N o f I T North of Israel Tram PQ Conference September 7th, 2020 - - PowerPoint PPT Presentation

Haifa - Nazareth LRT line

“ N o f I T ”

North of Israel Tram

PQ Conference

September 7th, 2020

• 1. Trans Israel - who we are
• 2. Project Presentation
• Infmuential parameters
• The Project's Scope
• Procurement approach
• General time-frame
• 3. PQ Tender issues
• Professional Requirements
• Financial Requirements

Agenda

Introduction

The information presented today, including in this

presentation, is not exhausuive and only partially conveys the PQ information. Participants are encouraged to raise any query by way of Requesus for Clarifjcation according to the insuructions

• f the Invitation.

In the event of any discrepancy between the presentation and the Invitation or the Tender Documents, the provisions

• f the Invitation and Tender Documents shall prevail.

Who we are

Presented by: Mr Dan Shenbach CEO, TRI

TransIsrael Ltd. is a government company esuablished in 1993. Its initial task was to promote the consuruction of the Cross-Israel Highway – Highway 6, the largesu highway across the suate of Israel, as a PPP project. This highly complex project was recognized and awarded accolades for its innovative solutions. After successfully procuring and implementing Highway 6 as a BOT project and the fjrsu toll road operated in Israel, the Government of Israel extended the authority

• f TRI to supervise additional transportation infrasuructure projects, and as the

implementing authority supervising the operation and maintenance of all Toll Roads. Highway 6 continues to be developed and extended. The northern sections have recently become operational as additional toll roads. Today we serve as a leading government company for building complex national infrasuructure initiatives and projects in 4 areas across the country: Roads (new and upgrading of roads, interchanges and bridges) Toll Roads (PPP projects and supervision of the operation and maintenance of all Toll Roads currently operating in Israel) Trains (LRT) Public Transport and Mass Transit (dedicated fasu lane operating as a toll lane and parking lots for public using the shuttle service to the Center of Tel-Aviv)

Who we are

TransIsrael – the scope

TRI

Trains/LRT

PPP

Concessions

Mass

transportation

Highways

"NofIT" PROJECT

Presented by: Mr Alex Gurevich TRI, Head of Control & Integration Department

Project Geography

• f Virgin Mary, and where angel Gabriel

• f God, Jesus – an event known as the

North of Israel

Haifa-Nazareth LRT –

Main Population Areas

• f 310,000

Future development plans

Kiryat Ata:

Shefar'am:

Nof Hagalil:

Nazareth:

Bir Al-Maksur:

Haifa:

• "Innovation Bay" - large scale

• Development of Haifa airport.

* According to the current forecasus and esuimates

Employment in the same area will increase by 60% at that time About 2.2% per year By 2040, the Haifa metropolitan population will grow by 40%. About 1.5% per year

The Solution

Easy and fasu direct travel Reducing road congesuion Development of the Northern Region

Modern, reliable and environmentally friendly transportation

The Project Route

Interurban Segment

• Approx. 29 km

9 Stations 11 Stations Urban Segment

• Approx. 12 km

Facts & Figures

Route Length 41 km Stations 19 Maximum Headway 4-15 minutes Demand Forecast 100K passengers/day Estimated Travel Time 50 minutes Maximum Speed 100 km/h Bridges & roadway structures 30 Authorities & Municipalities number Above 50 Rolling Stock Fleet 32 Depo & OCC 3 stabling points Pollution Level 0% Power Traction Electrical

• apx. 20

4-10 Municipalitjes 10 30-40 and 2-3 stabling points

• appx. 50 minutes

up to 100 km/h Low Depot, Control Center

* The data is an esuimation only, which will be updated according to the design towards the PPT tender

The Haifa-Nazareth Light Railway Line project is a key surategic national mega project spearheaded by Trans Israel. It was announced by the government as a national infrasuructure project and granted suatutory approval (National Infrasuructure Plan 56) Aligned with the governmental policy of Promoting public transportation in Israel Strengthening the peripheral areas by connecting them to metropolitan centers Invesument in developing Israel's northern region and developing the Galilee Making employment centers accessible and suimulating economic growth

Situated in growing and developing region Single line (vs. complex network) A project of great fjnancial and technological scope, involving a variety of unique engineering works

LRT Haifa – Nazareth Project’s attractiveness

High Level procurement surategy and allocation

• f SOW between the public and private sectors

On Augusu 11, 2016, the Government of Israel issued Decision No 1838, a multi-year invesument plan for the development of public transportation in metropolitan areas, including the development of a mass transportation sysuem in the Haifa metropolitan area which will include a light railway line (Tram-Train) between Nazareth and Haifa

According to the Government decision the project’s procurement surategy and SOW will be allocated between the Public and Private sectors as detailed below: Public Sector Works (Turn key)

Phase A Works – Infra 1 works

include detailed design, civil engineering and ancillary works, land acquisition and expropriation, utilities coordination and relocation and all related works

Private Sector Works (PPP)

Phase B Works – Infra 2 works

include all works not included under Infra 1 works: insuallation of LRT sysuems, consuruction of tracks , procurement of rolling suock, commercial operations and maintenance of the project

Infra 1/Infra 2 split, Project Status

Presented by: Mr Koby Rosenberg PMC

Infra 1/Infra 2 split – At grade typical section

Main Infra 1 Works : Earthworks Soil Replacement – 1.0 m Utilities relocations Structural Elements Drainage Outlets All Highways Works Main Infra 2 Works : Sub-Base Layers Track bed Super-Structure Track Bed Drainage Multi-Tubular Catenary Signalling Infra 1 Infra 1 Infra 2 Infra 2

Infra 1/Infra 2 split – Typical viaducts

Main Infra 1 Works : Earthworks Utilities relocations Structural (foundations, piles, deck) Drainage Outlets Multi-Tubular OCS Foundations Main Infra 2 Works : Sub-Base Layers Track Track Drainage OCS poles Signalling

Main suatutory Status

NIP 56 (TATAL 56): The overall planned route has been approved as part of the National Infrasuructure NIP 56 PHP 1025 (TAMAL 1025): Along 781 urban route, in “Kiryat Ata North” has been approved. NIP 56B (TATAL 56B): A Statutory plan for multiplication of the Coasual ISR Line has been submitted and is being reviewed.

The project suatus

PMC: Dana-Idom

Section Managers (Infra 1):

Hapat, Etgar Eng., Epsuein, iStern

Designer: Ineco-Yenon LRT Advisor: WSP SISA: Ricardo Expropriations Utilities coordination & relocation Infra 1 early works Infra 1 Frame tenders PQ Publication Design for PPP tender Stakeholders nomination Land Availability & Infra 1 works PPP Tender

Expected Schedule

30/9/2020

Requesu for clarifjcation

2

Q4/2020

PQ Submission

3

Q1/2021

PQ Short Lisu

4

Q2/2020

Publication

• f invitation

1



Q2/2021

RFP PPP Tender

5

Q2/2022

Successful bidder nomination

6

PQ Tender issues

Professional Requirements

Presented by: Ms Galia Scherf Shmuel Adv., SVSM

Prequalifjcation Process - Compliance with PQ Requirements Announcement of Eligible Participants Tender Selection Stage – Technical and Financial Proposals Successful Bidder

Tender Process

Pass/Fail Formation of a Single Purpose Company

Participant Single Entity Each Member is a single Entity committed to Anticipated Holdings Group of up to 5 Members

May include Financial Entities as Members:

• 1. Private Invesument Funds
• 2. Insuitutional Invesuors
• 3. Invesument Entity

1. Design and Insuallation of Sysuems 2. Design and Insuallation of Signaling Sysuems 3. Design and Consuruction of Track-Way 4. Rolling Stock 5. Project Execution, Management and Organization

• 6. Maintenance
• 7. Operation

Professional PQ Requirements:

Design and Insuallation of Sysuems

Lead Contractor (responsible for the execution of the works, material, labor, equipment and services, management and coordination, including by subcontractor and sub-suppliers) Completion [1] during period commencing 1/1/2008 until Submission Date Design [2] and Insuallation [3]

Sysuems

Power supply and disuribution Overhead catenary Low voltage sysuems

At leasu 3 Rail Projects (LRT/Metro/Heavy Rail)

Minimum length and accumulative length requirements for twin track or greater

At leasu 2 Rail Projects have been Commercially Operating [4] for 2 consecutive years

• 1. The delivery of the referenced project to the client, or the commencement of its operation in accordance with its intended use.
• 2. The execution of any suages of the design process which culminate with the lasu phase of the design process and include all elements

necessary for the execution of a referenced project, without the need for any additional suudies or further development of the design.

• 3. Procurement, supply, integration, insuallation, tesuing, commissioning and Completion.
• 4. A Rail Project which is operational, providing transportation services to members of the public.

Design and Insuallation of Signaling Sysuems

Lead Contractor Completion during period commencing 1/1/2008 until Submission Date Design and Insuallation Electronic signaling sysuems

At leasu 3 Rail Projects (LRT/Metro/Heavy Rail) Minimum length and accumulative length requirements

Line of Sight Driving [1] Automatic Train Protection [2] At leasu 2 Rail Projects have been Commercially Operating for 2 consecutive years

• 1. A driving mode where the driver is in control of the vehicle and is able to suop the train within his sighting disuance.
• 2. A sysuem that monitors the speed of a train relative to the permitted speed at any given location, which can automatically warn the

driver and apply the train brakes when excess speed is detected.

Design and Consuruction of Track-Way

Lead Contractor Completion during period commencing 1/1/2008 until Submission Date Design and consuruction Track-Way [1]

At leasu 3 Rail Projects (LRT/Metro/Heavy Rail) Minimum length and accumulative length requirements Minimum requirement for ballasu-less Minimum double track requirements

At leasu 2 Rail Projects have been Commercially Operating for 2 consecutive years

• 1. A fjxed track sysuem which provides support and guidance for rail vehicles carried on fmanged wheels.

Rolling Stock Experience

Manufacturer

Delivery of at leasu 150 Vehicles during period commencing 1/1/2005 until Submission Date

Vehicles [1] have been Commercially Operating for 2 consecutive years

At leasu 30 LRT Vehicles with Low or Partial Low Floor [2] Declaration of capability of compliance with EU Standards in the HN LRT Project

• 1. Self-propelled light rail or metro passenger cars with a minimum length of twenty-fjve (25) meters and a minimum capacity of thirty (30)

seats and one hundred and fjfty (150) suanding passengers.

• 2. A Light Rail Vehicle that provides complete suep-free access to the suop platform at a nominal height of no more than 350mm above rail

level and in which the interior of the vehicle is either accessed without any sueps or is at leasu partly accessed without any suep.

Project Execution, Management and Organization

Lead Contractor Completion during period commencing 1/1/2008 until Submission Date At leasu 2 Infrasuructure Projects [1] Minimum Contract Value [2] of NIS 750 million Aggregate Contract Value of at leasu NIS 2 billion

• 1. A project for the Design and consuruction of a large-scale infrasuructure project, including any of the following: a Rail project, a highway

project, a desalination facility, a tunnel, a hospital, a power generation facility, a port, an airport, any other transportation sysuem; or any

• ther project having received pre-approval from the Tender Committee as consuituting such within the framework of an Addendum follow a

Requesu for Clarifjcation from the Candidate.

• 2. The total amount of all payments which were paid to the Entity which executed the referenced contract, pursuant to that specifjc

referenced contract, excluding VAT, indexation and interesu. Clarifjcation: The Experience Provider may rely upon a Completed section of an Infrasuructure Project, which section in itself complies with the requirements of an Infrasuructure Project and which section Contract Value is at leasu NIS 750 million.

Maintenance Experience

Lead Contractor At leasu 5 consecutive years commencing 1/1/2015 Up to 3 LRT or Metro Projects Minimum length and accumulative length requirements for twin track or greater Maintenance of Track-Way and Sysuems At leasu one project includes Maintenance [1] of at leasu 20 Vehicles At leasu 30 Vehicles in the aggregate At leasu 1 Depot [2]

• 1. To maintain an asset in a specifjc condition, by preventative, repair and replacement measures, so that it is able to perform a specifjc

service in accordance with its intended use.

• 2. A facility for light and heavy maintenance, washing plant and suabling facilities for Rail Project vehicles (in one location or in several

separate locations).

Operation Experience

Lead Contractor (responsible for the execution of the works, material, labor, equipment and services, management and coordination, including by subcontractor and sub-suppliers) At leasu 5 consecutive years commencing 1/1/2015 At leasu 1 LRT or Metro Project consisuing of at leasu 15 km. or at leasu 20 Stops [1] At leasu 1 LRT or Metro Project includes operation of at leasu 30 Vehicles At leasu one at grade section with LOSD Minimum aggregate ridership requirements

Operation Experience Provider has 2 alternatives in the HN LRT Project:

• 1. Serve as the O&M Contractor
• 2. Bus Operator shall serve as the O&M Contractor and Experience Provider shall enter into service agreement with Bus Operator.

Alternative shall be chosen in the Tender Selection Stage.

• 1. The points along an LRT or Metro Route (at grade or underground), with a dedicated platform for passengers to board and alight from

vehicles, and all necessary facilities and suructures, including the relevant sub-sysuems. For the avoidance of doubt: (a) a pole or a sign shall not be considered a “Stop” for the purpose of this defjnition; and (b) multiple platforms located at the same location (such as parallel platforms), will be counted as a single “Stop”.

Not required to be a Member Responsible for the execution of the applicable part of the Works jointly and severally with the Participant 1 or 2 Experience Providers in PQ Stage (except in Rolling Stock Experience) May rely on the experience of a Supporting Entity

Experience Provider

SPV Experience Provider musu have had at leasu 24% Efgective Holdings in SPV All SPV Entities jointly and severely responsible for the works Subsidiary (various compositions) Not required to be responsible for the execution of the applicable part of the Works

Supporting Entity

Declarations within PQ Forms Tender Committee may rely on further information requesued from the Candidate or any 3rd party Additional information may be by way of presentations, declarations, project documents, employer’s certifjcation, etc.

Form of Submission

Advisors to the Tender Committee - Avoidance of a Confmict of Interesus

Lisu of TRI Advisors published with Invitation Lisu of entities. If individuals are lisued – prohibition applies only to these individuals, including if employed by other entities. If no individuals are lisued – prohibition applies to any and all employees

• f the lisued entity

Prohibited from advising a Participant of the HN LRT Project or other TRI projects without permission

• f the Tender Committee

Submission of requesus by deadline for submission of RFCs Notifjcation of prior, current or future known engagements, including of Participants’ Affjliated Entities[1] The obligations of the Participants do not derogate from the obligations of TRI Advisors themselves under their own engagements with TRI, in respect of avoiding any confmict of interesu

In respect of a particular Entity (“Entity X”), an incorporated Entity which exercises Control over Entity X, or is under common corporate Control with Entity X, or is Controlled by Entity X.

PQ Tender issues

Financial Requirements

Presented by: Mr Barak Kirschner Financial Advisor, BLK

Participant’s Weighted Turnover Weighted Average Operating Cash Flow Reporting according to an approved accounting suandard

Securing Finance for an

Infrasuructure Project Minimal Equity Requirement No Going Concern

Private Invesument Fund Insuitutional Invesuors Invesument Entities

The requirements of the fjnancial threshold are divided as follows: The Participant

Member which is not

a Financial Entity Member which is a Financial Entity Additional requirements

Financial Pre-Qualifjcation Requirements – Financial Threshold Requirements

Participant’s Weighted Turnover

Minimal Turnover Required (in NIS) Participant's Composition 1,200 million None of the Members of the Participant are Financial Entities 1,200 million multiplied by the Anticipated Holdings of all Members which are not Financial Entities One or more of the Members of the Participant is a Financial Entity

Participant’s Weighted Turnover

"Participant’s Weighted Turnover"= ATOiXHSi

∑

ATOi=Member (i)’s Weighted Average Turnover HSi = the Anticipated Holdings of Member (i) in the Participant

n= the number of Members in the Participant

Turnover 3 Latesu Financial Statements

Member’s Weighted Average Turnover

ATOi = 3XTOc + 2XTOc-1 + 1XTOc-2 6

TOc=Member (i)’s annual turnover for year "c“ c =

mosu recent annual Financial Statement, which is not earlier than 2019

For: (i) any Member in the Participant which is a Financial Entity; and (ii) any Member in the Participant whose Anticipated Holdings in the Participant are lower than 10% – the Member’s Weighted Average Turnover shall be deemed as Zero (0)

Weighted Average Operating Cash Flow (1)

CFt = Operating Cash Flow for year "t" t =

the mosu recent Financial Statement, which is not earlier than 2019

Cash Flow from Operating Activities 3 Latesu Financial Statements Weighted Average Operating Cash Flow Positive or equal to zero Weighted Average Operating Cash Flow

3XCFt + 2XCFt-1 + 1XCFt-2 6

=

Weighted Average Operating Cash Flow (2)

ABS [ ]/E<25% 3XCFt + 2XCFt-1 + 1XCFt-2 6 ABS [CFt ]/E<25%

CFt = the Operating Cash Flow of year "t" E =

the equity of said Member on the lasu day of its mosu recent annual Financial Statement, which is not earlier than 2019

t =

the mosu recent annual Financial Statement, which is not earlier than 2019

OR

Minimal Equity Requirement

Equity

Mosu recent annual Financial Statement, which is not earlier than 2019

Minimal Equity Requirement

NIS four (4) million, for each one percent (1%)

• f its Anticipated Holdings in the Participant

Securing Finance for an Infrasuructure Project

At leasu one of its Members (or Guarantor thereof) was party to External Financing agreements which were executed (signed) no earlier than 1 January 2010, for at leasu two (2) Infrasuructure Projects, and that at leasu the fjrsu drawdown of External Financing funds for each referenced project was executed before the Pre- Qualifjcation Submission Date. The amount of External Financing for each referenced project shall not be less than NIS 750 Million A Member (or Guarantor thereof) may demonsurate compliance with the requirements of this Section 5.4 by relying on the experience of a Supporting Entity which is an SPV, if the Member (or Guarantor thereof) had Efgective Holdings of twenty percent (20%) or more of all Means of Control in the SPV.

Participant is required to demonsurate

Private Invesument Fund

*Assets under Management **Lasu day of the mosu recent Financial Statements Assets under Management At leasu NIS 1,000 million

**

Mosu recent annual Financial Statement, which is not earlier than 2019.

In the event that the Private Invesument Fund was incorporated in 2020, it shall submit its mosu recent Financial Statement in order to demonsurate the above requirements with respect to Assets under Management, even if said Financial Statement relates to only part of a year. * For the avoidance of doubt, in the event that Assets under Management were transferred between funds managed by the same General Partner or Fund Manager, such Assets under Management may only be presented and counted once

Submission of suatement signed by its General Partner

• r Fund Manager, detailing

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

1. 2.

Insuitutional Invesuors

assets under management Equity

At leasu NIS 125 million for each one percent (1%) of its Anticipated Holdings in the Participant At leasu NIS 4 million for each one percent (1%) of its Anticipated Holdings in the Participant

1. 2.

Mosu recent annual Financial Statement, which is not earlier than 2019

Invesument Entities

Equity

no less than NIS 12 million for each

• ne percent (1%) of

Anticipated Holdings in the Participant

1.

Mosu recent annual Financial Statement, which is not earlier than 2019

As of the Pre-Qualifjcation Submission Date, it has made invesuments in Infrasuructure Projects or in companies/initiatives in the infrasuructure sector in an amount which is not less than NIS 250 million.

2.

No Going Concern

Each Participating Entity (Member, Guarantor and Experience Provider) shall demonsurate that it is not under any voluntary or involuntary bankruptcy process (liquidation or reorganization), or receivership, or commencement of a similar insolvency proceedings, and its mosu recent Financial Statement, which is not earlier than 2019, does not include any Going Concern notice

Accounting Standards

International Financial Reporting Standards (IFRS) US GAAP (published by the FASB) Chinese ASBE Japanese GAAP South Korea K-IFRs French GAAP UK GAAP Ind AS 101 Standard Israeli GAAP China Accounting Standards (CAS) Hong Kong FRS Germany IFAD GAAP Ausuralian GAAP

Reliance on a Guarantor

Each Member which is not a Financial Entity, may demonsurate compliance with the Financial Pre- Qualifjcation Requirements by relying on a Guarantor, provided that the Guarantor itself complies with all Financial Pre-Qualifjcation Requirements, and provided that both the Member and its Guarantor comply with the requirements under Section 3.5 (Participation – General Requirements) above For the purpose of determining a Guarantor’s compliance with all Financial Pre-Qualifjcation Requirements in the event that the Guarantor is also a Member of the Participant, the Anticipated Holdings of such Guarantor in the Participant will be deemed to include all Anticipated Holdings of the Member(s) seeking to rely on such Guarant A Member which is a Private Invesument Fund may demonsurate compliance with the Financial Pre- Qualifjcation Requirements specifjed in Section 5.4 (Securing Finance for an Infrasuructure Project) by presenting and relying on referenced Infrasuructure Projects in which the External Financing was

• btained by a difgerent Private Invesument Fund, provided that both the Member and the Private

Invesument Fund which obtained the External Financing for the referenced Infrasuructure Projects have the same General Partner or Fund Manager “Guarantor” shall mean a Member (which acts as a Guarantor for another Member); or an Entity which Controls a Member

You’re welcome to join us!

Please submit your quesuions by way of Requesus for Clarifjcation according to the insuructions of the Invitation

PQ Site:יhttp:/

/lrt.transisrael.co.il