Addendum No. 1 - נת"ע - נתיבי תחבורה עירוניים – Metropolitan Mass Transit...

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NTA Metropolitan Mass Transit System #1061510 Signaling and Train Control Addendum no. 1 Page 1 of 37 Date: 13 th June 2017 #1061510 To: All Bidders Re: Tender 055/2017 for the Signaling and Train Control of the Red Line Project Addendum No. 1 Addendum no. 1 is issued for inclusion into the tender document. Please note the following amendments to the documents: General note: Please note that due to the correction of a technical error, some of the section numbers throughout the documents have been updated and may have changed. 1. Volume 1, Part I, ITB and BDS 1.1. In Clause 2.3 - Mandatory Industrial Cooperation remove Sub- Clause 2.3.3 and replace with the following: 2.3.3" Following the first stage of the Evaluation Process, NTA shall forward to the ICA for its assessment Envelope 3 (Foreign Contractor's Industrial Cooperation Undertaking) of those Bidders whose Bids were found to comply with the Threshold Requirements and the Bidding Documents." 1.2 In Clause 2.3 Mandatory Industrial Cooperation renumber Sub- Clause 2.3.3 as 2.3.4 and make the following amendments. "2.3.4" The signature by NTA of the Agreement with the Successful Bidder shall be subject to the approval of ICA that the fulfillment program meets the terms and conditions stipulated in the Industrial Cooperation Regulations. The assessment of the Industrial Cooperation undertaking and the fulfillment program will be conducted by ICA following the Letter of Award with respect to the Successful Bidder. Further to the Letter of Award,

Transcript of Addendum No. 1 - נת"ע - נתיבי תחבורה עירוניים – Metropolitan Mass Transit...

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 1 of 37

Date: 13th June 2017

#1061510

To:

All Bidders

Re: Tender 055/2017 for the Signaling and Train Control of the Red Line Project

Addendum No. 1

Addendum no. 1 is issued for inclusion into the tender document. Please note the

following amendments to the documents:

General note: Please note that due to the correction of a technical error, some of the

section numbers throughout the documents have been updated and may have

changed.

1. Volume 1, Part I, ITB and BDS

1.1. In Clause 2.3 - Mandatory Industrial Cooperation – remove Sub-

Clause 2.3.3 and replace with the following:

“2.3.3" Following the first stage of the Evaluation Process, NTA shall

forward to the ICA for its assessment Envelope 3 (Foreign

Contractor's Industrial Cooperation Undertaking) of those

Bidders whose Bids were found to comply with the Threshold

Requirements and the Bidding Documents."

1.2 In Clause 2.3 – Mandatory Industrial Cooperation – renumber Sub-

Clause 2.3.3 as 2.3.4 and make the following amendments.

"2.3.4" The signature by NTA of the Agreement with the Successful

Bidder shall be subject to the approval of ICA that the fulfillment

program meets the terms and conditions stipulated in the

Industrial Cooperation Regulations. The assessment of the

Industrial Cooperation undertaking and the fulfillment program

will be conducted by ICA following the Letter of Award with

respect to the Successful Bidder. Further to the Letter of Award,

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the Successful Bidder shall promptly submit to the ICA any

additional information with respect to its fulfillment program, as

is and as shall be required by the ICA. All such submissions to the

ICA, further to the Letter of Award, will be made by the Bidder

directly to the ICA and in coordination therewith.

1.3 In Clause 2.3 – Mandatory Industrial Cooperation – renumber Sub-

Clause 2.3.4 as 2.3.5 and make the following amendments.

"2.3.5" In the event that during the course of the ICA's examination of a

Bidder's undertaking and/or fulfillment program, it shall be found

that these fulfillment program is are not in compliance with the

ICA's requirements and/or with applicable regulations, the Bidder

will be obliged to make amendments to its fulfillment program in

accordance with the instructions of the ICA.

1.4 In Clause 2.3 – Mandatory Industrial Cooperation – renumber Sub-

Clause 2.3.5 as 2.3.6 and make the following amendments.

"2.3.5" In the event that a Bidder does not amend its undertaking and/or

fulfillment program in accordance with the ICA's requirements,

NTA may, at its sole discretion, disqualify its Bid.

1.5 In Clause 3.8 – Sealing and Marking of the Bid –in Sub-Clause 3.8.3

make the following changes:

"3.8.3" For the avoidance of doubt it is clarified that the Threshold

Requirements, the Price Proposal and the ICA Submission shall

each be submitted in a separate envelope, as set forth in Clause

5.4 5.4, 5.4.2

1.6 In Clause 5.4 – Separation of Contents amend Sub-Clause 5.4.1 (n)

and 5.4.2 as follows

"5.4.1 Contents of Envelope 1 (General Information and Threshold

Requirements"

(n) Bidding Form D – Related Entity / Parent Company Information and

Undertaking

"5.4.2 Contents of Envelope 2 (Price Proposal)"

Envelope 2 (Price Proposal), shall consist of

(a) Price Proposal Form

(a) Fin 1 – Price Proposal Instructions

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(c) Appendix 1 – Price Proposal Excel Datasheets

(b) Fin 2 Price Ajustment Adjustment and Indexation Instructions

(e) Appendix 1 - Price Adjustment and Indexation Form

1.7 In Clause 6 – THE PRICE PROPOSAL amend Sub-Clause 6.2 as

follows:

"6.2 The price items within the Price Proposal are as follows"

6.2.1 Construction price items:

(a) Signaling and Train Control

(b) Railway Scheduling System

(c) Initial Capital Investment Payment

(c)(d) Additional LRV's Option (Single Cab Vehicle)

6.2.2 Maintenance price items:

(a) Start Up Payment

(b) Initial Capital Investment Payment

(c)(b) Monthly Maintenance Payment for Period 1

(d)(c) Monthly Maintenance Payment for Period 2

(e)(d) Monthly Maintenance Payment for Period 3

(f)(e) Additional LRVs Maintenance Option - not to be priced by

the Bidder but priced automatically by the Excel Sheet

1.8 In Clause 7 – EXAMINATION AND EVALUATION OF THE BIDS

amend Clause to include reference as follows:

The evaluation of the Bids will be carried out by NTA in stages in

accordance with the provisions of the Bidding Documents, internal

procedures and in accordance with the provisions of Clause 8 (General

Provisions Relating to the Examination and Evaluation of the Bids) (the

"Evaluation Process")

1.9 In Clause 7 – EXAMINATION AND EVALUATION OF THE BIDS

amend Sub-Clause 7.2 as follows:

"7.2 Second Stage of the Evaluation Process – Evaluation of the

Price Proposal"

During the second stage of the Evaluation Process, NTA shall open

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Envelope 2 (Price Proposal) of Bidders whose Bids were found to

comply with the requirements of the Bidding Documents, pursuant

to Stage one above, and shall evaluate such Bidders' Price

Proposals.

The foregoing shall not be construed as derogating from NTA's

general prerogative to disqualify Bids which contain unreasonable

Price Proposals as established by Law or by the Israeli courts.

For the sole purpose of the Bid evaluation, all prices in foreign

currency shall be converted to ILS, in accordance of the instruction

to Price Proposal - Excel Datasheet (Volume 1, Part III).

The total weighted price ("TWP") of each Bidder will be

determined in accordance with the following calculation:

TWP = TCP + ICI + O1 + TMP

Where

TCP Total Construction Price, which shall be calculated as the

total proposed Costruction Construction Prices for the following

items:

1. Signaling and Train Control (S&TC)

2. Railway Scheduling Systems (RSS)

So that:

TCP = S&TC + RSS

ICI Initial Capital Investment, for the procurement of Initial

Spare Parts that are required for the full and complete

compliance with RAMS Targets and operation of the S&TC

Systems of the Red Line Project during the first six months

of commercial operation services.

O1 Proposed price for the Additional LRVs Option which shall

be the value of the option to purchase, supply, installation,

test and delivery of 30 additional S&TC systems for

additional Vehicles according to the following formula:

O1 = min {(TCP*5%), (SLRV*30)}

SLRV Price for S&TC System for Single cab Vehicle.

TMP Total Maintenance Price which shall be calculated as

follows:

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TMP = SP + ICI + MPV1 + MPV2 + (MPV3*0.5)

Where

SP Start-Up Payment, for maintenance activities during pre-

operations period (as defined in the Maintenance

Agreement).

ICI Initial Capital Investment, for the procurement of Initial

Spare Parts that are required for the full and complete

operation of the Systems of the Red Line Project (as defined

in the Maintenance Agreement).

MPV1 The present value of expected maintenance monthly

payments, during years 1-5 of commercial operation for the

Maintenace Maintenance Services (“Period 1”), as defined

in the Maintenance Agreement.

MPV2 The present value of expected maintenance monthly

payments, during years 6-10 of commertial commercial

operation for the Maintenance Services (“Period 2”), as

defined in the Maintenance Agreement.

MPV3 The present value of expected maintenance monthly

payments, during years 11-16 of commertial commercial

operation for the Maintenance Services (“Period 3”), as

defined in the Maintenance Agreement.

For the sole purpose of the Bid evaluation, the value of

MPV3 is factored by a rate of 50% to reflect a theoretical

probability of exercising the option of extending the

Maintenance Services to Period 3 the last maintenance

period.

1.10 In Clause 8 – GENERAL PROVISIONS RELATING TO

EXAMINATION AND EVALUATION OF THE BIDS amend Sub

Clause 8.1 as follows:

"8.1 General"

NTA distinguishes between the Bidders compliance upon the

Submission Date with the respective Thresholds Requirements set

forth under Part II and the documentation intended to demonstrate

such compliance. Accordingly, NTA may determine a Bidder has

in fact met the Threshold Requirements also in the event supporting

documentation were furnished by it after the Submission Date

provided however such documentation proves the Bidder had met

the respective Threshold Requirement by the Submission Date.

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NTA therefore reserves its right to request, at its sole discretion,

additional documentation to be submitted for the purpose of

determining compliance with any of the requirements set forth

under Volume 1 including the Threshold Requirements set forth

under Part II also in the event such documentation - which

demonstrated the Bidder's compliance upon the Submission Date -

was prepared pursuant thereto.

In addition, and without derogating from NTA's right to require any

clarifications to the Bid, as set forth in this Part I, NTA may

consider any information included in the Bid for the purpose of

determining the Bidder's compliance with any requirement set forth

under Volume 1, also in the event such information has not been

indicated specifically in correspondence to in the cite

corresponding with the respected requirement.

1.11 In Annex B – List of Entities Excluded for Employment by the Bidder

remove the entire annex and replace with the following:

1. WSP

2. Raved, Magriso, Benkel & Co. Advocates & Notaries.

3. EGIS Group (EGIS Rail\ EGIS Tunnels\ EGIS Consulting –

subsidiary of Caisse des Depots et Consignations and Iosis

Partenaires).

4. Delcan Corporation

5. Parsons Transportation Group (PTG)

6. (Parsons) DeLeuw Cather

7. Muller-Schnabel-Zachar Consulting Engineers.

8. Arganuy.

9. Northcroft.

10. BLK & Co

11. Ardanuy Ingenieria, S.A.

12. Hamburg Consult Gmbh.

13. ZetaTech Consulting / Zeta – Tech Associates Inc. / Harsco

Rail (Harsco Corporation).

14. LDK Consultants

15. Tadmor & Co. Yuval Levy & Co

16. Shenhav & Co. Advocates & Notary.

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17. Weinstock Zecler & Co. Law Offices

18. Y. Arnon & Co. Law firm

19. Schnabel Engineering Consults Inc.

20. Lustig

21. Doron Lang

22. Liacom

23. Integrated Transportation

24. Amir Mann

25. Oren Artal EMC

26. Dr. Elia Ben – Shabat - Transportation, Traffic Engineering

and Control

27. Uri Orland Risk Management Consultants Ltd.

28. MTRS3 Limited

2. Volume 1, Part II, Threshold Requirements

2.1 In Clause 2.1 amend Sub-Clause 2.2.1 as follows:

"2.2.1 Related Entity"

For the purpose of compliance with the Professional Threshold

Requirements the Bidder may seek to rely on the professional experience

of any of the following:

i A corporate entity which exercises Control over the Bidder.

ii A corporate entity which is controlled by the same corporate

entity controlling the Bidder.

iii A corporate entity Controlled by the Bidder.

(each of the entities identified under Sub-Clauses 2.2.1 (i) to 2.2.1 (iii)

shall be referred to hereinafter as: "Related Entity"), provided that such

Related Entity duly signs Bidding Forms B2 and D (Related Entity/Parent

Company Undertaking).

2.2 In Clause 3.7 – Financial Threshold Requirements – Demonstration

by reliance on Parent Companies amend Sub-Clause 3.7.1 as follows:

"3.7.1"

For the Purpose compliance with the Financial Threshold Requirements,

the Bidder, may seek to rely on its Parent Company, provided that the

Parent Company duly signs Bidding Forms B1, B2, B3 and D.

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2.3 In Clause 5 – General Threshold Requirements add a new Sub-Clause

5.4 as follows:

"5.4 – Mandatory Industrial Cooperation"

The Bidder has provided within its Bid an undertaking to comply with the

Mandatory Tenders Regulations (Mandatory Industrial Cooperation) 5767

– 2007 in the event of a Successful Bid, in accordance with the forms

provided in Part III (Bidding Forms and Price Proposal).

2.4 IN PART B – DEMONSTRATING COMPLIANCE WITH THE

THRESHOLD REQUIREMENTS AT CLAUSE 3 - BIDDER'S

GENERAL INFORMATION renumber Sub-Clause 2.4 and add a

new Sub-Clause 3.5 as follows:

"2.3.4" A receipt or other approval of NTA, testifying the payment of the

Participation Fee.

3.5 A completed set of the forms included under cover of Envelope 3

(Foreign Contractor’s Industrial Cooperation Undertaking).

3. Volume 1, Part III - Bidding Forms and Price Proposal

3.1 Add the entire Volume 1 Part III attached hereto as Appendix 1.

4. Volume 2, - Agreement

4.1 In Volume 2, Signaling and Train Control Agreement - Clause 2 -

Definitions; Interpretations please amend the definitions shown below

and add a new definition as follows:

“Design Documentation”

All design documentation (including without limitation all draft and final

drawings, specifications, Operation and Maintenance Manuals,

Maintenance Services Plan, designs, "As Built" drawings, models,

samples, patterns, calculations, independent verification reports, test

reports, translations and any other supporting documentation, in computer

readable and other written forms, which the Contractor or any other person

or entity on its behalf is required to prepare in connection with the Works

and pursuant to this Agreement, the Employer’s Requirements and the

Technical Specifications

“Law”

All national laws, statutes, ordinances, regulations, orders and any by-laws

of any legally constituted public authority, including municipal by-laws,

procedures and permits, directives, specifications, standards, safety

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requirements and decisions of any Ministry or Department of the

Government of Israel and all rules, applicable standards and administrative

orders in effect in the State of Israel, and all as may be amended and

updated from time to time, whether they are expressly mentioned in the

Contract Agreement or not.

“Maintenance Services Plan”

A detailed plan for the performance of the maintenance and servicing of

the Systems, including all parts and components thereof, prepared by the

Contractor and approved by the Maintenance Contractor and the Engineer,

all in accordance with Volume 3 Chapter 7.

4.2 In Volume 2, Signaling and Train Control Agreement - Clause 3 –

Agreement Documents: Conflict and Priority please amend Sub-

Clause 3.6 as follows:

"3.6"

The Contractor shall be bound by his Bid as accepted by the Employer,

unless otherwise instructed by the Engineer, and is required to execute the

Works in accordance therewith, in so far as the Contractor's obligations

under the tender are greater or stricter than the obligations required in the

other Contract Agreement documents.

4.3 In Volume 2, Signaling and Train Control Agreement - Clause 7 –

Performance of the Works General please amend Sub-Clause 7.24 as

follows:

"7.24 – Operations and Maintenance Manuals"

7.24.1 - The Contractor shall prepare, submit and provide the Employer

with all Operations and Maintenance Manuals and Maintenance Services

Plan in accordance with the provisions of Volume 3 Chapter 31.

7.24.2 - The Contractor shall ensure that all Operations and Maintenance

Manuals are consistent with the configuration of the Works of the Red

Line and ensure that the Operations and Maintenance Manuals and

Maintenance Services Plan are kept updated, up to the expiration of the

Defects Liability Period.

4.4 In Volume 2, Signaling and Train Control Agreement - Clause 13 –

Take Over please amend Sub-Clause 13.1 as follows:

"13.1"

After the successful completion of all Tests related to the Works

pertaining to the Red Line Project as a whole, as shall be evidenced in the

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test reports, and the commencement of commercial operation services, and

provided that the Works are free from any Failure (other than Excluded

Failures) and defects (other than Minor Defects), the Contractor will

submit for the Engineer’s execution (with a copy to the Employer), a

Take-Over Certificate in the form set out in Annex 4 signed by the

Contractor.

13.1.1 - The Engineer shall execute the Take-Over Certificate within forty-

five (45) days of submission by the Contractor of the Take-Over

Certificate, provided:

i. All Works have been completed in full in accordance with the

Agreement

ii Commercial operation services have commenced

iii The Initial Spare Parts have been delivered to the Maintenance

Contractor and are safely in their designated storage location.

ii iv All Deliverables have been received and accepted by the Employer

in accordance with Volume 3 Chapter 31. For the avoidance of

doubt, nothing stated herein shall derogate from the Contractor's

obligations to deliver any Deliverables which it is required to

provide during the performance of the Works (including during the

conducting of the Tests) and prior to the Take-Over Certificate, in

accordance with this Agreement and/or in accordance with Good

Industry Practice. The Contractor is obliged to keep and maintain at

least one complete copy of all of the document Deliverables and

shall furnish the Engineer and/or the Employer with a copy of any

such document Deliverables upon request by the Engineer.\

iii v The Escrow Agreement with respect to the applicable Escrow

Materials has been signed in accordance with Sub-Clause 24.8.

iv vi The Defects Liability Guarantee has been provided to the Employer,

unless otherwise instructed by the Engineer in accordance with

Clause 13.3 below.

v vii The Engineer shall not be required to execute the Take-Over

Certificate until the Maintenance Contractor has provided the

maintenance guarantee to the Employer in accordance with the

provisions of the Maintenance Agreement.

13.1.3 - The execution of the Take-Over Certificate shall not be deemed as

an approval by the Employer with respect to: (i) Contractor's

representations/documents pertaining to the Works which are incorrect

and/or incomplete; (ii) any deficiency and/or incompatibility and/or failure

to meet an obligation.

13.1.4 - Following the execution of the Take-Over Certificate, the Red

Line in its entirety will become operational and the Contractor shall refrain

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from unnecessarily obstructing and/or impeding the operation of the Red

Line, including the integration with other lines

4.5 In Volume 2, Signaling and Train Control Agreement - Clause 15 –

Passage of Title please amend Sub-Clause 15.2.1 and add a new Sub-

Clause 15.2.2 as follows:

15.2.1 - The ownership and title to each part of the Works and any part

thereof shall fully pass to the Employer free and clear of all security

interests, liens, attachment, encumbrance and any other rights or claims of

any kind of any third party, upon the earlier of: (i) payment for such

Deliverable; or (ii) arrival of such Deliverable to Israel or with respect to

systems to be installed in Vehicles - arrival of such Deliverables to the

Vehicle's supplier at its facility. The passing of title to and vesting of

ownership rights with the Employer shall be without prejudice to any right

that may accrue to the Employer under this Agreement and without

derogating from the provisions of Clause 15.1 and/or any other obligation

of the Contractor under this Agreement

15.2.2 - The Contractor undertakes not to grant, at any time, any security

interest of any degree (whether fixed or floating), including without

limitation any charge, encumbrance, debenture or any other rights or

claims, to or with respect to any of the Works, or any part thereof.

4.6 In Volume 2, Signaling and Train Control Agreement please add a

new Clause 15 A as follows:

"15 A – Initial Spare Parts"

A list of Spare Parts and Initial Spare Parts shall be prepared by the

Contractor in accordance with Volume 4 Technical Specifications, Part IX

(Scope of Works) and submitted by the Contractor for the approval of the

Engineer in accordance with the provisions of Volume 3 Chapter 7.

The Initial Spare Parts, as particularized in such list, shall be procured by

the Contractor and delivered to their designated location on Site (as

approved by the Engineer). Such delivery shall be completed by the

Contractor by no later than the commencement of commercial operation

services and as a pre-condition to the Take-Over Certificate.

Upon such completion of delivery of the Initial Spare Parts, as shall be

approved by the Engineer, the Contractor shall be entitled to the payment

of the Initial Capital Investment as appears in its Price Proposal.

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4.7 In Volume 2, Signaling and Train Control Agreement - Clause 20–

Extension of Time please ad a new Sub-Clause 20.2.5 as follows:

It is explicitly agreed that the Contractor shall not be entitled to any

prolongation costs or any compensation whatsoever in the event of a delay

of up to two months between the successful completion of all Tests (in

accordance with Volume 3 Chapter 32 as shall be approved by the

Engineer) and the commencement of commercial operation services. In the

event of such delay in the commencement of commercial operation

services, the Contractor shall only be entitled to compensation with respect

to the period which exceeds the initial two months of delay (if any and if

such event constitutes a Qualifying Event of Delay).

4.8 In Volume 2, Signaling and Train Control Agreement please add a

new Clause 23 A as follows:

"23 A – Joint and Several Obligations – Related Entity / Parent

Company Undertaking"

In the event that the Contractor relied on the professional experience of a

Related Entity and/or the financial robustness of a Parent Company in

order to demonstrate compliance with the Threshold Requirements, such

Related Entity / Parent Company is required to guarantee the obligations

of the Contractor all in accordance with the Related Entity / Parent

Company Undertaking submitted as part of the Bid.

For avoidance of doubt, it is clarified that the Related Entity / Parent

Company Undertaking shall expire upon the fulfilment of all of

Contractor's obligations in accordance with this Agreement.

Execution of the Related Entity / Parent Company Undertaking shall not

derogate from the Employer's rights to any other remedy under the

Agreement or Law, including the Employer's right to terminate the

Agreement, nor shall it relieve the Contractor from any of its liabilities and

obligations under this Agreement.

The rights of the Employer under the Related Entity / Parent Company

Undertaking shall be assignable in the event the Employer assigns its

rights under this Agreement.

The Related Entity / Parent Company shall not be entitled to assign or

transfer its obligations under the Related Entity / Parent Company

Undertaking.

4.9 In Volume 2, Signaling and Train Control Agreement Clause 24 –

Proprietary Information please amend Sub-Clause 24.1 as follows:

"24.1 – Ownership of Information"

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24.1.1 - It is hereby declared The Contractor hereby represents, warrants

and declares that other than Licensed Proprietary Information, all material

and information collected or developed by the Contractor throughout the

performance of the Works or related thereto, including the Design,

Operation and Maintenance Manuals, Maintenance Services Plan, all

documents, drawings, opinion papers, analyses, ideas data, assessments,

pre-final copies and any other written or unwritten product of the Works

(the “Work Products”), shall belong solely to the Employer and be

deemed the Employer’s Proprietary Information. The Contractor waives

for the benefit of the Employer (or anyone on its behalf) any claim for

moral rights or similar intellectual property rights regarding the Work

Products, and neither the Contractor nor anyone on its behalf, including

employees, Subcontractors etc., will have any claim or right (including any

intellectual property or moral right) with respect thereto, except the right to

indicate its name on the applicable Work Products.

4.10 In Volume 2, Signaling and Train Control Agreement Clause 29 –

Insurance please amend Sub-Clause 29.1 as follows:

"29.1 – Employers Insurance"

Without derogating from the Contractor's liabilities, obligations or

indemnities otherwise assumed by the Contractor under this Contract

Agreement or any Law, the Employer shall provide the following

insurance policies (in accordance with Annex 15) which shall be issued in

respect of the execution of the Works

4.11 In Volume 2, Signaling and Train Control Agreement Clause 29 –

Insurance please amend Sub-Clause 29.3 as follows:

"29.3 – Application of Proceeds"

29.3.2 – If the Employer determines that Reinstatement Proceeds shall not

be applied towards the repair, reconstruction or replacement of the Works

then the Employer shall be deemed to have terminated the Contract

Agreement for convenience pursuant to Clause 31.6 [Termination by

Employer for Convenience]

4.12 In Volume 2, Signaling and Train Control Agreement Clause 29 –

Insurance please amend Sub-Clause 29.5 as follows:

"29.5 – General requirements for Contractors Insurance"

29.5.5 – If the Contractor fails to effect and keep in force any of the

insurances it is required to effect and maintain under the Contract

Agreement or fails to provide satisfactory evidence and copies of policies

in accordance with this Clause 29.5 then the Employer may (at its option

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and without prejudice to any other right or remedy) effect insurance for the

relevant coverage and pay the premiums due. The Contractor shall pay the

amount of these premiums to the Employer by an adjustment to the

Consideration.

4.13 In Volume 2, Signaling and Train Control Agreement Clause 37 –

Claims please amend Sub-Clause 37.1 as follows:

"37.1 – Contractors Claims"

37.1.7 c) – such claim, or any part thereof, has not been reasonably

substantiated as due under the relevant provision of the Contract

Agreement. Unless and until the particulars supplied are sufficient to

substantiate the whole of the claim, the Contractor shall only be entitled to

payment for such part of the claim as he has been able to substantiate, all

as shall have been approved by the Engineer's Decision

37.1.11 – The Engineer's Decision shall be binding and promptly given

effect, unless and until it shall be revised in an amicable settlement or an

arbitration decision as described below. Unless the Agreement has already

been abandoned, repudiated or terminated, the Contractor shall continue to

proceed with the Works in accordance with the Contract Agreement.

5. Volume 2 – Agreement Annexes

5.1 In Volume 2, Signaling and Train Control Agreement –Annex 3 -

Contractual Milestones delete the entire annex and replace with the

following

“Annex 3 – Contractual Milestones”

Annex 3 - Contractual Milestones S&TC Contract Milestones

ID Name Description

NTA

Milestones

(weeks/access

dates/T&C)

Weeks

Delay

Damage

NIS/day

S&TC-

01 NTP Notice to Proceed (NTP) 0

S&TC-

02

Completion of

coordinated

design for

Rolling Stock

Acceptance by the

Engineer of the

coordinated designs for all

S&TC systems to be

installed on Rolling Stock.

(Coordinated designs

defined in Volume 3, Part

NTP + 24 15,000

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Annex 3 - Contractual Milestones S&TC Contract Milestones

ID Name Description

NTA

Milestones

(weeks/access

dates/T&C)

Weeks

Delay

Damage

NIS/day

VIII, Chapter 4)

S&TC-

03

Completion of

coordinated

design for

Kiryat Arye

Depot

Acceptance by the

Engineer of the

coordinated designs for all

S&TC systems to be

installed in Kiryat Arye

Depot. (Coordinated

designs defined in Volume

3, Part VIII, Chapter 4)

NTP + 36 4,000

S&TC-

04

Completion of

coordinated

design for

Stations

Acceptance by the

Engineer of the

coordinated designs for all

S&TC systems to be

installed in the Stations.

(Coordinated designs

defined in Volume 3, Part

VIII, Chapter 4)

NTP + 36 4,000

S&TC-

05

Completion of

coordinated

design for Red

Line Tunnels

Acceptance by the

Engineer of the

coordinated designs for all

S&TC systems to be

installed in the Tunnels.

(Coordinated designs

defined in Volume 3, Part

VIII, Chapter 4)

NTP + 36 4,000

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 16 of 37

Annex 3 - Contractual Milestones S&TC Contract Milestones

ID Name Description

NTA

Milestones

(weeks/access

dates/T&C)

Weeks

Delay

Damage

NIS/day

S&TC-

06

Deliver and

install

equipment

from system to

RS First 3 LRV

(for installation

& testing)

Delivery and installation

completed and accepted by

the Engineer of the first 3

LRV sets (2 x 1-cab units,

1 x 2-cab) of S&TC

onboard equipment and

required infrastructure

signaling to the Rolling

Stock Suppliers factory.

NTP + 66 15,000

S&TC-

07

Complete

S&TC for

China Test

Track

Completion of all S&TC

equipment required for

commencement of the

5,000 km LRV supplier

testing at the China Test

Track.

NTP + 71 8,000

S&TC-

08

Depot

Readiness for

Test Running

Completion of Kiryat Ayre

Depot test track & stabling

to be ready for receiving

and Test Running new

Rolling Stock vehicles

S&TC-AD-

1 +

(Annex 2)

11 8,000

S&TC-

09

OCC

Operational

Readiness

Completion of all S&TC

systems at the OCC

required for Operational

Readiness.

NTP +

(Target date

is

14/May/20)

117 4,000

S&TC-

10

Completion of

Test Running –

End-to End

Successful completion and

acceptance by the

Engineer of Phase 6 (Test

Running) as defined in

Chapter 32 [Testing &

Commissioning], Volume

3

NTP +

(Target date

is 8/July/21)

171 15,000

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Annex 3 - Contractual Milestones S&TC Contract Milestones

ID Name Description

NTA

Milestones

(weeks/access

dates/T&C)

Weeks

Delay

Damage

NIS/day

S&TC-

11

Completion of

Trial Running,

commencement

of Commercial

Operation

Services and

issuance of

Take-Over

Certificate

Successful completion and

acceptance by the

Engineer of Phase 7 (Trial

Running) as defined in

Chapter 32 [Testing &

Commissioning], Volume

3, and commencement of

Commercial Operation

Services, including the

delivery of the Initial

Spare Parts (Volume 4,

Part IX) to achieve the

Take-Over Certificate.

S&TC-10 + 14 0

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#1061510 – Signaling and Train Control Addendum no. 1 Page 18 of 37

5.2 In Volume 2, Signaling and Train Control Agreement –Annex 4 – Take over

Certificate Form delete the entire annex and replace with the following

“Annex 4 Take Over Certificate Form”

To

NTA – Metropolitan Mass Transit Systems Ltd. ("Employer") ________________

("Engineer")

Azrieli Center,

Holon 1 Building A, 9th floor 26 Harokmim St.

Holon

[Fill in the Engineer's details]

Dear Sir / Madam,

Re: Signaling and Train Control of the Red Line Agreement - Take-Over Certificate

Form

All terms used herein shall have the meaning ascribed to such terms in Agreement No.

[_______] Signaling and Train Control of the Red Line Project Agreement unless

specifically provided otherwise herein.

The undersigned hereby makes the following representations and warranties:

1. The Works of the Red Line as a whole have been completed in full in accordance

with all of the requirements of the Agreement and are free from any Failure (other

than Excluded Failures).

2. All Tests related to the Works pertaining to the Red Line Project as a whole have

been completed successfully.

3. Commercial Operation Services have commenced.

4. Initial Spare Parts have been delivered in accordance with the Agreement.

5. All Deliverables, regarding the Works of the Red Line as a whole have been

delivered by the undersigned to the Employer and/or the Engineer in accordance

with all of the requirements of the Agreement.

6. The Escrow Agreement with respect to the applicable Escrow Materials has been

signed.

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 19 of 37

7. The undersigned acknowledges that the Employer and/or the Engineer rely on the

above representations and warranties in its decision regarding taking-over of the

Works pertaining to the Red Line Project as a whole.

Contractor’s Signature: Date:

Take-Over Certificate

Based on the above representations and warranties and without derogating from the

provisions of the Agreement, we hereby execute the Take-Over Certificate for the Works

pertaining to the Red Line Project as a whole, subject to the following conditions and/or

Minor Defects:

1.

2.

3.

The Maintenance Guarantee has been provided to the Employer.

Until the Engineer certifies the rectifications or the completion of the above:

the Performance Guarantee shall not be reduced or replaced with the Defect Liability

Guarantee;

or

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#1061510 – Signaling and Train Control Addendum no. 1 Page 20 of 37

The Contractor has replaced the Performance Guarantee with the Defects Liability

Guarantee and has furnished the Employer with an additional Guarantee in the

amount of ___________ (the estimated amount required for the rectification of the

Minor Defects).

It is clarified that the issuance of this Take-Over Certificate shall not be deemed as an

approval by the Employer and/or the Engineer with respect to: (i) Contractor's

representations/documents pertaining to the Works which were incorrect and/or

incomplete; (ii) any deficiency and/or incompatibility and/or failure to meet any

obligation under the Agreement.

Engineer’s Signature: Date:

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 21 of 37

5.3 In Volume 2, Signaling and Train Control Agreement –Annex 6 – payment

Milestones delete the entire annex and replace with the following

“Annex 6 – Payment Milestones”

A.P. – Advance Payment.

A.P.G. – Advance Payment Guarantee.

TCP – Total Construction Price.(excluding ICI)

MS Milestone

Description

Definition of completion of

Milestone

Milestone Value

before A.P. deduction (as a % of

TCP, excluding

ICI)

Milestone Value after

A.P. deduction (as a % of

TCP, excluding

ICI)

A.P.G Adjustment (as a % of TCP, excluding ICI)

0 Advance Payment 15.00%

1 Management Plans and Time Schedule

Management Plan and Time Schedule is defined in Volume 3, Part VIII, Chapter 7

0.05% 0.04% 0.01%

2 Design 20.96% 17.47%

2.1 Design - Signaling and Train Control 19.52% 16.26%

2.1.1 Stage 1 Initial Design Packages

Acceptance of the Stage 1, Initial Design Packages (Stage 1 designs defined in Volume 3, Part VIII, Chapter 4)

2.93% 2.44% 0.49%

2.1.2 Stage 2 Coordinated Design Packages

Acceptance of the Stage 2, Coordinated Design Packages (Stage 2 designs defined in Volume 3, Part VIII, Chapter 4) - for every sub-clause in clause 2.1.2 (Stage 2 Coordinated Design Packages)

7.81% 6.51%

2.2.1

Completion of the coordinated design for all systems to be installed on Rolling Stock

3.12% 2.60% 0.52%

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#1061510 – Signaling and Train Control Addendum no. 1 Page 22 of 37

2.2.2

Completion of the coordinated design for all systems to be installed in Kiryat Arye Depot

1.56% 1.30% 0.26%

2.2.3

Completion of the coordinated design for all systems to be installed in Stations

1.56% 1.30% 0.26%

2.2.4

Completion of the coordinated design for all systems to be installed in Tunnels

1.56% 1.30% 0.26%

2.1.3 Stage 3 Detailed Technical Design Packages

Acceptance of the Stage 3, Coordinated Design Packages (Stage 3 designs defined in Volume 3, Part VIII, Chapter 4)

3.90% 3.25% 0.65%

2.1.4 Stage 4 Construction Design Packages

Acceptance of the Stage 4, Coordinated Design Packages (Stage 4 designs defined in Volume 3, Part VIII, Chapter 4)

4.88% 4.07% 0.81%

2.2 Design - Railway Scheduling System (RSS) 1.44% 1.21%

2.2.1 Stage 1 Initial Design Packages

Acceptance of the Stage 1, Initial Design Packages (Stage 1 designs defined in Volume 3, Part VIII, Chapter 4)

0.22% 0.18% 0.04%

2.2.2 Stage 2 Coordinated Design Packages

Acceptance of the Stage 2, Coordinated Design Packages (Stage 2 designs defined in Volume 3, Part VIII, Chapter 4)

0.58% 0.48% 0.10%

2.2.3 Stage 3 Detailed Technical Design Packages

Acceptance of the Stage 3, Coordinated Design Packages (Stage 3 designs defined in Volume 3, Part VIII, Chapter 4)

0.29% 0.24% 0.05%

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 23 of 37

2.2.4 Stage 4 Construction Design Packages

Acceptance of the Stage 4, Coordinated Design Packages (Stage 4 designs defined in Volume 3, Part VIII, Chapter 4).

0.36% 0.30% 0.06%

3 Vehicle Signaling Equipment 20.48% 17.07%

3.1 First Article Inspection (FAI)

Acceptance of First Article Inspection testing for all Onboard S&TC equipment. (FAI is defined in Volume 3, Part VIII, Chapter 32)

2.05% 1.71% 0.34%

3.2 Factory Acceptance Testing (FAT)

Acceptance by the Engineer for the Factory Acceptance Testing (FAT) for all Onboard S&TC system. (FAT is defined in Volume 3, Part VIII, Chapter 32)

2.33% 1.94% 0.39%

3.3 Completion of Static Testing for LRV 1,2,3 (prior to 5,000 km LRV Test Run)

Acceptance by the Engineer for the Completion of the Static Testing of all Onboard S&TC equipment for the first three LRVs (in order to complete the 5,000km testing, based on SAT as defined in Volume 3, Part VIII, Chapter 32)

2.05% 1.71% 0.34%

3.4 Completion of testing in China (5,000 km LRV Test Run)

Acceptance by the Engineer for the completion of the LRV suppliers 5,000km testing for the first 3 LRVs (5,000 km LRV Test Run is defined in Volume 3, Part VIII, Chapter 32)

2.64% 2.20% 0.44%

3.5 Completion of testing in Depot

Acceptance by the Engineer for the completion of the depot Test Track required to commence testing (as defined in Volume 3, Part VIII, Chapter 32)

2.93% 2.44% 0.49%

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#1061510 – Signaling and Train Control Addendum no. 1 Page 24 of 37

3.6 Delivery of Onboard Equipment to China (according to number of LRV equipment delivered - batches of 8)

Acceptance by the Engineer of the delivery of Onboard Equipment to China

4.39% 3.66% 0.73%

3.7

Installation & Testing of Onboard Equipment in China (according to number of LRV equipment installed - batches of 8)

Acceptance by the Engineer for the completion of the S&TC testing and commissioning of all 90 LRVs

4.10% 3.42% 0.68%

4 Wayside Signaling Equipment 47.79% 39.82%

4.1 First Article Inspection (FAI)

Acceptance by the Engineer of the First Article Inspection testing for Wayside S&TC equipment. (FAI is defined in Volume 3, Part VIII, Chapter 32)

4.44% 3.70% 0.74%

4.2 Factory Acceptance Testing (FAT)

Acceptance by the Engineer for the Factory Acceptance Testing (FAT) for the wayside S&TC system for the Depot. (FAT is defined in Volume 3, Part VIII, Chapter 32) - for every sub-clause in clause 4.2 (Factory Acceptance Testing)

4.41% 3.67%

4.2.1 Depot 0.71% 0.59% 0.12%

4.2.2 At Grade South 1.12% 0.93% 0.19%

4.2.3 At Grade East 0.48% 0.40% 0.08%

4.2.4 Tunnel 1.65% 1.37% 0.27%

4.2.5 Control Center 0.22% 0.18% 0.04%

4.2.6 Completion of all FAT 0.22% 0.18% 0.04%

4.3 Installation (50% upon delivery to store in Israel and 50% upon installation)

Acceptance by the Engineer for the completion of the installation of the wayside S&TC equipment - for every sub-clause in clause 4.3 (Installation)

20.49% 17.08%

4.3.1 Depot 4.32% 3.60% 0.72%

4.3.2 At Grade South 5.21% 4.34% 0.87%

4.3.3 At Grade East 2.25% 1.88% 0.38%

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#1061510 – Signaling and Train Control Addendum no. 1 Page 25 of 37

4.3.4 Tunnel 6.67% 5.56% 1.11%

4.3.5 OCC 1.02% 0.85% 0.17%

4.3.6 SCC + DCC 1.02% 0.85% 0.17%

4.4 Site Acceptance Testing (SAT)

Acceptance by the Engineer for the completion of the static testing of the wayside S&TC equipment. (SAT is defined in Volume 3, Part VIII, Chapter 32) for every sub-clause in clause 4.4 (Static Testing)

9.22% 7.68%

4.4.1 Depot 1.57% 1.31% 0.26%

4.4.2 At Grade South 2.48% 2.06% 0.41%

4.4.3 At Grade East 1.07% 0.89% 0.18%

4.4.4 Tunnel 3.64% 3.03% 0.61%

4.4.5 OCC + SCC + DCC 0.46% 0.38% 0.08%

4.5 Dynamic Testing

Acceptance by the Engineer for the completion of the dynamic of the wayside S&TC equipment. (FAT is defined in Volume 3, Part VIII, Chapter 32) - for every sub-clause in clause 4.5 (Dynamic Testing)

9.22% 7.68%

4.5.1 Depot 1.57% 1.31% 0.26%

4.5.2 At Grade South 2.48% 2.06% 0.41%

4.5.3 At Grade East 1.07% 0.89% 0.18%

4.5.4 Tunnel 3.64% 3.03% 0.61%

4.5.5 OCC + SCC + DCC 0.46% 0.38% 0.08%

5 Railway Scheduling System (RSS) 0.72% 0.60%

5.1 Factory Acceptance Testing

Acceptance by the Engineer for the Factory Acceptance Testing (FAT) for the RSS system. (FAT is defined in Volume 3, Part VIII, Chapter 32)

0.72% 0.60% 0.12%

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#1061510 – Signaling and Train Control Addendum no. 1 Page 26 of 37

Initial Capital Investment (ICI) Payment

Notes:

Advance Payment and Advance Payment Guarantee do not apply for the ICI

Payment.

MS Milestone

Description

Definition of completion of

Milestone

Milestone Value (as a

% of ICI)

1 Delivery of all initial Spare Parts

Approval by the Engineer of the delivery of all initial Spare Parts to the designated location

100.00%

6. Volume 2A – Maintenance Agreement & Annexes

6.1 Remove Volume 2A in its entirety and replace with Volume 2A

attached hereto as Appendix 2.

6 Test Running (including Integration with all Other Systems)

Acceptance by the Engineer for the completion of Test Running for the S&TC and RSS. (Test Running is defined in Volume 3, Part VIII, Chapter 32)

6.00% 6.00%

7 Take-over Certificate

Acceptance and final confirmation of the Systems (S&TC and RSS) by the Engineer after completion of Trial Running and issuance of Take-Over Certificate (Trial Running is defined in Volume 3, Part VIII, Chapter 32) and commencement of Commercial Operation Services including the delivery of the Initial Spare Parts (Volume 4, Part IX).

4.00% 4.00%

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 27 of 37

7. Volume 3 – Employers General Requirements

7.1 In Volume 3, Chapter 7 – Management of the Works - Clause 1

Management of the Works amend Sub-Clause 1.2 – Project Control

Documents add the following to Table 1.2 as follows:

"Table 1.2"

Maintenance

Services Plan

Upon commencement of Test Running for

review in accordance with the requirements of

Clause 1.7.1 below

Maintenance

Mobilization

Plan

Upon commencement of Test Running for

review in accordance with the requirements of

Clause 1.7.2 below

7.2 In Volume 3, Chapter 7 – Management of the Works – Add a new

Clause 1.7 – Maintenance Plans and Sub Clause 1.7.1 as follows:

"1.7.1 Maintenance Service Plans”

The Maintenance Services Plan, to be prepared by the Contractor and

submitted for the Engineer’s review upon commencement of Test

Running, shall include the following minimum requirements:

1. The maintenance services to be provided;

2. The maintenance services to be provided for each subsystem and its

associated items of equipment;

3. How those maintenance services will be planned and managed; and

4. How the Contractor envisages the functional relationships between

itself and the Operator, and other maintainers.

5. A list of the Spare Parts and Special Tools, including the Initial

Spare Parts to be provided for the first 6 months of commercial

operation as described in Volume 4, Part IX – Scope of Works.

7.3 In Volume 3, Chapter 7 – Management of the Works – Add a new

Clause 1.7 – Maintenance Plans and sub-Clause 1.7.2 as follows:

"1.7.2 Management of the Maintenance Service including Maintenance

Mobilization Plan”

The Maintenance Mobilization Plan, to be prepared by the Contractor and

submitted for the Engineer’s review upon commencement of Test

Running, shall conform to the minimum requirements specified herein. It

must clearly demonstrate the integration of all members that comprise the

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 28 of 37

Contractor and any Subcontractors into one management structure. Any

subsequent alteration to the Maintenance Mobilization Plan shall require

the prior SONO review of the Engineer before implementation.

1.7.2.1 Contractor's Organization

The Maintenance Mobilization Plan shall contain an Organization Chart

showing the Contractor's Maintenance Services management structure

(including main Subcontractors’ organizations), accompanied by a

narrative describing how each entity will be deployed and integrated in

each phase of the Maintenance Services, defining the responsibilities of

each entity, and detailing how each entity will coordinate its work with

others.

Applicants for various positions in the Contractor's organization shall be

required to undergo a background check and obtain security clearance

before being appointed to the position, as required by Israeli law and by

the person responsible for security on behalf of the Employer. The

Employer shall dictate the required level of security clearance for each

grade of employee, as a function of the associated responsibilities and

sensitivity. The Contractor shall submit names of candidates to the

Engineer before appointing them as part of the Contractor’s organization,

and subsequently the Employer shall transfer the names to the relevant

security agencies, who will perform the background checks. Candidates

found to be unsuitable by the Employer shall not be part of the

Contractor’s organization. These background checks and security

clearance shall be completed well in advance, to ensure the Contractor is

prepared to provide the services on schedule, as defined in the Agreement.

1.7.2.2 Contractors Personnel

The Contractor shall identify all personnel and positions within its

Maintenance Services team that are required to undertake the Maintenance

Services, these personnel shall be identified by name, title, and position in

the Organization Chart. The assigned titles shall reflect the responsibilities,

duties and authority that shall be described in a job description for each of

the position. The Key Personnel required are listed in Table 1.4 below.

For these key personnel, the Contractor shall comply with the

requirements of set out in the Employer's General Requirements and

indicate the date(s) when each key person shall be mobilized for the

Maintenance Services, and the date(s) when each key person shall be

deployed to Tel Aviv, ensuring that there is sufficient lead time for

logistics, visa(s), work permits, and project briefings and inductions.

Table 1.4

Maintenance – Key Personnel Minimum experience

(years)

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 29 of 37

Maintenance Manager, official

representative of the Contractor to the

Employer with experience in maintenance

projects and project management

>20

Systems Manager shall be a registered

qualified engineer with experience on

railway maintenance projects.

>20

Document Control Manager >4

1.7.2.3 Communication Management

Procedures and guidelines for communications both internal, within the

Contractor’s organization, and external with the Employer, Engineer,

authorities, utility providers and other contractors and suppliers employed

by the Employer for implementation, operation and maintenance of the

Red Line, shall be incorporated in the Contractor's Maintenance Services

Management Plan and shall include, but not be limited to:

1. A distribution structure that details to whom information will flow

and what methods will be used to distribute various types of

information. This must be compatible with the responsibilities and

reporting relationships outlined in the Contractor’s Organization

Chart and the interfaces described in the Employer’s General

Requirements, Volume 3A.

2. Plans and procedures for communication between the Contractor and

third-party stakeholders with respect to permits and consents.

1.7.2.4 Directory

The Contractor shall establish and maintain a Maintenance Project

Directory containing the following information:

For its Maintenance organization:

1. Full name, title and postal address.

2. Telephone number(s).

3. Facsimile transmission number(s).

4. Electronic mail addresses.

For all Maintenance Key Personnel:

1. Full name and title.

2. Individual telephone number and mobile telephone number.

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 30 of 37

3. Individual facsimile transmission number.

4. Individual electronic mail address.

For Subcontractors:

The names, titles, contact details, Contractor’s representatives, and scope

of work of all main Subcontractors engaged in Maintenance Services.

7.4 In Volume 3, Chapter 13 – Interface and Integration– remove Annex

A and replace with the following attached hereto as Appendix 3.

7.5 In Volume 3, Chapter 32 –Testing and Commissioning– remove the

entire Chapter and replace with the following attached hereto as

Appendix 4.

8. Volume 3A – Employer General Requirements Maintenance

8.1 In Volume 3A, Chapter 7– Management of the Works– remove the

entire Chapter and replace with the following attached hereto as

Appendix 5.

9. Volume 4 – Technical Specifications

9.1 In Volume 4 Part IX – Scope of Works - Clause 2 Interface and

Integration amend Sub-Clause 2.1 as follows"

"2.1" – Interface and Integration Obligations

The Contractor has a responsibility to assure that all of the facilities,

equipment, systems and sub-systems, it provides, work together effectively

and efficiently to produce a well-functioning, safe, and reliable railway.

The Employer is procuring the Red Line, including the Depot, by means of

a number of distinct design and construction contracts. The Contractor has

a pivotal role in the integrated delivery of the Red Line and has a duty to

work proactively with the Employer, the Engineer, the Other Contractors,

and additional third parties to achieve the timely completion of an

integrated, compliant, safe and reliable system.

A key technical and time critical interface with the Signaling and Train

Control system is the interface and integration with the Rolling Stock. This

interface needs to be completed in a timely manner to enable the vehicle

delivery program. Refer to Section 5.2 for the coordination with the LRV

supplier.

9.2 In Volume 4 Part IX – Scope of Works - Clause 4 – Maintenance

amend Sub-Clause 4.3 as follows"

"4.3 – Spare Parts"

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#1061510 – Signaling and Train Control Addendum no. 1 Page 31 of 37

Volume 2, Part VI, the Agreement, sets forth the Contractor's obligations

with regard to Spare Parts.

During the design phase, based upon the needs set forth in the Contractor

supplied Maintenance Manuals, the Contractor shall develop and submit,

for the Engineer's review, a detailed recommended spare parts list (item,

quantity, unit of measure, description, unit price, lead time) for each

system and for the Special Tools the Contractor is responsible for

providing. The submission of the spare parts list shall be by no later than

the date stipulated in Volume 3 Chapter 7. The spare parts on this list shall

be identified by parts number, Contractor’s number, and Original

Equipment Manufacturer’s number. The total value of the spare parts

recommended by the Contractor must be equal to or less than the relevant

price cap provided in the Schedule of Prices. The list shall identify those

spare parts which are required for the full and complete compliance with

RAMS Targets and operation of the S&TC Systems of the Red Line

Project during the first six months from the Commercial Operation Date

("Initial Spare Parts")

The Contractor shall identify strategic spare parts and those with a long

procurement lead time, that is, a lead time greater than six months. Any

item that shall require six or more months to procure shall be listed

separately.

The spare parts list submitted to the Engineer shall bear the signature of

the Contractor and the Maintenance Contractor and both their

confirmations that its contents are sufficient and satisfactory for its

intended purpose as set out herein.

As part of its obligations under Agreement and in consideration for the

Initial Capital Investment sum, the Contractor shall provide the Initial

Spare Parts by no later than the Commercial Operation Date for those

initial spare parts to cover the first 6 months of commercial operation. The

subsequent provision of all the necessary spare parts is deemed to be

included within the Consideration of the Maintenance Contractor.

All spare parts shall be new and from the Original Equipment

Manufacturer.

All spare parts shall be new and from the Original Equipment

Manufacturer.

The Contractor shall identify strategic spare parts and those with a long

procurement lead time, that is, a lead time greater than six months. Any

item that shall require six or more months to procure shall be listed

separately.

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 32 of 37

Subject to the provisions of the Technical Specifications, the Contractor

shall commit to manufacturing or securing all spare parts required for the

operation of the Red Line for a period commencing from the issuance of

the Take-Over Certificate of the first Phase and ending ten (10) years after

the issuance of the Final Take-Over Certificate.

9.3 In Volume 4 Part IX – Scope of Works - Clause 4 –amend Sub-Clause

5.3 as follows"

"5.3 – Signaling and Train Control System (S&TC)"

It is the intent of the Employer to equip the Red Line with a safe, reliable

and efficient S&TC which is based on existing, service-proven technology.

The S&TC design solution shall be capable of meeting the specified

capacity and reliability performance targets. The required solution to meet

all of the specified performance targets will be a communications-based

train control (CBTC) moving block system (as defined by IEEE1471

IEEE1474) that will also provide automatic train operation at Grade of

Automation Level 2 (as defined by EN 62290). ATP, ATO and ATS

systems should be provided. Track circuits shall not be used as the primary

vehicle location detection means. Automatic Train Operation (ATO)

functionality shall be provided. ATO shall be installed in the underground

sections and the fully segregated at-grade section to the Kiryat Aryeh

terminus, this is known as the Automatic Section. In all other at-grade

sections trains shall be operated on Line of Sight principles.

Refer to Volume 4 Part XI Chapter 6 Signaling and Train Control System

Requirements.

9.4 In Volume 4 Part XI – Chapter 6 Signaling and Train Control System

Requirements – Clause 6 – System Functional Requirements - amend

Sub-Clause 6.1 as follows:

"6.1 – S&TC System"

The S&TC design solution shall be capable of meeting the specified

capacity and reliability performance targets. The required solution to meet

all of the specified performance targets will be a communications-based

train control (CBTC), moving block system for the automatic section, (as

defined by IEEE147441) that will also provide automatic train operation at

Grade of Automation Level 2 (as defined by EN 62290). Track circuits

shall not be used as the primary vehicle location detection means.

NTA – Metropolitan Mass Transit System

#1061510 – Signaling and Train Control Addendum no. 1 Page 33 of 37

Automatic Train Operation (ATO) functionality shall be provided. ATO

shall be installed in the underground sections and the fully segregated at-

grade section to the Kiryat Aryeh terminus, this is known as the Automatic

Section. In all other at-grade sections trains shall be operated on Line of

Sight principles.

9.5 In Volume 4 Part XI – Chapter 6 Signaling and Train Control System

Requirements – Clause 7 – Train Operating Modes amend Sub-Clause

2 as follows:

As part of the S&TC system design, the Contractor shall perform analysis

required to demonstrate the effect of faults in order to assure that the

system/subsystem/equipment continues to meet its specified requirements

in accordance with EN 50129. For example perform a failure modes and

effects criticality analysis (FMECA) of the S&TC system to determine

how their proposed S&TC system is affected by its’ various failure modes

and to confirm what operational modes are appropriate to support the

principle of graceful degradation.

9.6 In Volume 4 Part XI – Chapter 6 - Signaling and Train Control

System Requirements Clause 8 - Sub-system Functional Requirements

amend Sub-Clause 8.1 as follows:

"8.1 – General Requirements"

All Red Line trains shall be equipped with onboard S&TC system

equipment. S&TC system redundancy shall enable either driving cab of a

double-cab LRV to be controlled from either onboard

S&TC system. Failure of redundant S&TC subsystems on one LRV shall

not affect the control of the LRV. When two LRVs are coupled together to

form a train any of the connected S&TC systems shall have the ability to

control the train. Failure of duplicate or redundant S&TC subsystems on

either coupled LRVs shall not affect the overall control of the train.

9.7 In Volume 4 Part XI – Chapter 6 - Signaling and Train Control

System Requirements Clause 8 - Sub-system Functional Requirements

amend Sub-Clause 8.4.7 as follows:

"8.4.7 – Train Identification and Location in the Main Line and in the

Depot"

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1. Except where explicitly stated otherwise, in the following sections it

is assumed that all references to “trains” means S&TC equipped

trains.

2. The ATS system shall have the capability to automatically provide

train tracking based on vehicle position reports, maintain records of

and display on the ATS user interface the locations, identities, train

schedule, and other pertinent data for all S&TC-equipped trains

operating on the revenue line.

3. Each S&TC-equipped train operating on the revenue line shall be

assigned a unique train identification. This train identification shall

indicate pertinent information about the train such as fleet number,

set number, driver ID, including supplying the passenger information

system with data. Train identification and train location on the line

shall be determined with a high precision to achieve required safety,

availability and performance.

9.8 In Volume 4 Part XI – Chapter 6 - Signaling and Train Control

System Requirements Clause 13 – Design and Safety Requirements

amend Sub-Clause 13.3 as follows:

"13.3 –SIL Requirements"

1. The Safety Integrity Level (SIL) expresses the level of confidence

that the achievement of the safety requirement is not corrupted by

failure mechanisms.

2. During the apportionment of system requirements of RAMS

requirements the Contractor shall apportion the designated sub-

systems and/or components. This activity shall include assigning

safety integrity requirements to the safety critical and safety related

functions, and through the V&V process providing proof of fulfilling

the requirements.

3. Safety Integrity Levels (SIL) shall be assigned in accordance with

processes defined in EN50126 and EN50129:

a) Signaling protection functions should be implemented to SIL4;

b) Signaling and Control Functions should be implemented to

SIL2;

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c) Functions providing status information that might be relied

upon to assist in the safe management of incidents and failures

should be implemented to SIL2. Typically sub-systems and

components where the failures result in safety critical

outcomes shall be designated SIL 4. Sub-systems and

components where the failures are safety related but not

critical shall be assigned SIL 2. Sub-systems and components

where there are no safety critical or safety related failure

outcomes may be assigned SIL 0 or no SIL

3.4 Having assigned a SIL to a sub system or component the associated

design processes for that SIL shall be applied in accordance with

EN50126 and EN50129. SIL assessment shall be conducted by the

Contractor for all functions. Analysis of the SIL assessment against

the SIL requirements specified in this document shall be made by

Contractor and SIL requirements increased as necessary (e.g., SIL 2

equipment becomes SIL 3 or 4) to ensure the supplied functions are

implemented at a SIL level commensurate with their assessed safety

requirements.

10. Volume 4A – Technical Specifications

10.1 In Volume 4A – Part IX A – Scope of Work Maintenance Clause 3 –

Maintenance please amend Sub-Clause 3.11 as follows:

"3.11 – Spare Parts"

The Contractor shall be responsible for the procurement, stock control,

rotation, shelf life management and secure storage in accordance with the

manufacturer’s recommendations and issue control of all Spare Parts,

consumables, components and materials and Special Tools required to

perform the work under the Maintenance Agreement.

Prior to the first Taking-Over Certificate for any Phase under the contract

Agreement, the O&M Contractor shall obtain from the Contractor all

Spare Parts provided by the Contractor under the contract Agreement.

These Spare Parts shall be documented and designated Initial Spare Parts.

The Contractor shall be responsible to supply any Spare Parts,

consumables, components and materials and Special Tools for the entire

Agreement Period. Any obsolete spare part shall be replaced in stock by

the Contractor. All Spare Parts and materials procured by the Contractor

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shall be of a standard equal to or superior to the parts of the Equipment

being replaced.

If the Contractor wishes to maintain stocks of any Spare Parts,

consumables, components and materials and Special Tools at locations

other than the Depot(s), it shall be subject to SONO by the O&M

Contractor or the Engineer.

The Contractor shall be responsible for the disposal of all scrap, effluent

and waste materials arising from the performance of the work under the

Maintenance Agreement, including storage and disposal of hazardous

materials.

On expiry or termination of the Agreement for whatever reason the

Contractor shall provide to the Employer the quantity of Spare Parts,

components, materials and Special Tools sufficient for the two (2) year

period following expiry or termination and provide a stock of consumables

sufficient for one (1) year of operation, or twice the delivery time if it is

higher than six (6) months. In any event the quantity of Spare Parts

returned to the Employer shall not be less than the quantity of Initial Spare

Parts.

Title to any Spare Parts, including the Initial Spare Parts shall vest (or, in

relation to Spare Parts provided by the Engineer to the Contractor, re-vest)

in the Engineer without further act, upon whichever is the earlier of:

1. Installation of the Spare Part into the relevant Maintained Asset;

2. Expiry Date; or

3. Termination of the Agreement

10.2 In Volume 4A – Part IX A – Scope of Work Maintenance Clause 3 –

Maintenance please amend Sub-Clause 3.12 as follows:

"3.12 – Maintenance Manuals"

Maintenance manuals shall be supplied by the Contractor, shall be

included in the O&M Contractor's documents and shall be updated by the

Contractor in such a way as to take account of trends of failure or of other

aspects of equipment performance as recorded during operation of the

System. Updates to the manuals shall be reviewed by the O&M Contractor

as necessary.

10.3 In Volume 4A - Part IX A – Scope of Work Maintenance please add a

new Annex A, attached hereto as Appendix 6.

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#1061510 – Signaling and Train Control Addendum no. 1 Page 37 of 37

Re: Tender 055/2017 for the Signaling and Train Control of the Red Line Project

Addendum No. 1

I/We .................................................................................................................... of

Company name. …………………………………………..……... acknowledge receipt of

Addendum Number 1 - Dated: 13th June 2017 #1061510