INVITATION FOR PREQUALIFICATION · This Invitation is the first stage of the Tender Process - the Prequalification stage- ... the alignment of the Line includes a few ... Project

Invitation to Prequalify

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INVITATION FOR PREQUALIFICATION

Date: 2015 July


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Table of Contents

Section 1: Invitation for Prequalification .............................................................................. 3

Section 2: Tendering Rules ................................................................................................... 7

Section 3: Rules Relating to Participants ............................................................................ 12

Section 4: Rules Relating to Submissions ........................................................................... 14

Section 5: Prequalification Requirements ........................................................................... 14

Section 6: Methodology ...................................................................................................... 16

Section 7: Method of Submission........................................................................................ 17

Section 8 Examination of Submissions ............................................................................... 21

Section 9 Requests for Clarifications .................................................................................. 22

Section 10: Announcement or Rejection of Eligible Participants and Disqualification ..... 23

Section 11: Reservation of Rights ....................................................................................... 27

Section 12: General Definitions .......................................................................................... 29


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Section 1: Invitation for Prequalification

1.1 Overview

Yefe-Nof Co. Ltd, ("Yefe"), is a municipal company fully owned by the Haifa

municipality. Yefe is responsible for the mass transportation planning, development

and construction of the transport infrastructure in the Haifa metropolitan area, and

in the northern part of Israel including inter alia the Haifa-Nazareth Tram-Train

Project (the "Project" or "Line").

The Project is an initiative of the Israeli Ministry of Transport (MOT), and is one of

the projects included in the MOT’s five-year plan

Yefe hereby invites companies to participate in this two fold Tender process for the

provision of the Services with regard to the Project, all in accordance with the

requirements of the Tender Documents.

This Invitation is the first stage of the Tender Process - the Prequalification stage-

according to which only successful applicants in the Prequalification stage (the

"Eligible Participants") shall be entitled to participate in the subsequent RFP stage.

1.2 General Description of the Project

The Project consists of a new line connecting the cities of Haifa and Nazareth. The

Line will be at a length of 43 km. The Line will be a combination of an interurban

section of 34 km (9 stations) connecting the outskirts of two cities and an additional

section of 7 km (8 stations), that will run inside the cities of Nazareth Ilit and

Nazareth.

Due to the relatively high elevation differences between Haifa and Nazareth, and

the hilly nature of the city of Nazareth, the alignment of the Line includes a few

sections of steep gradients of about 8.2% at a length of up to 1 km in the interurban


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section, and a few sections of about 8% at a length of hundreds of meters in the

urban section.

A target run-time along the interurban section of the Line is 30 minutes, and the

maximum operational speed along this section is defined as 100 km/hr. The

minimum planned peak headway for the end-to-end services is 4 minutes. The

interurban section of the Line is fully segregated (except for left turns of parallel

traffic in two major interchanges which will be protected with barriers). In addition,

no shared track is envisaged with the Israel Railways (main line) at this stage.

The preliminary design stage of the Project has already been completed. This

includes the initial design of the track alignment, stations architectural concept,

depot outline design, operation concept, and the main railway systems such as

rolling stock main parameters, traction power supply, and train signaling and

control systems.

The Project is now in its statutory process with the National Infrastructure Planning

Committee (“VATAL”). The statutory process is expected to be completed

approximately at the end of 2015.

A sketch with the proposed alignment of the Line is attached in appendix A.

1.3 General Description of the Services

Yefe-Nof is seeking the services of an International Engineering Company that will

provide engineering design services for the whole LRT system during the basic

design stage and the tendering process for the Design & Build / BOT Contracts and

as an option to further undertake the Detailed Design works for a Build-only

contract.

Some of the design work in the Project is being carried out by local Israeli design

companies and consultants, contracted directly by Yefe. This includes among others


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the civil engineering work, statutory planning, environmental aspects, traffic and

traffic lights design, substructure design, bridges and buildings, utilities,

architectural design, landscape design, and urban transport planning.

The Successful Bidder will be required to work in close coordination with the

Project team and the local designers, and will ensure the proper integration of these

works with the LRT system as required, defining specifications and guidelines,

reviewing and approving the design, and acting as the head designer ensuring

proper interface between the civil works and the other LRT system entities

The tendering process for the Project has not yet been defined. It may be a Design

& Build / BOT contract or a Build-only contract, and in addition the tender maybe a

combination of a few separate tenders including the infrastructure, rolling stock,

train systems (E&M), and the operation and maintenance. The procurement strategy

and the recommendations for the structure of the tender process, and the tender

packages will be part of the Scope of services to be rendered by the Successful

Bidder.

In addition, the Successful Bidder will provide support during the tender evaluation

stage, providing responses replying for clarifications, and recommending on the

preferred bidder.

After the contract award with relation to the Project, the Successful Bidder will

provide engineering support, supervising the contractor’s execution activities, until

the handover to the client.


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The information presented here above in Sub-Clauses 1.2 and 1.3 above is for

indicative purposes only, and shall not be deemed as conclusive or binding, and

shall by any way give a cause of action against Yefe.

1.4 The Tender Process

The Tender Committee intends to select a Successful Bidder in the following

stages: (A) the Prequalification Stage; and (B) the Request for Proposal (RFP)

stage, which together comprise the Tender Process.

1.4.1 The purpose of this Prequalification Stage is to identify successful

applicants in the prequalification process (the "Eligible Participants") and

to invite them to participate in the subsequent Request for Proposal (RFP)

stage of the Tender Process. During this Prequalification Stage, Participants

will submit Prequalification Submissions to demonstrate compliance with

Prequalification Requirements.

1.4.2 Following the completion of the Prequalification Stage, the Tender

Committee intends to invite all Eligible Participants to participate in the

RFP Stage.

1.5 Anticipated Schedule

Without, in any manner whatsoever, limiting the right of the Tender Committee to

postpone any of the following dates in accordance with the terms and conditions of

this Invitation, the anticipated schedule with regard to the Tender Process is as

follows:

1.5.1 Prequalification question submissions deadline: no later than 12:00 Israel

Standard Time (IST) on 30th of August 2015;


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1.5.2 Prequalification Submissions due date: no later than 14:00 Israel Standard

Time (IST) on 11th of October 2015;

Section 2: Tendering Rules

2.1 Governing Law and Jurisdiction

The Tender Process shall be governed by and construed in accordance with all

applicable Law.

The applicable court in the city of Haifa shall have sole jurisdiction over all matters

and all disputes arising in connection with the Tender Process.

2.2 Conformity with All Applicable Laws

Each Participant is assumed to have obtained legal advice regarding the Law and

shall be subject to any changes in the Law, should such changes be introduced.

Nothing in the foregoing shall obligate the Tender Committee to update Participants

on any changes in applicable Law.

2.3 Order of Precedence

Should a discrepancy be found in the Prequalification Documents, precedence will

be given to this Invitation for Prequalification Submissions (The "Invitation ").

2.4 Severability

The invalidity or unenforceability of any part, provision, or section of this Invitation

and any of its Appendices shall not affect the validity or enforceability of other

parts, provisions, or sections thereof. Any invalid or unenforceable part, provision,

or section shall be deemed severed from this Invitation, and this Invitation shall be

construed and enforced as if this Invitation did not contain such invalid or

unenforceable part, provision, or section.


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2.5 Purchase of the Invitation

The Prequalification Documents may be purchased against: (1) the payment of

10,000 NIS, per copy1; and (2) the provision of details regarding the purchasing

Entity.

The Prequalification Documents are available at the offices of: Yefe which is located in Bialik 3, Haifa, Israel - 33112. A copy of the Participant's receipt for the purchase of the Prequalification

Documents will be attached to Prequalification Form "A".

No additional payment with respect to the Tender Documents shall be charged, so

that purchasing this Invitation shall include payment for the Tender Documents.

The sale or purchase of this Invitation in no manner whatsoever constitutes any

recognition of an Entity’s (including a Participant’s) eligibility, qualifications, or

competence to meet the requirements and terms of this Invitation and/or the Tender

Documents.

It is hereby clarified that in the event that the Tender Committee does not issue the

Tender Documents to the Eligible Participants, the abovementioned charge will not

be refunded to the Eligible Participants.

1 The said payment shall be made to a specific bank account whose details are, as follows:

The account beneficiary name: Yefe-Nof Co. Ltd;

IBAN No. : 080130810000047540099IL;

Swift Code : UNBKIL _IT;

Bank : Bank Igud (13), Head Office – Haifa (081);

Account Number 475400/99;


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2.6 Cost of Participating in the Prequalification Process

Any and all costs and expenses incurred by Entities (including Participants) and

anyone on their behalf and connected to their participation in the Prequalification

Stage will be borne by such Entities or Participants. Entities or Participants will not

be reimbursed by the Tender Committee for any costs or expenses incurred thereby

under any circumstances whatsoever.

2.7 Questions and Requests for Clarification

Participants are responsible for examining, with appropriate care, this Invitation,

including all Appendices, Forms and Addenda thereto, and for informing

themselves with respect to any and all conditions which may, in any way, affect

their participation in the Prequalification Stage, including in the preparation and

submission of the Prequalification Submissions.

Only Entities which have previously purchased this Invitation may raise questions

and request clarifications or interpretations of this Invitation, in writing, from the

Tender Committee, by no later than the deadline for the submission of questions, as

set forth above. Such requests shall be addressed to:

Ms. Sara Barzilay Chairman of the Tender Committee C/O Ms. Sima Hamami Coordinator of the Tender Committee E-mail: [email protected]

Although the Tender Committee has no obligation to clarify or interpret this

Invitation, the Tender Committee may issue Addenda for purposes of clarification

or interpretation in response to such questions or requests, as set forth below.

The Tender Committee shall not be bound by, and Participants shall not rely on, any

oral interpretation or clarification to this Invitation.


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Any questions or any requests for clarifications or interpretations of this Invitation

raised by Participants at a later date than the deadline for the submission of

questions as provided for in this Section will be accepted or rejected at the sole

discretion of the Tender Committee.

Without derogating from the rights reserved to the Tender Committee and without

in any way limiting its discretion, the Tender Committee shall not issue Addenda to

this Invitation within the seven (7) days immediately preceding the Prequalification

Submission Date.

2.8 Addenda

Notwithstanding any of the provisions of this Invitation, the Tender Committee

reserves the right, under its sole discretion, to revise, modify, amend, clarify, add,

eliminate, or otherwise change this Invitation or any part thereof, including, but not

limited to, any instruction, requirement, specification, Prequalification

Requirement(s), or date contained therein, at any time, up to the dates set for the

submission of Pre-Qualification Submissions. Such revisions, if any, shall be

announced by written Addenda to this Invitation.

Copies of the Addenda shall be furnished to all Entities or Participants who have

previously purchased this Invitation. Should any Addendum result from any request

for clarification or interpretation submitted by a Participant, the identity of that

Entity or Participant shall not be disclosed.

Receipt of requests submitted by Entities or Participants, shall not, in any manner

whatsoever, restrict the discretion of the Tender Committee, and the Tender

Committee shall be free to exercise its right under this Section, whenever it is of the

opinion that this Invitation or any part thereof requires amendment or revision.


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Participants are required to acknowledge receipt of any Addenda in writing no later

than two (2) days following receipt thereof by a written notice to the Tender

Committee. In addition, Participants shall acknowledge receipt of all Addenda to

this Invitation in their Prequalification Submission letters, specifically detailing

each Addenda number and the date of receipt thereof.

2.9 Clarifications

2.9.1 The Tender Committee reserves the right to hold clarifications meetings

("Meeting(s)").

2.9.2 At the Meeting, should it be held, the Tender Committee may answer

questions referred to it by Participants.

2.9.3 Should the Tender Committee answer or present any questions referred to it

by a Participant, or any clarification, interpretation or amendment resulting

from any request for clarification or interpretation submitted to it by a

Participant, the identity of that Participant shall not be disclosed.

2.9.4 Following a Meeting, the Tender Committee may issue minutes of the

Meeting to all Participants, and may issue Addenda to this Invitation. Only

the minutes issued by the Tender Committee at the end of the Meeting or

any Addenda to this Invitation issued thereafter shall be binding. The

Tender Committee shall not be bound by, and Participants shall not rely on,

any oral representation made by the Tender Committee or by Participants

during the Meeting.

2.10 Advisors

Subject to the provisions of any and all applicable Laws, the Tender Committee

may exercise its rights under this Invitation through its advisors.


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Any Entity or Person, which has provided, or will provide, services to the Tender

Committee, or any relevant authority in relation to any part of the Project, including

the advisors listed in Appendix B (List of Advisors), shall not be permitted in any

event to render any services and/or participate in any way, directly or indirectly, in

the Prequalification Submission, or bid in response to the RFP.

It is hereby clarified that the Tender Committee may disqualify Participants whose

Prequalification Submission do not comply with the provisions of this Section.

2.11 Intellectual Property

The Prequalification Documents and any and all intellectual property rights therein

are exclusively owned by the Tender Committee and are supplied to the Participants

for the purpose of participation in the Prequalification Stage only.

Section 3: Rules Relating to Participants

3.1 Participants

3.1.1 Definition of a Participant

A Participant shall mean any single Entity or an association of Entities

which shall submit a Prequalification Submission ("Participant ").

3.1.2 Content and Format of the Submission

In order to, inter alia, demonstrate compliance with the requirements

specified under Section 3.1.1 (Definition of a Participant), Prequalification

Forms "A" and "B" should be duly completed and signed by the Participant.


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3.2 Members of the Participant

3.2.1 Definition of Members of a Participant

Members of a Participant shall mean each of the Entities committed to hold

shares or other interests in the Participant, as evidenced by Prequalification

Form “B”, each of which complies with all of the following ("Member"):

(a) A Member of a Participant must be duly organized and validly

existing under the laws of the jurisdiction in which such a Member

was organized;

(b) A Member of a Participant (including Interested Parties in the

Member, directors or managers thereof, and including individuals),

shall not be a resident or a national of a Hostile State.


In order to, inter alia, demonstrate compliance with the requirements

specified under Section 3.2.1, Prequalification Form "C" should be duly

completed and signed by each Member.

3.3 Participation in One Prequalification Submission

3.3.1 Each Participant may submit only one Prequalification Submission.

3.3.2 Each Member may participate in only one Prequalification Submission.

3.3.3 For the purpose of the provisions of this Section, the following will apply:

The terms "Member", shall be deemed to include any Entity which

exercises Control over such Member, an Entity under the common Control

with such Member, and an Entity Controlled by such Member.


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Section 4: Rules Relating to Submissions

Each Participant shall attach to its Prequalification Submission the Prequalification

Submission Letter in the form of Prequalification Form "A", duly completed and

signed.

Each Participant shall include in its Prequalification Submission a copy of the

receipt for the purchase of the Invitation by the Participant or any one of its

Members or Subcontractors.

Each Participant shall detail in Prequalification Form "A" all information contained

in its Prequalification Submission which it considers to be of a commercially

sensitive or secret nature, in accordance with the provisions of Section 7.6.

Section 5: Prequalification Requirements

5.1 Experience

Due to the complexity of the required Services, the Participant must comply

with all of the following:


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5.1.1 A legal entity, existing 10 years (at least) with at least 7 years of extensive

experience in all of the required general areas of expertise, in reference to

urban mass transit projects including inter alia experience with regard to the

following: (1) Track system, Rolling Stock, Traction power supply system,

Train Signaling system, Communication and Control System (SCADA,

AVLS, PIS/PA, Ticketing), Depot, Traffic Signaling system and (2) System

integration which includes inter alia taking responsibly for the interface

management process as a whole and with regard to the following system

engineering disciplines: Interface Management, RAMS, Testing and

Commissioning, Operation and Maintenance, Quality Assurance, Safety

Urban Insertion, Environmental impacts (EMC, stray current, noise and

vibration) and Life Cycle Cost estimates (LCC);

And

5.1.2 Proven experience of the Participant as a provider of design services similar

to the required Services for at least 2 Light Rail Systems and/or Tram-

Trains successfully completed and fully functioning, in the last 10 years

immediately preceding the P.Q Submission Date, with a project value of not

less than 300 million United State Dollars excluding VAT – per Project.

5.1.3 Proven experience of a Design Manager and Assistant Design Manager

proposed by the Participant in managing design teams with regard to at

least 2 Light Rail Systems and/or Tram-Trains successfully completed and

fully functioning, in the last 10 years immediately preceding the P.Q

Submission Date, with a project value of not less than 300 million United

State Dollars excluding VAT – per Project.

[The Engineers referred to in this Section should be certified in the land of

their origin].


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In order to demonstrate compliance with the Prequalification Requirement

specified under this Section, Prequalification Form “D” should be duly

completed and submitted.

It should be clarified that Participants can comply with the threshold

requirements as specified in sections 5.1.1 – 5.1.2 above through a Sub –

Contractor provided that the relevant Forms are duly completed and

submitted by the Participant and the relevant Subcontractor.

It must be noted that where a Sub – Contractor is to be employed by the

Successful Bidder then its scope of work shall not exceed 40% of the total

scope awarded to the Successful Bidder.

It is hereby emphasized that the Design Manager and Assistant Design

Manager demonstrating compliance with the threshold criterion above must

constitute part of the Successful Bidder's team and shall be required to

relocate to Israel for a period of at least 3 years.

Section 6: Methodology

Each Participant shall submit as part of Prequalification Form “D” a preliminary

methodology for executing the Services. The said methodology shall cover the

different stages of the Project and inter alia shall include at least the following:

• System definition: Functional and performance description of the overall

system.

• System Engineering – Allocation of requirements for all subsystems, and

interface definitions.

• Technical requirements specifications.


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• Completion of basic design (or detailed design in case of Build- only)

• Cost estimate, and an outline work schedule.

• Tender documentation: Pre-Qualification (PQ), Request for Proposal (RFP),

Scope of Works (SOW), and Technical Specification for Design and Build /

BOT / Build-only Contract.

• Tender Evaluation process.

• Supervision during the execution period after contract award.

Section 7: Method of Submission

7.1 Compliance with the Requirements Of this Invitation

Participants shall prepare their Prequalification Submissions in conformity with the

requirements of this Invitation. Participants shall answer all parts relevant to the

Prequalification Submission in an accurate and detailed manner, disclosing the

information requested, as well as additional information or data to clarify,

substantiate and, in general, support the Prequalification Submission submitted by

the Participant.


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7.2 No Unauthorized Modification

Participants shall not modify or supplement the instructions of this Invitation.

Unauthorized conditions, limitations, modifications, supplements, reservations,

disclaimers or provisions attached to a Prequalification Submission may cause the

Prequalification Submission to be deemed non-compliant with this Invitation. For

the purposes of this Section, any conditions, limitations, modifications,

supplements, reservations, disclaimers or provisions attached to the Prequalification

Submission, which were not submitted by the Participant to the Tender Committee

in accordance with the provisions of Section 2.7 and approved by the Tender

Committee in the form of an Addendum to this Invitation, issued in accordance with

the provisions of Section 2.8, may be deemed unauthorized.

7.3 Language

The Prequalification Submissions are to be submitted in English.

Supporting documents and printed literature furnished by a Participant in any other

language should be accompanied by a translation to English or Hebrew

(authenticated by a Notary Public), in which case, for purposes of interpretation, the

translation shall prevail.

7.4 Signing and Authorization

The Prequalification Submission and all forms submitted by Participants shall be

duly signed by the Participant. All pages of the Prequalification Submission shall be

enumerated, and the Prequalification Submission shall include a detailed table of

contents.


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7.5 Authorization of Signatures by an Attorney

Adjacent to every signature (excluding signatures in initials only) of the

Participants, their Members, and Subcontractors (if applicable) within the Pre-

Qualification Submission, there shall be a confirmation by an attorney that the

signatory is authorized to commit such Entity in relation to the document on which

such signatures appear.

7.6 Identification of Sensitive Information

Participants shall detail, within the Prequalification Submission letter, in a clear,

complete and legible manner, all information contained in their Prequalification

Submissions, which they consider to be of a commercially sensitive or secret nature.

It should be further clarified for that matter that the above does not derogate Yefe's

discretion for that matter.

7.7 Number of Submission Copies

Prequalification Submissions must be submitted, and clearly marked so, as an

original and five (5) identical copies (six (6) altogether). Each submission shall

include a CD containing a copy of the Prequalification Submission either scanned

or in an original PDF format (i.e. not scanned). In the event of a discrepancy

between the original and the other Prequalification Submission documents, and/or

the CD, the original shall prevail.

7.8 Sealing and Marking of Submissions

Participants shall seal the original and each of the five (5) copies of the

Prequalification Submissions in separate envelopes. The envelopes shall then be

sealed in an outer envelope or a box. The envelopes and boxes shall be addressed to

the Tender Committee at the following address:


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Attention of - Ms. Sima Hamami Coordinator of the Tender Committee E-mail: [email protected]

7.9 Pre Qualification Submission Date

Prequalification Submissions should be submitted at the address noted in Section

7.8 by the date designated for such submission, as set forth in Section 1.5.2

("Prequalification Submission Date"), no later than 14:00 Israel Standard Time

(IST).

The Tender Committee may, at its sole discretion, extend the Prequalification

Submission Date by issuing an Addenda.

7.10 Opening of Prequalification Submissions

The Tender Committee shall leave unopened any and all Prequalification

Submissions received after the deadline for submission specified in Section 7.9 All

unopened Prequalification Submissions shall be promptly returned to the applicable

Participants. The opening of the Prequalification Submissions shall be documented

in a protocol.


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Section 8 Examination of Submissions

The Tender Committee will review the Prequalification Submissions in order to

determine whether a Prequalification Submission was submitted in compliance with

the requirements of the Prequalification Documents and whether the Participant, its

Members, complied with the Prequalification Requirements, and all other applicable

requirements of the Prequalification Documents, and will only determine

compliance or non-compliance of the Participants and Prequalification Submissions

with any and all applicable requirements of the Prequalification Documents on a

“pass/fail” basis [i.e. the Prequalification Submissions will not be graded by the

Tender Committee].

The Tender Committee shall have full discretion in examining the Prequalification

Requirements during the Prequalification Stage and beyond, and without derogating

from any of its other prerogatives, it shall be authorized to change and/or waive any

one or more of the Prequalification Requirements or any part thereof with respect to

any Participant, at any time, for the purpose of increasing the number of Eligible

Participants, improving competition and ascertaining higher levels of success of the

Project, or if it considers such a change and/or waiver to be in the best interests of

this Prequalification Document and/ or of the Tender Process.

For the purpose of determining whether a Prequalification Submission has passed or

failed, the Tender Committee may review the Prequalification Submission and the

documents therein without being confined to specific and/or formal formats of

documentation. The Tender Committee will decide at its sole discretion whether

and to what extent the information provided by a Participant is sufficient.


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Section 9 Requests for Clarifications

9.1 The Tender Committee may, at its sole discretion, request each of the

Participants to hold a general presentation of their Prequalification Submission,

or any part thereof.

9.2 The Tender Committee, at its sole discretion, following the presentation

may: (i) demand that the Participant amend any of its Prequalification

Submission; and/or (ii) resubmit the Prequalification Submission Documents;

and/or (iii) disqualify the Prequalification Submission; and/or (iv) apply any

other measures it sees fit.

9.3 Without derogating from the generality of the foregoing, the Tender

Committee may request a Participant to clarify items contained in its

Prequalification Submission and to submit additional information, in the

opinion of the Tender Committee, for the evaluation of its Prequalification

Submission.

9.4 Participants will comply with the requests of the Tender Committee and

will submit any additional information necessary, in the opinion of the Tender

Committee, for the evaluation of its Prequalification Submission.

9.5 The requests for clarifications shall be in writing, delivered to the

Participants by mail, messenger, facsimile, or email. Their receipt should be

confirmed by return mail, messenger, facsimile, or email, to the address or

facsimile number or email set forth in Section 7.8, within forty-eight (48) hours

of receipt.

9.6 Participants’ responses to the requests for clarifications will form an

integral part of their Prequalification Submissions. The said responses will be

attached to the Prequalification Submission, along with copies of the requests


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for clarifications, and will replace or take precedence over corresponding items

within the Prequalification Submission documents if the later response differs

from the originally submitted response.

9.7 The Tender Committee may exercise its right to request clarifications

under this Section any number of times during its examination of the

Prequalification Submissions.

9.8 The Tender Committee reserves the right to accept Prequalification

Submission Documents that are not fully compliant due to a default or lack of

information, in which case the Tender Committee may, but is not required to,

ask a Participant to amend such default in its Prequalification Submission

Documents and resubmit the Prequalification Submission Documents, without

limitation, even after the Prequalification Submission Date.

Section 10: Announcement or Rejection of Eligible Participants

and Disqualification

10.1 Announcement of Eligible Participants

Upon the completion of its examination of the Prequalification Submissions, the

Tender Committee will announce those Participants which the Tender Committee

has deemed to have successfully complied with the requirements of this Invitation,

and which were not rejected or disqualified thereby in accordance with the

provisions of Sections 10.2 and 10.3 ("Eligible Participants").

Following the publication of the Tender Documents, the Eligible Participants will

be invited to submit a bid in accordance with the provisions of the Tender

Documents.


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10.2 Rejection of the Pre qualification Submissions

Without derogating from the Tender Committee’s rights under the Law:

10.2.1 The Tender Committee reserves the right, at its sole discretion, without

thereby incurring any liability to the affected Participant, to reject any or all

Prequalification Submissions, at any time during the Tender Process, for

any reason including.

10.2.2 The Tender Committee reserves the right, at its sole discretion to reject any

Prequalification Submission in the event that the Tender Committee is of

the opinion that such Prequalification Submission or any part thereof does

not conform to the requirements of the Invitation.

10.2.3 Without derogating from the Tender Committee’s rights under the

Invitation and under Law, the Tender Committee reserves the right to waive

minor irregularities or errors in any Prequalification Submission if it

appears to the Tender Committee that such irregularities or errors were

made inadvertently or are of a minor nature.

10.3 Disqualification of the Pre qualification Submissions

Without derogating from the rights of the Tender Committee under the Invitation

and under Law, the Tender Committee will be entitled to disqualify any Participant,

or impose any condition or instruction on its participation in the Prequalification

Stage and/or the RFP Stage, in the following events:


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10.3.1 Any changes of the Members or their Anticipated Holdings or Holdings in

the Participant; change in a Subcontractor ; (for purposes of this Section,

each of the Member, a Subcontractor shall be referred to as a

“Participator ”), without the prior approval of the Tender Committee; in

any event any approved change shall not derogate from the compliance with

any or all of the Prequalification Requirements;

10.3.2 The commencement of bankruptcy, receivership, liquidation, or

reorganization proceedings by or against a Participator or any similar

situation, unless such proceedings are discharged within a reasonable period

of time, as determined by the Tender Committee, or if an interim or

permanent receiver or liquidator is appointed over a Participator, or if a

Participator has become insolvent;

10.3.3 The commencement of any voluntary action for the liquidation of any

Participator, except for the purposes of merger or restructuring on terms

approved by the Tender Committee in writing;

10.3.4 In the event that any Participator has been convicted in an Offence, or in the

event any criminal proceedings with respect to an Offence are being

conducted against such Entity;

10.3.5 In the event that any Participator (including Interested Parties therein,

directors or managers thereof) is a resident of a hostile state.

10.3.6 Employment or engagement of any advisor to the Tender Committee by any

Participator, directly or indirectly, for the purposes of the Prequalification

Stage, without the prior written approval of the Tender Committee;


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10.3.7 In the event of unusual events which materially and adversely affect, to the

Tender Committee judgment, the Participator’s and/or the Participator's

financial ability to execute the Project; and

10.3.8 Any material breach of the provisions of the invitation of Prequalification

including but not limited to the submission of any false, misleading or

incomplete information to the Tender Committee.

The Participant shall be required to notify the Tender Committee of the existence,

during the Prequalification Stage, of any of the events described in this Section,

promptly.

The Tender Committee may base its decision on the information provided by the

Participant as well as on any other information available, and may request the

Participant to provide the Tender Committee with additional information, as the

Tender Committee deems necessary.

10.4 Changes in Status

Without derogating from Section 10, it is expected that, pursuant to the Tender

Documents, each Eligible Participant shall include a statement detailing material

changes with respect to the Participant, which will have occurred since the date of

the Prequalification Submission.

The Tender Committee will review the information and, without derogating from its

rights under Law or under the Tender Documents, shall be entitled to either

disqualify any Eligible Participant and/or impose any condition or instruction on its

participation in the Tender Process - if the Tender Committee shall be of the

opinion at its sole discretion that the Eligible Participant will not be able to execute

the Project should he be chosen as a Successful Bidder.


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Section 11: Reservation of Rights

11.1 All Participants acknowledge that the Project description contained in the

Invitation is general and indicative only, and that as of the date hereof the

Project has not been completely formulated and the Tender Documents have not

been finalized.

Furthermore, the Tender Committee reserves the right to redefine the Project or

any part thereof.

The issuance of this Invitation does not create any representation, undertaking or

warranty on behalf of the Tender Committee or anyone on its behalf with respect

to the Project and do not guarantee initiation, execution or the implementation

thereof, and the participation in this Prequalification Process shall not confer

upon a Participant or an Eligible Participant any right with respect to the Project

or any future proceedings which will be conducted with respect thereto, including

the Tender Process.

11.2 It is expressly understood that any reliance by any Participant on any

information contained in the Invitation, in its Prequalification Submission and

the making of any deductions, interpretations or conclusions from the

information which is made available by the Tender Committee is at the

Participant’s sole responsibility.

Furthermore, the Tender Committee do not represent or warrant the accuracy or

completeness of the Overview and/or the Background Information. It is expressly

understood that any reliance by the Participants on any such information and/or

the making of any deductions, interpretations or conclusions from such

information, is at the Participants’ sole responsibility.


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11.3 Without derogating from the generality of the above, the Tender

Committee reserve the right not to proceed with this Prequalification Process, or

with the Tender Process or any part thereof, and may terminate or cancel the

Invitation or any other proceedings which are conducted with respect thereto, or

with respect to the Project, at any time, as it deems appropriate.

Under the circumstances described herein, neither the Tender Committee nor

anyone on their behalf shall be responsible in respect to any loss or damage

whatsoever suffered by any Participant, its shareholders, employees, officers,

agents, or any other persons for whom any Participant may be contractually or

legally responsible or accountable.

The Tender Committee may publish a new invitation to pre-qualify or other

proceedings with respect to the Project, which may include other Prequalification

Requirements, or require additional Prequalification or minimum requirements in

the Tender Documents.


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Section 12: General Definitions

“Addenda” Shall have the meaning ascribed thereto in

Section 2.8 of this Invitation.

“Bid” The documents that Eligible Participant are

required to submit as part of the RFP Stage.

“Control” Shall have the meaning ascribed thereto in

Section 1 of the Securities Law, Sefer

Hachukim 5728-1968.

“Eligible Participant” Shall have the meaning ascribed thereto in

Section 10.1 of this Invitation.

“Entity” Any corporation, company, voluntary

association, partnership, trust or unincorporated

association.

“Hostile State” Syria, Lebanon, Iran, Iraq and any other

country which may be added to this list by the

Government from time to time.


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“Law” Shall mean the laws, regulations, orders, rules,

statutes, ordinances, and criteria which are in

force in the State, from time to time. “Law”

shall also include decisions handed down by

any court of law of the State, and shall also

include any order or directive issued by an

authority acting with legal authority granted

pursuant to any of the foregoing.

“Means of Control” Means any of the following (through no more

than one intermediary Entity): (a) the right to

vote at a general meeting of a company or

equivalent body in another corporation; and (b)

the right to appoint directors or a general

manager of a company, and in a corporation

that is not a company – equivalent office

holders.

“Offense” Shall mean a criminal offense, in Israel or

abroad, which constitutes a felony or worse, or

another criminal offense which resulted in a

prison sentence of at least one (1) year, and

which verdict was given during the last seven

(7) Years.

“Prequalification

Documents”

The prequalification documents include this

Invitation and the Prequalification Forms.


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“Prequalification

Forms”

Have the meaning ascribed thereto in Form “A”

of the Prequalification Document.

“Prequalification Stage” Shall mean the Prequalification process

commencing upon the issuance of this

Invitation, and ending upon the announcement

of Eligible Participants.

“Prequalification

Submission”

The complete written Prequalification

submission, complying with the terms and

conditions contained in this Invitation and

including all the information and completed

Prequalification Forms called for pursuant to

this Invitation, as submitted and duly signed by

the Participants.

“RFP Stage” Shall mean the stage commencing upon the

announcement by the Tender Committee of the

Eligible Participants and ending upon the

award of the Concession and License as

ascribed in section 1.1.

“State” State of Israel.

“Successful Bidder” Shall mean the Participant that is awarded the

Agreement with regard to the Services at the

end of the RFP Stage.

“Tender Committee” The committee appointed by Yefe, in order to

control and manage the Tender Process.


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“Tender Documents” Including, but not limited to, the documents

that will be published by the Tender Committee

with regard to the RFP Stage, project

description, scope and the License.

“Tender Process” Shall mean the process commencing upon the

commencement of the Prequalification Stage

and ending upon the conclusion of the RFP

stage.

“Years” The successive twelve (12) month periods

ending with the twelve (12) month period

immediately preceding the Prequalification

Submission Date.