MINISTRY OF LAND, HOUSING AND URBAN DEVELOPMENT

REPUBLIC OF KENYA MINISTRY OF LAND, HOUSING AND URBAN DEVELOPMENT REQUEST FOR QUALIFICATION DOCUMENT SHAURI MOYO ESTATE: TENDER NO. MOLHUD/PSHP/PPP/SM/1/2013-2014

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project REFERENCE: CIVIL SERVANTS HOUSING DEVELOPMENT PROJECT Dear Pre-qualification Applicant, The Ministry of Land, Housing and Urban Development, the Contracting Authority ("CA") with the technical assistance of the Public Private Partnership Unit ("PPP Unit") of the National Treasury ( TNT ) of the Republic of Kenya, hereby invites interested companies or consortia to submit Pre-qualification applications ("Pre-qualification Applications") to be qualified to bid on a Public Private Partnership ("PPP") tender involving the financing, design, construction and facilities maintenance of 6,400 housing units in Shauri Moyo, Nairobi ( Project ). It is currently envisaged that the contract term will be for a period of approximately 20 years. Following the end of the contract period, ownership 1 of the facilities will be transferred to the CA. The bid is for one Lot as described in Annex 9 hereof. The CA and the PPP Unit have the right to amend tender terms prior to publishing the final documentation of the tender. The PPP contract ("PPP Contract") will be awarded through a competitive bidding process open to both local and international bidders. The following Pre-qualification procedures have been adopted: i. The CA shall publish an invitation for Request For Qualification in the local and international publications. ii. Following the submission of the Pre-qualification Applications, interested companies or consortia will be evaluated on the requirements and criteria set forth in the attached Instructions to Pre-qualification Applicants. iii. Pre-qualification Applicants whose Application is determined by the Pre-qualification Committee to be substantially responsive to the requirements and criteria of the Prequalification process shall be designated as "Qualified Bidders". iv. Qualified Bidders shall be invited to participate in the bidding process for the Project and will have the right to submit final bids ("Final Bid"). v. The CA will conduct a due diligence on the Applicants in line with provisions of the Public Private Partnership Act 2013. Each Qualified Bidder will be: (a) given the opportunity to conduct appropriate due diligence in connection with the Project, (b) authorized to review the documents available in the data room, (c) provided with the tender documents including an invitation to bid ( Invitation to Bid ) and a PPP Contract, and (d) invited to participate in the clarification process relating to the preparation of a final bid. Pre-qualification Applications and all attachments must be submitted in hard copy, not later than 12 noon, Nairobi local time on August 15 th, 2014, at the address indicated in the attached Data Sheet in Annex 1. 1 The housing project will remain in the ownership of CA throughout the duration of the contract. The facilities will be owned by the Service Provider for the duration of the contract and will be transferred to Ministry of Land, Housing and Urban Development at the end of the PPP Contract. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 2

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project Pre-qualification Applications will be evaluated by a Pre-qualification Committee.Prequalification Sincerely, Principal Secretary Ministry of Land, Housing and Urban Develpment, P.O Box 30450 00100 Nairobi, Kenya Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 3

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project IMPORTANT NOTICE The Pre-qualification Document is provided to the recipient solely for use in preparing and submitting applications for Pre-qualification in connection with the Project. The Prequalification Document is issued by the CA with the technical assistance of the PPP Unit solely for use by prospective investors in considering the Project. The CA is being assisted by an internal technical team on PPP project in the preparation and implementation of this PPP transaction. The advisory services are being provided based on best international practices, without consideration of any existing or potential investment. To mitigate against the possibility of a perceived or real conflict of interest in the provision of its transaction advice, the technical team has enforced non-disclosure of confidential information between its advisory and the CA. The Pre-qualification criteria were determined by the CA with the technical assistance of the PPP Central Unit and the Pre-qualification applications and bids will be evaluated by a committee composed of government officials. They will exercise these responsibilities in a fair and transparent manner, without preferential treatment of any applicant or bidder. While all care has been taken in the preparation of this RFQ,neither any of the abovementioned entities nor their consultants make any representation (express or implied) or warranties as to the accuracy or completeness of the information contained herein, in the data room, the Information Memorandum or other document made available to a person in connection with the tender process for the Project and shall have no liability for this Prequalification Document or for any other written or oral communication transmitted to the recipient in the course of the recipient s evaluation of the Project. Neither any of these entities, nor their consultants will be liable to reimburse or compensate the recipient for any costs nor expenses incurred by the recipient in evaluating or acting upon this Prequalification Document or otherwise in connection with the Project as contemplated herein. The Pre-qualification Document does not constitute a solicitation to invest, or otherwise participate, in the Project. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 4

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project PROPOSED HOUSING DEVELOPMENT FOR CIVIL SERVANTS IN SHAURI MOYO THROUGH PUBLIC PRIVATE PARTNERSHIP REQUEST FOR QUALIFICATION DOCUMENT JULY, 2014 Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 5

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project TABLE OF CONTENTS No. Subject Page 1. Introduction 8 2. Pre-qualification Terms and Procedures 8 2.1 Pre-qualification of Applicants 8 2.2 Tender Structure 8 2.3 Consortium Representation 8 2.4 Consortium Participation Restrictions 9 2.5 Pre-qualification Costs 9 3 Pre-qualification:Preparation 9 3.1 Language of Pre-qualification Application 9 3.2 Documents Comprising the Pre-qualification Application 9 3.3 Part I Pre-qualification Criteria 10 3.4 Part II Pre-qualification Application and Other Documents 12 3.5 Part III Consortia Documents and Requirements 12 3.6 Part IV Power of Attorney 13 3.7 Part V Printed Brochures or Booklets 13 3.8 Requests for Clarification 13 3.9 Form and Signature of the Pre-qualification Application 14 4 Pre-qualification Application: Submission 14 4.1 Sealing and Marking of Pre-qualification Application 14 4.2 Deadline for Submission of Pre-qualification Applications 14 5 Opening and Evaluation of Pre-qualification Applications 15 5.1 Preliminary Examination of Pre-qualification Applications 15 5.2 Evaluation of Pre-qualification Applications 15 6 Invitation to Participate in the Tender Process 15 6.1 Partnering Between Qualified Bidders 16 6.2 Partnering Between Qualified Bidders and Non-Qualified Bidders 16 Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 6

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project ANNEXES No. Subject Page 1 Data Sheet 24 2 Pre-qualification Application Form 25 3 Power of Attorney 27 4 Basic Information Form 33 5 Experience Form 35 6 Audited Financial Statements 36 7 Affidavit 37 8 Parent Company Letter of Support Form 38 9 Project Note 40 10 Joint Bidding Agreement 42 11 Format of certificate from Statutory auditors/client 48 12 Format of statutory auditors/company Secretary regarding Associate 49 Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 7

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 8

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project INSTRUCTIONS TO PRE-QUALIFICATION APPLICANTS 1. Introduction The Ministry of Land, Housing and Urban Development ("CA") with the technical assistance of the Public Private Partnership Unit ("PPP Unit") of the National Treasury ( TNT ) of the Republic of Kenya hereby invites interested companies or consortia to submit Pre-qualification applications ("Pre-qualification Applications") to be qualified to bid on a Public Private Partnership ("PPP") tender involving the financing, design, construction, and facility maintenance of 1600 housing units (the Project ). It is currently envisaged that the contract term will be for a period of approximately 20 years. Following the end of the contract period, ownership 1 of the facilities will be transferred back to CA. The bid is for Shauri Moyo as described in Annex 9 hereof. The CA and the PPP Unit have the right to amend tender terms prior to publishing the final documentation of the tender. The Project will be structured as a PPP contract between CA and a private partner that must be in the form of a joint stock company incorporated under the laws of Kenya (Special Purpose Vehicle or ("SPV")) which should be formed prior to entering into a PPP Contract. The PPP contract will be awarded through a competitive tender process (the Tender Process ) open to both local and international bidders. The tendering of the Project will be conducted under the Public Private Partnership Act, 2013 and any other relevant laws of the Republic of Kenya. The bids will be opened in public and decisions will be made in accordance with the Public Private Partnership Act 2103. Shauri Moyo The site is located in Shauri Moyo area along Eastleigh Avenue about 300 meters from Jogoo road junction and about 5km from the Central Business District. The site covers approximately 11.5 acres and is fenced in a perimeter stone walling. Access to the site is via Eastleigh Avenue. The site has 170 No. low grade double room units and 2 No. block of 18No. flats. The site is well serviced with roads, water, electricity and sewer line. The proposed project is expected to accommodate 2,000 bedsitter as follows: Bedsitters 15%, one bedroom units 15%, two bedroom units 50%, three bedroom units 20% with related infrastructures recreational and commercial facilities. 1.0 PRE-QUALIFICATION TERMS AND PROCEDURES 2.1 Pre-qualification of Applicants This Pre-qualification Document will be received by entities which have responded to the Pre-qualification invitation published in local and international publications in July 2014 (collectively, the Pre-qualification of Applicants ). 1 The proposed Shauri Moyo Housing Project will remain in the ownership of Ministry of Land, Housing and Urban Development throughout the duration of the contract. The facilities will be owned by the Service Provider for the Duration of the contract and will be transferred to Ministry of Housing and Urban Development at the end of the PPP Contract. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 9

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project 2.2 Tender Structure The project is being tendered whereby each of the Qualified Bidders is entitled to present its bid for the proposed project as described in Annex 9. 2.3 Eligibility of Applicants 2.3.1 For determining the eligibility of Applicants for their pre-qualification hereunder, the following shall apply: (a) The Applicant for pre-qualification may be a single entity or a group of entities (the Consortium ), coming together to implement the Project(s). However, no applicant applying individually or as a member of a Consortium, as the case may be, can be member of another Applicant. The term Applicant used herein would apply to both a single entity and a Consortium. (b) An Applicant may be a natural person, private entity, or any combination of them with a formal intent to enter into an agreement or under an existing agreement to form a Consortium. A Consortium shall be eligible for consideration subject to the conditions set out in Clause 2.3.6 below. (c) An Applicant shall not have a conflict of interest (the Conflict of Interest ) that affects the Bidding Process. Any Applicant found to have a Conflict of Interest shall be disqualified. An Applicant shall be deemed to have a Conflict of Interest affecting the Bidding Process, if: (i) the Applicant, its Member or Associate (or any constituent thereof) and any other Applicant, its Member or any Associate thereof (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this disqualification shall not apply in cases where the direct or indirect shareholding of an Applicant, its Member or an Associate thereof (or any shareholder thereof having a shareholding of more than 5 per cent of the paid up and subscribed share capital of such Applicant, Member or Associate, as the case may be) in the other Applicant, its Member or Associate is less than 5 per cent of the subscribed and paid up equity share capital thereof; provided further that this disqualification shall not apply to any ownership by a bank, insurance company, pension fund or a public financial institution. For the purposes of this Clause 2.3.1(c), indirect shareholding held through one or more intermediate persons shall be computed as follows: (a) where any intermediary is controlled by a person through management control or otherwise, the entire shareholding held by such controlled intermediary in any other person (the Subject Person ) shall be taken into account for computing the shareholding of such controlling person in the Subject Person; and (b) subject always to sub-clause (a) above, where a person does not exercise control over an intermediary, which has shareholding in the Subject Person, the computation of indirect shareholding of such person in the Subject Person shall be undertaken on a proportionate basis; provided, however, that no such shareholding shall be reckoned under this sub-clause (b) if the shareholding of Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 10

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project such person in the intermediary is less than 26% of the subscribed and paid up equity shareholding of such intermediary; or (ii) (iii) (iv) (v) (vi) A constituent of such Applicant is also a constituent of another Applicant; or such Applicant, or any Associate thereof receives or has received any direct or indirect subsidy, grant, concessional loan or subordinated debt from any other Applicant, or any Associate thereof or has provided any such subsidy, grant, concessional loan or subordinated debt to any other Applicant, its Member or any Associate thereof; or Such Applicant has the same legal representative for purposes of this Application as any other Applicant; or such Applicant, or any Associate thereof has a relationship with another Applicant, or any Associate thereof, directly or through common third party/ parties, that puts either or both of them in a position to have access to each other s information about, or to influence the Application of either or each other; or Such Applicant, or any Associate thereof has participated as a consultant to the Authority in the preparation of any documents, design or technical specifications of the Project. (d) An Applicant shall be liable for disqualification if any legal, financial or technical adviser of the Authority in relation to the Project(s) is engaged by the Applicant, its Member or any Associate thereof, as the case may be, in any manner for matters related to or incidental to the Project. For the avoidance of doubt, this disqualification shall not apply where such adviser was engaged by the Applicant, its Member or Associate in the past but its assignment expired or was terminated 6 (six) months prior to the date of issue of this RFQ. Nor will this disqualification apply where such adviser is engaged after a period of 3 (three) years from the date of commercial operation of the Project. Explanation: In case an Applicant is a Consortium, then the term Applicant as used in this Clause 2.3., shall include each Member of such Consortium. 2.3.2 To be eligible for pre-qualification and short-listing, an Applicant shall fulfil the following conditions of eligibility: (A) Technical Capacity: For demonstrating technical capacity and experience (the Technical Capacity ), the Applicant shall, over the past 5 (five) financial years preceding the Application Due Date, have: (i) (ii) Completed at least one housing project valued at USD 45 Million or more. Completed projects of similar nature valued at USD 40 Million or more. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 11

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project Certificates of completion from clients or copy of awards/contract should be provided as documentary evidence for abovementioned in the sub-clause. (B) Financial Capacity: For demonstrating financial capacity (the Financial Capacity ), the Applicant shall demonstrate the following: (i) (ii) Applicant Capacity: Applicant shall have demonstrated the equity available for deployment with the applicant to the extent of USD 15 Million. In case of Consortium, the Applicant has to declare the contributions of each member and demonstrate the equity available for deployment of each member towards its contribution. Member Capacity: In case a member is applying for more than one project either singly or as a member of consortium, he shall have demonstrated the aggregate of the contributions for all the Projects as stipulated in the sub-clause (i) above. (C) Managerial Capacity: For demonstrating managerial capacity, the Applicant shall provide the organization structure along with the profile of the people responsible for implementation. In case of a Consortium, the combined technical, Financial and managerial capability of all Members, should satisfy the above conditions; 2.3.3 Facilities Management (O&M) Experience: The Applicant shall engage an experienced Facilities Management (O&M) contractor or hire qualified and trained personnel for operation and maintenance of the Project(s) in conformity with the provisions of the concession agreement. 2.3.4 The Applicants shall enclose with its application, to be submitted as per the format at Annex 2, complete with the following: (i) Certificate(s) from its statutory auditors $ or the concerned client(s) stating the payments made/ received or works commissioned, as the case may be, during the past 5 years in respect of the projects specified in paragraph 2.3.2 (A) above. In case a particular job/ contract has been jointly executed by the Applicant (as part of a consortium), it should further support its claim for the share in work done for that particular job/ contract by producing a certificate from its statutory auditor or the client; and 2.3.5 The Applicant should submit a Power of Attorney as per the format at Annex 3 (A), authorising the signatory of the Application to commit the Applicant. In the case of a Consortium, the Members should submit a Power of Attorney in favour of the Lead Member as per format at Annex 3 (B). $ In case duly certified audited annual financial statements containing explicitly the requisite details are provided, a separate certification by statutory auditors would not be necessary in respect of Clause 2.2.4 (i). In jurisdictions that do not have statutory auditors, the firm of auditors which audits the annual accounts of the Applicant may provide the certificates required under this RFQ. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 12

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project 2.3.6 Where the Applicant is a single entity, it may be required to form an appropriate Special Purpose Vehicle, incorporated under The Companies Act (Chapter 486 Laws of Kenya) (the SPV ), to execute the Concession Agreement and implement each Project. In case the Applicant is a Consortium, it shall, in addition to forming an SPV, comply with the following additional requirements: (a) (b) (c) (d) (e) (f) (g) Number of members in a consortium shall not exceed 4 (four). Subject to the provisions of clause (a) above, the Application should contain the information required for each member of the Consortium; Members of the Consortium shall nominate one member as the lead member (the Lead Member ), who shall have an equity share holding of at least 26% (twenty six per cent) of the paid up and subscribed equity of the SPV. The nomination(s) shall be supported by a Power of Attorney, as per the format at Annex 3 (C), signed by all the other members of the Consortium; The Application should include a brief description of the roles and responsibilities of individual members, particularly with reference to financial, technical and O&M obligations; An individual Applicant cannot at the same time be member of a Consortium applying for pre-qualification. Further, a member of a particular Applicant Consortium cannot be member of any other Applicant Consortium applying for pre-qualification; The members of a Consortium shall form an appropriate SPV to execute the Project, if awarded to the Consortium; Members of the Consortium shall enter into a binding Joint Bidding Agreement, substantially in the form specified at Annex 10 (the Joint. Bidding Agreement ), for the purpose of making the Application and submitting a Bid in the event of being short-listed. The Jt. Bidding Agreement, to be submitted along with the Application, shall, inter alia: i. convey the intent to form an SPV with shareholding/ ownership equity commitment(s) in accordance with this RFQ, which would enter into the Concession Agreement and subsequently perform all the obligations of the Concessionaire in terms of the Concession Agreement, in case the concession to undertake the Project is awarded to the Consortium; ii. iii. clearly outline the proposed roles and responsibilities, if any, of each member; commit that each of the members, whose experience will be evaluated for the purposes of this RFQ, shall subscribe to 30% (thirty per cent) or more of the paid up and subscribed equity of the SPV and shall further commit that each such member shall, till the date of commercial operation of the Project, hold equity share capital not less than 30% (thirty per cent) of the subscribed and paid up equity share capital of the SPV; Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 13

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project iv. members of the Consortium undertake that they shall collectively hold at least 51% (fifty one per cent) of the subscribed and paid up equity of the SPV at all times until the commercial operation date of the Project; and v. include a statement to the effect that all members of the Consortium shall be liable jointly and severally for all obligations of the Concessionaire in relation to the Project until the Financial Close of the Project is achieved in accordance with the Concession Agreement; and (h) except as provided under this RFQ and the Bidding Documents, there shall not be any amendment to the Jt. Bidding Agreement without the prior written consent of the Authority. 2.3.7 Any entity which has been barred by the Government, or any entity controlled by it, from participating in any project (BOT or otherwise), and the bar subsists as on the date of Application, would not be eligible to submit an Application, either individually or as member of a Consortium. 2.3.8 An Applicant including any Consortium Member or Associate should, in the last 3 (three) years, have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award against the Applicant, Consortium Member or Associate, as the case may be, nor has been expelled from any project or contract by any public entity nor have had any contract terminated any public entity for breach by such Applicant, Consortium Member or Associate. 2.3.9 In computing the Technical Capacity and Financial Capacity of the Applicant/ Consortium Members under Clauses 2.3.2, 2.3.4 and 3.2, the Technical Capacity and Financial Capacity of their respective Associates would also be eligible hereunder. For purposes of this RFQ, Associate means, in relation to the Applicant/ Consortium Member, a person who controls, is controlled by, or is under the common control with such Applicant/ Consortium Member (the Associate ). As used in this definition, the expression control means, with respect to a person which is a company or corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent) of the voting shares of such person, and with respect to a person which is not a company or corporation, the power to direct the management and policies of such person by operation of law. 2.3.10 The following conditions shall be adhered to while submitting an Application: (a) (b) Applicants should attach clearly marked and referenced continuation sheets in the event that the space provided in the prescribed forms in the Annexes is insufficient. Alternatively, Applicants may format the prescribed forms making due provision for incorporation of the requested information; information supplied by an Applicant (or other constituent Member if the Applicant is a Consortium) must apply to the Applicant, Member or Associate named in the Application and not, unless specifically requested, to other associated companies or firms. Invitation to submit Bids will be issued only to Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 14

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project Applicants whose identity and/ or constitution is identical to that at prequalification; (c) (d) in responding to the pre-qualification submissions, Applicants should demonstrate their capabilities in accordance with Clause 3.1 below; and in case the Applicant is a Consortium, each Member should substantially satisfy the pre-qualification requirements to the extent specified herein. 2.3.11 While Qualification is open to persons from any country, the following provisions shall apply: a) Where, on the date of the Application, not less than 20% (twenty percent) of the aggregate issued, subscribed and paid up equity share capital in an Applicant should be held by persons or member resident inside Kenya and not controlled by persons resident outside Kenya; b) The Applicant shall promptly inform the Authority of any change in the shareholding, as above, and failure to do so shall render the Applicant liable for disqualification from the Bidding Process. 2.3.12 Notwithstanding anything to the contrary contained herein, in the event that the Application Due Date falls within three months of the closing of the latest financial year of an Applicant, it shall ignore such financial year for the purposes of its Application and furnish all its information and certification with reference to the 5 (five) years or 1 (one) year, as the case may be, preceding its latest financial year. For the avoidance of doubt, financial year shall, for the purposes of an Application hereunder, mean the accounting year followed by the Applicant in the course of its normal business. 2.4 Change in composition of the Consortium 2.4.1 Change in the composition of a Consortium will not be permitted by the Authority during the Qualification Stage. 2.4.2 Where the Bidder is a Consortium, change in the composition of a Consortium may be permitted by the Authority during the Bid Stage, only where: (a) (b) (c) (d) the application for such change is made no later than 15 (fifteen) days prior to the Bid Due Date; the Lead Member continues to be the Lead Member of the Consortium; the Consortium Member resident in Kenya, as the case may be, can be replaced by another member resident in Kenya provided the Consortium Member who is sought to be substituted and the modified Consortium shall continue to meet the pre-qualification and short-listing criteria for Applicants the substitute is at least equal, in terms of Technical Capacity, to the Consortium Member who is sought to be substituted and the modified Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 15

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project Consortium shall continue to meet the pre-qualification and short-listing criteria for Applicants; and (e) the new Member(s) expressly adopt(s) the Application already made on behalf of the Consortium as if it were a party to it originally, and is not an Applicant/Member/Associate of any other Consortium bidding for this Project(s). 2.4.3 Approval for change in the composition of a Consortium shall be at the sole discretion of the Authority and must be approved by the Authority in writing. 2.4.4 The modified/ reconstituted Consortium shall submit a revised Jt. Bidding Agreement before the Bid Due Date. 2.4.5 Notwithstanding anything to the contrary contained in sub-clause (c) (i) of Clause 2.3.1, an Applicant may, within 10 (ten) days after the Application Due Date, remove from its Consortium any Member who suffers from a Conflict of Interest, and such removal shall be deemed to cure the Conflict of Interest arising in respect thereof. 2.5 Pre-qualification Costs 2.5.1 No Applicant shall submit more than one Application for each Package. An applicant applying individually or as a member of a Consortium shall not be entitled to submit another application either individually or as a member of any Consortium, as the case may be. 2.5.2 The Pre-qualification Applicant shall bear all costs ("Pre-qualification Costs") associated with the preparation and submission of its Pre-qualification Application, including, without limitation, all costs and expenses relating to the Pre-qualification Applicant s preparation of questions or requests for clarification. 1.0 REQUALIFICATION: PREPARATION 3.1 Language of Pre-qualification Application The Pre-qualification Application prepared by the Pre-qualification Applicant, and all correspondence and documents related to the Pre-qualification Application, shall be submitted in English 3.2 Documents Comprising the Pre-qualification Application The Pre-qualification Applications submitted by the Pre-qualification Applicant shall comprise the following documents: i. Part I the information required by Section 3.3; ii. Part II the documents or information required by Section 3.4; Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 16

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project iii. Part III where the Pre-qualification Applicant is a Consortium, the documents required by Section 3.5; iv. Part IV Power of Attorney required by Section 3.6; and v. Part V optional, separately bound pre-printed literature, as specified by Section 3.7. Pre-qualification Applications may not contain any prices or price schedules or other reference to rates and prices for undertaking the Project. 3.3 Part I Pre-qualification Criteria In Part I of the Pre-qualification Application, the Pre-qualification Applicant shall submit proof that it meets the Pre-qualification Criteria set out below. Qualification Criteria To Be Met By Required Documents/Forms Technical Criteria 1 Experience as an investor, financier, and/or prime contractor in executing construction contracts with a value not less than US $ 200 million (or equivalent) in aggregate over the last 5 financial years, of which at least one of the abovementioned contracts must have a value exceeding US $75 million (or equivalent); Financial Criteria 2 Minimum average annual revenue/turnover equivalent to US $ 60 million (or equivalent) for the last 5 financial years. 3 Minimum net worth 2 ofus$ 50 million (or equivalent) with respect to one company or US $ 75 million (or equivalent) for Pre-qualification Applicant (if sole applicant) or one member of the Consortium (if the Prequalification Applicant is a Consortium). Pre-qualification Applicant (if sole applicant) or one member of the Consortium (if the Prequalification Applicant is a Consortium). Pre-qualification Applicant (if sole applicant) or sufficient number of members of the Consortium (if the Annex 5 Annex 6 2 Net Worth is defined as the difference between Total Assets and Total Liabilities. Audited financial statements (duly certified by the company s external auditor and approved by its general assembly) of the Prequalification Applicant (if sole applicant) or the Member meeting the criterion (if a Consortium) for the last 5 financial years. Annex 6 Audited financial statements (duly certified by the company s external auditor Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 17

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project all companies in the case of a Consortium. Pre-qualification Applicant is a Consortium). Equity funds are relieved from the above criteria no. 1, 2 & 3 conditional that its net worth should exceed USD $ 100 Million (or equivalent) Other Criteria 4 The Pre-qualification Applicant is not aware of any conflict of interest or potential conflict of interest arising from prior or existing contracts or relationships which could materially affect its capability to comply with its obligations under the PPP Contract. 5 Has not been declared bankrupt and is not subject to liquidation proceedings. 6 Has not been convicted of fraud, corruption, or money laundering as principal or accessory. Pre-qualification Applicant (if sole applicant) or each member of the Consortium (if the Prequalification Applicant is a Consortium). Pre-qualification Applicant (if sole applicant) or each member of the Consortium (if the Prequalification Applicant is a Consortium). Pre-qualification Applicant (if sole applicant) or each member of the Consortium (if the Prequalification Applicant is a Consortium). and approved by its general assembly) for the most recent financial year of the Prequalification Applicant (if sole applicant) or sufficient members of the Consortium to fulfill the criterion. Audited recent updated financial position (duly certified by the company s external auditor) Annex 7 Annex 7 Annex 7 The Pre-qualification Applicant, or a Member in the case of a Consortium, may present a list of projects undertaken by a Parent Company (as hereinafter defined) to satisfy Criterion No. 1. The Pre-qualification Applicant, or one member of a Consortium, may present the financial statements of the Parent Company to satisfy Pre-qualification Criteria No. 2 and 3. The term Parent Company shall mean any entity controlling the activities of the Prequalification Applicant. For purposes of this definition, controlling means having a majority in the general assembly (or other similar constituent body) or otherwise directing the Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 18

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise. Should a Pre-qualification Applicant be qualified based upon the technical and or financial qualifications of a Parent Company, such Parent Company shall be required to provide a Letter of Support as detailed in Annex 8. 3.4 Part II Pre-qualification Application and Other Documents Each Pre-qualification Applicant shall provide the following with its Pre-qualification Application: i. A Pre-qualification Application form signed by the Pre-qualification Applicant (or if the Pre-qualification Applicant is a Consortium, by the Lead Member) in the form provided in Annex 2. ii. The following legal documents and basic information: a. Basic information on the shareholding structure (or equivalent document) of the Pre-qualification Applicant (or each member of a Consortium), as detailed in Annex 4, including up-to-date shareholders certificate for each shareholder holding 10% or more of shares in the Pre-qualification Applicant (or each Consortium member) or equivalent corporate information (e.g. company shares registry) listing such shareholders and their respective shareholdings; b. Up-to-date company memorandum, articles of association or incorporation and/or by-laws (or equivalent document) of the Pre-qualification Applicant (or, if the Prequalification Applicant is a Consortium, such information as to each member); and c. Valid extract of the Annual Company Return (or equivalent document) of the Prequalification Applicant (or, if the Pre-qualification Applicant is a Consortium, such information in relation to each member). iii. An Affidavit, in the form of Annex 7, confirming that the Pre-qualification Applicant or each member of the Consortium (in the event that the Pre-qualification Applicant is a Consortium): (a) is not in bankruptcy or liquidation proceedings; (b) has not been convicted of, fraud, corruption, collusion or money laundering, and is not aware of any pending prosecution, proceedings or legal action against it in such respect); and (c) is not aware of any conflict of interest or potential conflict of interest arising from prior or existing contracts or relationships which could affect its capability to comply with its obligations under the PPP Contract. 3.5 Part III Consortia Documents and Requirements If the Pre-qualification Applicant is a Consortium, there must be a Lead Member who is duly authorized through a power of attorney duly notarized and registered in accordance with the Registration of Documents Act, as described in Clause 3.6, by all other Consortium members to act on their behalf and proceed with the Pre-qualification procedures. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 19

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project As of the Pre-qualification Application submission deadline indicated in Annex 1, it is prohibited to undertake any change in the structure/form or members of the Consortium without the prior written consent of CA and the PPP Unit. A Pre-qualification Applicant wishing to qualify as a Consortium shall submit, as Part III of the Pre-qualification Application, a written commitment, in the form of a letter duly executed by the legal representative of each Consortium member, which: (a) Confirms each member s commitment (in terms of % interest) to the Consortium; and (b) Identifies the member that will assume the role of Lead Member on behalf of the other members, with the authority to commit all members. 3.6 Part IV Power of Attorney If the Pre-qualification Applicant is a Consortium, each member of the Consortium shall authorize the Lead Member in signing the Pre-qualification Application documents. Such authorizations duly notarized indicating that the person(s) signing the Pre-qualification Applications has/have the authority to sign shall be provided with the Pre-qualification Application. If the Pre-qualification Applicant is a company, the Pre-qualification documents shall include a recent extract of the company s annual return, or equivalent evidence, indicating the person having the right to sign on behalf of the company. The Pre-qualification documents shall be signed by that person or any other person officially authorized by him. Such authorizations duly notarized by the Pre-qualification Applicant s bank shall be provided along with the Pre-qualification Application. 3.7 Part V - Printed Brochures or Booklets If the Pre-qualification Applicant wishes to provide printed brochures or booklets about itself or about the consortia members, such printed material shall be appended to Part V of the Prequalification Application only and should be separately bound. 3.8 Requests for Clarifications Pre-qualification Applicants requiring any clarification on the Instructions to Prequalification Applicants, Pre-qualification Criteria or any of the requirements set out herein may notify the PPP Unit of the TNT on the email address indicated in the Data Sheet attached as Annex 1. Any request for clarification of the Pre-qualification Document must be sent before 12 noon Kenya time on Friday, August 8 th, 2014. Responses to such queries shall be sent, without identifying the identity of the requesting party and distributed to all Pre-qualification Applicants who have already received the Pre-qualification Document within 7 days from the above mentioned deadline. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 20

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project 3.9 Form and Signature of the Pre-qualification Application Each Pre-qualification Applicant shall prepare and submit one original of its relevant Prequalification Application and the number of copies specified in the Data Sheet, clearly marking each one as "Original", "Copy" as appropriate. In the event of any discrepancy between the copies and the original, the original shall prevail. The original and all copies of the Pre-qualification Application, each consisting of the documents listed in Section 3.2, shall be typed or written in permanent ink. The person or persons duly authorized to bind the Pre-qualification Applicant shall sign the Prequalification Application by: i. Signing the original of the relevant Pre-qualification Application where indicated; and ii. Initialing all of the pages of the original of the relevant Pre-qualification Application, except for any unamended printed literature. The relevant Pre-qualification Application shall contain no alterations, omissions or additions, unless such corrections are signed by the person or persons signing the Prequalification Application. 1.0 PRE-QUALIFICATION APPLICATION: SUBMISSION 4.1 Sealing and Marking of Pre-qualification Application The Pre-qualification Applicant shall seal the original Pre-qualification Application and each copy thereof in 2 separate envelopes, each containing the documents specified in Clause 3.2, and shall mark the envelopes as "Pre-qualification Application - Original" and "Prequalification Application Copy." The 2 envelopes shall be placed in 1 sealed envelope. The inner and outer envelopes shall all bear the following: i. 'The PPP Project: Pre-qualification Application pertaining to the Ministry of Land, Housing and Urban Development. Do Not Open Before August 15 th, 2014. The inner envelopes shall each indicate the name and address of the Pre-qualification Applicant or Lead Member to enable the relevant Pre-qualification Application to be returned unopened in the event of delayed delivery. If the outer envelope is not sealed and marked as required in clause 4.1 above, the Prequalification Committee shall not assume any responsibility for any Pre-qualification Applications misplacement or pre-mature opening. 4.2 Deadline for Submission of Pre-qualification Applications Pre-qualification Applications must be received at the address, date, and time specified in the Data Sheet attached as Annex 1. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 21

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project 1.0 OPENING AND EVALUATION OF PRE-QUALIFICATION APPLICATIONS 5.1 Preliminary Examination of Pre-qualification Applications The Pre-qualification Committee will examine each Pre-qualification Application to determine whether it is complete, documents have been properly signed, and that it is generally in order. Any Pre-qualification Application not in compliance with the submission requirements or documents may be subject to rejection by the Pre-qualification Committee. Where the Pre-qualification Committee deems it appropriate or necessary, it may request supplementary information or documentation from a Pre-qualification Applicant (including each member of a Consortium) for determining the Pre-qualification Applicant's eligibility for Pre-qualification. Whenever such request is made, the Pre-qualification Applicant shall provide the requirements on the date specified by the Pre-qualification Committee, failing which; the Pre-qualification Application may be subject to rejection. 5.2 Evaluation of Pre-qualification Applications The Pre-qualification Committee will carry out a detailed evaluation of the Pre-qualification Applications in order to determine whether they are in total compliance with the Prequalification Criteria. In that respect, the Pre-qualification Committee will review the information supplied by the Pre-qualification Applicants taking into account the following: i. The Pre-qualification Criteria specified in Clause 3.3, premised on a pass/fail basis for each criterion. ii. A Pre-qualification Applicant whose Pre-qualification Application is found to be in compliance with the Pre-qualification Criteria specified in Clause 3.3, and the other requirements in Clause 3 relating to the Criteria of Pre-qualification, shall be designated as a "Qualified Bidder." iii. A Pre-qualification Applicant whose Pre-qualification Application is found not to be in compliance with the Pre-qualification Criteria specified in Clause 3.3 and the other requirements in Clause 3, relating to the Criteria of Pre-qualification, shall be designated as a "Non-Qualified Bidder." 6.0 INVITATION TO PARTICIPATE IN THE TENDER PROCESS After evaluating Pre-qualification Applications, the Pre-qualification Committee will either: i. Notify a Pre-qualification Applicant that it has been designated as a Non-Qualified Bidder as its Pre-qualification Application has been rejected on the grounds of not being in compliance with the Pre-qualification Criteria, or any other requirements set out in Clause 3; or ii. Notify a Pre-qualification Applicant that it has been designated as a Qualified Bidder, and shall be invited to participate in the Tender Process. Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 22

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project The specific details of the Tender Process, including the deadline and content for submission of bids, will be specified in the tender documents to be issued with the Invitation to Bid (the "Tender Documents"). Qualified Bidders should have, or include within their bidding consortium, proven facility management experience in housing estates, as will be specified in detail later in the Tender Documents. Qualified Bidders, if the Qualified Bidder is a Consortium, shall not change the structure of the Consortium without the prior written consent of CA and PPP Unit. 6.1 Partnering Between Qualified Bidders Without prejudice to Clause 3.5, a Qualified Bidder may not partner (directly or indirectly) with another Qualified Bidder. If the Qualified Bidder is a Consortium, the above shall apply to all members of the Consortium. 6.2 Partnering Between Qualified Bidders and Non-Qualified Bidders Without prejudice to Clause 3.5, Non-Qualified Bidders or new entities that have not applied for Pre-qualification shall be entitled to form a Consortium with a Qualified Bidder, provided that: i. only the Qualified Bidders can be the Lead Member of the Consortium; ii. the said Non-Qualified Bidder or new entity fulfills Pre-qualification Criteria Nos. 4, 5 and 6 set out in Clause 3.3; iii. a Consortium which includes a Non-Qualified Bidder or new entity continues to fulfill all Pre-qualification Criteria in Clause 3.3; and iv. the express written approval of the CA Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 23

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 24

Ministry of Land, Housing and Urban Development Proposed Park Road Housing PPP Project ANNEX 1 DATA SHEET The following specific data for the facility and services to be performed shall supplement the provisions in the Instructions to Pre-qualification Applicants: Project Name Address (This address is for the Pre-qualification Application submission and Requests for Clarifications) Pre-qualification Application Submission Deadline Language of Pre-qualification Application Number of Copies of Prequalification Application Proposed Shauri Moyo Civil Servant Housing PPP Project Principal Secretary Ministry of Land, Housing and Urban Development, 1 st Ngong Avenue Ardhi House, 12 th Floor, P.O. Box 30450-00100, NAIROBI - KENYA. Tel: +254-20-27218050 Ext. 64005 E-mail: ppphousing@ardhi.go.ke Time and Date: August 15 th, 2014 at 1200 Noon, local time English Original and one copy Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 25

Ministry of Land, Housing and Urban Development Civil servant Housing PPP Project ANNEX 2 PRE-QUALIFICATION APPLICATION FORM PROPOSED CIVIL SERVANTS HOUSING PROJECT IN SHAURI MOYO Date: To: Principal Secretary, Ministry of Land, and Housing and Urban Development, P.O Box 30450-00100 Nairobi, Kenya Pursuant to the Invitation for Pre-qualification dated /.../ 2014, [Name of Prequalification Applicant/Lead Member] hereby submits this Pre-qualification Application for the participation in the tender for Development of Shauri Moyo housing units, commercial centre and nursery school in conformity with the Instructions to Pre-qualification Applicants. [Name of Pre-qualification Applicant /Lead Member] hereby confirm that I: i. Agree to comply with all the bidding rules, laws and regulations governing the tender as issued by the relevant authorities from time to time. ii. Accept the right of the Pre-qualification Committee to: a. request additional information reasonably required to assess the application; b. amend the procedures and rules or any clarifications thereof; and c. extend or amend the time schedule of the Pre-qualification and the tender. iii. Accept the exclusive application of Kenyan law with respect to the tender process. I [Name of Pre-qualification Applicant/Lead Member] hereby represent and warrant that, by virtue of this Pre-qualification Application and as of the date of this letter, all of the information submitted in the Pre-qualification Application, including the enclosed forms and documents, are accurate in all respects. Attached to this Pre-qualification Application are the following documents: i. Power of Attorney (Annex 3 a-c); ii. Basic Information Form (Annex 4); iii. Experience Form (Annex 5); iv. Audited Financial Statements (Annex 6); v. Affidavit (Annex 7); and Proposed Civil Servants PPP Housing Development In Shauri Moyo in Nairobi Page 26