invitation for pre-qualification for the participation … · pre -qualification form “2”...

Pre-Qualification Forms 247903.doc of 58

INVITATION FOR PRE-QUALIFICATION

FOR THE PARTICIPATION IN A TENDER

FOR THE LIGHT RAILWAY PROJECT BETWEEN

HAIFA AND NAZARETH

June 2nd

, 2020

PRE-QUALIFICATION FORMS


Table of Contents

A. Information and Undertakings

1. The Pre-Qualification Submission Letter

2. Participation Fee Proof of Payment

3. The Members of the Participant

4. The Participating Entity

5. Experience Provider Undertaking

6. Confirmation of Merging Company

B. Professional Thresholds

7. Systems Experience

8. Signaling Experience

9. Track Experience

10. Rolling Stock Experience

11. Project Execution, Management and Organization Experience

12. Maintenance Experience

13. Operating Experience

C. Financial Thresholds

14. Financial Robustness

15. Participant’s Weighted Turnover

16. Securing External Finance for Infrastructure Projects

17. No Going Concern

D. Financial Entities

18. Private Investment Funds

19. Institutional Investors

20. Investment Entities


PRE-QUALIFICATION FORM “1”

THE PRE-QUALIFICATION SUBMISSION LETTER

(To be completed by the Authorized Representative of the Participant (if incorporated as of the Pre-Qualification

Submission Date) or by the Authorized Representative of each Member, each on a separate form (if the Participant

is not incorporated as of the Pre-Qualification Submission Date)

(Capitalized terms shall have the meaning ascribed to them in the Invitation)

To:

The Tender Committee

Trans Israel Company

Re: Invitation for Pre-Qualification for Participation in a Tender for the Light Railway Project

between Haifa and Nazareth

(the “Invitation”)

I, _____________, the undersigned, make this affidavit on behalf of _____________, the Participant (if

the Participant is incorporated as of the Pre-Qualification Submission Date)/ the Member of the

Participant (circle the relevant option):

In response to the Invitation issued on 7 April 2020, extending an invitation to submit a Pre-Qualification

Submission, after careful review of the Invitation, declare, warranty, and represent as follows:

1. The Pre-Qualification Submission is submitted in accordance and in agreement with the terms and

provisions contained in the Invitation, after careful review thereof.

2. The Pre-Qualification Submission is accurate, complete, and up to date as of the Pre-Qualification

Submission Date, in accordance with the requirements of the Invitation.

3. The provisions of Section 9.10 (Reservation of Rights) of the Invitation are acknowledged and

accepted, and without derogating from the generality of the provisions thereof, understand that the

submission of the Pre-Qualification Submission shall not be deemed in any way to create an

obligation on the part of the Tender Committee to announce its compliance with the Pre-Qualification

Requirements; that the Tender Committee has the right to reject, as it deems appropriate, the Pre-

Qualification Submission submitted by the Participant; and that the Tender Committee has the right,

as it deems appropriate, to annul the Pre-Qualification Process and to reject all Pre-Qualification

Submissions at any time, all, in accordance with the provisions of the Invitation.

4. Incorporated hereto, and constituting an integral part of the Pre-Qualification Submission, are all Pre-

Qualification Forms, attachments, and annexes thereto, and other annexes attached to the Pre-

Qualification Submission as described herein:

Pre-Qualification Form “1” The Pre-Qualification Submission Letter

Pre-Qualification Form “2” Participation Fee Proof of Payment

Pre-Qualification Form “3” The Members of the Participant

Pre-Qualification Form “4” The Participating Entity

Pre-Qualification Form “5” Experience Provider Undertaking

Pre-Qualification Form “6” Confirmation of Merging Companies

Pre-Qualification Form “7” Systems Experience


Pre-Qualification Form “8” Signaling Experience

Pre-Qualification Form “9” Track Experience

Pre-Qualification Form “10” Rolling Stock Experience

Pre-Qualification Form "11" Project Execution, Management and Organization Experience

Pre-Qualification Form “12” Maintenance Experience

Pre-Qualification Form “13” Operating Experience

Pre-Qualification Form “14” Financial Robustness

Pre-Qualification Form “15” Participant’s Weighted Turnover

Pre-Qualification Form “16” Securing External Finance for an Infrastructure Project

Pre-Qualification Form “17” No Going Concern

Pre-Qualification Form “18” Private Investment Fund Statement

Pre-Qualification Form “19” Institutional Investors

Pre-Qualification Form “20” Investment Entities

5. Detailed herein is information which the Participant/Member considers to be of a commercially

sensitive or confidential nature concerning the Pre-Qualification Submission [to be completed in

accordance with the provisions of Section 7.4 (Identification of Sensitive or Classified Information) of the

Invitation]:

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

6. The following Addenda and Letters of Clarification to the Pre-Qualification Documents, issued

before the Pre-Qualification Submission Date have been received and are integral parts of the Pre-

Qualification Documents:

Addendum No. _____________ Date Issued: _____________





Letter of Clarification No. _____________ Date Issued: _____________





...

[to be completed]

7. Authorized Representative(*): _________________ e-mail:_______________ address: _________

telephone number:_____________ fax number:____________.

8. The Participant/Member hereby warrants and represents that, to the best of its knowledge and after

conducting a due investigation, each of the Experience Providers complies with all applicable

requirements of the Invitation pertaining to such Experience Provider.


(*) All Members shall appoint one Member as Authorized Representative for the Participant, in

accordance with the provisions of Section 3.7 of the Invitation.

I, ____________, the undersigned, hereby confirm that on ____________ [date], ____________[name],

Israeli I.D. number / _______[country] Passport number ____________, who is authorized to sign on

behalf of ____________, and to commit it for purposes of the above stated Pre-Qualification Form, for all

purposes and intents, appeared before me, and after being cautioned that he/she is required to state the

truth, and that if he/she fails to do so he/she shall be liable to the punishments prescribed by Law, signed

this statement in my presence.

Name: ____________

Stamp and Signature: ____________

Date: ____________

____________________

Attorney-at-Law



PARTICIPATION FEE PROOF OF PAYMENT

(The Participant is to attach a copy of the receipt for the payment of the participation fee, in accordance with

Section 2.5.6 of the Invitation)



THE MEMBERS OF THE PARTICIPANT

(To be completed by the Participant)

(Capitalized terms shall have the meaning ascribed to them in the Invitation) I, _____________, the undersigned, am making this affidavit on behalf of _____________ (name of

Participant):

The following entities shall form / have formed [circle the relevant option] the SPC constituting the

Participant which submits this Pre-Qualification Submission:

Name [Anticipated]

Holdings in

the

Participant

Relying on a

Guarantor

Serving as

Guarantor for

another Member

Financial Entity Demonstrating

Professional

Threshold

Experience

____% ☐ Yes:

___________

☐ No

☐Yes: ___________

☐ No ☐ Yes: _______

☐ No ☐ Yes: _______

☐ No

____% ☐ Yes:

___________

☐ No

☐Yes: ___________

☐ No ☐ Yes:_______

☐ No ☐ Yes: _______

☐ No

____% ☐ Yes:

___________

☐ No

☐Yes: ___________

☐ No ☐ Yes: _______

☐ No ☐ Yes: _______

☐ No

____% ☐ Yes:

___________

☐ No

☐Yes: ___________

☐ No ☐ Yes: _______

☐ No ☐ Yes: _______

☐ No

____% ☐ Yes:

___________

☐ No

☐Yes: ___________

☐ No ☐ Yes: _______

☐ No ☐ Yes: _______

☐ No

____% ☐ Yes:

___________

☐ No

☐Yes: ___________

☐ No

☐ Yes: _______

☐ No

☐ Yes: _______

☐ No

Please check as applicable:

☐ The Members listed above have already formed a legally incorporated SPC for the Participant, whose

certificate of incorporation is attached to Annex A of Pre-Qualification Form “4”.

☐ The Members listed above have not yet formed a legally incorporated SPC for the Participant but

undertake to do so by no later than the Bid Submission Date, as shall be determined in the Tender

Selection Stage Documents, should the Participant be declared an Eligible Bidder.

________________________ ________________________ Date

Stamp and Signature








Name: ____________


Date: ____________

____________________

Attorney-at-Law



THE PARTICIPATING ENTITY

(To be completed by each Participating Entity, each on a separate form)


I, _____________, the undersigned, am making this affidavit on behalf of _____________ (name of

Participating Entity):

1. Name of Participating

Entity:

____________________________________________

Business Address: ____________________________________________

Phone: ____________________________________________

Facsimile: ____________________________________________

E-mail: ____________________________________________

2. Role of the Participating Entity

[check as applicable, including if

more than one role]

☐ The Participant

☐ Member of the Participant [Anticipated] Holdings in the Participant: ____%

☐ Experience Provider Relevant Pre-Qualification Requirements:

☐ Section 4.1 (Experience in the Design and Installation of

Systems)

☐ Section 4.2 (Experience in the Design and Installation of

Signaling Systems)

☐ Section 4.3 (Experience in the Design and Construction

of Track-Way)

☐ Section 4.4 (Rolling Stock Experience)

☐ Section 4.5 (Project Execution, Management and

Organization Experience)

☐ Section 4.6 (Maintenance Experience)

☐ Section 4.7 (Operation Experience)

☐ Guarantor Names of Member(s) relying on Guarantor (if applicable)

(please indicate if the Guarantor holds Means of Control in

the Member*):

1. _________________________________________

2. _________________________________________


3. _________________________________________

4. _________________________________________

5. _________________________________________

* Please attach to Annex E hereunder, appropriate

explanation, attested to by an attorney, demonstrated by

applicable documentation, of such Control.

☐ Financial Entity Type of Financial Entity:

☐ Private Investment Fund (Section 5.6.1)

☐ Institutional Investor (Section 5.6.2)

☐ Investment Entity (Section 5.6.3)

3. Authorized Signatory

Name Title Email & Phone

_________ _________ _____________

4. Legal Status:

(check applicable)

Limited

Partnership

☐

Limited

Liability

Company

☐

General

Partnership

☐

Other

(explain)

☐

_________________________________

_________________________________

_____________________

5. Place of Incorporation

Please check as applicable:

☐ The Participating Entity is an entity incorporated under the laws of the state of Israel.

☐ The Participating Entity is a foreign entity incorporated under the laws of its domicile,

which is: ____________. Attached hereunder to Annex A of this Pre-Qualification Form are


authenticated copies of the Participating Entity’s certificate of incorporation and articles of

association, or their equivalent within its domicile.1

☐ The Participating Entity is a foreign entity incorporated under the laws of its domicile, which

is: _________, and is registered in Israel as a Foreign Company / Foreign Partnership [circle

applicable category]. Authenticated copies of the Participating Entity’s certification of such

registration is attached hereunder to Annex B of this Pre-Qualification Form in addition to its

certificate of incorporation and articles of incorporation, attached hereunder to Annex A of this

Pre-Qualification Form, in accordance with Section 3.5.8 of the Invitation.

In accordance with Section 3.5.6 of the Invitation:

☐ If the Participating Entity is incorporated in the State of Israel or registered in Israel as a

Foreign Company as defined under the Companies Law 1999, it shall fill out the Affidavit

required pursuant to the provisions of the Public Entities Transactions Law, 1976, attached to

Annex C of this Pre-Qualification Form, and shall attach to said Annex C of this Pre-Qualification

Form, an ascertainment of regular reports of revenues to the tax assessor and the director of

V.A.T. in transactions that are taxable under the Value Added Tax Law 1975.

☐ If the Participating Entity is a Foreign Company registered in the State of Israel but which

has not conducted any activity in Israel, or if it is a Foreign Company not registered with the

Israeli Tax authorities and cannot provide such tax approvals, it shall attach to Annex D of this

Pre-Qualification Form, hereunder (1) a declaration by an independent auditor; and (2) an

affidavit of a representative of its management, testifying to its status as such and to its

consequential inability to provide such tax approvals.

6. Guarantor

If the Participating Entity is a Guarantor, it hereby requests that its own financial information, which

is included in the Pre-Qualification Submission submitted by the Participant, will be taken into

account in determination of the Participant’s compliance with the Financial Pre-Qualification

Requirements set forth in Sections 5.1 (Turnover), 5.2 (Weighted Average Operating Cash Flow) and

5.3 (Minimal Equity Required) of the Invitation, instead of the financial information of the Members

relying on the Guarantor as detailed in Section 2 above. The Guarantor shall attach to Annex E to this

Pre-Qualification Form, its proof of Guarantor Control.

7. Registration Number: ____________________________________________

Place of Registration: ____________________________________________

Date of Registration: ____________________________________________

8. Interested Parties in the

Participating Entity (as

defined in the Invitation):

____________________________________________

____________________________________________

1 Except for official and authenticated certificates of Israeli corporations submitted in Hebrew, certificates of incorporation and minutes of incorporation provided by a Participating Entity in any language other than English shall be accompanied by a translation to English and a notarized statement of translation.


9. The Participating Entity hereby declares, warrants and represents the following:

9.1. The Participating Entity has thoroughly and carefully read the Invitation, and agrees to all of

the applicable provisions in the Invitation, and in particular to its obligations thereunder.

9.2. The information provided by the Participating Entity in this Pre-Qualification Submission is

accurate, complete and up to date as of the Pre-Qualification Submission Date, in accordance

with the requirements of the Invitation.

9.3. The Participating Entity acknowledges and accepts the provisions of Section 9.10 (Reservation

of Rights) of the Invitation, and without derogating from the generality of the provisions

thereof, understands that the submission of this Pre-Qualification Submission shall not be

deemed in any way to create an obligation on the part of the Tender Committee to announce

the Participant’s compliance (or the compliance of any of its Members, Guarantors or

Experience Providers) with the Pre-Qualification Requirements; that the Tender Committee

has the right to reject, as it deems appropriate, the Pre-Qualification Submission submitted by

the Participant; and that the Tender Committee has the right, as it deems appropriate, to annul

the Pre-Qualification Process and to reject all Pre-Qualification Submissions at any time, all in

accordance with the provisions of the Invitation.

9.4. The Participating Entity hereby warrants and represents that it complies with and satisfies all

the requirements stipulated in Sections 3.5.1-3.5.5 and Section 3.5.7 of the Invitation;

9.5. Criminal Proceedings with respect to Offences (as defined in the Invitation) [check

applicable]:

☐ The Participating Entity hereby warrants and represents that it complies with and satisfies

all of the requirements stipulated in Sections 3.5.5 of the Invitation;

☐ The Participating Entity does not comply with or satisfy the requirements stipulated in

Sections 3.5.5 of the Invitation; [describe Offences in which the Participating Entity or any

Interested Party thereof (including individuals) was convicted or indicted]

___________________________________________________________________________

___________________________________________________________________________

______________________________________________________

9.6. The Participating Entity has not, directly or indirectly, induced or solicited any other

Participating Entity to put in a false or misleading Pre-Qualification Submission, and has not

by itself, either directly or indirectly, colluded, arranged or agreed with any other Participating

Entity to secure any advantage against any other Participant, or to secure any advantage

against the Tender Committee or GoI or anyone interested in the HN LRT Project;

9.7. The Participating Entity is participating in the Pre-Qualification Process only within the Pre-

Qualification Submission to which this Pre-Qualification Form “2” is attached; and none of the

Participating Entity’s Affiliated Entities are participating in the Pre-Qualification Process other

than within the Pre-Qualification Submission to which this Pre-Qualification Form “2” is

attached;

9.8. To the best of the Participating Entity’s knowledge, and with respect to those parts of the Pre-

Qualification Submission concerned with the Participating Entity:

9.8.1. The Pre-Qualification Submission submitted by the Participant is not made in the


interest of, or on behalf of, any undisclosed person, corporation, company, voluntary

association, partnership, trust, or unincorporated association;

9.8.2. The Pre-Qualification Submission is genuine and not collusive or misleading; and

9.8.3. All the information contained in the Pre-Qualification Submission is true, accurate,

complete and current as of the Pre-Qualification Submission Date.







Name: ____________


Date: ____________

____________________

Attorney-at-Law

________________________ ________________________

Date Stamp and Signature

Pre-Qualification Forms of 58

PRE-QUALIFICATION FORM “4” - ANNEX A

Each Participating Entity shall attach hereunder authenticated copies of its Certificate of Incorporation

and of its Articles of Association hereunder.


PRE-QUALIFICATION FORM “4” - ANNEX B

Each Participating Entity which is a foreign entity registered in Israel as a Foreign Company / Foreign

Partnership, shall attach hereunder authenticated copies of its certification of registration as such.

of 58

PRE-QUALIFICATION FORM “4” - ANNEX C

Each Participating Entity who is incorporated in the State of Israel or registered in the State of Israel as

a Foreign Company, as defined under the Companies Law 1999, shall complete the following Affidavit,

as required pursuant to the Public Entities Transactions Law 1976, and shall attach hereto an

ascertainment of regular reports or revenues to the tax assessor and the director of V.A.T. in transactions

that are taxable under the Value Added Tax Law 1975.

Affidavit

In accordance with the Public Entities Transactions Law, 5736-1976 (hereinafter: "Public

Entities Transactions Law"):

I, the undersigned______________ [Affiant's Full Name], bearer of __________ [Country]

passport/Israeli I.D. no. ____________, having been forewarned that I am to declare the truth

and that I will be subject to the penalties imposed by law if I do not do so, hereby affirm in

writing as follows:

1. I am authorized to make this Affidavit on behalf of _______________ [Name of the

Participating Entity/ Affiliates*] (hereinafter: the "Company") by the authorization of

the Company; (*Affiliate for the purpose of this Affidavit, shall have the meaning

ascribed thereto in the Public Entities Transactions Law).

2. Neither the Company, nor its Affiliates, (as applicable) have been convicted prior to the

Pre-Qualification Submission Date, of more than two (2) peremptory judgments for

felonies as they are defined under the Foreign Workers (Prohibition of Unlawful

Employments and Assurance of Fair Conditions) Law, 5751-1991; and if convicted

in peremptory judgments of more than two felonies under such law - the last conviction

was not within one (1) year prior to the Bid Submission Date;

3. Neither the Company, nor its affiliates, (as applicable) have been convicted prior to the

Pre-Qualification Submission Date, of more than two (2) peremptory judgments for

felonies as they are defined under the Minimum Wage Law, 5747-1987; and if

convicted in a peremptory judgment of more than two (2) felonies under such law - the

last conviction was not within one (1) year prior to the Pre-Qualification Submission

Date.

4. As of the Pre-Qualification Submission Date, the Company, either:

a. is not subject to the stipulations of Section 9 to the Equal Rights for People

with Disabilities Law, 5758-1998; or

b. (i) is subject to the stipulations of Section 9 to the Equal Rights for People

with Disabilities Law, 5758-1998 and fully complies with such Law.

(ii) In the event the Company employs at least 100 employees, the Company

undertakes to refer to the general manager of the Ministry of Labor,

Welfare and Social Services for the purpose of affirming its compliance

with Section 9 to the Equal Rights for People with Disabilities Law,

5758-1998, and obtaining any applicable instructions therefrom.

(iii) If the Company has made the commitment under Section 4(b)(ii) with

respect to previous engagements, the Company declares that it has

- 17 -


referred to the general manager of the Ministry of Labor, Welfare and

Social Services as required and has complied with all instructions

received accordingly therefrom, if such were given.

(iv) The Company undertakes to deliver a copy of this affidavit to the general

manager of the Ministry of Labor, Welfare and Social Services within 30

days of the Signature Date of the Agreement, should such be made.

5. This is my name, this is my signature and the content of the Affidavit above is true.

________________________ ________________________

Date

Stamp and Signature

I, ____________, the undersigned, hereby confirm that on ____________ [date], ____________[name], Israeli

I.D. number / _______[country] Passport number ____________, who is authorized to sign on behalf of

____________, and to commit it for purposes of the above stated Pre-Qualification Form, for all purposes and

intents, appeared before me, and after being cautioned that he/she is required to state the truth, and that if he/she

fails to do so he/she shall be liable to the punishments prescribed by Law, signed this statement in my presence.

Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 18 -


PRE-QUALIFICATION FORM “4” - ANNEX D Each Participating Entity who is either a Foreign Company registered in the State of Israel but

has not conducted any activity in Israel, or a Foreign Company not registered with the Israeli

Tax authorities and thus cannot provide tax approvals, shall attach hereto:

1. A declaration by an independent auditor; and

2. An affidavit of a representative of its management, testifying to its status as a Foreign

Company and to its consequential inability to provide tax approvals pursuant to Israeli

Law.

- 19 -


PRE-QUALIFICATION FORM “4” - ANNEX E

PROOF OF GUARANTOR CONTROL

Each Guarantor shall attach appropriate explanation, attested to by an attorney, demonstrated by

applicable documentation, e.g. reports issued by the Registrar of Companies, organizational

charts, articles of association, etc. which prove and demonstrate its Control of the Member(s)

- 20 -



EXPERIENCE PROVIDER UNDERTAKING

(To be completed by the Experience Provider for the demonstration of compliance with the Professional

Pre-Qualification Requirements in Section 4 of the Invitation (to be filled out separately by each

Experience Provider))


I, the undersigned, hereby issue this Undertaking on behalf of __ regarding its role as

Experience Provider (the “Experience Provider”) in its performance of ________ (the

“Project”) presented in demonstration of compliance with the Professional Pre-Qualification

Requirements in Section 4.__, as part of the Pre-Qualification Submission submitted by (the

“Participant”).

If relying on a Supporting Entity, please complete :

The Experience Provider relied on ___________ (the “Supporting Entity”) in demonstrating

experience on the following project, as listed in the relevant Pre-Qualification Form:

_______________.

☐ The Supporting Entity is an SPV that is not a limited liability company, in which:

(i) The Experience Provider had Effective Holdings of ___% (at least 24%) of all Means

of Control; and

(ii) All Entities which directly held the Means of Control in the SPV were responsible,

jointly and severally, for the execution of the Project.

☐ The Supporting Entity is an SPV that is a limited liability company, in which the

Experience Provider had Effective Holdings of ___% (at least 24%) of all Means of

Control.

☐ The Supporting Entity is a Subsidiary, as defined in Section 1.1 of the Invitation, of the

Experience Provider.

☐ The Supporting Entity is a second-tier Subsidiary of the Experience Provider in which

the Experience Provider has Effective Holdings of ___% (at least 50%) of all Means of

Control.

☐ The Supporting Entity is held by the Experience Provider such that:

(iii) The Experience Provider has Effective Holdings of one hundred percent (100%) of

all Means of Control in an intermediate Entity(ies), “Entity-1”; and

(iv) Entity-1 directly holds ___% (at least 75%) of all Means of Control in the

Supporting Entity.

1. JOINT AND SEVERAL UNDERTAKING

1.1. This Undertaking is irrevocable and binding upon the Experience Provider.

1.2. This Undertaking is a direct undertaking issued by the Experience Provider towards

TRI.

- 21 -


1.3. The Experience Provider has demonstrated compliance with the professional threshold

requirements set forth in Section 4.__ [fill in the applicable section number] of the

Invitation. The Experience Provider hereby warrants and undertakes that it will be

responsible, jointly and severally with the Participant, for the execution of the

respective works in the HN LRT Project, should the Participant be declared the

successful bidder.

1.4. TRI shall not be required to pursue any remedy it may be entitled to from the

Participant and/or any other person/entity prior to making any demand of the

Experience Provider, and the Experience Provider shall not have any claim with

respect thereto, nor be released from any obligations as a consequence thereof.

1.5. The validity of the obligations and liabilities of the Experience Provider and/or their

extent shall not be affected and/or prejudiced, even if the Pre-Qualification Documents,

or any part thereof, are changed and/or amended from time to time. The Experience

Provider hereby confirms its consent to any change and/or amendment and shall

remain responsible for all of the Experience Provider’s undertakings, jointly and

severally with the Participant, as changed and/or amended.

1.6. The Experience Provider’s obligations pursuant to this Undertaking are unconditional

and shall not be voided, waived, reduced or otherwise affected, irrespective of:

1.6.1. Any lack of validity or enforceability of, or any ineffectiveness of, any provision

of the Pre-Qualification Documents or any other agreement, guarantee or

instrument relating thereto;

1.6.2. Any amendment to, waiver of or consent to depart from, or failure to exercise or

enforce any right, remedy, power or privilege under or in respect of the Pre-

Qualification Documents or any right of action, guarantee, indemnity or other

contingent obligation;

1.6.3. Any compromise or settlement of any dispute with the Participant and TRI or any

failure of supervision by TRI to detect or prevent any default of the Participant;

1.6.4. The insolvency of the Participant or the Experience Provider, or any proceeding,

voluntary or involuntary, involving the winding-up, bankruptcy, insolvency,

receivership, administration, reorganization, arrangement, dissolution or

liquidation of, or affecting, the Participant or the Experience Provider, or any

defense which the Participant or the Experience Provider may have by reason of

the order, decree or decision of any court or Governmental Authority resulting

from any such proceeding;

1.6.5. Any acceptance of any new or additional undertaking, security or any other

instrument, document, agreement, or obligation in connection with all or a part of

the obligations of the Participant under the Pre-Qualification Documents;

1.6.6. Any assignment of this Undertaking by TRI, in accordance with the provisions of

the Pre-Qualification Documents;

1.6.7. Any other circumstance, act or matter of a similar or different nature which might

otherwise constitute a defense available to the Experience Provider or release

from any or all of its obligations hereunder.

1.6.8. The Experience Provider further expressly waives, to the fullest extent permitted

by Law, any right or defense available to it due to, or as a result of, the above.

1.7. Notwithstanding anything contained herein to the contrary, the Experience Provider

expressly and irrevocable waives, to the fullest extent permitted, the provisions of any

laws which exonerate or limit the liability of the Experience Provider, including

section 8, 9 and 15 of the Guarantee Law, 5727-1967, or sureties and any defenses

provided by such applicable laws.

- 22 -


1.8. Nothing herein shall be construed as imposing greater obligations and liabilities on the

Experience Provider than are imposed on the Participant with respect to the relevant

Professional Pre-Qualification Requirements under the Pre-Qualification Documents.

The Experience Provider shall be entitled to all defenses, limitations and exclusions

available to the Participant under the Pre-Qualification Documents.

2. Without derogating from the provisions of Section 1, if the Experience Provider has

demonstrated compliance with the Professional Threshold Requirements stipulated in

Section 4.5 (Project Execution, Management and Organization Experience) of the

Invitation, the Experience Provider undertakes to either serve as the EPC Contractor itself,

or to hold 20% or more of all Means of Control in the EPC Contractor, should the

Participant be deemed the Successful Bidder, all in accordance with Annex 2 Section 2 of

the Invitation, and as will be specified in the Tender Selection Stage Documents.

3. Without derogating from the provisions of Section 1, if the Experience Provider has

demonstrated compliance with the Professional Threshold Requirements stipulated in

Section 4.7 (Operation Experience) of the Invitation, the Experience Provider undertakes to

either serve as the O&M Contractor itself, or to hold 50% or more of all Means of Control

in the O&M Contractor, should the Participant be deemed the Successful Bidder, all in

accordance with Annex 2 Section 3 of the Invitation, and as will be specified in the Tender

Selection Stage Documents.

4. Additional Undertakings

4.1. The Experience Provider shall not assign or transfer any of its obligations pursuant to

this Undertaking without the prior written approval of TRI.

4.2. The Experience Provider shall provide TRI such information as TRI may reasonably

require from time to time with respect to the performance of its obligations pursuant to

this Undertaking.

4.3. The Experience Provider shall notify TRI of any legal or technical changes, and any

unusual events which affect its ability to perform its obligations pursuant to this

Undertaking.

5. Representations and Warranties

5.1. The Experience Provider makes each of the representations and warranties set out in

this section to TRI.

5.2. The Experience Provider is duly incorporated and validly existing under the laws of its

domicile.

5.3. The Experience Provider has the corporate power to execute and perform this

Undertaking and has taken all necessary action to authorize the execution and

performance of this Undertaking. Neither the execution nor the performance of the

obligations pursuant to this Undertaking:

(i) Violates any provisions of any law by which it is bound; nor

(ii) Conflicts with or violates any provisions of its Articles of Association;

nor

(iii) Violates any of the terms or provisions of any agreement or instrument to

which it is party, or by which any of its assets are bound or to which it is

subject or constitutes a default under such agreement or instrument.

5.4. The Experience Provider, including any of its interested parties, directors or managers,

are not residents or citizens of a hostile state which does not have diplomatic relations

with the State of Israel, or of a state which does not have full trade relations with the

State of Israel.

- 23 -


5.5. This Undertaking has been duly executed and delivered by the Experience Provider

and constitutes its legal, valid and binding obligation, enforceable against it according

to its terms.

5.6. There are no pending proceedings against the Experience Provider that may reasonably

be expected to have the effect of preventing, delaying or otherwise interfering with the

performance of any of its obligations under this Undertaking.

6. Notices

6.1. All notices, demands, requests, approvals and other communications under, or in

connection with, this Undertaking shall be made in writing and may be sent by

registered mail or facsimile.

A notice shall be deemed to have been served (i) if sent by registered mail: seventy two

(72) hours following the time of its posting; or (ii) if sent by facsimile: twenty four (24)

hours following the time of its transmission.

6.2. The mailing address and facsimile number for all notices shall be in Israel, and are as

follows: _______________________________________________________________

7. No Waiver: Remedies

7.1. No failure by TRI to exercise, and no forbearance or delay in exercising any right

under this Undertaking will operate as a waiver thereof. No partial exercise by TRI of

any right will preclude any other or further exercise of that right or any other right. No

waiver of any breach or default under a provision of this Undertaking will constitute a

waiver of any subsequent breach or default under that or any other provision of this

Undertaking.

7.2. Each of the rights and remedies of TRI under this Undertaking is cumulative and not

exclusive of any other right or remedy existing by agreement, under any applicable

Law or at equity.

8. Governing Law

This Undertaking shall be exclusively governed by and construed in accordance with the

Laws of the State of Israel, without regard to the conflict of laws rules thereof.

9. Consent to Jurisdiction

The Experience Provider irrevocably submits to the sole jurisdiction of the applicable courts

in Tel-Aviv, in any proceeding arising out of or relating to this Undertaking.

10. Severability

Any part of this Undertaking which is found to be invalid or unenforceable, shall not affect

the validity or enforceability of any other parts thereof. Such invalid or unenforceable part

shall be deemed severed from the Undertaking which shall be construed and enforced

without reference to such invalid or unenforceable part.

Where provisions of any applicable Law resulting in such invalidity or unenforceability

may be waived, they are hereby waived by the Supporting Entity to the full extent permitted

by applicable Law so that this Undertaking shall be deemed valid, binding and enforceable

in accordance with its terms.

11. Entry into Force and Validity

This Undertaking shall remain in force throughout the Tender Selection Stage, should the

Participant be deemed an Eligible Participant, and until all of the Participant’s obligations

for the HN LRT Project for which the Experience Provider demonstrated Experience have

been discharged in full, should the Participant be deemed the Successful Bidder and if

- 24 -


chosen by the Participant to assume responsibility in accordance with Section 3.3.7 of the

Invitation.

IN WITNESS WHEREOF, the Experience Provider has executed this Undertaking.

________________________ ________________________

Date

Stamp and Signature

I, ____________, the undersigned, hereby confirm that on ____________ [date],

____________[name], Israeli I.D. number / _______[country] Passport number ____________, who

is authorized to sign on behalf of ____________, and to commit it for purposes of the above stated

Pre-Qualification Form, for all purposes and intents, appeared before me, and after being cautioned

that he/she is required to state the truth, and that if he/she fails to do so he/she shall be liable to the

punishments prescribed by Law, signed this statement in my presence.

Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 25 -



CONFIRMATION OF MERGING COMPANIES

(Each Experience Provider relying on a Supporting Entity, in accordance with Section 9.11.3.4 of the

Invitation, shall complete this form and attach the documents listed in Section 2, below.)


I, __________, the undersigned, am making this affidavit on behalf of _______ (the Experience

Provider).

1. In demonstrating compliance with the Professional Pre-Qualification Requirements of

Section 4._ of the Invitation, the Experience Provider relied on the experience of

_____________ (the Supporting Entity), in accordance with the provisions of Section

9.11.3.4 of the Invitation:

☐ Following a Merger between the Experience Provider and the Supporting Entity, as

such term is defined under the Companies Law 1999, which was completed prior to the

Pre-Qualification Submission Date (“Merger”); or following the applicable

jurisdiction’s equivalent of a Merger between the foreign Experience Provider and a

foreign Supporting Entity, which was completed prior to the Pre-Qualification

Submission Date, as stipulated in Section 9.11.3.4 (a) of the Invitation.

☐ Following the acquisition of 100% of all Means of Control of the Supporting Entity

prior to the Pre-Qualification Submission Date (“Acquisition”), as stipulated in Section

9.11.3.4 (b) of the Invitation.

☐ Following the transfer of some or all assets of a Supporting Entity, or a business or a

division thereof, as part of a corporate reorganization, to the Experience Provider,

provided that (i) the Supporting Entity no longer holds any of the transferred assets,

business or division (as applicable), and (ii) the transfer was completed prior to the Pre-

Qualification Submission Date (“Transfer”) as stipulated in Section 9.11.3.4 (c) of the

Invitation.

2. Attached to Annex A hereto are (1) a confirmation by an Israeli lawyer / a formal

certificate of the applicable statutory authority under the laws of the applicable

jurisdiction, testifying to the date and results of the Merger/Acquisition/Transfer

between the Experience Provider and the Supporting Entity; and (2) a description of the

main features of the Merger/Acquisition/Transfer, issues by the Experience Provider’s

external auditor or legal advisor.






Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 26 -



1. A confirmation by an Israeli lawyer / a formal certificate of the applicable statutory authority

under the laws of the applicable jurisdiction, testifying to the date and results of the

Merger/Acquisition/Transfer between the Experience Provider and the Supporting Entity; and

2. A description of the main features of the Merger/Acquisition/Transfer, issues by the

Experience Provider’s external auditor or legal advisor.

- 27 -



SYSTEMS EXPERIENCE

(To be completed by each Entity demonstrating compliance with the Pre-Qualification Requirement

specified in Section 4.1 (Experience in the Design and Installation of Systems) of the Invitation)


I, _____________, the undersigned, am making this affidavit on behalf of _____________

(name of Experience Provider):

Project Details Rail Project (at least 3) [add additional columns as necessary]

“1” “2” “3” “4”

Name of project

Type of Rail Project

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail

Location of project (city

and country)

Description of Project

Experience as Lead

Contractor

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Role included Design of

Systems, as defined in

the Invitation

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Role included

Installation of Systems,

as defined in the

Invitation

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Systems Designed and

Installed:

Refer to all of the

following:

1. Power supply and

distribution

2. Overhead catenary

systems

3. Low voltage systems

including at least one of

- 28 -



the following, in each

case that supports the rail

operation:

a. Operational control

center; or

b. SCADA; or

b. Dedicated fiber optic /

radio / WiFi

communication network

Routes consisting of

Twin Track or greater

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Length of Project Route

(km)

Date of Commencement

of Commercial

Operation

[MM/YYYY]

Date of Delivery to

Client

[MM/YYYY]

Commercial Operation

of at least two

consecutive years since

Completion

☐Yes

☐No

☐Yes

☐No

☐Yes

☐No

☐Yes

☐No

Client Details and

Contact Person

Information

Executed by Supporting

Entity [refer to Pre-

Qualification Form

“17”]

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

________________________ ________________________ Date Stamp and Signature

- 29 -








Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 30 -



SIGNALING EXPERIENCE


specified in Section 4.2 (Experience in the Design and Installation of Signaling Systems) of the Invitation)





“1” “2” “3” “4”

Name of project


☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail


and country)

Description of project

Experience as Lead

Contractor

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Role Included Design of

Signaling Systems

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Role Included

Installation of Signaling

Systems

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Including Signaling

Subsystems: ☐ LOSD

☐ ATP

☐ Other: _____

☐ LOSD

☐ ATP

☐ Other: _____

☐ LOSD

☐ ATP

☐ Other: _____

☐ LOSD

☐ ATP

☐ Other: _____



☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Length of consecutive

Route (km)


of Commercial

- 31 -



Operation

[MM/YYYY]

Date of Delivery to

Client

[MM/YYYY]


of at least two


Completion

☐Yes

☐No

☐Yes

☐No

☐Yes

☐No

☐Yes

☐No

Client Details and

Contact Person

Information



Qualification Form

“17”]

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

________________________ ________________________








Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 32 -



TRACK EXPERIENCE


specified in Section 4.3 (Experience in the Design and Construction of Track-Way) of the Invitation)





“1” “2” “3” “4”

Name of project

Type of Rail project

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail

☐ LRT

☐ Metro

☐ Heavy Rail


and country)


Experience as Lead

Contractor

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Role included Design of

Track

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Role included

Construction of Track

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Type of Track ☐ double

☐single

☐ double

☐single

☐ double

☐single

☐ double

☐single

Length of Consecutive

Track-Way (km) *

Length of Ballastless

Track-way (km) *


of Commercial

Operation [MM/YYYY]

Date of Delivery to

Client

- 33 -



[MM/YYYY]


of at least two


Completion

☐Yes

☐No

☐Yes

☐No

☐Yes

☐No

☐Yes

☐No

Client Details and

Contact Person

Information


Entity [see Pre-

Qualification Form

“17”]

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

* If double track, please indicate the track-way length of one track. If single track, please indicate 100% of the

track-way length. However, note that for the purpose of the PQ Threshold, only 50% of length will be

considered.

________________________ ________________________







Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 34 -



ROLLING STOCK EXPERIENCE


specified in Section 4.4 (Rolling Stock Experience) of the Invitation)

(Capitalized terms shall have the meaning ascribed to them in the Invitation) I, _____________, the undersigned, am making this affidavit on behalf of _____________

(name of the Experience Provider):

Project Details Project (no minimum number of Projects) [add additional columns as

necessary]

“1” “2” “3” “4”

Name of project



and country)

Total Number of

Vehicles Manufactured

for this Project

Number of Low Floor

or Partial Low Floor

LRT Vehicles (as such

are defined in the

Invitation)

Date of Delivery to

Client [MM/YYYY]


of Commercial

Operation [MM/YYYY]


for at least two

consecutive years

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Client Details and

Contact Person

Information



Qualification Form

“17”]

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

- 35 -


I hereby declare, in accordance with Section 4.4.1 of the Invitation, that ______________ (name of the

Experience Provider) will be capable of executing the Design and manufacture of the rolling stock

in compliance with all the Applicable EU Standards, should the Participant be awarded the HN LRT

Project.

________________________ ________________________

Date

Stamp and Signature







Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 36 -



PROJECT EXECUTION, MANAGEMENT AND ORGANIZATION

EXPERIENCE


specified in Section 4.5 (Project Execution, Management and Organization Experience) of the Invitation)




Project Details Infrastructure Project (at least 2) [add additional columns as necessary]

“1” “2” “3” “4”

Name of project

Type of Infrastructure

Project

(please refer to such

definition within the

Invitation)

Role included

Execution, Management

and Organization of the

Project

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Contract Value (in

NIS)*

Currency Exchange

Rate

Contract Value (in

original currency)

[name the currency]


and country)

Experience as Lead

Contractor

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No


of Commercial

Operation [MM/YYYY]

Date of Delivery to

Client [MM/YYYY]

- 37 -


Project Details Infrastructure Project (at least 2) [add additional columns as necessary]

Client Details and

Contact Person

Information



Qualification Form

“17”]

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

* Currency conversion (to the extent required) shall be made in accordance with the provisions of

Section 6.3 (Currency Conversion) of the Invitation.

________________________ ________________________



____________[name], Israeli I.D. number / _______[country] Passport number

____________, who is authorized to sign on behalf of ____________, and to commit it for

purposes of the above stated Pre-Qualification Form, for all purposes and intents, appeared

before me, and after being cautioned that he/she is required to state the truth, and that if he/she

fails to do so he/she shall be liable to the punishments prescribed by Law, signed this

statement in my presence.

Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 38 -



MAINTENANCE EXPERIENCE


specified in Section 4.6 (Maintenance Experience) of the Invitation)




Project Details Project (no more than 3)

“1” “2” “3”

Name of project


☐ LRT

☐ Metro

☐ LRT

☐ Metro

☐ LRT

☐ Metro


and country)


Experience as Lead

Contractor

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No



☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No


of Maintenance Services

[MM/YYYY]

Number of consecutive

years of Maintenance

since Commencement

Date indicated above

Total Length Project

Route (km)

Role included

Maintenance of:

☐ Track-Way

☐ Systems

☐ Vehicles

(number:__)

☐ Track-Way

☐ Systems

☐Vehicles

(number:__)

☐ Track-Way

☐ Systems

☐Vehicles

(number:__)

- 39 -


Project Details Project (no more than 3)

☐ Depot ☐ Depot ☐ Depot

Client Details and

Contact Person

Information



Qualification Form

“17”]

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

________________________ ________________________








Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 40 -



OPERATING EXPERIENCE


specified in Section 4.7 (Operation Experience) of the Invitation)




Please indicate the chosen Alternative below:

☐ The Experience Provider will serve as the O&M Contractor for the HN LRT Project, should

the Participant be deemed the Successful Bidder (Alternative 1 in Section 4.7 of the Invitation).

☐ The Experience Provider will enter into a service agreement with a local Bus Operator who

will serve as the O&M Contractor for the HN LRT Project should the Participant be deemed the

Successful Bidder, and whose details and experience shall be listed in the Participant’s Bid

(Alternative 2 in Section 4.7 of the Invitation).

Project Details Project [add additional columns as necessary]

“1” “2” “3” “4”

Name of project


☐ LRT

☐ Metro

☐ LRT

☐ Metro

☐ LRT

☐ Metro

☐ LRT

☐ Metro


and country)


Experience as Lead

Contractor

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No


of Operation Services

[MM/YYYY]

Number of consecutive

years of Operation since

Commencement Date as

indicated above



☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Total Length of Service

- 41 -


________________________ ________________________








Name: ____________


Date: ____________

____________________

Attorney-at-Law

Line Route (km)

Operated project

included:

☐ at least 15 km

of Routes in

aggregate

☐ at least 20

Stops in

aggregate

☐ number of

Vehicles:_____

☐ LOSD

operation at At-

Grade (not

exclusively at

Depot)

☐ Ridership for

each 12-month

period: _______

☐ at least 15 km

of Routes in

aggregate

☐ at least 20

Stops in

aggregate

☐ number of

Vehicles:_____

☐ LOSD

operation at At-

Grade (not

exclusively at

Depot)

☐ Ridership for

each 12-month

period: _______

☐ at least 15 km

of Routes in

aggregate

☐ at least 20

Stops in

aggregate

☐ number of

Vehicles:_____

☐ LOSD

operation at At-

Grade (not

exclusively at

Depot)

☐ Ridership for

each 12-month

period: _______

☐ at least 15 km

of Routes in

aggregate

☐ at least 20

Stops in

aggregate

☐ number of

Vehicles:_____

☐ LOSD

operation at At-

Grade (not

exclusively at

Depot)

☐ Ridership for

each 12-month

period: _______

Client Details and

Contact Person

Information



Qualification Form

“17”]

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

☐Yes:________

☐No

- 42 -



FINANCIAL ROBUSTNESS

(To be completed by each Member (which is not a Financial Entity) or Guarantor (as applicable), each

on a separate Pre-Qualification Form)



(name of Member and/or Guarantor (as applicable)):

☐ (to be completed if this Pre-Qualification Form is submitted by a Member who is not a

Guarantor)

Name Anticipated Holdings

(“Total Anticipated

Holdings”)

Member: ___________________________________ ___%

☐ (to be completed if this Pre-Qualification Form is submitted by a Guarantor who is also a

Member)


Guarantor (in its

capacity as a

Member): __________________________________

___%

Member(s) relying

on the Guarantor:

__________________________________ ___%

__________________________________ ___%

__________________________________ ___%

Total Anticipated Holdings of the Guarantor and the Member(s)

relying on the Guarantor (“Total Anticipated Holdings”):

___%

☐ (to be completed if this Pre-Qualification Form is submitted by a Guarantor who is not a

Member)


Guarantor (which is

not a Member): __________________________________

Member(s) relying

on the Guarantor:

__________________________________ ___%

__________________________________ ___%

__________________________________ ___%

Total Anticipated Holdings of the Member(s) relying on the

Guarantor (“Total Anticipated Holdings”):

___%

- 43 -


To be completed by all:

1. Financial Data of _____________ (name of Member or Guarantor (as applicable)): (**)

1.1. Turnover

Year 𝑐 − 2 𝑐 − 1 𝑐

Turnover (TO) –

Original Currency

[name the currency]

Currency Exchange

Rate

Turnover (TO) – NIS

Member’s Weighted

Average Turnover

(NIS)

Member′s Weighted Average Turnover =3 ∗ 𝑇𝑂𝑐 + 2 ∗ 𝑇𝑂𝑐−1 + 1 ∗ 𝑇𝑂𝑐−2

6

𝑇𝑂𝑡 = Member (i)’s annual Turnover for year ”c”.

c = most recent annual Financial Statement, which is not earlier than 2019.

1.2. Operating Cash Flow

Year 𝑡 − 2 𝑡 − 1 𝑡

Operating Cash Flow (CF) –

Original Currency [name the

currency]

Currency Exchange Rate

Operating Cash Flow (CF) –

NIS

Weighted Average Operating

Cash Flow (NIS)

Weighted Average Operating Cash Flow =3 ∗ 𝐶𝐹𝑡 + 2 ∗ (𝐶𝐹𝑡−1) + 1 ∗ (𝐶𝐹𝑡−2)

6

𝐶𝐹𝑡 = Operating Cash Flow for year “t”.

t = the most recent Financial Statement, which is not earlier than 2019.

1.2.1. The undersigned’s Weighted Average Operating Cash Flow: [check

applicable]

- 44 -


☐ is not negative.

☐ is negative, and the ratio between:

(a) the absolute value of [check applicable] ☐ The undersigned’s

Weighted Average Operating Cash Flow or ☐ The undersigned’s

Operating Cash Flow based on its most recent annual Financial

Statements (not earlier than for the year 2019), and

(b) the undersigned’s equity based on its most recent annual Financial

Statements (not earlier than for the year 2019),

is less than 25%.

1.3. Minimal Equity

Year Most recent annual

Financial Statement

Equity (on the last day of the most recent annual Financial

Statements (not earlier than for the year 2019) – Original

Currency [name the currency]


Equity (on the last day of the most recent annual Financial

Statements (not earlier than for the year 2019) – NIS

☐ The Total Anticipated Holdings of the undersigned are _____%, and the

undersigned’s equity as stated above is not less than NIS 4 million for each one

percent (1%) of its Total Anticipated Holdings in the Participant.

(**) All data in this Pre-Qualification Form is to be presented in NIS, in accordance with

the provisions of Section 6.3 (Currency Conversion)of the Invitation.

2. Attached to this Pre-Qualification Form “14” are the Financial Statements of

_____________ for the years _____,_____,______ (to be completed as applicable).

________________________ ________________________








Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 45 -



FINANCIAL STATEMENTS

Each Member (which is not a Financial Entity) or Guarantor (as applicable) is to attach its three

(3) latest audited Financial Statements in accordance with Section 5.8 (Submission of Financial

Statements) of the Invitation.

Each other Participating Entity shall attach hereto their most recent audited Financial Statement.

- 46 -



PARTICIPANT'S WEIGHTED TURNOVER

(To be completed by the Participant)


I, _____________, the undersigned, am making this affidavit on behalf of _____________ (the

“Participant”):

Based on all Pre-Qualification Forms “14” submitted by each Member or Guarantor (as

applicable), the Participant’s Weighted Turnover is not lower than the Minimal Turnover

Required, as demonstrated below.

1. Minimal Turnover Required

The Minimal Turnover Required is _____________, calculated as the product of NIS 1,200

million multiplied by the Anticipated Holdings of all Members who are not Financial

Entities, as specified below:

Member who is not a

Financial Entity

Member’s Anticipated

Holdings

___%

___%

___%

___%

Anticipated Holdings of all Members

which are not Financial Entities ___%

- 47 -


2. Participant’s Weighted Turnover

The Participant’s Weighted Turnover is _____________, calculated as follows:

Member or

Guarantor (*)

A B

Product of A and

B

Member’s

Weighted

Average

Turnover

Total Anticipated

Holdings (**)

___%

___%

___%

___%

Participant’s

Weighted Turnover

(*) Member who is not a Financial Entity and whose Anticipated Holdings are 10% or more, or

Guarantor for such Member (as applicable) as demonstrated pursuant to Pre-Qualification

Form “14”.

(**) as demonstrated pursuant to Pre-Qualification Form “14” for the relevant Member or

Guarantor.

________________________ ________________________








Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 48 -


PRE-QUALIFICATION FORM “16” SECURING EXTERNAL FINANCE FOR AN INFRASTRUCTURE PROJECT

(To be completed by the Member or Guarantor (as applicable) demonstrating compliance with the

requirements of Section 5.4 (Securing External Financing for Infrastructure Projects) of the Invitation)



(name of Member or Guarantor (as applicable)):

Project Details Projects (at least 2) [add additional columns as necessary]

“1”* “2”* “3” “4”

Name of project

Description of Project:

Description of

Infrastructure Project

in accordance with the

definition of such term

in the Invitation


and country)

Amount of External

Financing (in NIS)*

Currency exchange rate

Amount of External

Financing (in original

currency) [specify]

Date on which the

financing agreement

was executed (signed)

[DD/MM/YYYY]

Date on which the first

drawdown, pursuant to

the financing

agreement, was made

[DD/MM/YYYY]

Limited Recourse Loan ☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

☐ Yes

☐ No

Arranger(s) of the

loan(s) (which are not

an Affiliated Entity of

- 49 -


Project Details Projects (at least 2) [add additional columns as necessary]

the Member)

Arranger(s) Details and

Contact Person

Information

The External Financing

was obtained by a Private

Investment Fund which

has the same General

Partner or Fund Manager

as the Member

demonstrating

compliance with the Pre-

Qualification

Requirement (which is

also a Private Investment

Fund)

☐ Yes: ______

☐ No

☐ Yes: ______

☐ No

☐ Yes: ______

☐ No

☐ Yes: ______

☐ No

The External Financing

was obtained by a

Supporting Entity SPV in

which the Member (or

Guarantor thereof) had

Effective Holdings of at

least twenty percent

(20%) of all Means of

Control

☐ Yes

-

Name:________

_

-Effective

Holdings:______

%

☐ No

☐ Yes

-

Name:________

_

-Effective

Holdings:______

%

☐ No

☐ Yes

-

Name:________

_

-Effective

Holdings:______

%

☐ No

☐ Yes

-

Name:________

_

-Effective

Holdings:______

%

☐ No

* Currency conversion (to the extent required) shall be made in accordance with the provisions of

Section 6.3 (Currency Conversion) of the Invitation.

________________________ ________________________








Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 50 -



NO GOING CONCERN

(To be completed by the CEO or CFO of each Participating Entity in accordance with Section 5.5 (No

Going Concern) of the Invitation)



(name of Participating Entity):

I confirm that the Participating Entity is not under any voluntary or involuntary bankruptcy

process (liquidation or reorganization), or receivership or commencement of a similar

insolvency proceeding, and that the Participating Entity’s most recent Financial Statement does

not include any going concern notice or an equivalent thereof under the applicable accounting

rules.

☐ The Participating Entity is a Member (which is not a Financial Entity) of the Participant and

has attached its three most recent Financial Statements Annex A of Pre-Qualification Form “14”

above.

☐ The Participating Entity is a Guarantor and has attached its three most recent Financial

Statements to Annex A of Pre-Qualification Form “14” above.

☐ The Participating Entity is not a Member of the Participant and has attached its most recent

Financial Statement to Annex A of Pre-Qualification Form “14” above.

☐ The Participating Entity is a Financial Entity and has attached its most recent Financial

Statement to Annex A of this Pre-Qualification Form “14” above.

________________________ ________________________



____________[name], Israeli I.D. number / _______[country] Passport number

____________, who is authorized to sign on behalf of ____________, and to commit it for

purposes of the above stated Pre-Qualification Form, for all purposes and intents, appeared

before me, and after being cautioned that he/she is required to state the truth, and that if he/she

fails to do so he/she shall be liable to the punishments prescribed by Law, signed this statement

in my presence.

Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 51 -



PRIVATE INVESTMENT FUND

(To be completed by the General Partner or Fund Manager of the Private Investment Fund, in accordance with the

provisions of Section 5.6.1 (Private Investment Fund) of the Invitation)


I, _____________, the undersigned, am making this affidavit on behalf of _____________, the

General Partner/Fund Manager of the Private Investment Fund, _____________:

The Assets Under Management, managed by the General Partner or Fund Manager of the Private

Investment Fund as of the last day of its most recent Financial Statements (not earlier than for the

year 2019) are: ______________________.*

Most recent Financial Statement

Assets Under Management – original currency

[name the currency]


Assets Under Management – NIS

* All data in this Pre-Qualification Form is to be presented in NIS, in accordance with the provisions

of Section 6.3 (Currency Conversion) of the Invitation.

In the event that the Private Investment Fund was incorporated in 2020, it shall submit its most recent

Financial Statement in order to demonstrate the above requirements with respect to Assets under

Management, even if said Financial Statement relates to only part of a year.

The undersigned hereby confirms that: (i) at least 60% of the Private Investment Fund’s capital, at any

given time, is provided by Institutional Investors; and (ii) at least 60% of the financial investments it

actually made, at any given time, were made by Institutional Investors; and (iii) its General Partner or

Fund Manager has successfully managed ___________ funds.**

**Please provide details as to the identity of the Entities which raised the applicable funds (including

the connection between such Entities and the General Partner/Fund Manager (to the extent

applicable):

__________________________________________________________________________________

__________________________________________________________________________________

__________________________________________________________________________________

Attached to Annex A hereto is a statement, signed by the General Partner/Fund Manager of the Private

Investment Fund, detailing the amount of Assets under Management managed by the General Partner

or Fund Manager under each of its funds which were accounted for in the total amount of Assets under

Management specified by the Member, in accordance with the provisions of Section 5.6.1 of the

Invitation.

Attached to Annex B hereto is an authenticated copy of the Private Investment Fund’s Partnership

Agreement, in accordance with the provisions of Section 3.5.8 of the Invitation.

Attached to Annex A of Pre-Qualification Form “14” above is the Private Investment Fund’s most

recent annual Financial Statement (not earlier than for the year 2019).

________________________ ________________________


- 52 -








Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 53 -



Each Member who is a Private Investment Fund shall attach a statement detailing the amount of

Assets under Management managed by the General Partner or Fund Manager under each of its

funds which were accounted for in the total amount of Assets under Management specified by

the Member. The statement shall be signed by its General Partner or Fund Manager.

- 54 -


PRE-QUALIFICATION FORM “18” - ANNEX B

Each Member who is a Private Investment Fund shall attach an authenticated copy of their

Partnership Agreement hereto.

- 55 -



INSTITUTIONAL INVESTORS

(To be completed by each Member who is an Institutional Investor on a separate Pre-Qualification Form,

in accordance with the provisions of Section 5.6.2 (Institutional Investors) of the Invitation)



(name of Institutional Investor):

A. Anticipated Holdings in the Participant

___________ (name of Institutional Investor) will hold ___% of Anticipated Holdings in the

Participant, _________________.

B. Financial Data of _______________ (name of Institutional Investor): *

1. Equity

Year t

Equity (excluding minimal equity required by law, to the extent

relevant) – Original Currency [name the currency]


Equity (excluding minimal equity required by law, to the extent

relevant) – NIS

The Institutional Investor’s Equity is equivalent to not less than NIS four million (4,000,000)

for each one percent (1%) of its Anticipated Holdings in the Participant, as stipulated in Section

A above.*

2. Assets Managed

Year t

Managed assets– Original Currency [name the currency]


Managed assets– NIS

The total net worth of the assets that the Institutional Investor manages is equivalent to not less

than NIS one hundred and twenty five million (125,000,000) for each one percent (1%) of its

Anticipated Holdings in the Participant, as stipulated in Section A, above.*

t = the year of the most recent annual Financial Statement (not earlier than for the year 2019)

* The data in this Pre-Qualification Form that is presented in NIS, should be calculated in

accordance with the provisions of Section 6.3 (Currency Conversion) of the Invitation.

Attached to Annex A of Pre-Qualification Form “14” above is the Institutional Investor’s most

recent annual Financial Statement (not earlier than for the year 2019).

- 56 -


_____________________ ________________________

Date

Stamp and Signature







Name: ____________


Date: ____________

____________________

Attorney-at-Law

- 57 -



INVESTMENT ENTITIES

(To be completed by each Member who is an Investment Entity on a separate Pre-Qualification Form, in

accordance with the provisions of Section 5.6.3 (Investment Entities) of the Invitation)



(name of Investment Entity):

A. Anticipated Holdings in the Participant

___________ (name of Investment Entity) will hold ___% of Anticipated Holdings in the

Participant, _________________.

B. Equity

Most recent annual

Financial

Statement

Equity (based on the most recent annual Financial Statements (not earlier

than for the year 2019) - Original Currency [name the currency]

Currency exchange rate*

Equity (based on the most recent annual Financial Statements (not earlier

than for the year 2019) - NIS

The Investment Entity’s Equity is equivalent to not less than NIS twelve million (12,000,000) for each

one percent (1%) of its Anticipated Holdings in the Participant, as stipulated in Section A, above.

C. Investments in Infrastructure Projects or companies / initiatives in the infrastructure

sector

Investment Details Infrastructure Project / Company / Initiative (at least 2) [add additional

columns as necessary]

“1” “2” “3” “4”

Name of Infrastructure

Project/ company/

initiative

Description of Infrastructure Project / Company / Initiative:

Type of Infrastructure

Project (if applicable) as

defined within the

Invitation

- 58 -


Investment Details Infrastructure Project / Company / Initiative (at least 2) [add additional

columns as necessary]

Type of company/

initiative (as applicable)

and description thereof

Amount of investment

(in NIS)*


Amount of investment

(in original currency)

[name the currency]

Date on which the

investment was

executed (signed)

[MM/YYYY]

Client Details and

Contact Person

Information

* All data in this Pre-Qualification Form is to be presented in NIS, in accordance with the provisions

of Section 6.3 (Currency Conversion) of the Invitation.

Attached to Annex A of Pre-Qualification Form “14”, above, is the Investment Entity’s most recent

annual Financial Statement (not earlier than for the year 2019).

_____________________ ________________________

Date

Stamp and Signature







Name: ____________


Date: ____________

____________________

Attorney-at-Law