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Railway sector in the Kingdom of Saudi Arabia Solicitation of Expression of Interest (EOI) Private sector partnership opportunity to provide passenger and freight train services in the Kingdom of Saudi Arabia June 2017
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Page 1: Railway sector in the Kingdom of Saudi Arabia - AHKsaudiarabien.ahk.de/uploads/media/Expression_of_Interest_for_KSA... · Passenger and freight train services in the Kingdom of Saudi

Railway sector in the Kingdom of Saudi Arabia

Solicitation of Expression of Interest (EOI)

Private sector partnership opportunity to provide passenger

and freight train services in the Kingdom of Saudi Arabia

June 2017

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 2

Contents

1 Introduction .................................................................................................... 4

2 Railway sector governance ........................................................................... 6

3 Railway network in the Kingdom of Saudi Arabia....................................... 8

4 Overview of existing railway assets ........................................................... 10

4.1 Passenger stations ............................................................................................ 10

4.2 Maintenance facilities ........................................................................................ 11

4.3 Dry port facility ................................................................................................... 11

4.4 Rolling stock assets ........................................................................................... 12

4.5 Additional information ........................................................................................ 13

5 Freight and passenger volumes ................................................................. 14

6 Private sector partnership opportunity process ....................................... 15

7 Expression of Interest (EoI) – Form ........................................................... 16

8 Railway event participant – Form ............................................................... 18

9 Confidential Disclosure Agreement (CDA) – Form ................................... 19

10 Disclaimer .................................................................................................... 24

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 3

Contact details

Department Procurement and Contract

Address Public Transport Authority (PTA)

Olaya Street, As Sahafah

P.O. Box 87078

Riyadh 11642

Kingdom of Saudi Arabia

Email [email protected]

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 4

1 Introduction

The railway sector in the Kingdom of Saudi Arabia has been one of the focus transportation

modes since its creation in 1951 and became a key enabler for driving economic development

by providing a competitive transportation mode for the mining industry.

In 2016, the Kingdom of Saudi Arabia established a new overall economic development

strategy under the umbrella of Saudi Vision 2030. This aims to achieve bold economic growth

goals based on the principle of increased self-reliance and a diversified economy. The plan

deals with, amongst other issues, the reduction of subsidies and the strengthening of supply

chain capabilities domestically. More specifically, logistics services have been identified as

one key driver for economic growth and for the development of the Kingdom of Saudi Arabia

into an international leading logistic hub in the region.

In this regard, the government of KSA has launched several initiatives to implement the goals

outlined in Vision 2030. One of the cornerstones of Vision 2030 is to enhance the private

sector participation in order to increase the logistic effectiveness of KSA. Hence, KSA is keen

to commit into a long-term partnership with the private sector and is encouraging it to

participate in a diverse range of projects.

The transport sector in general, and the Saudi railway sector in particular, is a key focal point

for private sector led reforms. There are three main objectives for the railway sector:

1. Operations excellence: The private sector and more specifically an international op-

erator(s) should bring world-class operating and safety standards to the Saudi railway

ecosystem, improving the system’s reliability and cost structure.

2. New performance culture and quality: The private sector and international leading

operators should bring in a strong performance culture and enhanced capabilities along

strategic functions (e.g. enhanced service levels) to increase passenger ridership levels

and cargo rail modal share.

3. Reduction of government dependency: The increased performance levels and

greater efficiency can further strengthen the two points above while resulting in lower

subsidy payable by the government.

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 5

As part of this, the Public Transport Authority (PTA) is leading an effort with the support of the

existing railway entities (i.e. SRO and SAR) and different government entities, such as the

Ministry of Transport (MoT), Public Investment Fund (PIF) and Ministry of Economy and

Planning (MEP), to identify and enter into strategic a long-term partnership with leading

international railway companies and investors of different kinds.

Specifically, the PTA is seeking for private sector participation for the following areas:

• Operation of freight services

• Operation of passenger services

• Management and maintenance of passenger stations

• Management and maintenance of dry ports

• Maintenance of rolling stock

Additionally, the following areas could potentially be added to the scope of this opportunity:

• Investment into existing rolling stock

• Financing of new rolling stock

• PPP models such as BOT (build, operate, transfer) schemes for parts of the network

that are in various stages of planning and design today (such as Landbridge)

This opportunity includes the current Riyadh to Dammam network, the current North-South

Railway and potential additional parts of the railway network such as the GCC line, the

Landbridge and smaller segments which are currently in the planning, design or construction

stage.

This opportunity specifically excludes train operations and rolling stock services for the

Haramain High Speed Rail (HHR) closed link network and the management and maintenance

of existing dry port facilities (i.e. Riyadh).

It should be noted that at this stage, the exact shape and scope of the private sector

collaboration within the Saudi railway sector has not been formalized yet. The interest

expressed by potential bidders will be considered as one factor in the finalization of the KSA

railway industry setup in regards to how the private sector shall be incorporated.

At the same time, this effort is combined with an on-going review of the existing Saudi railway

sector structure with the objective to defining the optimal railway sector governance and

operating model to further realize operational efficiency, drive synergies and network

interoperability.

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 6

2 Railway sector governance

The railway sector governance is composed of multiple stakeholders, amongst which the main

stakeholders are the Ministry of Transport (MoT), the Public Investment Fund (PIF), the Public

Transport Authority (PTA), the Saudi Railways Organization (SRO) and the Saudi Railway

Company (SAR).

Figure 1: Overview of railway sector governance

The Ministry of Transport (MoT) is mainly responsible for transport sector strategy,

infrastructure and overall sector development and the independent bodies reporting to the

same (incl. SRO, PTA, Ports Authority). The Public Transport Authority (PTA), was established

in 2013 to coordinate the development of public transport services within and between cities in

the Kingdom. The two current railway entities in the Kingdom are the Saudi Railways

Organization (SRO) and the Saudi Railway Company (SAR).

The SRO is a state-owned public railway entity under the Ministry of Transport (MoT), which

currently operates a railway network with a total length of approximately 1,400-km between the

city of Dammam in the Eastern Province and the capital in Riyadh. SRO fully operates and

maintains both the infrastructure and rolling stock for the Riyadh to Dammam network and has

a long history dating back to the 1950s when the first ever rail line in the Kingdom of Saudi

Arabia was established. Since then, SRO has been at the forefront of the transportation sector

development in the Kingdom and in light of increased economic needs also established the

first and only dry port of the country in the city of Riyadh in 1981. The SRO continues to invest

• Responsible for transport infrastructure development

• Overseas the independent government entities such as PTA, Ports Authority and others

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 7

in developing the railway sector in the Kingdom through modernizing its rolling stock and other

improvement initiatives.

SAR is a private-sector entity and is owned by the Public Investment Fund (PIF), one of the

sovereign wealth funds in the Kingdom of Saudi Arabia. In 2006, SAR was created to develop

and operate the 2,750-km North-South Railway (NSR) network, which includes freight and

passenger services using international best practices of performance and safety. Today, SAR

fully operates and maintains both the infrastructure and rolling stock for the NSR network and

transports different minerals. In 2016, railway tracks for the full KSA network and rolling stock

for HHR, were formally transferred to SAR, through Royal Decree (381).

Additional information on the railway sector governance will be provided in future stages of this

process. In the meantime, potential bidders are encouraged to visit the website of the different

above mentioned entities for further information.

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3 Railway network in the Kingdom of Saudi Arabia

The overall railway network in the Kingdom is composed of five main segments, out of these

the Riyadh to Dammam line and the North-South Railway are already operational.

Figure 2: Current and planned railway network in Saudi Arabia

The first operational network is the Riyadh to Dammam line, which is operated and maintained

by the SRO and covers:

• Passenger: 449-km passenger line (“Line 1”) and was opened in 1980s

• Freight: 556-km freight line (“Line 2”) and was opened in 1950s

• Approximately 400-km of branch lines

Figure 3: Current – Riyadh to Dammam line

628 km

GCC line

Rail track connecting

GCC countries with one

another, 628 km of which

exist within the Kingdom

North-South Railway

1,360 km

Connecting the

Kingdom’s west coast

to its east coast

Landbridge

450 km

Electrified tracks connecting

Makkah, Madinah, Jeddah, and

Rabigh (320km/hr)

HHR

Riyadh Dammam line

Passenger line:

Connecting Dammam with Riyadh

passing through Al Ahsa and Abqaiq449 km

546 km

Freight line:

Connecting King Abdulaziz port in

Dammam with Riyadh passing through

Al Ahsa, Abqaiq, Al Kharj, Haradh, and

Al Tawdhihiyah

400 km

Sub-lines:

Connecting industrial, agricultural,

and military sites with export ports

and residential areasRiyadh

2,750 kmConnecting Riyadh

with the northern

border passing through

Al Qassim, and Hail

Riyadh

Riyadh to Dammam line

Passenger line:

Connecting Dammam with Riyadh

passing through Al Ahsa and Abqaiq449 km

546 km

Freight line:

Connecting King Abdulaziz port in

Dammam with Riyadh passing through

Al Ahsa, Abqaiq, Al Kharj, Haradh, and

Al Tawdhihiyah

400 km

Sub-lines:

Connecting industrial, agricultural,

and military sites with export ports

and residential areasRiyadh

Dammam

Hufof

Haradh

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The second operational network, the North-South Railways, was developed by SAR and is

one of the largest railway projects in the world to that date, covering more than 2,750-km of

track, with two main lines:

• Mineral line: Running from the Al Jalamid mine to the facilities and port in Ras Al Khair

• Passenger and freight line: Running from Riyadh to Al Haditha (at Jordanian border)

Figure 4: Current – North-South Railway (NSR)

Dedicated projects are being carried out for the Haramain High Speed Rail (HHR), GCC line

and Landbridge, a brief outline for each of the on-going extensions and their status are

provided in the following paragraph.

• Haramain High Speed Rail (HHR) (stage: construction/testing): The 450-km line will

connect the cities of Jeddah, Makkah and Madinah. HHR will be a high-speed (320 km/h)

electrified passenger line, primarily designed to provide a fast, comfortable, reliable and

safe mode of transport and is expected to reduce the commuting time between Jeddah

and Makkah by two-third. The rail line will relieve urban transport pressure in western

province of the country and is expected to enhance the experience of Muslim pilgrims

visiting holy cities of Makkah and Madinah. This closed loop network will be operated

under a concession of 12 years and is expected to start operating in the first half of 2018.

• GCC line (stage: planning/construction): The GCC Mainline is a 2,116-km rail track

connecting all six GCC countries and going from Kuwait City to Muscat. 663-km of the

GCC line will intersect KSA and will establish the first direct border-to-border railway link

with the GCC. The new connections between the port cities Ras Al Khair and Dammam

with Jubail are currently being constructed and form an integral part of the GCC line.

• Saudi Landbridge (stage: planning): The Landbridge is a 1,300-km additional connection

that will for the first time allow to link the Arabian Gulf with the Red Sea.

In addition to the above projects, several smaller network additions and interlinkages, e.g.

the connection between the Riyadh train stations in the South and the North of the city, are

being carried out.

2,750 kmConnecting Riyadh

with the northern

border passing through

Al Qassim, and HailRas Al Khair

Riyadh

Buryadah

Al Zabirah

Al Jawf

Al Jalamid

Wa’ad Al Shamel

Al Basayta

Al Haditha

North-South Railway

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 10

4 Overview of existing railway assets

4.1 Passenger stations

The Riyadh to Dammam line operates two main passenger stations in the cities of Dammam

and Riyadh and some intermediate stations in the cities of Hufof and Abqiq. The stations

include typical railway station facilities such as ticket counters, information desks, waiting

areas but also have dedicated commercial space with restaurants and shops operating in the

same.

Figure 5: Riyadh to Dammam line passenger station and commercial space

The new passenger service in the North-South Railway (NSR) includes newly designed

stations and facilities. The stations, which are currently operational are in the city of Riyadh,

Majma’ah and Qassim and will going forward also include Hail, Al Jawf and Qurayyat. The

stations include modern ticket counters, information desks, waiting areas and dedicated

commercial space with restaurants and shops operating in the same.

Figure 6: North-South Railway passenger station

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 11

4.2 Maintenance facilities

There are four dedicated facilities for the maintenance of passenger train sets (2) and freight-

related (2) rolling stock. The workshops for maintenance of CAF passenger train sets are both

located in Riyadh. For the freight locomotives and wagon maintenance, one dedicated

workshop is located in Al Nariyah and the second workshop is located in Dammam.

Figure 7: Al Nariyah workshop for North-South Railway

4.3 Dry port facility

The dry port in Riyadh is a rail/customs station that was established to give importers in the

Riyadh region, and the regions close to it, the privilege of loading their goods imported through

King Abdul Aziz port in Dammam, on the cargo train directly to clear them through customs in

the dry port utilities in Riyadh.

The dry port covers an area of approx. 50 ha and includes railway that handled more than

670,000 containers in 2016.

Figure 8: Dry port loading operations

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 12

4.4 Rolling stock assets

For both railway networks, Riyadh to Dammam and North-South Railway (NSR), a modern fleet

of world-class rolling stock has been acquired and is operational.

For the Riyadh to Dammam line, the rolling stock fleet consists of the following elements:

• Diesel locomotives: Different configurations of freight locomotives and passenger train

sets with up to 4,300 horse power (hp) are currently under operation.

• Passenger cars: The passenger cars are classified into three different segments with 12

cars in the first segment and a capacity of 540 passengers, 9 cars in the second segment

and a capacity of 652 passengers and a third segment with 25 cars and a capacity of

2,012 passengers. Most recently SRO acquired 12 modern passenger train sets from

CAF in 2015 leading to travel time reductions for the Riyadh to Dammam connection of

nearly 25%.

• Cargo cars: Different sizes and types of cargo cars are currently being operated,

including 825 cars for double stacking of containers, 362 cement transportation cars,

205 grain hauling cars, 141 cars for hauling rocks, 456 flatbeds vehicles and other 485

other cargo car types. More than 25% of the above-mentioned cargo cars have only

been added to the fleet in 2016.

Figure 9: Riyadh to Dammam - overview of CAF passenger and cargo rolling stock

For the North-South Railway, the rolling stock fleet consists of the following different elements:

• Diesel locomotives: The freight locomotives consist of both mainline and shunting loco-

motives. There are 25 SD70 mainline locomotives and 7 GPL38 shunting locomotives.

An additional 36 locomotives were recently acquired as part of new Wa’ad Al Shamal

freight operating services.

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 13

• Passenger cars: The passenger cars are classified into 6 train sets designed and man-

ufactured by CAF, with 5 economy class family cars and a capacity of 420 passengers,

3 universal business cars with a capacity of 129 passengers and additional sleeper

cars, car coaches and restaurant cars.

• Cargo cars: The current cargo cars cover 523 phosphate cars, 240 bauxite cars, 37

double-stacked general freight cars, 27 flat beds cars, 10 ballast wagons and 4 box

cars. For the new Wa’ad Al Shamal freight services, an additional 1,151 cars were ac-

quired.

Figure 10: North-South Railway (NSR) - overview of CAF passenger and cargo rolling stock

4.5 Additional information

Both railway entities have continuously focused on enhancing passenger and freight services

through specific improvement initiatives or use of new technologies as key driver for driving

safety, service quality and operational efficiency.

This includes initiatives like:

• Adaption of world-class processes and procedures through partnerships

• New operational control center (OCC) facilities

• New signaling and telecommunication system based on ERTMS level 2 standards

• Improving ticketing solution through new overall online and mobile application

• Integrating of social media with customer call center services

• Expanding the ticket vending machine network

• Introducing additional customer service desks in stations

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 14

5 Freight and passenger volumes

There has been consistent growth of transported freight volumes over the last in the last 5-

years of more than 20.5% p.a. The majority of the growth is driven by volumes from the North-

South Railways network and the transportation of minerals from the Maa’den mines. In 2016

alone, more than 12mn MT of freight volumes were transported on both of the networks out of

which, more than 8mn MT are related to phosphate, bauxite, MGA and other minerals.

Figure 11: Overview of freight volume development in MT

With respect to passenger volumes, more than 1.3mn passengers were transported in 2016

on the Riyadh to Dammam network and a dedicated passenger services from Riyadh to Al

Qassim has been launched in Q1-2017 that will further be extended in three phases.

Figure 12: Overview of passenger volume development

20142013

5,911

9,979

2012

5,715

7,865

2015

20.5%

64%

36%

48%

73%

58%

70%

27%

12,055

30%

2016

42%

52%

Riyadh to Dammam

North-South Railway

2014

1,317

20132012

1,1861,248

1.3%

1,173

2015 2016

1,250

Riyadh to Dammam

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 15

6 Private sector partnership opportunity process

The first step of this partnership process is formalized through this Expression of Interest (EoI)

and is expected to ultimately result in close collaboration with the private sector.

A response to this EOI is highly encouraged in order to participate in future aspects of the

partnership process (such as Request for Proposal) for this opportunity. Interested parties that

have not participated in this EOI might not be able to take part in the further process.

A dedicated event for this opportunity will be hosted in the city of Riyadh in the second half of

September 2017. This event will include representatives of both private sector companies as

well as relevant public sector entities. Respondents to this EoI process will receive a dedicated

invitation with more specifics on the event in due course.

The PTA is planning to facilitate the visa process for the above event. Potential bidders are

therefore encouraged to respond to this EoI prior to the above-mentioned event and also to

provide passport copies and details of their respective attendees.

Therefore, upon receipt of this EOI document, the responding party should:

1. Confirm interest by filling out and submitting the provided EoI form

2. Complete the attached Confidential Disclosure Agreement (CDA) in order to receive

information in subsequent steps of this process

3. Provide a company profile in PDF format that indicates the overall experience in the

railway sector (or similar sectors for investors) and detailing the relevant facts and

figures (including but not limited to company history, financial performance)

4. Share at least 3-4 project references in PDF format (max. 2-3 pages for each) that

provide some background on the experience of the company in similar undertaking

(or similar sectors for investors)

5. Complete the attached railway event participant form, passport copies and addi-

tional details for attendees of the above-mentioned event (limited to 3-4 attendees

per entity)

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7 Expression of Interest (EoI) – Form

Private sector partnership opportunity to provide passenger and freight

train services in the Kingdom of Saudi Arabia

Date: __________________________

To: Procurement and Contract Department

Email: [email protected]

This letter acknowledges the interest to participate in the process for becoming a potential

partner to provide passenger and freight train services in the Kingdom of Saudi Arabia.

We: □ are interested to participate

□ are not interested to participate because:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Company: _____________________________________________________________

Contact: _____________________________________________________________

Email: _____________________________________________________________

Phone: _____________________________________________________________

Please note that we encourage close collaboration between different companies for this

opportunity. We therefore request details of the companies that are intended to form a

partnership and also require a separate EoI submission by each of the mentioned companies.

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 17

We: are intending to partner with the following company(ies). Company 1: _____________________________________________________________

Company 2: _____________________________________________________________

Company 3: _____________________________________________________________

Company 4: _____________________________________________________________

Company 5: _____________________________________________________________

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8 Railway event participant – Form

The potential bidder is required to provide details of the attendees for the above-mentioned

event taking into account the limitation to 3-4 attendees per entity.

First name

Last name

Company

Nationality

Passport number

First name

Last name

Company

Nationality

Passport number

First name

Last name

Company

Nationality

Passport number

First name

Last name

Company

Nationality

Passport number

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9 Confidential Disclosure Agreement (CDA) – Form

Between

1. _____________________ [company name] a _____________________ [type of

company] company existing under the company laws of _____________________

[country of company], with registered address at ___________________________

__________________________________________ (hereinafter referred to as

“VENDOR”) [company name]

and

2. Public Transport Authority (PTA), a public-sector entity organized and existing under

the laws of the Kingdom of Saudi Arabia, under the Ministry of Transport, and having

its principal place of business at P.O. Box 87078. Riyadh 11642, Kingdom of Saudi

Arabia (hereinafter referred to as “PTA”),

Hereinafter, as appropriate, jointly herein referred to as the "Parties" or individually as a

"Party".

This Confidential Disclosure Agreement ("Agreement”) is effective as of 20 June 2017

(“the Effective Date”)

BACKGROUND:

1. PTA and VENDOR intend to enter into discussions for a potential partnership

opportunity to provide passenger and freight train services in the Kingdom of Saudi

Arabia that VENDOR shall be able to provide;

2. In order to facilitate such discussions, and VENDOR’s subsequent preparation of these

discussions, PTA may find it necessary or desirable to share with VENDOR information

of a confidential or proprietary nature, pursuant to the terms of this Agreement;

3. The party disclosing its Confidential Information (as defined below) to the other is

referred to herein as the “Discloser”, and the party receiving such Confidential

Information is the “Recipient”; and

4. In order to protect and preserve such exchanged Confidential Information, the Parties

wish to enter into this Agreement;

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 20

IT IS THEREFORE AGREED

1. In connection with discussions for the partnership opportunity to provide passenger and

freight train services in the Kingdom of Saudi Arabia (“Business Purpose”), PTA (either

directly, or through Affiliates or advisers) may disclose (or may have disclosed, prior to the

Effective Date) to VENDOR certain information and materials relating to current PTA

operations that it considers to be confidential and proprietary ("Confidential Information").

Such Confidential Information is to include all information in whatever form (including,

without limitation, written, oral, visual or electronic form, or on tape or disk) relating to the

Discloser’s business that is directly or indirectly disclosed to the Recipient or any of its

representatives by any agent or employee of the Discloser or which comes to the

Recipient’s attention in connection with the Business Purpose, together with those portions

of any analyses or materials prepared by the Recipient which contain or reflect the

Confidential Information provided by the Discloser.

2. Notwithstanding the foregoing, for purposes of this Agreement, Confidential Information

does not include:

a. information that is or becomes publicly available or generally known in the relevant

trade or industry, other than as a result of unauthorized disclosure by the Recipient

(except that any compilation of otherwise public information in a form not publicly

known shall nevertheless be treated as Confidential Information);

b. information that is disclosed to the Recipient on a non-confidential basis by a third

party whom Recipient reasonably believes is not under any obligation of confidentiality

with respect to such information;

c. information that the Recipient can demonstrate (i) was in its possession prior to

receiving it from the Discloser or (ii) was developed by the Recipient independently of

the Confidential Information received from the Discloser.

3. The Recipient shall, and shall ensure that itself and its Affiliates (as defined hereinafter),

Employees and subcontractors of the Recipient shall, (a) treat such Confidential

Information in the strictest confidence; (b) not disclose Confidential Information to any third

party; (c)not use or exploit the Confidential Information in any way except for the Business

Purpose specified above; (d) copy Confidential Information only to the extent necessary to

carry out the Business Purpose; and (e) restrict the internal dissemination and use of

Confidential Information to those of its officers, employees or agents ("Employees") who

have a need to know such Confidential Information for the Business Purpose, and

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 21

provided that such Employees shall have first been made aware of the provisions of this

Agreement. The Recipient shall, and shall ensure that the Affiliates, Employees and

subcontractors of the Recipient shall, protect the Discloser’s Confidential Information from

unauthorized use or disclosure by treating it with the same degree of care with which

Recipient treats its own Confidential Information of like sensitivity and importance. For

purposes of this Agreement, (i) “Affiliate” means, with respect to any individual,

corporation, partnership, joint venture, limited liability company, association, joint-stock

company, trust, unincorporated organization, governmental body or any other entity (a

“Person”), any other Person which directly or indirectly controls, is controlled by or is under

common control with such Person and (ii) “control” (including the terms “controlling” and

“controlled”) means the power to direct or cause the direction of the management and

policies of a Person, directly or indirectly, whether through the ownership of equity

interests, by contract or otherwise.

4. Confidential Information shall remain the property of the Discloser. Neither the execution of

this Agreement nor the furnishing of Confidential Information hereunder shall be construed

as granting to the Recipient a license to any invention, patent, copyright, trade secret,

know-how or other intellectual property right now or hereafter owned or controlled by the

Discloser, except for use in connection with the Business Purpose as expressly provided

herein and/or subsequent service agreement(s) as may be entered into between the

Parties.

5. If Recipient or any of its Affiliates becomes compelled to disclose any Confidential

Information to a third party pursuant to any governmental regulation, decision of any court

or rules of any applicable stock exchange, the Recipient shall promptly advise the

Discloser. In any event the Recipient shall disclose only that portion of the Confidential

Information which the Recipient is legally required to disclose.

6. This Agreement is not intended to create nor shall it be construed as creating, by

implication or otherwise, a joint venture, partnership or other formal business arrangement.

Neither the execution of this Agreement nor the furnishing of Confidential Information shall

obligate either party to enter into any such arrangement or further agreement.

7. This Agreement shall terminate on the date (a) on which the Business Purpose is

completed or otherwise concluded or (b) indicated in a written notice of termination sent by

either party, whichever occurs earlier. Notwithstanding the termination of the Agreement,

the restrictions and obligations set forth in Paragraph 3 and 4 shall survive for five (5)

years from the date hereof.

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 22

8. Upon the termination of this Agreement or at the request of the Discloser, the Recipient

shall, and shall ensure that the Affiliates (as defined hereinafter), Employees and

subcontractors of the Recipient shall, return to Discloser all of Discloser’s Confidential

Information or, at the Discloser's option, the Recipient shall destroy all such Confidential

Information and certify, on behalf of itself and its Affiliates, Employees and subcontractors,

its destruction to Discloser in writing.

9. This Agreement shall not be assigned or transferred by either party without the prior written

consent of the other. Any assignment attempted in violation of this provision shall be void

and without effect.

10. Any notices required to be given hereunder shall be addressed as follows:

PTA

Public Transport Authority (PTA)

Olaya Street, As Sahafah

P.O. Box 87078

Riyadh 11642

Kingdom of Saudi Arabia

VENDOR

____________________________

____________________________

____________________________

____________________________

____________________________

11. This Agreement shall be construed and enforced in accordance with the laws of the

Kingdom of Saudi Arabia, without the application of any other country’s system of laws, as

if it were made and performed entirely within the Kingdom. Each of the parties hereto (a)

consents to submit itself to the exclusive jurisdiction of the appropriate court located in the

Kingdom of Saudi Arabia in the event any dispute arises out of this Agreement or

otherwise related to the Business Purpose.

12. This Agreement sets forth the entire understanding of the parties as to the subject matter

hereof and supersedes any prior oral or written agreements, communications or

understandings with respect thereto. This Agreement may be amended or modified only in

writing and signed by the authorized representatives of the parties.

IN WITNESS, WHEREOF, the parties hereto have executed this Agreement as of the date first

written above.

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 23

Vendor

Authorized Signature

Print Name

Title

Date

Place

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Passenger and freight train services in the Kingdom of Saudi Arabia – Expression of Interest (EoI) 24

10 Disclaimer

No rights can be derived from the contents of this Expression of Interest document. The

information provided is compiled on the basis of existing knowledge of volumes, distribution

patterns, infrastructure, operations, process descriptions and procedures and is subject to

change without notice. The PTA, nor any other railway entity in the Kingdom of Saudi Arabia,

shall be held liable for any inaccuracies or omissions in this EOI or any supporting

documentation.

This document includes confidential information that is not necessarily in the public domain

and shall be treated by the potential bidder as confidential.

Please note that the PTA and all other parties reserve the right to consider information

obtained through this EoI for the purpose of short-listing private sector partners in the overall

partnership process.


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