new re: invitation for pre-qualification to participate in a tender for … no... · 2019. 1....

1 L/566005/2090/7202439/2

Date: 3.1.2019

To:

All Participants

Re: Invitation for Pre-Qualification To Participate In A Tender for the

Submission of Bids to Purchase the Alon Tavor Production Site –

Addendum No. 3

Pursuant to the provisions of Section 4.8 (Addenda) of the Invitation for Pre-

Qualification, Participants are hereby informed of the following Clarifications and

Addenda to the Invitation for Pre-Qualification.

The attention of the Participants is drawn to the updated Invitation for Pre-

Qualification, including its Appendices and Pre-Qualification Forms, which were

published on the Company's website and include the amendments referenced herein

below, as well as certain additional amendments.

The Pre-Qualification Documents are published in two versions – clean updated

version and a version with revisions.

As set forth in Section 4.7.5 of the Invitation for Pre-Qualification, you are kindly

requested to acknowledge receipt of this Addendum, no later than 3 (three) working

days following receipt thereof, by a written notice to the Tender Committee, in the

format attached at the bottom of this Addendum.

Sincerely,

Amir Livne, VP

Head of strategy and restructure process

Israel Electric Co.

CC: Members of the Tender Committee

I.E.C Ltd. – Barak Project 2

ANNEX 1 – CLARIFICATIONS AND ADDENDA

No. Reference Request for Clarification Tender Committees' Response

1. Section 3.6 of the

Invitation for

Pre-Qualification

We repeat our request dates December 11, 2018:

The Committee is respectfully requested to postpone the Pre-

Qualification Submission Date (and accordingly, the final date for

the submission of Requests for Clarification with respect to this

Invitation) by two (2) months, as some of the Participants,

Members, and/or Major Subcontractors are foreign entities, who

will not be available before and on the Pre-Qualification

Submission Date due to the upcoming holidays.

The Tender Committee rejects the request.

2. Section 3.6 of

the Invitation for

Pre-Qualification

As you are aware, the time periods stipulated in Section 3.6.1 are

shorter than those usually provided for in Pre-Qualification

Procedures such as the one in reference.

In addition, the period until the Pre-Qualification Submission Date

include many days which are not business days abroad due to

Christmas and the New-Year, during which many of the key

personal of foreign Entities (which are required for the

submission), are unavailable.

In light of the foregoing, the Tender Committee is kindly

requested to postpone the final date for the submission of Requests

of Clarification and the Pre-Qualification Submission Date by a

month (each).


3. Section 4.9.3 of

the Invitation for

Pre-Qualification

The advisors to the Tender Committee listed in Appendix 4 to the

Invitation, are reputable advisors who advise on a regular basis to

many of the players in the Israeli energy and infrastructure sectors.

The Tender Committee so confirms.



Therefore, please confirm that for the purpose of Section 4.9.3 to

the Invitation, the term "connection" shall refer only to an

engagement for the purposes of the Pre-Qualification Procedure.

4. Section 4.9.3 of

the Invitation for

Pre-Qualification

Initiated clarification of the Tender Committee. The Tender Committee hereby informs the

Participants that its Advisors, Goren Capital

Group Ltd., Tasc Consulting & Capital, S.

Horowitz & Co. and Herzog Fox & Neeman Law

Office, variously represent and/or provide advice

on an ongoing basis to some of the Entities which

approached the Tender Committee with Requests

for Clarification.

5. Section 5.1.1 of

the Invitation for

Pre-Qualification

The Participant requests to delete the requirement that the JV will

be composed at the very most of four members.

We see no reason to limit the number of participants only to 4

(four) entities. Allowing more flexibility in the composition of the

JV will enable to strengthen the JV.



Invitation for

Pre-Qualification

According to Section 5.2.1, the SPV is required to be formed as a

new company. However, both Sections 5.2.1 and 5.2.2 refer to the

incorporation of a "single-purpose corporation". In addition, an

Israeli Eligible Participant that is not a Group ("Single

Participant"), will not be required to form an SPV as a pre-

condition for submitting a bid – meaning that a Single Participant

formed as a partnership may bid in the Tender Stage. Therefore,

please confirm that the SPV can be formed as a partnership

recognized by the Israeli law.

The Tender Committee so confirms and hereby

clarifies that the SPV can be formed as a company

or as a registered partnership, which is

incorporated under the Laws of Israel.

Accordingly, Section 5.2 will be amended as

follows:

"5.2 Formation of a Single-Purpose Company

Vehicle

5.2.1Following completion of the Pre-Qualification



Procedure, in order to participate in the Tender

Procedure and submit a bid, each Eligible Participant

that is a Group will be required to form a new

company entity, incorporated under the Laws of

Israel (also known as a Special-Purpose Vehicle, or

SPV), the sole purpose of which shall be the

participation in the Tender Procedure.

For the avoidance of doubt, it is hereby clarified that

there is no impediment to the Participant

incorporating or being established as a single-

purpose entity as stated, for the purpose of and prior

to submitting the Pre-Qualification Submission as

stated.


Invitation for

Pre-Qualification

Please confirm that the SPV may be any form of single-purpose

corporation (i.e. limited partnership, company, etc.), as both

“company” and “corporation” are mentioned in this Section.

Please refer to Section 6 of Annex 1 above.


Invitation for

Pre-

Qualification;

Section 4 of Pre-

Qualification

Form B

In the event that the Participant is comprised of a single Entity and

not a Group, please confirm that following completion of the Pre-

Qualification Procedure and in order to participate in the Tender

Procedure, the Eligible Participant will be permitted to form a new

SPV to be held 100% by the Eligible Participant.

In this regard, please note bullet number 6 of Section 4 in Form

“B”, which states that a Participant that is a Group will be required

to form an SPV for participation in the Tender; however, it is

unclear if a Participant which is not a Group will also be entitled to

incorporate an SPV.





Invitation for

Pre-Qualification

This provision is extremely wide and general and creates

uncertainty as to where does it apply. The Invitation, where the

intention was to apply a certain provision to the Member's

Controlling shareholders, directors and position holders in the

Member, already includes such specific statement (for example

Section 5.6 and Section 5.7 of the Invitation).

The Tender Committee is therefore requested to remove the

referenced Section.



Invitation for

Pre-

Qualification;

Pre-Qualification

Form C

The application of the provisions of the Invitation which apply to

Members, Controlling shareholders, directors and positions

holders is very overarching. Specifically see PQ Form “C” which

under Section 5.3 may also require such persons to complete the

form – Please clarify that it will be sufficient for the Member to

complete Form C.



Invitation for

Pre-

Qualification;

Section 3 of Pre-

Qualification

Form B;

Pre-Qualification

Form C

Please confirm that during the Pre-Qualification Stage, a Member

must not necessarily be incorporated, but rather might be a group

(joint venture), that will later, at the Tender Stage, be incorporated

in order to serve as a Member of the Participant.

Please confirm that a Member can be incorporated as a company,

as a partnership or as a cooperative.

Please amend accordingly the relevant provisions of Form B (and

in particular Section 3 thereof) and Form C.


Without derogating from the foregoing, it is

hereby clarified that a Member must be a single

Entity, and may not be a Group that is an

unincorporated Joint Venture.

12. Section 5.3, 5.6

of the Invitation

for Pre-

The Invitation uses the term "Position Holder". However, such

term is not defined under Appendix 1. Therefore, the Tender

Committee is hereby asked to clarify such term.

The following definition of "Position Holder"

will be added to Appendix 1:

"A person who holds key positions in the



Qualification;

Section 3 of Pre-

Qualification

Form C;

Section 2 of Pre-

Qualification

Form K

organization – the CEO and any senior executive

who reports to the CEO."

13. Section 5.4,

5.12.4 of the

Invitation for

Pre-

Qualification;

Pre-Qualification

Form E;

Pre-Qualification

Form E1

Due to the extremely tight schedule of the Pre-Qualification

process and the unavailability of the data room materials on the

Alon Tavor Production Site, it is impractical for Participants to

reach an "agreement" for "all of the operation and maintenance

services required in the framework of the operation and

maintenance of the Alon Tavor properties.." with a Major

Subcontractor without knowing first the nature of the project and

its exact requirements. Either a serious Major Subcontractor will

refuse to take such a firm commitment before knowing first the

degree of its obligations or that an "agreement" will not be a firm

one and therefore cannot be relied upon by the Tender Committee.

As such, in order to ensure that only fully committed entities with

the requisite Operation and Maintenance Experience participate in

the Pre-qualification process, please clarify that such entities must

also be a Member of the Participant (with a minimum holding of at

least 25%) and not only a Subcontractor.


14. Section 5.9.4 of

the Invitation for

Pre-Qualification

Definition of "Related Entity" - Please confirm that the term

"controlled" should be replaced by the term "Controlled" (with

capital C, as such term is defined in Appendix 1).




15. Section 5.12.2,

5.12.3 of the

Invitation for

Pre-Qualification

Bidder clarification-

In case that there is one bidder without partners \ group - is there

an obligation to sign form B and form C?

The Tender Committee clarifies that where the

Participant is a Single Entity, it must complete and

provide both Pre-Qualification Forms B and C.


the Invitation for

Pre-Qualification

The Tender Committee is hereby requested to amend the definition

of “Related Entity” in Section 5.9.4 as follows:

“Related Entity” – will mean, with reference to any Entity: (1)

any Entity that Controls the referenced Entity; (2) any Entity that

is under the same Control as the referenced Entity; (3) any Entity

that is controlled by the referenced Entity; and (4) any Entity

which, pursuant to an agreement expected to be finalized prior to

the bid submission date under the Tender, is expected to comply

with one of the provisions of sub-sections 1-3 above.


17. Section 6 of the

Invitation for

Pre-Qualification

Since it is a common requirement and common practice in Project

Financing to establish SPVs for the execution of the project, please

clarify that a Participant or a Member may demonstrate

compliance with the Professional Pre-Qualification Requirements

through a subsidiary which is 100% controlled by the Participant

or the Member, whereas the subsidiary was established as a

Special-Purpose Vehicle (SPV). In such case, the Participant or the

relevant Member will accordingly be credited with the experience

attributed to the SPV.

Please refer to the definition of "Related Entity"

as set forth in Section 5.9.4 of the Invitation for

Pre-Qualification.


Invitation for

Pre-Qualification

As for the requirement of Construction Experience, due to the fact

that all developers of IPPs in Israel use EPC contractors in order to

construct power plants, no developer of IPP in Israel can meet this




requirement in its current drafting. This creates unfair advantage

for EPC Contractors as only they can meet this requirement. Israeli

developers who have financed projects, are required to hire skilled

manpower at management and operational level to oversee the

quality and timetable of the EPC contract to ensure that the

contractor, who is being paid significant sums, delivers a working

plant on time, which is of course evidence of entrepreneurial skill.

Such experience in managing the EPC contractor is important to

the grid and the electricity market, as well.

The Tender Committee is kindly requested to amend the Invitation

to recognize "a party that was engaged in an EPC Contract,

supervised and implemented an EPC Contract for power plants

with capacity above within the timetable of its license or tender."

We leave to the discretion of the Tender Committee, whether to

include this qualifying criteria as part of the Entrepreneurial

Experience requirement or the Construction Experience

requirement so that developers of IPPs in Israel will be able to

qualify.


Invitation for

Pre-Qualification

While the Professional Pre-Qualification Requirements which

utilize the definition of Power Plants refer to Power Plants with

cumulative installed power of at least 200 MW, the definition of

Infrastructure Projects do not refer to Power Plants but refer to

other projects (including Renewable Energy).

As it is clear that Power Plants with less than 200 MW installed

power but with construction cost of over NIS 500,000,000 are

more relevant in the sense of Professional Pre-Qualification

The definition of "Infrastructure Project" in

Appendix 1 of the Invitation for Pre-Qualification

will be amended as follows:

""Infrastructure Project" – As this term is

defined in Section 6.1.1.2 of the Invitation A

project in one or more of the following sectors:

(a) Energy sector, including power plant(s) of any

capacity (including from Renewable Energy)



Requirements than Public Buildings, transport projects or

Government Institution with the same construction cost, please

confirm that the definition of an Infrastructure Project include

Power Plants (even if such are with less than 200MW).

under a generation license(s) and/or refinery –

including not for a Government Institution;

(b) Transport sector, including seaport and airport,

where the project was constructed for a

Government Institution;

(c) Water sector, where the project was

constructed for a Government Institution;

(d) Construction of Public Buildings for a

Government Institution."

In addition, Section 6.1.1.2 of the Invitation for

Pre-Qualification will be amended as follows:

"Entrepreneurship of one or more Infrastructure

Projects, that is, a project in the transport, energy

(including Renewable Energy) and/or water sector

and/or in the construction of Public Buildings, for

a Government Institution (hereinafter:

“Infrastructure Project”), with a construction

cost for only one Infrastructure Project of at least

NIS 500,000,000 (five hundred million New

Israeli Shekels) (not including VAT), or a

cumulative construction cost for, at the very most,

up to 4 (four) Infrastructure Projects, of at least

NIS 1,000,000,000 (one billion New Israeli

Shekels) (not including VAT)."


Invitation for

The Participant requests:

(i) to allow the addition of the “Reliability Declaration” attached




Pre-Qualification to this Request for Clarifications, to Section 12.2 in Form E.

(ii) to amend Section 12.3 in Form E – it is suggested to replace

the current wording with the following wording (which has been

accepted by IEC in previous tenders) (or alternatively to allow the

submission of Form E with the following wording included):

“The Major Subcontractor (not included: affiliates, branches and

permanent establishments of the Major Subcontractor) is not

founded in and/or the execution of maintenance activities is not

managed from any of the countries designated as an enemy

country and is not otherwise designated as an enemy under the

Trading with the Enemy Ordinance 1939.”

21. Section 6.1of the

Invitation for

Pre-Qualification

The Tender Committee is requested to confirm that an airport shall

be deemed an Infrastructure Project.

Please refer to Section 19 of Annex 1 above and to

the amended definition of "Infrastructure

Project".

22. Section 6.1 the

Invitation for

Pre-Qualification

The Tender Committee is requested to confirm that a sea port shall

be deemed an Infrastructure Project.



Project".

23. Section 6.1-6.2 of

the Invitation for

Pre-Qualification

As the Professional Pre-Qualification Requirements are divided

into four distinct categories (Entrepreneurial, Ownership,

Operation and Maintenance, and Construction), with

corresponding specific Pre-Qualification Forms H1-H4, we

understand that the intention is for a Participant to present/rely on

its experience/involvement in more than one project for the

purposes of demonstrating its Experience in at least two distinct

categories mentioned above. We understand that the purpose of

the Professional Pre-Qualification Requirements is intended to


Without derogating from the foregoing and for the

avoidance of doubt, it is hereby clarified that there

is no impediment to presenting one project for the

purpose of demonstrating compliance with more

than one of the Professional Pre-Qualification

Requirements.



ensure that Participants have a diverse infrastructure experience.

24. Section 6.1, 6.5.1

of the Invitation

for Pre-

Qualification

Definition of an Infrastructure Project:

Given that you included a Public Building, Transposition Assets

under the definition of Infrastructure Project, we kindly ask to

include a large refinery with co-generation units under the

definition of Infrastructure Project.



Project".

In addition, the Tender Committee clarifies that

within the Ownership Experience Requirement, as

set forth in Section 6.4 of the Invitation for Pre-

Qualification, it is possible to demonstrate an

Infrastructure Project that has been awarded

through concession agreement.

Accordingly, Section 6.4.1.2 will be amended as

follows:

"Ownership of one Infrastructure Project,

including by concession, the construction cost of

which is at least 500,000,000 NIS (five hundred

million New Israeli Shekels) (not including VAT),

or with a cumulative construction cost for, at the

very most, up to 4 (four) Infrastructure Projects, of

at least 1,000,000,000 NIS (one billion New

Israeli Shekels) (not including VAT)."


the Invitation for

Pre-Qualification

In the definition of “Renewable Energy”, line 3, please complete

the missing text following the phrase: “as set forth in the….”

The Definition of "Renewable Energy", as set

forth in Section 6.1.1 of the Invitation for Pre-

Qualification will be amended as follows:

"In this Invitation, “Renewable Energy” will

refer to energy, which it’s the source for the

generation of which is sun, wind, water, waste or



biomass, but does not including fossil fuel, as set

forth in the Rules of the Electricity Sector

(Transactions with an Essential Service Provider),

5760-2000. It is hereby clarified that a Power

Plant that runs on thermo-solar energy (CSP) or a

Power Plant using pumped storage technology will

not be considered as a Renewable Energy Power

Plant for the purposes of this Invitation."


the Invitation for

Pre-Qualification

Please confirm that the term "financial close" includes the

restructuring of senior finance facilities and the entry into

amended senior finance documents.



the Invitation for

Pre-Qualification

As mentioned in the introduction above, since IPPs where

introduced into the Israeli electricity market as of January 2011,

setting the relevant period for demonstrating compliance with

"Entrepreneurial Experience" as "financial close" of a project

which occurred between December 1, 2011 and the Pre-

Qualification Submission Date", may result in the exclusion of key

players in the electricity market in Israel.

Therefore, the Tender Committee is requested to extend the period

for demonstrating compliance with "Entrepreneurial Experience"

as "financial close" which occurred between January 1, 2011 (and

not December 1, 2011).

Moreover, the arbitrary definition of financial close as the point in

time for proving Entrepreneurial Experience is unclear and

(particularly when compared to the flexible definition for self-

financing), even unfair. Such definition disregards the fact that the


Section 6.1.1 of the Invitation for Pre-


"6.1.1 The Experience Provider is required to

demonstrate proven Entrepreneurship Experience

in the Last 7 (Seven) 10 (Ten) Years in at least one

of the following:"

In addition, the first paragraph below Section

6.1.1.2 will be amended as follows:

"For the purposes of this section, Entrepreneurial

Experience “in the Last 7 (Seven) 10 (Ten)

Years” refers to the financial close of a project

(and in the case of self-financing – winning a

tender/procedure/signing an engagement



entrepreneurship period clearly does not end at financial close,

though it continues until the end of construction and the

commencement of the commercial operation of the power plant.

The Tender Committee is therefore alternately requested to define

the point in time for proving Entrepreneurial Experience to include

all of the entrepreneurship period, until commencement of

commercial operation.

In addition, even if the Tender Committee considers the financing

as an indication of the ability to entrepreneur a project, the Tender

Committee is requested, as an additional alternative, to clarify that

a refinancing of the equity of a project also qualifies as "financial

close" of the project. Such achievement is an illustration of the

ability to achieve financial close and shows the strength of the

project in the financial markets.

contract/obtaining a license/concession for the

implementation of the project), between December

1, 2011 2008 and the Pre-Qualification

Submission Date."

28. Section 6.1.1.1 of

the Invitation for

Pre-Qualification

While the Renewable Energy projects (as well as other

Infrastructure projects) are demonstrated through their

construction costs, Power Plants that are not Renewable Energy

are demonstrated through the installed power that appears in the

generation licenses (in MW).

The Tender Committee must take into consideration that

cogeneration power plant produce additional energy benefit, such

as to provide heat or electricity for the plant in which it is

operating, and this additional energy benefit is not calculated in

MW. Therefore, even with installed power lower than 200 MW,

cogeneration projects are capital intensive and complex projects

which also produce additional energy benefit.

Therefore, we request that a Participant will be able to demonstrate



Project".



Entrepreneurship Experience through entrepreneurship of

cogeneration power plant(s) with a cumulative installed power of

at least 140 MW.

As an alternative, we suggest to add to the referenced Section an

alternative of Power Plant with the same threshold stipulated under

Section 6.1.1.2.

29. Section 6.1.1.2

of the Invitation

for Pre-

Qualification

The Committee is respectfully requested to amend the definition of

“Infrastructure Project” so that:

Public Buildings, included in the definition of “Infrastructure

Project”, shall include industry buildings, provided that the

contractor in such Infrastructure Project performed the Electro-

mechanical system works (electricity, wiring, plumming etc.) in

the building (but excluding residential purposes).

Professionally, there should not be any difference between office

building that was built for the Government and an office building

that was built for a corporations in the private sector as long as the

project included Electro- Mechanical system works (electricity,

wiring, plumming etc.) in the building.



Project".

30. Section 6.1.1.2

of the Invitation

for Pre-

Qualification

The Committee is respectfully requested to amend the definition of

"Infrastructure Project" so that:

The condition of construction "for a Government Institution" shall

not apply, and Infrastructure Projects which were not constructed

for a Government Institution may also be submitted for

demonstration of compliance with the Pre-Qualifications.

1. The Definition of Infrastructure Project which is included



Project".



in Section 6.3.1.2 requires that only experience in EPC for

the Government will be accepted. In this respect we would

like to draw the Committee's attention to the fact that when

requiring construction experience, the identity of the client

is not relevant and, therefore, should be deleted.

Moreover,

2. The Tender process is for the purchase of an existing and

active Power Plant. In this respect the requirement of a

Government Institution as the client in “Infrastructure

Projects” is irrelevant – the scope of such “Infrastructure

Projects” (Design/Build) is the relevant parameter for

assessment, and therefore the requirement can be

satisfactory demonstrated based on private sector projects.

3. The requirements under the law, including the

requirements under a provisional license do not require the

EPC contractor to have experience in construction for

Government Institutions. Adding such a requirement

unnecessary limits the potential participants.


the Invitation for

Pre-Qualification

The Tender Committee is requested to clarify that infrastructure

projects, that are energy projects which are subject to regulatory

licenses regime, carried out as private initiative (and not for a

"Government Institution" (as such term is defined under Section

6.1.1 of the Invitation)), are considered as Infrastructure Projects,

(as defined in the Invitation).

When it comes to IPPs, the identity of the service recipient should

not be the only criteria. In the case of a co-generation project being

built for privately owned factory, the completion of the project and



Project".



the connection to the grid must be approved by the System

Manager and the Electricity Authority. Therefore these projects,

although built for the Government, involve Government oversight

and the entrepreneur must prove compliance with various

standards and requirements and achieve milestones set by the

relevant authorities in order to achieve project completion.


the Invitation for

Pre-Qualification

The clarifications provided by the Tender Committee in section 6-

8 of Annex 1 of Addendum no. 2 seems somewhat unclear.

The clarification in Section 6 stipulated the: "…only a Project that

was awarded to Government Institution, will constitute an

"Infrastructure Project"."

It seems that the intention of the Tender Committee was to refer to

projects awarded "by" and not "to", Government Institution. In

addition, it is unclear if awarding of an electricity license complies

with the Tender Committee's intention (as a license is usually

"granted" or "issued" and a tender or concession in "awarded").

As the vast majority of Power Plants in Israel were constructed

pursuant to the provision of a license and not pursuant to a tender

and as such were not constructed for Government Institution (as

they are not 'handed over' following a certain period), it is

imperative to clarify this matter.

It seems highly unlikely that Power Plants with less than 200MW

installed power but with construction cost over NIS 500,000,000,

are considered by the Tender Committee as less relevant in the

sense of the Professional Pre-Qualification Requirements than

Public Buildings, transport projects etc. with the same construction

cost, that were awarded by Government Institution pursuant to a



Project".



tender.

In light of the forgoing, we kindly request the Tender Committee

to expressly confirm that the definition of an Infrastructure Project

include Power Plants (even if such are with less than 200MW),

and that Power Plants which are regulated pursuant to a license

may be presented as energy Infrastructure Projects.

33. Section 6.1.1.2,

6.4.1.2 of the

Invitation for

Pre-Qualification

The Tender Committee is requested to clarify that in order to meet

the PQ requirements of Entrepreneurship Experience and

Ownership Experience, the participant can demonstrate

Entrepreneurship or Ownership of a Power Plant with a capacity

of over 200 megawatts, or of a Power Plant with a construction

cost of more than 500,000,000 NIS. It is unclear why a Power

Plant with a construction cost of more than 500,000,000 NIS

which is licensed by the Government and subjected to the

Government approvals, will not be considered as an Infrastructure

Project, while an educational institutions construction is

considered to be an Infrastructure Project?! Clearly, Power Plant

Entrepreneurship or Ownership is much more relevant to

demonstrate Entrepreneurial or Ownership Experience for the

Alon Tavor Power Plant Pre - Qualification process.



Project".


the Invitation for

Pre-

Qualification;

Section 1.40 of

Appendix 1

Section 6.1.1.2 enables Participants to meet the criteria by

demonstrating experience in the development of concession

projects in the transport, energy, water and Public Building

sectors. As you are aware, the government entity that issues

tenders for such concessions and subsequently executes the

concession contracts is the Accountant General of the Ministry of

Finance. This is the case with respect to transportation projects

The definition of “Israeli Government

Corporation” as set forth in Appendix 1 will be

amended as follows:

“Israeli Government Corporation” – Any of the

following: (1) a government company, a

government subsidiary, a mixed company (as

these terms are defined in the Government



such as Highway 6, Highway 431, Carmel Tunnels, and the

Jerusalem Light Rail. This is also the case with respect to the

various desalination projects and certain energy projects.

Therefore, the definition of “Israeli Government Corporation”

should be amended in order to include concessions issued by such

Government Ministries and entities, otherwise all the largest

infrastructure projects in Israel may be excluded.

Companies Law); (2) a corporation that was

established under a special law; (3) companies and

corporations that are set forth in Section 60 of the

Government Companies Law; (4) a municipal

corporation, as this term is defined in the

Municipalities Ordinance [New Version]; (5) a

corporation that is under the Control of one or

more of the entities set forth above, or in which

one or more of them (other than a mixed

company) holds 25% or more of the share capital

or of the Means of Control (6) government

ministries (including the Accountant General of

the Ministry of Finance), municipalities and local

authorities."

35. Section 6.2 last

paragraph, 6.3.1

last paragraph of

the Invitation for

Pre-Qualification

In the event of citing a project that was held as a joint held

corporation, please amend the required holdings in such "held

corporation" to 25% (instead of 50%), as is required in the

Entrepreneurial Experience and the Ownership Experience. This is

especially the case in light of the fact that the Alon Tavor Plant

already exists.

Alternatively, please confirm that if the Members (and/or the

Shareholders of the Members) of the Participant, which are

holding in the aggregate more than 50% of the Participant (and

provided that at least one of the Members is holding at least 25%

of the Participant), were holding in the aggregate more than 50%

in the "held corporation", such aggregate holdings will comply




with the requirement of 50% holdings in the "held corporation".


Invitation for

Pre-Qualification

With reference to our note in the introduction above, under the

referenced Section, in order for a Participant to prove compliance

with operation and maintenance requirements through an SPV, it

should comply with two cumulative terms: (a) it held at least 50%

of the joint corporation; and (b) its liability was joint and several.

Clearly, a Participant who holds at least 50% of an SPV (not to

mention a Participant who holds a much higher portion of the

SPV), has the necessary qualifications and experience in operation

and maintenance of IPPs, while the "joint and several"

requirement is not material for demonstrating such experience. A

cumulative requirement, may lead to an undesirable situation,

whereby a Participant who holds a risks of much more than 50%

(60% - 99%), will not be able to satisfy the pre-condition, while a

Participant who holds only 50% of the SPV (and has recourse to

the other shareholder of the SPV in case the "joint and several"

liability is applied), does satisfy the requirement.

Therefore, the Tender Committee is kindly requested to clarify

that in order for a Participant to prove compliance with operation

and maintenance requirements through an SPV, it should comply

with two alternative terms: (a) it held at least 50% of the joint

corporation; or (b) its liability was joint and several.

The Tender Committee has decided to accept the

Request for Clarification.

Section 6.2 of the Invitation for Pre-Qualification

will be amended as follows:

"For the purpose of proving the compliance of the

Entity with Operation and Maintenance

Experience requirements of this section, it is

possible to cite a project that was held as a joint

venture or as a jointly held corporation, provided

that the Participant or the relevant Member or its

Related Entity held, at the very least, 50% (fifty

percent) of the share capital of the joint venture or

(as is relevant) the held corporation and its

liability was joint and several. In such a case, the

Participant/the relevant Member will accordingly

be credited with Holding of the entire amount of

the experience attributed to the joint venture or (as

is relevant) the held corporation."

37. Section 6.2, 6.5.1

of the Invitation

for Pre-

Qualification

The Participant operates and maintains a large refinery with an

annual capacity of 5 million ton (Oil Products/Distillates) per year

and two Cogeneration units with total capacity of approximately

100 MW.

O&M activity of a large energy project is very complex and



Project".



requires similar expertise and experience of an O&M for a 200

MW power plant.

We kindly request to include an O&M experience of a large

refinery with co-generation units as an O&M Experience.

38. Section 6.2, 6.3.1

of the Invitation

for Pre-

Qualification;

Section 3 of Pre-

Qualification

Form H2;

Joint and several - Please confirm that the requirement relating to a

"joint and several" liability applies only in case of a joint venture,

and does not apply in case of a "jointly held corporation", and in

particular in the case of a limited liability company.



Invitation for

Pre-Qualification

The Committee is requested to amend the provisions regarding

“Construction Experience”, and add the following alternative for

demonstration the required experience: submission of a contract

with a supervising entity with an EPC experience of at least 10

years.

The requirement of the “Construction Experience” is relevant for

the winning Bidder’s option to install an additional generation unit

in the Alon Tavor Site (the winning Bidder may exercise such

option at his discretion). If the winning Bidder elect to exercise

such option, he will be required to receive a provisional license –

which stipulates the conditions for financial closing. These

conditions allow, in order to demonstrate sufficient construction

experience, to show a contract with a supervising entity having the

sufficient experience. Therefore, this alternative is requsted to be




added to Section 6.3 – because we see no justification to set

stricter requirements and conditions in respect of Construction

Experience, than those stipulated by the provisional license which

the winning bidder shall be required to receive (if he chooses to

exercise the option).


Invitation for

Pre-Qualification

The Participant requests to amend the paragraph below Section

6.3.1.2 – and allow to submit an Infrastructure Project which did

not yet receive “Tofes 4”, but the final payment in such

Infrastructure Project was received by the contractor, as is

customary in other tenders.

Please refer to the definition of "Construction

Experience in the Last 7 (Seven) Years", as set

forth in Section 6.3.1 of the Invitation for Pre-

Qualification. It is hereby clarified that the receipt

of "Tofes 4" is only one of the alternatives set

forth in the definition.


Invitation for

Pre-Qualification

The Participant requests to amend the construction cost for one

Infrastructure Project of at least 500,000,000 NIS (five hundred

million New Israeli Shekels) (not including VAT), to 350,000,000

NIS, or a cumulative construction cost for, at the very most, up to

4 (four) Infrastructure Projects, of at least 1,000,000,000 NIS (one

billion New Israeli Shekels) (not including VAT), to 650,000,000

NIS.

We note again that this requirement is also not included in the

conditions for financial closing stipulated in the conditional

license which will be required, and there is no justification to set

stricter conditions in the Pre-Qualifications.


42. Definition of

“Infrastructure

Project” as used

in the

The Participant requests that for the purposes of demonstrating

sufficient Construction Experience, a photo-voltaic plant (a

B.O.O.T energy infrastructure project that is selling the electricity

to the Israel Electricity Corporation Ltd.) shall constitute an



Project".



Construction

Experience

requirement -

Section 6.3

Infrastructure Project (without derogating from our previous

request to delete this condition from the definition of

“Infrastructure Project”, due to irrelevancy).

43. Definition of

“Infrastructure

Project” as used

in the

Construction

Experience

requirement -

Section 6.3

The Participant requests that for the purposes of demonstrating

sufficient Construction Experience, photo-voltaic plants connected

to the transmission grid (a B.O.O energy infrastructure projects

that are selling the electricity to the Israel Electricity Corporation

Ltd.) shall constitute an Infrastructure Project.



Project".


Invitation for

Pre-Qualification

Please confirm that the Entity which was the Licensee holding the

Provisional Production License, (and accordingly was required to

comply with the Construction activities under Provisional

Production License) during the Construction period of the Power

Plant, and was responsible for the Construction of the Power Plant

and to obtain Tofes 4, which was issued in its name, complies with

the Construction Experience (even if it has engaged an EPC

Contractor for the execution of the Construction works).



Invitation for

Pre-Qualification

The Participant requests to delete the condition of ownership of an

active Power Plant of at least 200MW – this condition is not

included in the regulation, nor in the provisional license, and

impedes competition for no justification.





Invitation for

Pre-Qualification

According to the drafting of the requirement, it appears that an

entity cannot meet this requirement although it holds an

infrastructure project at the pre-qualification submission date, if it

was first recorded before December 1, 2011.

The committee is requested to clarify that such Holding will

comply with the requirement in the event the property was

recorded before December 1, 2011, as long as the Experience

Provider holds the project at the pre-qualification submission date.



"For the purposes of this section, Ownership

Experience “in the Last 7 (Seven) Years” refers

to the start of ownership of Power Plant(s) or (as is

relevant) one or more Infrastructure Project(s) as

stated above, during the period between December

1, 2011 and the Pre-Qualification Submission

Date."


the Invitation for

Pre-Qualification

The Tender Committee is requested to clarify that where the

Participant demonstrates the Ownership Experience for at least

two continuous years in the Last 7 Years at the time of the

submission of the PQ, it will meet the PQ conditions, even if the

date of commencement of Ownership of that Power Plant was

prior to December 2011.

Firstly, it shall be emphasized that the purpose and the rationale

behind this condition is to demonstrate Experience. Clearly, a

longer period of time in which the Power Plant is owned,

better demonstrates the required Experience than a shorter

period of time. Therefore:

1. It is clear that a Participant who is demonstrating a continues

Ownership Experience, of over a decade, has a much more

significant Experience than a Participant who demonstrates an

Experience of two years, even if the commencement date is

prior to December 2011.

2. In addition, it appears that Participant who demonstrates

Ownership Experience by Ownership of a Power Plant is


request.

Section 6.4.1.2 of the Invitation for Pre-


"Ownership of one Infrastructure Project,

including by concession license, the construction

cost of which is at least 500,000,000 NIS (five

hundred million New Israeli Shekels) (not

including VAT), or with a cumulative construction

cost for, at the very most, up to 4 (four)

Infrastructure Projects, of at least 1,000,000,000

NIS (one billion New Israeli Shekels) (not

including VAT), for at least two continuous

years."

For the avoidance of doubt, it is hereby clarified

that the requirement to demonstrate Ownership

Experience for at least two continuous years refers

to during the period of the Last 7 (Seven) Years,



required for at least two continuous years in the Last Seven

Years, while for some reason, Ownership of Infrastructure

Project such an educational institute is exempt from this

requirement. This gap creating an absurd situation in which the

more relevant Experience is under stricter requirements of two

years of continues Ownership, while the least relevant

Experience can, for the matter of fact, be acquired only one

day before the submission date.

3. It appears that where the Ownership was acquired, or the

commercial operation started, on November 2016, the

participant meets the terms of the PQ, but when the Ownership

was acquired, or the commercial operation started, on

November 2011, the Participant will not meet the terms of the

PQ. This contradicts the commonsense, as a way of illustration

it shall be mention that even the IEC itself, will not meet this

requirement in regard to Alon Tavor.

In order to avoid an absurd situation in which a shorter Experience

is preferable over a longer period of Experience, and a relevant

Ownership Experience of a Power Plant is inferior to irrelevant

Experience, the Tender Committee shall clarify as requested.

as defined in Section 6.4.


the Invitation for

Pre-

Qualification;

Form D

Since reliance on a Related Party of a Member is acceptable not

only with respect to the Operation and Maintenance Experience

but rather with respect to any of the Professional Pre-Qualification

Requirements, please clarify whether Form D should be submitted

only with respect to Section 6.2 (as provided in Section 6.5.2) or

also with respect to Sections 6.1, 6.3 and 6.4 (if relevant).



"In case that the Experience Provider is a Related

Entity as set forth in Section 6.2 6, the Participant

and the Related Entity shall submit Pre-

Qualification Form D, duly completed and

signed."




the Invitation for

Pre-Qualification

Please delete the phrase “in the Participant” which appears twice

in line 3.



"Each Member that is not a Financial Entity is

required to demonstrate equity of not less than

6,000,000 NIS (six million New Israeli Shekels)

for each 1% (one percent) of Percentages of

Holdings in the Participant in the Participant."


the Invitation for

Pre-Qualification

We welcome the incorporation of specific provisions and

arrangements for Private Investment Funds. As you are aware,

such funds typically raise funds in a first fund and when all the

commitments of such fund have been deployed, additional

investment funds are established which are managed by the same

general partners. Similarly investment funds typically invest

through special purpose vehicles formed for purposes of co-

investments which are managed by the same general partners.

Therefore we welcome the adoption of the definition of "Assets

Under Management" in Section 1.5 of the Definitions and would

ask that this term be applied consistently in relation to Private

Investment Funds throughout the Invitation and the relevant PQ

Forms.

Specifically, we would ask that the defined term be used in

Section 7.6.2 of the Invitation and in PQ Form “I3” and Section

3.5.2 of PQ Form “J”.

Sections 7.5.2 and 7.6.2 of the Invitation for Pre-


"7.5.2 For each 1% (one percent) of its Percentage

of Holdings in the Participant, an amount of

Assets under Management it has managed assets

with a net worth of not less than 100,000,000 NIS

(one hundred million New Israeli Shekels), as at

the end of the Last Fiscal Year."

"7.6.2 For each 1% (one percent) of its Percentage

of Holdings in the Participant, the Fund manages

an amount of assets Fund has Assets Under

Management which is of not less than 10,000,000

NIS (ten million New Israeli Shekels), as at the

end of the Last Fiscal Year."

In addition:

(a) Section 2 of PQ Form "I2" will be amended

such that the words "Assets under

Management" will be replaced with the words

"the assets managed by"



(b) Section 2 of PQ Form "I3" will be amended

such that the words "Assets under

Management" will be replaced with the words

"the assets managed by the

Participant/Member".

(c) Section 3.4.1 of PQ Form "J" will be

amended such that the words "of Assets

Managed by it" will be replaced with the

words "of its managed assets".

(d) Section 3.5.2 of PQ Form "J" will be

amended such that the words "Assets

Managed by it" will be replaced with the

words "the Assets Under Management of the

Corporation".


Invitation for

Pre-

Qualification;

Pre-Qualification

Form J1;

Pre-Qualification

Form J

Please confirm that a Member which is a group (joint venture) of

companies, or a Member which is a newly established company,

which intends to rely on the financial robustness of a Guarantor, is

not required to submit Form I1 and Form J with respect to such

Member, but only with respect to the Guarantor.



the Invitation for

Pre-

Qualification;

In light of the definition of Assets Under Management, please

amend Sections 3.5.1 and 3.5.2 of PQ Form “J” so that the auditor

may make reference to the audited financial statements of funds

under common control.

The Tender Committee accepts the request

regarding Section 3.5.2 of Pre-Qualification Form

J.

The Tender Committee accepts the requests to



Pre-Qualification

Form J

Further – please confirm that a Participant incorporated for the

purposes of the Pre-qualification may rely on the VAT certificates

of its Member.

delete Section 3.5.1 of Pre-Qualification Form J.

In addition, it is hereby clarified that a Participant

which is a new Entity is not requested to submit

tax certificates.


the Invitation for

Pre-Qualification

The Tender Committee is kindly requested to clarify that an Entity

whose financial statements are based on the rules of the Chinese

Accounting Standards (CAS) may rely on a certification by an

auditor in accordance with such financial statements.

The Tender Committee hereby clarifies that the

rules of the Chinese Accounting Standards (CAS)

are included in the acceptable sets of accounting

rules, as listed in Section 7.8.5 of the Invitation for

Pre-Qualification.


Invitation for

Pre-Qualification

The Tender Committee is kindly requested to provide the relevant

exchange rates for the respective financial years from Chinese

Yuan Renminbi to NIS.

The next row will be added to Section 7.9.2 of the

Invitation for Pre-Qualification:

Currency Rate of exchange (NIS) for

conversion of financial data for the

year:

2015 2016 2017

1 Chinese

Yuan

(CNY)

0.6144

0.5749

0.5428



The next row will be added to Section 7.9.3 of the

Invitation for Pre-Qualification:

Currency Rate of exchange (NIS) for

conversion

1 Chinese

Yuan (CNY)

0.5329


the Invitation for

Pre-Qualification

Please clarify the title of Envelope 2. The Tender Committee hereby clarifies that if not

stated otherwise, the title of the envelope should

be its number.


the Invitation for

Pre-Qualification

It appears there is a word or phrase missing in line 3 prior to the

phrase “…thereof and/or any Entity on their behalf”. Please

complete/clarify.



"It is hereby expressly clarified that any

Participant who files a Pre-Qualification

Submission pursuant to this Invitation, and any

Member thereof or Related Entity with respect to

of any of the foregoing thereof and/or any Entity

on their behalf, will be deemed to have waived in

advance any argument in connection with the

terms of this Invitation and the right to file with

any court a motion for the issuance of an

injunction to delay the procedures of this

Invitation and/or the Pre-Qualification Procedure

and/or the Sale Procedure, or any other remedy,

the meaning of which, whether directly or

indirectly, will be a delay in the promotion of the



procedures of this Invitation and/or the Sale

Procedure and/or the Pre-Qualification Procedure

and/or the Tender Procedure."


the Invitation for

Pre-Qualification

We understand that the discretion given to the Tender Committee

in the referenced Section, to consider in addition to the objective

Criteria aspects of conflict of interest between the Participant, the

Members, the State of Israel and the Company, is a common

provision in other tenders of the State. However, we would kindly

request the Tender Committee to reconsider this discretion of the

Tender Committee considering the differences in the identity of

the publisher of the Tender and its broad role in the electricity

sector in Israel.


58. Page 17 and all

the Forms of the

Invitation for

Pre-Qualification

The Tender Committee is requested to clarify that the Attorney's

certification of the signers on behalf of the Participants and the

Members, on the documents and Forms, does not have to be

notarized.

In case it should be notarized, the Tender Committee is requested

to clarify that foreign Participants and Members, which the law in

their state of incorporation requires that any notarized document

should be in the formal language of such state, which is not

English, can submit the notarized document in such language, with

a translation to English, approve by an Attorney, but not a

notarized translation.

The Tender Committee hereby clarifies that the

Attorney's certification of the signatories on behalf

of the Participants and the Members, on the

documents and Forms, does not have to be

notarized.

59. Section 1.55 of

Appendix 1

Due to the fact that there is no Form N, please delete from the

definition of "Pre-Qualification Forms" or "PQ Forms", the words

Section 1.55 of Appendix 1 will be amended as

follows:



"forms A-N" and replace them with the words "forms A-L". "”Pre-Qualification Forms” or ”PQ Forms” –

Shell Shall mean the forms attached hereto as

forms A-N L, which each Participant is required to

complete, execute, and submit as part of its Pre-

Qualification Submission."


Appendix 1

Definitions of "Holding" and "Control" - please confirm that the

term "Control" might also include an indirect "Control" (based on

indirect holdings).

Please refer to the definition of "Holding" and

"Control" as set forth in Appendix 1.

61. Appendices and

Pre-Qualification

Forms;

Section 1.70 of

Appendix 1

Please correct this term as follows: “Setup Construction

Experience in the last 7 (Seven) Years”. Also, please make

conforming changes where word “Setup” is used (e.g. “Setup cost”

in PQ Form “H1”).

Section 1.70 of Appendix 1 will be amended as

follows:

"“Setup Construction Experience in the Last 7

(Seven) Years” – As this term is defined in

Section 6.3.1 of the Invitation."

Pre-Qualification Form H1 will be amended

accordingly.

62. Appendices and

Pre-Qualification

Form;

Appendix 1

Please include a definition for “Experience Provider”. The following definition of "Experience

Provider" will be added to Appendix 1:

"The Entity which complies with one or more of

the Professional Pre-Qualification Requirements,

as set forth in Section 6 of the Invitation

(Entrepreneurial Experience, Operation and

Maintenance Experience, Construction Experience

and Ownership Experience)."

63. Section 2 of Pre-

Qualification

The Tender Committee is requested to define the term "Position

Holders".




Form B


Qualification

Form B

Please confirm that the "new company" (i.e., the SPV) can be

formed as a partnership recognized by the Israeli law, and update

Form B accordingly.

The Tender Committee so confirms. Please refer

to Section 6 of Annex 1 above.

65. Section 4 bullet 4

of Pre-

Qualification

Form B

Please define the term “Holders of Experience”. Please refer to Section 62 of Annex 1 above.

66. Sections 11.2,

12.2 of Pre-

Qualification

Forms C, D, E1

Please correct the phrase “There are on criminal proceeding” to

“There are no criminal proceedings…”

Pre-Qualification Forms C, D and E1 will be

amended accordingly.

67. Pre-Qualification

Form C

The Tender Committee is requested to define the term "offence".

The following definition of "Offence" will be

added to Appendix 1:

"Shall mean a criminal offence, in Israel or

abroad, which constitutes a felony ("עוון") or more

severe crime, or another criminal offence which

resulted in a prison sentence of at least 1 (one)

year, or if the Entity or any office holder or

representative thereof is not a resident of or

domiciled in the State of Israel, analogous

offences committed under the laws of its domicile,

and which sentence was passed during the last 7

(seven) years."




Qualification

Form C

The Tender Committee is hereby requested to confirm that for the

purpose of complying with the requirement of Section 8 of Form

C, the Member may attach an extract from the TASE regarding its

Interested Parties.

The Tender Committee so confirms. Participants

and/ or Members and/or Related Entities and/or

Major Subcontractors will be able to attach an

extract from the TASE regarding their Interested

Parties, in addition to filling in the relevant

Sections in the Pre-Qualification Forms.


Qualification

Form C

The Tender Committee is requested to clarify whether this Section

is relevant only to a foreign Member.

The Tender Committee clarifies that Section 9 of

Pre-Qualification Form C is relevant only to a

foreign Member.

70. Section 11.2 of

Pre-Qualification

Form C

Please delete from the Second bullet to Section 11.2 the words

"There are on", and replace them with the words "There are no".



71. Section 11.5 Pre-

Qualification

Form C

Section 11.5 uses the words "material or adverse change",

however, the accepted term is "material adverse change".

Therefore, please delete the word "or".



72. Section 11.2 of

Pre-Qualification

Form D

Please delete from the Second bullet to Section 11.2 the words

"There are on", and replace them with the words "There are no".



73. Section 11.5 of

Pre-Qualification

Form D

The Tender Committee is requested to clarify that in regards to the

undertakings of the Related Entity detailed in Section 11.5 to Form

D, the words "it will execute all of the obligations of the

Participant according to the Tender Documents, regarding

performing its experience in Entrepreneurship / Operation and

Maintenance / Construction / Ownership" shall be deleted. The

Related Entity is providing its Experience to the Member who is


request. Pre-Qualification Form D will be

amended as follows:

"The Related Entity accepts the role which has

been assigned to it by the Participant as described

in this Pre-Qualification Form “D”, and

confirms that subject to declaration of the



the one to perform the obligations detailed and derived from the

Experience. Therefore, those words are irrelevant to the

undertakings of the Related Entity and shall be deleted.

Participant as a successful bidder, it will execute

all of the obligations of the Participant according

to the Tender Documents, regarding performing its

experience in Entrepreneurship/ Operation and

Maintenance/ Construction/ Ownership, and

providing provide all the knowledge, experience,

equipment and manpower required, in any

volume, to fulfill the obligations of the Participant,

and undertakes to bear the responsibility that will

be imposed on the Participant by the Company,

pursuant to the Tender Documents and according

to any law."

74. Section 11.6 of

Pre-Qualification

Form D

Section 11.6 uses the words "material or adverse change",

however, the accepted term is "material adverse change".

Therefore, please delete the word "or".



75. Section 2 of

Pre-Qualification

Form E

Please confirm that the "Pre-Qualification "D1"", refers to Form

D.

Section 2 of Pre-Qualification Form D will be

amended as follows:

"The Participant hereby warrants and represents

that to the best of the Participant's knowledge and

after conducting a due investigation, the Major

Subcontractor of the Participant complies with all

applicable requirements of the Invitation

pertaining to Major Subcontractors, as detailed in

Pre-Qualification Form "D1" "E1"."



76. Form H1 –

Section 2;

Form H2 –

Section 2;

Form H3 –

Section 2;

Form H4 –

Section 2

In the relevant row of each Form please include also the

alternative of a "held corporation" (and not only a joint venture).

The Tender Committee accepts the request.

The relevant rows in Pre-Qualification Forms H1,

H2, H3 and H4 will be amended as follows: " Was

the project done as part of a joint venture or

(as is relevant) the held corporation".

Pre-Qualification Forms H1, H2, H3 and H4 will be


77. Section 3 last

paragraph of

Pre-Qualification

Form H2

Please confirm that term "during the construction" should be

replaced by the term "during the operation and maintenance".

The Tender Committee accepts the request.

Section 2 of Pre-Qualification Form H2 will be

amended as follows:

" I hereby declare, in relation to projects

_________________;

_______________________;

________________________; and

______________________, that during the

construction Operation and Maintenance of the

above project(s), the Experience Provider held, at

the very least, 50% (fifty percent) of the Means of

Control of the joint venture or (as is relevant) the

held corporation and its liability was joint and

several."


Form H4

Please confirm that the term "was the project done as part of a

joint venture" should be replaced by the term "was the project

done as part of a joint venture [or a held corporation - see Serial

no.9 above]"




79. Section 5 of

Pre-Qualification

Form H4

In the referenced Form the term "Starting date of the ownership" is

not capitalized. If the intension was to refer to the definition under

Section 6.4.1.2 of the Invitation, than with regard to

entrepreneurial projects (as opposed to purchasing a project), since

the property is recorded in the books even before the construction

of the project has begun (and the value of the property recorded

increases vis a vis the increase of the amounts invested in the

project), it is impossible to specify a specific date as “the date on

which the property was recorded” in the entity's books. As this is

the case, an accountant or auditor cannot certify such specific date.

Therefore, the Tender Committee is requested to confirm that, for

the purposes of Form H4, the “Starting date of the ownership”,

may be filled in as one of the options mentioned under the

definition under Section 6.4.1.2 of the Invitation, and not the

“earlier” to occur.

The relevant row in Pre-Qualification Form H4

will be amended as follows: "Starting Date of the

Ownership".


Form J

According to Auditing Standard No. 7 of the Institute of Certified

Public Accountants, an accountant is entitled to give a special

report to the requesting authority, only at the request of its client,

and it must indicate this fact. The Tender Committee is required to

amend the preamble of the form to state "At the Corporation's

request" (instead of "At your request").

The Tender Committee accepts the request. Pre-

Qualification Form J will be amended accordingly.


Form J

The Tender Committee is requested to replace the term

"accountants" in the suitable professional term - "auditor".




Form J

The Tender Committee is requested to clarify that a Member that

has consolidated financial statements, may add the word

"consolidated" in all references to its "audited [consolidated]

The Tender Committee so confirms. Pre-




financial statements".


Form J

The Tender Committee is requested to add to all occurrences of

the term audited financial statements of the Corporation a

placeholder, in order to specify the date of the relevant financial

statements, in the following form: "audited financial statements of

the Corporation as at ______".

Alternatively, please add such placeholder in Section 3.1 of Form

J and add the following definition: ""audited financial statements

of the Corporation as at ______" (hereinafter: "Annual Financial

Statements")", which shall replace all references to "audited

financial statements of the Corporation".



84. Section 3.1 of

Pre-Qualification

Form J

The Tender Committee is requested to include the definition of the

term "Equity" (as the term defined in Section 7.1.1 of the

Invitation) in Form J, and to refer to such defined term in the

referenced Section. Since this form will be signed by a third party,

it should include defined terms which are relevant to the form.


85. Section 3.2 of

Pre-Qualification

Form J

The Tender Committee is requested to define the term "Turnover"

(which currently is not defined) in a manner that it will refer to:

"the "sales of the Corporations", "income of the Corporation" or

any term with identical significance in the financial statements".



Qualification

Form J

The Tender Committee is requested to define the term "Going

Concern Notice" as follows: "notice regarding significant doubts

to the existence of the Corporation as a “Going Concern" as

defined in accordance with Accounting Standard No. 58 of the

Israeli CPA".


87. Section 4 of Pre- The Tender Committee is requested to replace the "last audited Section 4 of the Invitation for Pre-Qualification



Qualification

Form J

annual financial statements and the last reviewed financial

statements" with the following: "the audited annual financial

statements and the reviewed condensed consolidated interim

financial statements (unaudited) as at [____]".

Form J will be amended as follows:

"We hereby declare that no “Going Concern

Notice” was included in the last audited annual

financial statements and the last reviewed

financial statements audited annual financial

statements and the reviewed condensed

consolidated interim financial statements

(unaudited) dated 31/12/2017 of the Corporation."


Form J; I1

The Tender Committee is requested to change the amounts in the

forms to: _____ thousand NIS (similar to the manner in which the

amounts are reported in the company's financial statements)




Form J

Please confirm that the Form will be addressed to the

Participant/Member, instead of the Israel Electric Corporation Ltd.


90. Section 2-7 of

Pre-Qualification

Form J

Please confirm that the audit financial statement in Sections 2-7

refers to the audited consolidated financial statements of the

Participant/Member.


91. Section 3.4; 3.5

of Pre-

Qualification

Form J

Please confirm that Section 3.4 and/or Section 3.5 may be deleted

by the Participant auditor, in case that the Participant/Member is

not a "Financial Entity" or a "Private Equity Fund".



Pre-Qualification

Form J

Please note that it is impossible to provide an auditor certification

as to the amount true to 14 days prior to January 10, 2019 based on

audited financial statements that were audited up to a different

date. We suggest that the confirmation with respect to the date

that the audited financial statements refer to.

Section 3.5.1 of Pre-Qualification Form J will be

deleted.



93. Section 19 of

Pre-Qualification

Form K

In accordance with question No. 1 above, and the wording of

Section 11.9 to Form D (The Related Entity), please replace

Section 19 with the following: "We do not employ or engage any

of the Advisors to the Tender Committee detailed in Appendix

"4" of the Invitation, for the purpose of the Pre-Qualification

Procedure.


request. Pre-Qualification Form K will be


94. Section 4, 5, 6 of

Pre-Qualification

Form L

The Tender Committee is requested to clarify that the

requirements detailed in Sections 4, 5 and 6 of Form L do not

apply on the JV participating in the PQ, which is yet to be

incorporated. In accordance with Section 5.1.1 to the Invitation for

Pre-Qualification, the Participant may be a JV, which will be

incorporated later in the Tender Process. Since the JV, which is

not yet incorporated, does not keep accounts books, or comply

with provisions of Section 2B1 of the Transactions with Public

Entities Law, and so forth – the Tender Committee shall clarify

that those obligations should not apply on the JV.



Acknowledgment of Receipt

To: Mr. Amir Livne, VP

Head of strategy and restructure process

Tender Committee

The Israel Electric Company Ltd.

Email: [email protected]

Re: Invitation for Pre-Qualification – Alon Tavor

Addendum No. 3

Pursuant to the provisions of Section 4.7.4 of the Invitation for Pre-Qualification, we hereby

acknowledge receipt of Addendum No. 3.

___________________________________ __________________________________

Name of the Participant Name and signature of the Participant's

Authorized Representative