

(To be forwarded on the letterhead of the Bidder/ Lead Member of Consortium)

Ref. Date:

To,

…………………….
……………………..
……………………..

Dear Sir,

We hereby confirm that we/ our members in the Consortium (constitution of which has
been described in the Bid) satisfy the terms and conditions laid out in the RFQ document.

We have agreed that …………………… (insert member’s name) will act as the Lead
Member of our consortium.$

We have agreed that ………………….. (insert individual’s name) will act as our
representative/ will act as the representative of the consortium on its behalf$ and has been
duly authorized to submit the RFQ. Further, the authorised signatory is vested with
requisite powers to furnish such letter and authenticate the same.

Thanking you,

Yours faithfully,

(Signature, name and designation of the authorised signatory) For

and on behalf of……………………………..

48
 Annex VI
Summary of SPV capacity and States for implementation of Rooftop solar project in Developer Mode.

Deleted
 Annex VII
Deleted
 Annex VIII

Summary Sheet of the Bid

Name of Offered Solar PV Aggregated Bid Document Declaration of Bid TOTAL

State Capacity & Technical Fee in Rs/ security Financial Capacity
Range (kWp) Capacity in DD No. and in Rs in Crores
for the State as kWp as per bank name
per the Specified clause no. 2.2.2
Quantum (A)

Total
 Annex IX

List of submittals

List of submittals along with Offline Documents

Sl List of Documents/Submittals
No.
1 Bid Security as mentioned in the Bid Information Sheet of RFQ.
2 Application Letter for Technical and Financial Qualification as per RFQ

3 Letter Comprising the Bid as per Appendix- I of RFP

4 Power of Attorney as per Appendix-II & III of RfQ (as applicable),

5 Joint Bidding Agreement as per Appendix-IV of RFQ ( as applicable)

6 Statutory Auditors certificates as mentioned Cl 2.2.3 ( i & ii) of RFQ

52
 APPENDIX-II

Power of Attorney for signing of Bid$

(Refer Clause 2.2.4)

Know all men by these presents, We……………………………………………..

(name of the firm and address of the registered office) do hereby irrevocably
constitute, nominate, appoint and authorise Mr/ Ms (name), ……………………
son/daughter/wife of ……………………………… and presently residing at
…........................ , who is presently employed with us/ the Lead Member of our
Consortium and holding the position of ……………………………. , as our true and
lawful attorney (hereinafter referred to as the “Attorney”) to do in our name and on
our behalf, all such acts, deeds and things as are necessary or required in connection
with or incidental to submission of our Bid for pre-qualification and
submission of our bid for the …………………………… Project proposed or being
developed by the …………………….................. (the “Railways”) including but not
limited to signing and submission of all bids and other documents and writings,
participate in Pre-Bid meetings and other conferences and providing information/
responses to Railways, representing us in all matters before Railways, signing and
execution of all contracts including the Power Purchase Agreement and undertakings
consequent to acceptance of our bid, and generally dealing with Railways in all
matters in connection with or relating to or arising out of our bid for the said Project
and/ or upon award thereof to us and/or till the entering into of the Power Purchase
Agreement with .

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts,
deeds and things done or caused to be done by our said Attorney pursuant to and in exercise
of the powers conferred by this Power of Attorney and that all acts, deeds and things
done by our said Attorney in exercise of the powers hereby conferred shall and shall
always be deemed to have been done by us.

IN WITNESS WHEREOF WE, …………………………., THE ABOVE NAMED

PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ………
DAY OF …………. 2…..

For
…………………………..
Witnesses:

1.

2.
$ To be submitted in original.

53
 Appendix II Page 2

(Signature, name, designation and address)

(Notarised)

Accepted

……………………………
(Signature)

(Name, Title and Address of the Attorney)

Notes:
* The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executants(s) and when it is so required, the same should be under common seal
affixed in accordance with the required procedure.
** Wherever required, the Bidder should submit for verification the extract of the charter
documents and documents such as a board or shareholders’ resolution/ power of
attorney in favour of the person executing this Power of Attorney for the delegation of
power hereunder on behalf of the Bidder.
***For a Power of Attorney executed and issued overseas, the document will also
have to be legalised by the Indian Embassy and notarized in the jurisdiction where
the Power of Attorney is being issued. However, the Power of Attorney provided
by Bidders from countries that have signed the Hague Legislation Convention
1961 are not required to be legalised by the Indian Embassy if it carries a
conforming Appostille certificate.

54
 APPENDIX-III

Power of Attorney for Lead Member of Consortium$

(Refer Clause 2.2.5)

Whereas the …………. Railways has invited Bids from interested parties for
Implementation of Rooftop Solar PV Projects for Indian Railways (the “Project”).

Whereas, …………………….., …………………….., .......................................... and

…………………….. (collectively the “Consortium”) being Members of the Consortium
are interested in bidding for the Project in accordance with the terms and conditions of the
Request for Qualification document (RFQ), Request for Proposal (RFP) and other
connected documents in respect of the Project, and

Whereas, it is necessary for the Members of the Consortium to designate one of them as
the Lead Member with all necessary power and authority to do for and on behalf of the
Consortium, all acts, deeds and things as may be necessary in connection with the
Consortium’s bid for the Project and its execution.

NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS

We, …………………….. Having our registered office at …………………….., M/s.

…………………….. Having our registered office at .................................................... ,
M/s.
…………………….. Having our registered office at ............ and
…………………….. having our registered office at ...................................... ,
(hereinafter collectively referred to as the “Principals”) do hereby irrevocably designate,
nominate, constitute, appoint and authorise M/S ……………………..
having its registered office at …………………….., being one of the Members of the
Consortium, as the Lead Member and true and lawful attorney of the Consortium
(hereinafter referred to as the “Attorney”). We hereby irrevocably authorise the Attorney
(with power to sub-delegate) to conduct all business for and on behalf of the Consortium
and any one of us during the bidding process and, in the event the Consortium is awarded
the contract, during the execution of the Project and in this regard, to do on our behalf and
on behalf of the Consortium, all or any of such acts, deeds or things as are necessary or
required or incidental to the pre- qualification of the Consortium and submission of its bid
for the Project, including but not limited to signing and submission of all bids and other
documents and writings, accept the Letter of Award, participate in bidders’ and
other conferences, respond to queries, submit information/ documents, sign and execute
contracts and undertakings consequent to acceptance of the bid of the Consortium and
generally to represent the Consortium in all its dealings with Railways, and/ or any
other Government Agency or any person, in all matters in connection with or relating
to or arising out of the Consortium’s bid for the Project and/ or upon award thereof till the
Power Purchase Agreement is entered into with Railways.

$ To be submitted in original.

55
 Appendix III
Page 2

AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds
and things done or caused to be done by our said Attorney pursuant to and in exercise of
the powers conferred by this Power of Attorney and that all acts, deeds and things done
by our said Attorney in exercise of the powers hereby conferred shall and shall always be
deemed to have been done by us/ Consortium.

IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE

EXECUTED THIS POWER OF ATTORNEY ON THIS.................................DAY OF
………. 2..…

For ……………………..
(Signature)
……………………..
(Name & Title)

For ……………………..
(Signature)

……………………..
(Name & Title)

For ……………………..
(Signature)

……………………..
(Name & Title)

Witnesses:

1.

2.

………………………………………

(Executants)

(To be executed by all the Members of the Consortium)

56
 Appendix III
Page 3

Notes:
* The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant (s) and when it is so required, the same should be under common seal
affixed in accordance with the required procedure.
** Also, wherever required, the Bidder should submit for verification the extract of the
charter documents and documents such as a board or shareholders’ resolution/ power
of attorney in favour of the person executing this Power of Attorney for the delegation
of power hereunder on behalf of the Bidder.
***For a Power of Attorney executed and issued overseas, the document will also
have to be legalised by the Indian Embassy and notarised in the jurisdiction where
the Power of Attorney is being issued. However, the Power of Attorney provided
by Bidders from countries that have signed the Hague Legislation Convention
1961 are not required to be legalised by the Indian Embassy if it carries a
conforming Appostille certificate.

57
 APPENDIX-IV
Joint Bidding Agreement
(Refer Clause 2.13.2)
(To be executed on Stamp paper of appropriate value)

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¥ 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 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

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

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) ****** Railway, established under , represented by its

¥ A Bidder who is registered abroad may substitute the words, viz “a company registered under the
Companies Act, 1956/2013” by the words, viz “a company duly organised and validly existing under the
laws of the jurisdiction of its incorporation”. A similar modification may be made in Recital 2, as
necessary.
$ The number of Parties will be shown here, as applicable, subject however to a maximum of 6 (six).

58
 Appendix IV Page 2

[] (hereinafter referred to as the “ Railways” which expression shall, unless

repugnant to the context or meaning thereof, include its administrators, successors
and assigns) has invited bids (the “Bids”) by its Request for Qualification No
.................................................... dated
………… (the “RFQ”) for pre-qualification and short-listing of bidders for
development, operation and maintenance of the ………………………..
Project (the “Project”) through public private partnership.

(B) The Parties are interested in jointly bidding for the Project as members of a
Consortium and in accordance with the terms and conditions of the RFQ document
and other bid documents in respect of the Project, and

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

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 RFQ.

2. Consortium

2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”)

for the purposes of jointly participating in the Bidding Process for the Project.

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

3. Covenants

The Parties hereby undertake that in the event the Consortium is declared the
selected Bidder and awarded the Project, it shall incorporate a special purpose
vehicle (the “SPV”) under the Indian Companies Act, 2013 for entering into a
Power Purchase Agreement with the Railways and for performing all its
obligations as the SPD in terms of the P o w e r P u r c h a s e Agreement for
the Project.

4. Role of the Parties

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

59
 Appendix
Page 3

(a) Party of the First Part shall be the Lead member of the Consortium and
shall have the power of attorney from all Parties for conducting all business
for and on behalf of the Consortium during the Bidding Process;

(b) Party of the Second Part shall be {the Technical Member of the
Consortium;}

{(c) Party of the Third Part shall be the Financial Member of the
Consortium; and}

{(d) Party of the Fourth Part shall be the Operation and

Maintenance Member/ Other Member of the Consortium.}

5. Joint and Several Liability

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

6. Shareholding in the SPV

6.1 The Parties agree that the proportion of shareholding among the Parties the

SPV shall be as follows: First Party:

Second Party:

{Third Party:}

{Fourth Party:}

6.2 The Parties undertake that a minimum of 26% (twenty six per cent) of the
subscribed and paid up equity share capital of the SPV shall, at all times till the
second anniversary of the date of commercial operation of the Project, be held by
the Parties of the First, {Second and Third} Part whose experience and Net Worth
have been reckoned for the purposes of qualification and short- listing of Bidders
for the Project in terms of the RFQ.

6.3 The Parties undertake that each of the Parties specified in Clause 6.2 above shall,
at all times between the commercial operation date of the Project and the second
anniversary thereof, hold subscribed and paid up equity share capital of SPV
equivalent to at least 5% (five per cent) of the Total Project Cost.

60
 Appendix IV
Page 4

6.4 The Parties undertake that they shall collectively hold at least 51% (fifty one per
cent) of the subscribed and paid up equity share capital of the SPV at all times
until the second anniversary of the commercial operation date of the Project.

6.5 The Parties undertake that they shall comply with all equity lock-in requirements
set forth in the Power Purchase Agreement.

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 organized, 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 authorized 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 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 organizational documents thereof;

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

governmental authorization, approval, judgment, 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;

61
 Appendix IV
Page 5

(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 Associates 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 fulfillment 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 Financial Close of the Project is achieved under and in
accordance with the Power Purchase Agreement, in case the Project is awarded
to the Consortium. However, in case the Consortium is either not pre- qualified
for the Project or does not get selected for award of the Project, the Agreement
will stand terminated in case the Bidder is not pre-qualified or upon return of the
Bid Security by Railway to the Bidder, 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 Railways.

62
 Appendix IV
Page 6

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, SEALED AND DELIVERED

For and on behalf of
LEAD MEMBER by: SECOND PART

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

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of For and on behalf of

THIRD PART FOURTH PART

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

In the presence of:

1. 2.

63
 Appendix IV
Page 7

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 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 here the
Power of Attorney has been executed.

64
 APPENDIX-V6
Guidelines of the Department of Disinvestment
(Refer Clause 1.2.1)

No. 6/4/2001-DD-II Government of India Department of Disinvestment

Block 14, CGO Complex

New Delhi. Dated 13th July, 2001

OFFICE MEMORANDUM

Sub: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment

Government has examined the issue of framing comprehensive and transparent guidelines
defining the criteria for bidders interested in PSE-disinvestment so that the parties selected
through competitive bidding could inspire public confidence. Earlier, criteria like Net
Worth, experience etc. used to be prescribed. Based on experience and in consultation
with concerned departments, Government has decided to prescribe the following
additional criteria for the qualification/ disqualification of the parties seeking to acquire
stakes in public sector enterprises through disinvestment:

(a) In regard to matters other than the security and integrity of the country, any
conviction by a Court of Law or indictment/ adverse order by a regulatory
authority that casts a doubt on the ability of the bidder to manage the public
sector unit when it is disinvested, or which relates to a grave offence would
constitute disqualification. Grave offence is defined to be of such a nature
that it outrages the moral sense of the community. The decision in regard to
the nature of the offence would be taken on case to case basis after considering
the facts of the case and relevant legal principles, by the Government of India.
(b) In regard to matters relating to the security and integrity of the country, any
charge-sheet by an agency of the Government/ conviction by a Court of Law
for an offence committed by the bidding party or by any sister concern of the
bidding party would result in disqualification. The decision in regard to the
relationship between the sister concerns would be taken, based on the relevant
facts and after examining whether the two concerns are substantially
controlled by the same person/ persons.
(c) In both (a) and (b), disqualification shall continue for a period that
Government deems appropriate.

6 These guidelines may be modified or substituted by the Government from time to time.

65
(d) Any entity, which is disqualified from participating in the disinvestment
process, would not be allowed to remain associated with it or get associated
merely because it has preferred an appeal against the order based on which
it has been disqualified. The mere pendency of appeal will have no effect on
the disqualification.
(e) The disqualification criteria would come into effect immediately and would
apply to all bidders for various disinvestment transactions, which have not
been completed as yet.
(f) Before disqualifying a concern, a Show Cause Notice why it should not be
disqualified would be issued to it and it would be given an opportunity to
explain its position.
(g) Henceforth, these criteria will be prescribed in the advertisements seeking
Expression of Interest (EOI) from the interested parties. The interested parties
would be required to provide the information on the above criteria, along wit h
their Expressions of Interest (EOI). The b idd er s shall be required to
provide with their EOI an undertaking to the effect that no investigation by a
regulatory authority is pending against them. In case any investigation is
pending against the concern or its sister concern or against its CEO or any of
its Directors/ Managers/ employees, full details of such investigation including
the name of the investigating agency, the charge/ offence for which the
investigation has been launched, name and designation of persons against
whom the investigation has been launched and other relevant information
should be disclosed, to the satisfaction of the Government. For other criteria
also, a similar undertaking shall be obtained along with EOI.
sd/-
[()]
Under Secretary to the Government of India

66
 APPENDIX-VI
List of Bid-specific provisions$
A. Clauses with currency-based footnotes
1. Introduction
2. Clause 1.2.4: Brief description of Bidding Process.
3. Clause 2.2.1 (c): Eligibility of Bidders.
4. Clause 2.2.3: Eligibility of Bidders.
5. Clause 2.3.2: Change in composition of the Consortium.
6. Clause 2.10.3: Amendment of RFQ.
7. Clause 2.19.1 (g): Test of responsiveness.
8. Clause 3.2.1: Technical Capacity for purposes of evaluation.

Note: The above footnotes marked “$” shall not be deleted. They shall remain in the RFQ to be issued to
prospective Bidders.

B. Appendices with non-numeric footnotes

All non-numeric footnotes in the Appendices shall be retained in the respective Appendices for guidance
of the Bidders. These shall be omitted by the Bidders while submitting their respective Bids.

C. Appendices where curly brackets are used

1. Appendix I (Annex-IV): Letter Comprising the Bid for Pre- Qualification.
2. Appendix IV: Joint Bidding Agreement: Recitals 3 and 4; Clauses 4 and 6.

Note: The curly brackets should be removed after the provisions contained therein are suitably addressed
by the Bidders.

D. Appendices with blank spaces

All blank spaces in the Appendices shall be retained in the RFQ. These shall be filled up when the
format of the respective Appendix is used.

$
This Appendix VI contains the list of Clauses and Appendices that would need to be suitably modified for
reflecting Bid specific provisions. This Appendix VI may, therefore be included in the RFQ document to be
issued to the Bidders.
 APPENDIX-VII

List of Project-specific provisions7

A. Clauses with serially numbered Footnotes (Fn)

1. Clause 1.1: Background (Fn.1).
2. Clause 1.1.1: Background (Fn. 2)
3. Clause 1.2.1: (Fn. 3)
4. Clause 1.2.4: (Fn. 4)
5. Clause 2.2.11: (Fn. 5)

*Note: The Clauses to which these Footnotes relate also include square parenthesis or asterisks
which may be addressed simultaneously.

B. Appendices with serially numbered Footnotes (Fn)

1. Appendix V: Guidelines of the Department of Disinvestment: (Fn.6).
2. Appendix VII: List of Project-specific Provisions: (Fn. 7).

7
This Appendix-VII contains a list of Clauses and Appendices that would need to be suitably modified, prior to issue of the RFQ
document, for reflecting project-specific provisions. This Appendix-VII should be omitted before issuing the RFQ document to
prospective Bidders.
 Appendix VIII of RFQ

Code of Integrity in Public Procurement; Misdemeanours and Penalties

[Please refer schedule-P of PPA]
 Appendix-IX

….Deleted…
 Appendix - X

FORMAT FOR CERTIFICATE TO BE SUBMITTED / UPLOADED BY

TENDERER ALONGWITH THE TENDER DOCUMENTS
I……………………………… (Name and designation)**appointed as the
attorney/authorized signatory of the tenderer,

M/s (hereinafter called the tenderer) for the purpose of the

Tender documents for the work of
as per the tender No.
of (Railway)**, do hereby solemnly affirm and state on the behalf of the tenderer including
its constituents as under:

1. I/we the tenderer (s) am/are signing this document after carefully reading the contents.
2. I/We the tenderer(s) also accept all the conditions of the tender and have signed all the
pages in confirmation thereof.
3. I/we hereby declare that I/we have downloaded the tender documents from Indian
Railway website [Link] . I/we have verified the content of the document
from the website and there is no addition, no deletion or no alteration to the content of
the tender document. In case of any discrepancy noticed at any stage i.e. evaluation of
tenders, execution of work or final payment of the contract, the master copy available
with the railway Administration shall be final and binding upon me/us.

4. I/we declare and certify that I/we have not made any misleading or false representation
in the forms, statements and attachments in proof of the qualification requirements.

5. I/We also understand that my/our offer will be evaluated based on the
documents/credentials submitted along with the offer and same shall be binding
upon me/us.

6. I/We declare that the information and documents submitted along with the tender
by me/us are correct and I/we are fully responsible for the correctness of the
information and documents, submitted by us.

7. I/we certify that I/we the tenderer(s) is/are not blacklisted or debarred by Railways or
any other Ministry / Department of Govt. of India from participation in tender on the
date of submission of bids, either in individual capacity or as a HUF/ member of the
partnership firm/LLP/JV/Society/Trust.

8. I/we understand that if the contents of the certificate submitted by us are found to be
forged/false or incorrect at any time during process for evaluation of tenders, it shall
lead to forfeiture of the Bid Security besides banning of business for a period of upto
 two year. Further, I/we (insert name of the tenderer) ** and all
my/our constituents understand that my/our offer shall be summarily rejected.

9. I/we also understand that if the contents of the certificate submitted by us are found to
be false/forged or incorrect at any time after the award of the contract, it will lead to
termination of the contract, along with forfeiture of Bid Security/Security Deposit and
Performance guarantee besides any other action provided in the contract including
banning of business for a period of upto two year.

10. I/We have read the clause regarding restriction on procurement from a bidder of a
country which shares a land border with India and certify that I am/We are not from
such a country or, if from such a country, have been registered with the competent
Authority. I/We hereby certify that I/we fulfil all the requirements in this regard and
am/are eligible to be considered (evidence of valid registration by the competent
authority is enclosed)

SEAL AND SIGNATURE

OF THE TENDERER
Place:
Dated:

**The contents in Italics are only for guidance purpose. Details as appropriate are to befilled in
suitably by tenderer.
 APPENDIX-X(A)

(This certificate is to be given by attorney/authorized signatory/each member of

Partnership firm/Joint Venture (JV) / Hindu Undivided Family (HUF) / Limited
Liability Partnership (LLP) etc.)

I/We………………………(Name), attorney/authorized signatory of the

……………..….. (constituent firm/constituent partner) and member/partner of the
………………………………(tenderering firm) hereby solemnly affirm and state as under:

1. I/we certify that ............................. (constituent firm/constituent partner) is/are not

blacklisted or debarred by Railways or any other Ministry / Department of Govt. of
India from participation in tender on the date of submission of bids, either in
individual capacity or as a HUF/ member of the partnership
firm/LLP/JV/Society/Trust.
2. I/We have read the clause regarding restriction on procurement from a bidder of
a country which shares a land border with India and certify that I am/We are not
from such a country or, if from such a country, have been registered with the
competent Authority. I/We hereby certify that I/we fulfil all the requirements in
this regard andam/are eligible to be considered (evidence of valid registration
by the competent authority is enclosed),

SEAL AND SIGNATURE OF THE CONSTITUENT

FIRM/CONSTITUENT PARTNER
Place:
Dated:

*****