Commercial - PDF document

1 Commercial - In - Confidence
Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 1 of 21 REQUEST FOR PROPOSAL (RFP) FOR SELECTION OF JOINT VENTURE PARTNER FOR DEVELOPMENT /SALE OF KCB BANK JUJA PROPERTY Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 2 of 21 TABLE OF CONTENTS Contents 1.0 INTRODUCTION ................................ ................................ ................................ ..................... 4 1.1 KCB Bank Kenya Limited Background ................................ ................................ .................... 4 1.2 Important Notes to Suppliers ................................ ................................ ................................ ..... 4 1.3 Background of the Project ................................ ................................ ................................ ......... 4 1.4 Aims and Objectives ................................ ................................ ................................ .................. 5 1.5 Deliverables ................................ ................................ ................................ ............................... 5 1.6 Cost of Bidding ................................ ................................ ................................ .......................... 7 1.7 Clarification of Bidding Document ................................ ................................ ........................... 7 1.8 Amendment of Bidding Document ................................ ................................ ............................ 8 1.9 Responsiveness of Proposals ................................ ................................ ................................ .....

2 9 1.10 Evaluation and Comparison o
9 1.10 Evaluation and Comparison of Bids ................................ ................................ .......................... 9 1.11 Code of Ethics and Conflict of Interest ................................ ................................ ...................... 9 1.12 Contract Period ................................ ................................ ................................ .......................... 9 1.13 Evaluation Process ................................ ................................ ................................ ..................... 9 SECTION 2 ................................ ................................ ................................ ................................ ...... 10 2.0 DETAILED REQUIREMENTS AND SCOPE ................................ ................................ ....... 10 2.1 Project Brief ................................ ................................ ................................ ............................. 10 2.2 Proposed Transaction Structure ................................ ................................ ............................... 11 2.3 Project Structure ................................ ................................ ................................ ....................... 12 2.4 Upon completion of the project the development units to be sold as shall be defined in the JV agreement.Project Design and Specifications ................................ ................................ .................. 13 2.5 Works Programme, Method Statement and Approvals ................................ ........................... 13 2.6 Site Visit ................................ ................................ ................................ ................................ ... 13 SECTION 3 – GENERAL CONDITIONS OF CONTRACT ................................ ......................... 14 3.1. Introduction ................................ ................................ ................................ ........................... 14 3.2. Award of Contract ................................ ................................ ................................ ................ 14 3.3. Application of General Conditions of Contract ................................ ....................

3 ............ 14 3.4. Bid Validity
............ 14 3.4. Bid Validity Period ................................ ................................ ................................ ................ 14 3.5. Non - variation of Costs ................................ ................................ ................................ ......... 14 3.6. D elays in the Bidder’s Performance ................................ ................................ ................. 14 3.7. Liquidated damages for delay ................................ ................................ ............................ 15 3.8. Governing Language ................................ ................................ ................................ ........... 15 3.9. Applicable Law ................................ ................................ ................................ ..................... 15 3.10. Bidder’s Obligations ................................ ................................ ................................ ............. 15 3.11. The Bank’s Obligations ................................ ................................ ................................ ....... 16 3.12. Confidentiality ................................ ................................ ................................ ....................... 16 3.13. Force Majeure ................................ ................................ ................................ ...................... 16 3.14. Way Forward ................................ ................................ ................................ ........................ 16 3.15. Bid Effectiveness ................................ ................................ ................................ ................. 17 3.16. Contract Provision ................................ ................................ ................................ ............... 17 3.17. Buyer’s Rights ................................ ................................ ................................ ...................... 17 3.18. Responsibility as an independent contractor ................................ ................................ .. 17 3.19. Delivery ................................ ................................ ................................ .............................

4 ... .. 17 Commercial - In - Confid
... .. 17 Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 3 of 21 3.20. Risk of Loss ................................ ................................ ................................ .......................... 18 ANNEXURES ................................ ................................ ................................ ................................ . 19 ANNEX 1 – REFERENCES ................................ ................................ ................................ ........ 19 ANNEX 2 – COMPANY BRIEF SUMMARY ................................ ................................ ............ 19 DE CLARATION ................................ ................................ ................................ ............................ 21 Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 4 of 21 SECTION 1 1.0 INTRODUCTION 1.1 K CB Bank Ken ya Limited Background The KCB Group PLC Limited is incorporated in Kenya and is a leading C ommercial banking group in the East African region, renowne d for its diversity and growth. I t has subsidiaries namely; KCB Bank Kenya Limited, a bank operating in Kenya, KCB (Tanzania) limited, a banking subsidiary operating in Tanzania, KCB (Uganda) limited, a banking subsidiary operating in Uganda, KCB (Sudan) limited, a banking subsidiary operating in Sudan, KCB (Rwanda) limited, a banking subsidiary operating in Rwanda and KCB Burundi , a banking subsidiary operating in Burund i. The Head Office for the group is located in KENCOM House Nairobi. 1.2 Important Notes to Suppliers a) Prospective Service Providers must have experience of offering similar services to firms listed in the stock exchange/finan

5 cial institutions comparable to KCB and
cial institutions comparable to KCB and complexity and must demonstrate the willingness and commitment to meet the criteria as per the questionnaire below. b) In order to simplify this process, you need to provide certified copies of all supporting documents requested under the questionnair e, for example, audited accounts, registration and compliance certificates, statements and policies among others listed. c) You may also be asked to clarify your answers or provide more details. Please answer every question. If the question does not apply to you, please write N/A; if you don’t know the answer please write N/A. d) Failure to complete this questionnaire and/or to provide written answers to any further questions or requests for additional information or requests for clarification will result in the supplier's elimination from further consideration. e) Please note that by responding to this questionnaire you accept that all answers provided in this questionnaire are legally binding on the supplier and should the need arise, may be used as evidence in an y court of law, which has jurisdiction. Further, KCB Bank Kenya Limited reserves the right without further recourse to verify at its own cost the accuracy of any answers provided herein. f) All expenses and costs incurred by a respondent in connection with t his RFP for preparation and lodging for submission (without limitation) shall be the sole responsibility of the respondent. g) Without limiting its right at law or otherwise KCB Bank Kenya Limited, may at its absolute discretion, suspend or defer this RFP. h) Wh ere necessary and if insufficient space has been provided on the questionnaire for the answers, please provide the answers as supplements on separate sheets. i) Canvassing for the tender shall lead to automatic disqualification and subsequent elimination of the applicant 1.3 Background of the Project Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 5 of 21 To support KCB’s vision to be the preferred Financ

6 ial Solutions Provide r in Africa with a
ial Solutions Provide r in Africa with a Global Reach , KCB continuously partner s with competent suppliers and service providers on various requirements. The Bank owns a property in a strategic location along Thika Superhighway , that it intends to either develop or sell based on the findings of best use study through Joint venture with suitable firm. The Bank’s contribution in the partnership shall be the land only besides being involved in overseeing the project progress as a joint beneficiary of the final returns as shall be defined in the Joint Venture Agreement . All other activ ities thereon until completion will be responsibility of the strategic partner/investor. The objective of this proposal is source for the most competitive , technically, financially, commercially sound and efficient JOINT VENTURE PARTNER FOR DEVELOPMENT AND/OR SALE OF KCB BANK JUJA PROPERTY. The service provider is to provide both Technical and Commercial Proposal. 1.4 Aims and Objectives The aim of this RFP is to select a strategic partner with the requisite technical , commercial and financial capabilities to participate in a JOINT VENTURE DEVELOPMENT /SALE OF KCB BANK JUJA PROPERTY. 1.5 Deliverables The Strategic JV partner will; a. Enter into a joint venture agreement with the Bank to develop mixed - use units /sale the propert ies b. Submit conceptual designs, drawings and layouts c. Provide cost estimates based on the Conceptual designs, drawings, and layouts d. Provide Financing strategy e. Provide profit sharing mechanisms for the Joint Venture f. Provide best exit and transfer plan 1. 6 .1. The Technical Proposal should contain the following: Bidders, willing to be considered for this RFP are expected to furnish the Bank with among others the following vital information, which will be treated in strict confidence by the Bank. a) Provid e a Company Profile and specify legal status of the firm (enclose copy of certificate of incorporation/registration /KRA PIN/Tax compliance certificate ) or equivalent b) Project implementation methodology including; Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY

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Page 6 of 21 • Project scope specifying type of development to be undertaken, timelines of the project, expected returns and project stakeholders and their roles • Project analysis that; demonstrate highest and best use analysis of site, provide clear development rationale of the project with respect to site and locatio n, highlight of potential risks and challenges to the project and recommended mitigations • Development Approach c) Proposed Project Designs. • Comprehensive overall site plans • Individual unit typologies • Project landscape designs • Project renders d) Adequate detail and rationale to be provided to support the proposed design in relation to: • Net and Gross built up areas • Project Planning • Design concepts and approach • Project environment • Landscape Design e) Construction works specifications and timelines f) Provide a lis t of available certified technical resources to be engaged for the project g) References - Demonstration of capability to handle a project of similar nature, structure, magnitude etc. provide maximum of three (3) references of projects. h) Marketing and Exit Pl an upon completion of the project. • Demonstration of the ability to un dertake sales and marketing for the project • Comprehensive description of the proposed exit plan • Demonstrate that the target price points are competitive in the market • Demonstrate that the exit timelines align to IRR target i) Any other information / documents which may be considered necessary or useful for this RFP 1. 6 .2. The Financial proposal The Bidders are required to demonstrate financial capacity to undertake the project and a track record of successful completion of similar developments. To be considered Bidders are requested to submit the following information to the Bank; a) a comprehensive financial model and investment appraisal that ha s to include; • Total development cost • Total development cost per square meter Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTU

8 RE DEVELOPMENT OF KCB BANK JUJA PROPERT
RE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 7 of 21 • Anticipated revenue per square meter of saleable space • Breakdown of total revenue • Rationale behind the assumptions used in the model supported by credible market information b) Propo sed development financials including IRR to be used to determine the project with best value for money. Among other this to include; • Break - down of total construction costs • Land Value • Planning, approval and Licenses Costs • Site and construction costs • Profess ional fees e.g. Architects, Engineers, Consultants etc. • Sales and marketing Costs • Finance costs • Other costs c) Funding structure • Debt and equity split of the project d) Project Cash flows e) Investment Return Metrics e . g.IRR, ROI, ROE, Project NPV and discounted NPV f) Provide firm commitment /evidence that the funds are available for the project g) Provision of audited accounts for last three years/demonstrate strength of balance sheet and turnover Soft Copies for each proposal are to be provided in PDF or Adobe Reader 1.7.3. Bidders are requested to hold their proposals valid for one twenty (120) days from the closing date for the submission. The Bank will make its best efforts to arrive at a decision within this p eriod. Assuming that the Contract will be satisfactorily concluded, the bidders shall be expected to commence the assignment after the final agreement is reached. 1.7.4. The Bank reserves the right to accept or to reject any bid, and to annul the bidding proce ss and reject all bids at any time prior to the award of the contract, without thereby incurring any liability to any Bidder or any obligation to inform the Bidder of the grounds for its action. 1.6 Cost of Bidding The Bidder shall bear all costs associated with the preparation and submission of its bid, and the Bank will in no case be responsible or liable for those costs, regardless of the conduct or outcome of the bidding process. 1.7 Clarification of Bidding Document Commercial - In -

9 Confidence REQUEST FOR PR
Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 8 of 21 i. All correspondence related to the contract shall be made in English. ii. Should there be any doubt or uncertainty, the Bidder shall seek clarification in writing addressed to the Head of Procurement using the e - mail below: procurement@kcbgroup.com . iii. Any clarification sought by the bidder in respect of the RFP shall be addressed at least four (4) working days before the deadline for submission of bids, in writing to the Head of Procurement through the same mail. iv. It is the responsibility of the Bidder to obtain any further information required to complete this RFP. v. Any clarification requests and their associated response will be circulated to all Bidders. vi. R equests for clarifications should be done at least 5 days bef ore closing dates. vii. The RFQ Clarification Template is as follows: - • Company Name: • Contact Person: (primary Supplier contact) • E - mail: • Phone: • Document Number/Supplier • # Date Section/ Paragraph(2) Question 1 2 3 (1) Question (s) mailing Date. (2) From the KCB Document. The queries and replies thereto shall then be circulated to all other prospective bidders (without divulging the name of the bidder raising the queries) in the form of an addendum, which shall be acknowledged in writing by the prospective bidders. Enquiries for clarifications should be sent via message service in the portal. procurement@kcbgroup.com . 1.8 Amendment of Bidding Document At any time prior to the deadline for submission of bids, the Bank, for any reason, whether at its own initiative or in response to a clarification requested by a prospective Bidder, may modify the bidding documents by amendment. Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY

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Page 9 of 21 All prospective Bidders that have received the bid ding documents will be notified of the amendment in writing, and it will be binding on them. To allow prospective Bidders reasonable time to take any amendments into account in preparing their bids, the Bank may at its sole discretion extend the deadline for the submission of bids based on the nature of the amendments. 1.9 Responsiveness of Proposals The responsiveness of the proposals to the requirements of this RFP will be determined. A responsive proposal is deemed to contain all documents or i nformation specifically called for in this RFP document. A bid determined not responsive will be rejected by the Bank and may not subsequently be made responsive by the Bidder by correction of the non - conforming item(s). 1.10 Evaluation and Comparison of Bids Technical proposals will be evaluated and will form the basis for bids comparison. Only proposal that pass the technical evaluation will be eligible for financial evaluation. The financial evaluation will be done in Kenya Shillings 1.11 Code of Ethics and Conflict of Interest KCB Bank Kenya is a member of the Global Compact Network Kenya that promotes responsible business conduct. Therefore, the information requested below must be submitted as part of the technical proposal documentation of the firm. C ode of Conduct/Ethics a) Does your company have a code of conduct policy? If so, please attach a copy. b) Indicate if your company subscribes to a professional body with a code of conduct/ethics. 1.12 Contract Period The shall be as specified in the terms of reference or as agreed by both parties . 1.13 Evaluation Process A three - stage procedure will be adopted by the Bank for evaluating the proposals, the three stages shal l include; i. Desktop Technical Evaluation ii. Presentation /Proof of Concept iii. Commercial Evaluation Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY

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Page 10 of 21 SECTION 2 2.0 DETAILED REQUIREMENTS AND SCOPE 2.1 Project Brief KCB Bank Kenya Limited is the registered owner of properties (six properties with distinct Title deed adjacent to each other). The Properties are situated in Juja Town, with direct access to Thika Super highway. The bank intends to dispose the properties by either outright sale or undertake redevelopment of the land parcels into a mixed - use project comprising of about/or over 5,786 units of various assets types such as residential, commercial and retail, student accommodation, indus trial and light logistics for outright sale to the public. . To achieve this, the Bank wishes to source for a strategic partner/investor that is interested in the mentioned project through a joint venture with the Bank . • Land References Numbers: LR Nos. 11 406, 8067&68, 255/3,4 &5 • Location: the properties are situated in a strategic area; Juja Township, along Juja Farm Road accessing to Thika Superhighway Property Tenure: Leasehold with varying terms • Size: Approximately 153.17 acres • Value: Ksh.6 .035 Billion . This has been provided for the purposes of arriving at IRR • User: Mixed use d development (Residential, Commercial, Institutional, Industrial & Light logistics etc) • Improvement: The subject properties are vacant with two schools and a playground on an estimated area of 50,000sqm of land. • General remarks: The properties are situated in a multi user zone with close proximity to several social amenities and utilities. Juja town is peri - urban area that is currently experiencing rapid development in Nairob i. It is well served with mains services. The properties are in the neighborhood of reputable education institutions such as Juja Preparatory school, Jomo Kenyatta University of Agriculture and Technology, Kalimoni Senior school among others. Juja City mal l, Juja shopping centre and a number of recreational facilities are close to the proposed site. Accessibility to the subject properties and proximity to various social amenities increases the suitability of the parcels for the proposed development. Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOI

12 NT VENTURE DEVELOPMENT OF KCB BANK JUJA
NT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 11 of 21 Object ives of the Project To s ell/purchase the six properties and/ or develop a financially and commercially viable mixed use project , - Bidders to demonstrate how their selected project/property asset mix with a market feasibility illustrating the viability of the development and projected end – user/market acceptance. Generally, it is intended that the proposed project will ; • Provide Value for money for both KCB Bank Kenya Ltd and the strategic partner • Affordable and acceptable to the market • Commercially viable project 2.2 Proposed Transaction Structure The Bank intends to undertake the project through Joint venture between the Ban k and the successful partner via Special Purpose Vehicle. The Bank’s contribution will be Land while the JV Partner shall provide all development/sale capital. Partnership ma nagement structure, profit sharing structure, capital obligations of each party a nd relationship between the Bank and the selected partner shall be governed by the following project agreements; • A joint Venture Agreement Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 12 of 21 • Any other agreements that may be deemed necessary At own cost, the Bidder should provide the following technical tender proposal . • Provide a preliminary market and financial feasibility report; • Provide preliminary development master plan, designs and typologies backed by the market and financial feasibility report; • Provide Tenders for best use development, IRR calculations and the best value for money via a comprehensive financial model whilst demonstrating a clean basis/justification for the proposed IRR. • Provide Tenders for best profit sharing under the JV. • Pro vide a comprehensive

13 financing strategy and plan of the proj
financing strategy and plan of the project including the best exit plan. Upon successful award to provide the following: • Conduct a comprehensive market and financial feasibility study • Procure and enter into contracts with all project professionals and contractors or as shall be guided by the Joint Venture Agreement • Undertake all statutory studies including environmental impact assessment study for the proposed project • Undertake detailed design, including but not limited to arch itectural designs, structural designs, electrical and mechanical services designs and preparation of bills of quantities • Procure all necessary approvals necessary for (i) undertaking the project upto its completion and (b) exit of the resulting development. • Undertake construction of the project to completion with control of and responsibility towards timely completion of the develop ment • Undertake sales and marketing of the project as shall be stipulated in the Joint Venture Agreement 2.3 Project Structure • The Bank proposes the project to be implemented through an SPV whose structure shall be agreed with the selected partner on basis of ease of exit, tax efficiency and management flexibility. The structure of the project shall be further defined by the JV agreement. • Upon successful appointment and entry into the Joint venture agreement the appointed JV Partner shall submit a detailed arc hitectural, structural, mechanical, and electrical designs, plans and drawings, layouts and specifications . The Bank shall review and recommend and suggest modifications as may be reasonably necessary and shall in so doing conform to all Laws, regulations or guidelines in Kenya including the National Environmental Management guidelines/regulations. • Successful Bidder shall: a) Procure all regulatory approvals necessary for the Project . Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 13 of 21 b) Carry out Project technical and financial feasibility studies as well as Environme

14 ntal impact assessment c) Enter into
ntal impact assessment c) Enter into contracts with all project teams and become liable to monitor their performance and accept any liability for breach of those contracts d) Be developer and remain responsible for preparation of BOQs, tendering and construction. 2.4 Upon completion of the project the development units to be sold as shall be defined in the JV agreement. Project Design and Specifications The successful Partner shall be responsible for designing , building and financing the pr oject as shall be detailed in the Joint Venture Agreement with the Bank. Bidders are required to undertake the site investigation (confirm size and site layout, topographical survey, geotechnical survey etc. ) , undertake master Plan and schematic layout, Architectural designs clearly indicating the site layouts, floor plans elevations and sections, Land scaping designs etc . 2.5 Works Programme, Method Statement and Approvals The Bidder s to provide comprehensive work programme with clear outputs and technical information, including drawings and charts as necessary, to comply with the requirements. Upon successful selection, the Partner to obtain all relevant approvals needed to execute the project e.g. County Government of Kiambu Approval, lands and physical planning approvals, National Construction Authority approvals , Water Resource Authority Approvals etc. 2.6 Site Visit Interested Bidders are encouraged to visit and examine the site and the surrounding environment and obtain information that will be relevant in preparing the RFP and entering into a contract. The bank will organise one site visits for all interested bidders. Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 14 of 21 SEC TION 3 – GENERAL CONDITIONS OF CONTRACT 3.1. Introduction Specific terms of contract shall be discussed with the bidder whose proposal will be accepted by the Bank. The resulting contract shall include but not be limited to the general terms of contract as stated be

15 low from 3.2 to 3.23. 3.2. Award of
low from 3.2 to 3.23. 3.2. Award of Contract Following the opening and evaluation of proposals, the Bank will award the Contract to the successful bidder or multiple bidders whose bids have been determined to be substantially responsive. T he Bank will communicate to the selected bidder its intention to finalize the draft conditions of engagement submitted earlier with his proposals. After agreement will have been reached, the successful Bidder shall be invited for agreement and signing of t he Contract Agreement to be prepared by the Bank in consultation with the Bidder. 3.3. Application of General Conditions of Contract These General Conditions (sections 3.2 to 3.23) shall apply to the extent that they are not superseded by provisions in other p arts of the Contract that shall be signed. 3.4. Bid Validity Period Bidders are requested to hold their proposals valid for one hundred and twenty ( 12 0) days from the closing date for the submission. 3.5. Non - variation of Costs The prices quoted for the service and subsequently agreed and incorporated into the contract shall be held fixed for the contract period. 3.6. Delays in the Bidder’s Performance Delivery and performance of the solution shall be made by the successful Bidder in accordance with the time schedule as per Agreement. If at any time during the performance of the Contract, the Bidder should encounter conditions impeding timely delivery and performance of the Solution, the Bidder shall promptly notify the Bank in writing of the fact of the dela y, it’s likely duration and its cause(s). As soon as practicable after receipt of the Bidder's notice, the Bank shall evaluate the situation and may at its discretion extend the Bidder's time for performance, with or without liquidated damages, in which ca se the extension shall be ratified by the parties by amendment of the Contract. Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 15 of 21 Except in the case of “force majeure” as provided in Clause 3.14, a delay by the Bidder in the

16 performance of its delivery obligations
performance of its delivery obligations shall render the Bidder liable to the im position of liquidated damages pursuant to Clause 3.8. 3.7. Liquidated damages for delay The contract resulting out of this RFP shall incorporate suitable provisions for the payment of liquidated damages by the bidders in case of delays in performance of contr act. All services must be delivered and implemented within agreed timelines after the bank issues a purchase order. Any delayed in commencement of the execution of the contract will attract a penalty which will be specified in the agreement signed by both parties Notwithstanding the provisions detailed in this section above, the bank reserves the right to terminate the award at any time and take corrective measures as necessary to protect the bank interests, which interest are solely determined by the b ank. 3.8. Governing Language The Contract shall be written in the English Language. All correspondence and other documents pertaining to the Contract which are exchanged by the parties shall also be in English. 3.9. Applicable Law This agreement arising out of thi s Request for Proposal shall be governed by and construed in accordance with the laws of Kenya and the parties submit to the exclusive jurisdiction of the Kenyan Courts. 3.10. Bidder’s Obligations The Bidder is obliged to work closely with the Bank's staff, act within its own authority, and abide by directives issued by the Bank that are consistent with the terms of the Contract. The Bidder will abide by the job safety measures and will indemnify the Bank from all demands or responsibilities arising f rom accidents or loss of life, the cause of which is the Bidder's negligence. The Bidder will pay all indemnities arising from such incidents and will not hold the Bank responsible or obligated. The Bidder is responsible for managing the activities of its personnel, or subcontracted personnel, and will hold itself responsible for any misdemeanors. The Bidder will not disclose the Bank's information it has access to, during the course of the work, to any Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY

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Page 16 of 21 other third parties without the prior written authori zation of the Bank. This clause shall survive the expiry or earlier termination of the contract 3.11. The Bank’s Obligations In addition to providing Bidder with such information as may be required by the bidder to complete the project, the Bank shall, a) Provide the Bidder with specific and detailed relevant information concerning the contract b) In general, provide all information and access to Bank's personnel; 3.12. Confidentiality The parties undertake on behalf of themselves and their employees, agents and permitted subcontractors that they will keep confidential and will not use for their own purposes (other than fulfilling their obligations under the contemplated contract) nor without the prior written consent of the other disclose to any third party any information of a confidential nature relating to the other (including, without limitation, any trade secrets, confidential or proprietary technical information, trading and financial details and any other information of commercial value) which may become known to the m under or in connection with the contemplated contract. The terms of this Clause shall survive the expiry or earlier termination of the contract. 3.13. Force Majeure a. Neither Bidder nor Bank shall be liable for failure to meet contractual obligations due to Forc e Majeure. b. Force Majeure impediment is taken to mean unforeseen events, which occur after signing the contract with the successful bidder, including but not limited to strikes, blockade, war, mobilization, revolution or riots, natural disaster, acts of God , refusal of license by Authorities or other stipulations or restrictions by authorities, in so far as such an event prevents or delays the contractual party from fulfilling its obligations, without its being able to prevent or remove the impediment at rea sonable cost. c. The party involved in a case of Force Majeure shall immediately take reasonable steps to limit consequence of such an event. d. The party who wishes to plead Force Majeure is under obligation to inform in writing the other party without delay of the event, of the time it began and its probable duration. T

18 he moment of cessation of the event shal
he moment of cessation of the event shall also be reported in writing. e. The party who has pleaded a Force Majeure event is under obligation, when requested, to prove its effect on the fulf illing of the contemplated contract. 3.14. Way Forward Once the bids are opened, bid analysis will commence and vendors may be informed when their bid has been short - listed. Short listed vendors will be invited to demonstrate Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 17 of 21 their proposal if need be and to m ake arrangements for site visits. In the event that the bank may need to visit client site, vendors will be notified in writing. The bank may also make surprise unannounced visits to the vendors offices to verify any information contained in the bid docume nt. All visits are at the discretion of the bank. 3.15. Bid Effectiveness It is a condition of the bank that the vendor guarantees the sufficiency, and effectiveness of the service model proposed to meet the bank requirements as outlined in this document. The B ank will hold the vendor solely responsible for the accuracy and completeness of information supplied in response to this tender. The bank will hold the vendor responsible for the completeness of the service model proposed and that were the vendor to be aw arded the tender, they would implement the service model without any additional requirements from the bank. 3.16. Contract Provision The bank will not make any payments in advance. The Bank will issue a Purchase Order for all the services ordered. The Purchase Order will be paid within 45 days after as agreed upon aforesaid herein. Any payments for the maintenance services will be subject to a contract to be agreed with the vendor. The bank will not accept partial deliveries and neither will the bank make partia l payments. 3.17. Buyer’s Rights The Bank reserves the right to reject any or all the tender bids without giving any reasons and the Bank has no obligation to accept any offer made. The Bank also reserves the right to keep its select

19 ion and selection criteria c onfidential
ion and selection criteria c onfidential. Bids not strictly adhering to tender document conditions may not be considered by the Bank whose decision on the matter shall be final. The vendor’s terms and conditions will not form part of any contract with the Bank in relation to this tend er. Bids not strictly adhering to RFP conditions may not be considered by KCB whose decision on the matter shall be final. Canvassing is prohibited and will lead to automatic disqualification. 3.18. Responsibility as an independent contractor The vendor agrees to take overall responsibility for any services rendered; regardless of whether third parties engaged by the vendor or the vendor himself carry them out 3.19. Delivery The delivery timelines shall be as specified in the scope of work, bank will not accept any partial deliveries. Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 18 of 21 3.20. Risk of Loss The supplier covers all risks of loss and damage to any equipment for the implementation of the solution, until the equipment has b een delivered to the premises of KCB. Once the equipment /solution has been installed and tested the responsibility is transferred to KCB. Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 19 of 21 ANNEXURES ANNEX 1 – REFERENCES References of similar services Note: The Firms should submit the references in this format. N o Name of Firm/Compa ny Contract reference and brief descriptio n: Date contract awarded /Period Date contract Complete d / in progress Customer contact name and phone number Value of Contract: (KES/US D) 1 2 3 4 5 6 7 8 9

20 10 ANNEX 2
10 ANNEX 2 – COMPANY BRIEF SUMMARY Company Years of experience Core Business Key Contact Geographical Spread in operation No. of Staff Area of Specialization List of Directors and shareholdings Customer Base Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 20 of 21 ANNEX 3: VENDOR CONFLICT OF INTEREST DISCLOSURE FORM All vendors interested in conducting business with the bank must complete and return the Vendor Conflict of Interest Disclosure Form in order to be eligible to be awarded a contract. Please note that all vendors are subject to comply with the Bank’s Code of Ethical Conduct and conflict of interest policies as are applicable as stated within the certification section belo w. Any vendor who does not provide or provides misleading or incorrect information on the disclosure form shall be disqualified from participation. The contract shall be voidable by the Bank if the misleading or incorrect information on the form is disco vered by the Bank subsequent to execution of a contract. If a vendor has a relationship with a bank official or employee, an immediate family member (spouse, children, parents & siblings) of a bank official or employee, the vendor shall disclose the information required below. Certification: I hereby certify that to my knowledge, there is no conflict of interest involving the vendor named below: - 1. No Bank official or employee or Bank emp loyee’s immediate family member has an ownership interest in vendor’s company or is deriving personal financial gain from this contract. 2. No retired or separated Bank official or employee who has been retired or separated from the Bank for less than one (1) year has an ownership interest in vendor’s Company. 3. No Bank employee is currently employed or prospectively to be employed by the vendor. 4. Please note any exceptions below: - Vendor Name Vendor Phone Number Conflict of Interest Disclosure* Name of Bank employees, ex - emplo

21 yees, elected officials or immediate fa
yees, elected officials or immediate family members with whom there may be a potential conflict of interest __________________________________ ( ) Relationship to employee ____________________________________ ( ) Interest in v endor’s company ____________________________________ ( ) Other ____________________________________ *Disclosing a potential conflict of interest does not disqualify vendors. In the event vendors do not disclose potential Conflicts of interest and they are detected by the Bank; vendor will be disqualified from doing business with the Bank. I certify that the information provided is true and correct by my signature below: __________________________ _________ _____________________________ Signature of Vendor Authorized Date Printed Name of Vendor Authorized Representative Representative Commercial - In - Confidence REQUEST FOR PROPOSAL (RFP) FOR JOINT VENTURE DEVELOPMENT OF KCB BANK JUJA PROPERTY Page 21 of 21 DECLARATION Please complete the declaration below and attach this document in it’s entirety to your response. Also ensure that you have indicated the areas of interest and that you have answered all questions in the same order and numbering as given in this document. I/we certify that the information provided in response to this Questionnaire is accurate and complete as at the date set out below. I/we understand that the provision of false information in response to this Questionnaire could result in the Company bein g excluded from the list of those who may be invited to tender for a contract with KCB Bank Kenya Limited . I/we undertake to inform KCB Bank Kenya Limited Ltd promptly following any matter which would alter or add to any of the information given in response to this Questionnaire. I/we make this declaration for and on behalf of the Company. Signed: ……………………………………… Name: ……………………………………… Position: ……………… ……………………… Date: ………………………. Company