FEASIBILITY STUDY FOR NAIROBI URBAN WASTE TO ELECTRICITY PLANT

Kenya Electricity Generating Company Ltd Stima Plaza, Kolobot Road, Parklands P.O BOX 47936, 00100 NAIROBI. Website: www.kengen.co.ke

REQUEST FOR PROPOSALS

January 2010

FEASIBILITY STUDY FOR NAIROBI URBAN WASTE TO ELECTRICITY PLANT

3 CONTENTS SECTION 1. INVITATION TO TENDER .................................................................................... 4 SECTION 2. INFORMATION TO THE CONSULTANT ............................................................ 5 DATA SHEET .............................................................................................................................. 16 SECTION 3. TECHNICAL PROPOSAL - STANDARD FORMS ............................................ 20 SECTION 4. FINANCIAL PROPOSAL - STANDARD FORMS ............................................. 31 SECTION 5. TERMS OF REFERENCE ..................................................................................... 38 SECTION 6. STANDARD FORMS OF CONTRACT ............................................................... 48 SECTION 7. SPECIAL CONDITIONS OF CONTRACT ......................................................... 61

4 SECTION 1. INVITATION TO TENDER RE: FEASIBILITY STUDY FOR NAIROBI URBAN WASTE TO ELECTRICITY PLANT The Kenya Electricity Generating Company Limited invites proposals from eligible consultancy firms to carry out a Feasibility Study for Nairobi Urban Waste to Electricity Plant whose specifications are detailed in the Terms of Reference. Firms may submit their proposals in association with other firms or individuals. Interested eligible candidates may obtain further information from, and inspect the RFP documents at the office of: Supply Chain Manager Tel: (254) (020) 3666000 Fax: (254) (020) 3666200 Email: pkimemia@kengen.co.ke c.c: ckiara@kengen.co.ke A complete set of RFP documents may be collected upon payment of a non-refundable fee of KShs.3,000.00 paid in cash at any KenGen office or through a bankers cheque. The documents can also be viewed and downloaded from the website www.kengen.co.ke. Bidders who down load the document from the website will be required to pay a reduced fee of KShs.2000.00 at any KenGen office. The tender must be delivered in plain sealed envelope clearly marked REQUEST FOR PROPOSALS FOR CONSULTANCY SERVICES FOR FEASIBILITY STUDY FOR URBAN WASTE TO ELECTRICITY POWER PLANT Proposals must be delivered to: Company Secretary, Legal & Corporate Affairs Director, Kenya Electricity Generating Company Limited, 7th Floor, Stima Plaza Phase III, Kolobot Road, Parklands, P.O. Box 47936-00100, NAIROBI, KENYA. On or before 15th March 2010 at 10.00 a.m. The proposals will be opened on 15th March 2010 at 10.30 a.m. in the presence of the firms representatives who choose to attend at Stima Plaza phase III, Executive Committee Room, 7th floor. SUPPLY CHAIN MANAGER

5 SECTION 2. INFORMATION TO THE CONSULTANT 1. Introduction 1.1 KenGen, the Client will select a firm, in accordance with the method of selection specified in the Data Sheet. The Firms are invited to submit a Technical Proposal and a financial proposal, or a Technical Proposal only, as specified in the Data Sheet for Consultancy services required for the assignment named in the Data Sheet. The proposal will be the basis for contract negotiations and ultimately for a signed contract with the selected firm. The assignment shall be implemented in accordance with the programme indicated in the Data Sheet. When the assignment includes several phases, the performance of the Consultant under each phase must be to the Client's satisfaction before work begins on the next phase.

1.2

1.3

1.4 The Consultants must familiarize themselves with local conditions and take them into account in preparing their proposals. To obtain firsthand information on the assignment and on the local conditions, Consultants are encouraged to visit the Client before submitting a proposal and to attend a pre-proposal conference if one is specified in the Data Sheet. Attending the pre-proposal conference is optional. The Consultant representative should contact the officials named in the Data Sheet to arrange for their visit or to obtain additional information on the pre-proposal conference. Consultants should ensure that these officials are advised of the visit in adequate time to allow them to make appropriate arrangements. 1.5 The Client will provide the inputs specified in the Data Sheet. This includes provision of copies of previous study reports and data, where they exist and counterpart personnel. 1.6 Please note that (i) the costs of preparing the proposal and of negotiating the contract, including a visit to the Client, are not reimbursable as a direct cost of the assignment; and (ii) the Client is not bound to accept any of the proposals submitted. Clients policy requires that Consultants provide professional, objective, and impartial advice and at all times hold the Clients interests paramount, without any consideration for future work, and strictly avoid conflicts with other assignments or their own corporate interests. Consultants shall not be hired for any

1.7

6 assignment that would be in conflict with their prior or current obligations to other clients, or that may place them in a position of not being able to carry out the assignment in the best interest of the Client. 1.7.1 Without limitation on the generality of this rule, Consultants shall not be hired under the circumstances set forth below: (a) A firm which has been engaged by the Client to provide goods or works for a project, and any of their affiliates, shall be disqualified from providing Consultancy services for the same project. Conversely, firms hired to provide Consultancy services for the preparation or implementation of a project, and any of their affiliates, shall be disqualified from subsequently providing goods or works or services related to the initial assignment (other than a continuation of the firms earlier Consultancy services) for the same project. Consultant or any of their affiliates shall not be hired for any assignment which, by its nature, may be in conflict with another assignment of the Consultant.

(b)

1.7.2

As pointed out in paragraph 1.7.1 (a) above, Consultants may be hired for downstream work, when continuity is essential, in which case this possibility shall be indicated in the Data Sheet and the factors used for the selection of the Consultant should take the likelihood of continuation into account. It will be the exclusive decision of the Client whether or not to have the downstream assignment carried out, and if it is carried out, which Consultant will be hired for the purpose. Any previous or ongoing participation in relation to the assignment by the firm, its professional staff, or its affiliates or associates under a contract with the Client may result in rejection of the proposal. Consultant should clarify their situation in that respect with the Client before preparing the proposal.

1.7.3

7 1.8 The Client requires that Consultants observe the highest standard of ethics during the execution of this contract. In pursuance of this policy, the Client: (a) defines, for the purposes of this provision, the terms set forth below as follows: (i) Corrupt practice means the offering, giving, receiving, or soliciting of anything of value to influence the action of a public official in the selection process or in contract execution; and Fraudulent practice means a misrepresentation of facts in order to influence a selection process or the execution of a contract to the detriment of the client, and includes collusive practices among Consultants (prior to or after submission of proposals) designed to establish prices at artificial, noncompetitive levels and to deprive the client of the benefits of free and open competition.

(ii)

(b) Will reject a proposal for award if it determines that the firm recommended for award has engaged in corrupt or fraudulent activities in competing for the contract in question; (c) Will cancel the firms contract if it at any time determines that corrupt or fraudulent practices were engaged in by representatives of the client or of a consultant during the selection process or the execution of that contract, without the consultant having taken timely and appropriate action satisfactory to the client to remedy the situation; (d) Will declare a firm ineligible, either indefinitely or for a stated period of time, if it at any time determines that the firm has engaged in corrupt of fraudulent practices in competing for, or in executing the contract. 1.9 Consultants shall not be under a declaration of ineligibility for corrupt and fraudulent practices issued by the Funding agency in accordance with the above sub paragraph 1.8 (d). Consultant shall furnish information as described in the Financial Proposal submission form (Section 4A) on commissions and gratuities, if any, paid or to be paid to agents

1.10

8 relating to this proposal, and to execute the work if the firm is awarded the contract. 1.11 Consultants shall be aware of the provisions on fraud and corruption stated in the Standard Contract under the clauses indicated in the Data Sheet. Consultant may request a clarification of any of the RFP documents up to the number of days indicated in the Data Sheet before the proposal submission date. Any request for clarification must be sent in writing by paper mail, facsimile, or electronic mail to the Clients address indicated in the Data Sheet. The Client will respond by facsimile or electronic mail to such requests and will send written copies of the response (including an explanation of the query but without identifying the source of inquiry) to all Consultants who intend to submit proposals. At any time before the submission of proposals, the Client may, for any reason, whether at its own initiative or in response to a clarification requested by, a tenderer, amend the RFP. Any amendment shall be issued in writing through addenda. Addenda shall be sent by mail, facsimile, or electronic mail to all tendering Consultants and will be binding on them. The Client may at its discretion extend the deadline for the submission of proposals. Consultants are requested to submit a proposal (paragraph. 1.2) written in the language(s) specified in the Data Sheet. In preparing the Technical Proposal, Consultants are expected to examine the documents constituting this RFP in detail. Material deficiencies in providing the information requested may result in rejection of a proposal. While preparing the Technical Proposal, Consultant must give particular attention to the following: (i) If a Consultant considers that it does not have all the expertise for the assignment, it may obtain a full range of expertise by associating with individual Consultant(s) and/or other Consultant or entities in a joint venture or subcontract, as appropriate. Consultant may associate with the other Consultants. The Consultant are encouraged to seek the participation of

2. Clarification and Amendment of RFP Documents

2.1

2.2

3. Preparation of Proposal Technical Proposal

3.1

3.2

3.3

9 local Consultant by entering into a joint venture with, or subcontracting part of the assignment to, national Consultant. (ii) For assignments on a staff-time basis, the estimated number of professional staff-months is given in the Data Sheet. The proposal shall, however, be based on the number of professional staff-months estimated by the firm. For fixed-budget-based assignments, the available budget is given in the Data Sheet, and the Financial Proposal shall not exceed this budget. It is desirable that the majority of the key professional staff proposed be permanent employees of the firm or have an extended and stable working relationship with it. Proposed professional staff must, at a minimum, have the experience indicated in the Data Sheet, preferably working under conditions similar to those prevailing in the country of the assignment. Alternative professional staff shall not be proposed, and only one curriculum vitae (CV) may be submitted for each position. Reports to be issued by the Consultant as part of this assignment must be in the language(s) specified in the Data Sheet. It is desirable that the firms personnel have a working knowledge of the Clients national language.

(iii)

(iv)

(v)

(vi)

3.4

The Technical Proposal shall provide the following information using the attached Standard Forms (Section 3): (i) A brief description of the firms organization and an outline of recent experience on assignments (Section 3B) of a similar nature. For each assignment, the outline should indicate, inter alia, the profiles of the staff proposed, duration of the assignment, contract amount, and firms involvement. Any comments or suggestions on the Terms of Reference and on the data, a list of services, and facilities to be provided by the Client (Section 3C). A description of the methodology and work plan for

(ii)

(iii)

10 performing the assignment (Section 3D). (iv) The list of the proposed staff team by specialty, the tasks that would be assigned to each staff team member, and their timing (Section 3E). CVs recently signed by the proposed professional staff and the authorized representative submitting the proposal (Section 3F). Key information should include number of years working for the firm/entity and degree of responsibility held in various assignments during the last eight (8) years. The CVs must be signed by the proposed professional staff. Estimates of the total staff input (professional and support staff; staff time) needed to carry out the assignment, supported by bar chart diagrams showing the time proposed for each professional staff team member (Sections 3E and 3G). A detailed description of the proposed methodology, staffing, and monitoring of training, if the Data Sheet specifies training as a major component of the assignment.

(v)

(vi)

(vii)

(viii) Any additional information requested in the Data Sheet. 3.5 The Technical Proposal shall not include any financial information. In preparing the Financial Proposal, Consultants are expected to take into account the requirements and conditions outlined in the RFP documents. The Financial Proposal should follow Standard Forms (Section 4). It lists all costs associated with the assignment, including (a) remuneration for staff (foreign and local, in the field and at headquarters), and (b) reimbursable expenses such as subsistence (per diem, housing), transportation (international and local, for mobilization and demobilization), services and equipment (vehicles, office equipment, furniture, and supplies), office rent, insurance, printing of documents, surveys, and training, if it is a major component of the assignment. If appropriate, these costs should be broken down by activity and, if appropriate, into foreign and local expenditures.

Financial Proposal

3.6

11 3.7 The Financial Proposal should clearly estimate, as a separate amount, the local taxes (including social security), duties, fees, levies, and other charges imposed under the applicable law, on the Consultant, the sub-Consultant, and their personnel (other than nationals or permanent residents of Kenya), unless the Data Sheet specifies otherwise. Consultant may express the price of their services in the currency of any country. The Consultant may not use more than three foreign currencies. The Client may require Consultant to state the portion of their price representing local cost in the national currency if so indicated in the Data Sheet. Commissions and gratuities, if any, paid or to be paid by Consultant and related to the assignment will be listed in the Financial Proposal submission form (Section 4A). The Data Sheet indicates how long the proposals must remain valid after the submission date. During this period, the Consultant is expected to keep available the professional staff proposed for the assignment. The Client will make its best effort to complete negotiations within this period. If the Client wishes to extend the validity period of the proposals, the Consultant who do not agree have the right not to extend the validity of their proposals. The original proposal (Technical Proposal and, if required, Financial Proposal; see paragraph 1.2) shall be prepared in indelible ink. It shall contain no interlineation or overwriting, except as necessary to correct errors made by the firm itself. Any such corrections must be initialled by the persons or person who sign(s) the proposals. An authorized representative of the firm initials all pages of the proposal. The representatives authorization is confirmed by a written power of attorney accompanying the proposal. For each proposal, the Consultant shall prepare the number of copies indicated in the Data Sheet. Each Technical Proposal and Financial Proposal shall be marked ORIGINAL or COPY as appropriate. If there are any discrepancies between the original and the copies of the proposal, the original governs. The original and all copies of the Technical Proposal shall be

3.8

3.9

3.10

4. Submission, Receipt, and Opening of Proposals

4.1

4.2

4.3

4.4

12 placed in a sealed envelope clearly marked Technical Proposal, and the original and all copies of the Financial Proposal in a sealed envelope clearly marked FINANCIAL PROPOSAL and warning: DO NOT OPEN WITH THE TECHNICAL PROPOSAL. Both envelopes shall be placed into an outer envelope and sealed. This outer envelope shall bear the submission address and other information indicated in the Data Sheet and be clearly marked, DO NOT OPEN, EXCEPT IN PRESENCE OF THE EVALUATION COMMITTEE. 4.5 The completed Technical and Financial Proposals must be delivered at the submission address on or before the time and date stated in the Data Sheet. Any proposal received after the closing time for submission of proposals shall be returned unopened. After the deadline for submission of proposals, the Technical Proposal shall be opened immediately by the evaluation committee. The Financial Proposal shall remain sealed and deposited with a respectable public auditor or independent authority until all submitted proposals are opened publicly.

4.6

5. Proposal Evaluation General

5.1

From the time the bids are opened to the time the contract is awarded, if any Consultant wishes to contact the Client on any matter related to its proposal, it should do so in writing at the address indicated in the Data Sheet. Any effort by the firm to influence the Client in the Clients proposal evaluation, proposal comparison or contract award decisions may result in the rejection of the Consultants proposal. Evaluators of Technical Proposals shall have no access to the Financial Proposals until the technical evaluation is concluded. The evaluation committee, appointed by the Client as a whole, and each of its members individually, evaluates the proposals on the basis of their responsiveness to the Terms of Reference, applying the evaluation criteria, sub-criteria and point system specified in the Data Sheet. Each responsive proposal will be given a technical score (St). A proposal shall be rejected at this stage if it does not respond to important aspects of the Terms of Reference or if it fails to achieve the minimum technical score indicated in the Data Sheet.

5.2

Evaluation of Technical Proposals

5.3

13 5.4 In the case of Quality-Based Selection, Selection Based on Consultants Qualifications, and Single-Source Selection, the highest ranked firm or firm selected on a single-source basis is invited to negotiate its proposal and the contract on the basis of the Technical Proposal and the Financial Proposal submitted in accordance with the instructions given in paragraph 1.2 and the Data Sheet. After the evaluation of quality is completed, the Client shall notify those Consultants whose proposals did not meet the minimum qualifying mark or were considered non-responsive to the RFP and Terms of Reference, indicating that their Financial Proposals will be returned unopened after completing the selection process. The Client shall simultaneously notify the Consultant that have secured the minimum qualifying mark, indicating the date and time set for opening the Financial Proposals. The notification may be sent by registered letter, facsimile, or electronic mail. The Financial Proposals shall be opened publicly in the presence of the Consultant representatives who choose to attend. The name of the Consultant, the quality scores, and the proposed prices shall be read aloud and recorded when the Financial Proposals are opened. The Client shall prepare minutes of the public opening. The evaluation committee will determine whether the Financial Proposals are complete (i.e., whether they have costed all items of the corresponding Technical Proposals; if not, the Client will cost them and add their cost to the initial price), correct any computational errors, and convert prices in various currencies to the single currency specified in the Data Sheet. The official selling rates used, provided by the source indicated in the Data Sheet, will be those in effect on the date indicated in the Data Sheet. The evaluation shall exclude those taxes, duties, fees, levies, and other charges imposed under the applicable law; and to be applied to foreign and nonpermanent resident Consultant (and to be paid under the contract, unless the Consultant is exempted), and estimated as per paragraph 3.7. In case of QCBS, the lowest Financial Proposal (Fm) will be given a financial score (Sf) of 100 points. The financial scores (Sf) of the other Financial Proposals will be computed as indicated in the Data Sheet. Proposals will be ranked according to their combined technical (St) and financial (Sf)

5.5 Public Opening and Evaluation of Financial Proposals: Ranking (QCBS, FixedBudget, and Least-Cost Selection 5.6 Methods Only)

5.7

5.8

14 scores using the weights (T = the weight given to the Technical Proposal; P = the weight given to the Financial Proposal; T + P = 1) indicated in the Data Sheet: S St T % Sf P % . The firm achieving the highest combined technical and financial score will be invited for negotiations. 5.9. In the case of Fixed-Budget Selection, the Client will select the firm that submitted the highest ranked Technical Proposal within the budget (evaluated price). Proposals that exceed the indicated budget will be rejected. In the case of the LeastCost Selection, the Client will select the lowest proposal (evaluated price) among those that passed the minimum technical score. In both cases the selected firm is invited for negotiations. Negotiations will be held at the address indicated in the Data Sheet. The aim is to reach agreement on all points and sign a contract. Negotiations will include a discussion of the Technical Proposal, the proposed methodology (work plan), staffing and any suggestions made by the firm to improve the Terms of Reference. The Client and firm will then work out final Terms of Reference, staffing, and bar charts indicating activities, staff, periods in the field and in the home office, staff-months, logistics, and reporting. The agreed work plan and final Terms of Reference will then be incorporated in the Description of Services and form part of the contract. Special attention will be paid to getting the most the firm can offer within the available budget and to clearly defining the inputs required from the Client to ensure satisfactory implementation of the assignment. The financial negotiations will include a clarification (if any) of the firms tax liability in the Clients country, and the manner in which it will be reflected in the contract; and will reflect the agreed technical modifications in the cost of the services. Unless there are exceptional reasons, the financial negotiations will involve neither the remuneration rates for staff (no breakdown of fees) nor other proposed unit rates in the cases of QCBS, Fixed-Budget Selection, and the LeastCost Selection methods. For other methods, the firm will provide Consultant with the information on remuneration rates described in the Appendix to this information.

6. Negotiations

6.1

6.2

6.3

15

6.4

Having selected the firm on the basis of, among other things, an evaluation of proposed key professional staff, the Client expects to negotiate a contract on the basis of the experts named in the proposal. Before contract negotiations, the Client will require assurances that the experts will be actually available. The Client will not consider substitutions during contract negotiations unless both parties agree that undue delay in the selection process makes such substitution unavoidable or that such changes are critical to meet the objectives of the assignment. If this is not the case and if it is established that key staff were offered in the proposal without confirming their availability, the firm may be disqualified. The negotiations will conclude with a review of the draft form of the contract. To complete negotiations the Client and the firm will initial the agreed contract. If negotiations fail, the Client will invite the firm whose proposal received the second highest score to negotiate a Contract. The contract will be awarded following negotiations. After negotiations are completed, the Client will promptly notify other Consultant on the shortlist that they were unsuccessful and return the unopened Financial Proposals of those Consultants who did not pass the technical evaluation (paragraph 5.3). The firm is expected to commence the assignment on the date and at the location specified in the Data Sheet. Information relating to evaluation of proposals and recommendations concerning awards shall not be disclosed to the Consultant who submitted the proposals or to other persons not officially concerned with the process, until the winning firm has been notified that it has been awarded the contract.

6.5

7. Award of Contract

7.1

7.2

8. Confidentiality

8.1

16 DATA SHEET Clause Reference 1.1 The name of the Client is: Kenya Electricity Generating Company Limited P.O. BOX47936, 00100 NAIROBI KENYA The method of selection is: Quality and Cost Based Selection. 1.2 Technical and Financial Proposals are requested: Yes A Technical Proposal only is requested: No The name, objectives, and description of the assignment are: Name Feasibility Study for Nairobi Urban Waste to Electricity Plant

1.3

The assignment is phased: Yes: The first phase is determination of feasibility of the project. The second phase is preparation of a project report and application for an EIA license upon instruction by the client.

1.4

A pre-proposal conference will be held: No The name, address, and telephone numbers of the Clients official is: Capital Planning and Strategy Manager, P.O. BOX 47936 - 00100 NAIROBI, KENYA Tel. +254 20 3666425 Fax +254 20 3666466 Email: enjenga@kengen.co.ke Cc: jnjeru@kengen.co.ke The Client will provide the following inputs: Relevant study reports where available and counterpart staff. The Client envisages the need for continuity for downstream work: No The clauses on fraud and corruption in the Contract are in the General Conditions of contract, namely 2.6.1 (d) Clarifications may be requested 15 days before the submission date. The address for requesting clarifications is:

1.5

1.7.2 1.11

2.1

17

Capital Planning and Strategy Manager, P.O. BOX 47936, 00100 NAIROBI, KENYA Tel. 254 20 3666425 Fax 254 20 3666466 Email address: enjenga@kengen.co.ke Cc: jnjeru@kengen.co.ke 3.1 3.3 (ii) The assignment is estimated to require about 45 staff-months and a maximum duration of 6 months. The minimum required experience of proposed professional staff is: 10 years for the Team Leader and 5 years for all the other key staff on similar assignments. Reports that are part of the assignment must be written in the following language(s): English Training is a specific component of this assignment: Yes Proposals should be submitted in the following language: English

(iv)

(vi)

3.4

(vii)

(viii) Additional information in the Technical Proposal includes: Company Profiles, Experience in similar projects. 3.7 Taxes: Applicable taxes include, Value Added Tax (VAT) and withholding tax on remuneration. Consultant to state local cost in the national currency: Yes. Proposals must remain valid 90 (Ninety) days after the submission date. Consultant must submit an original and 3 (Three) additional copies of each proposal: The proposal submission address is: Company Secretary/Legal and Corporate Affairs Director Kenya Electricity Generating Company Limited, 7th Floor Stima Plaza Phase III, Kolobot Road, P. O. Box 47936 00100, Nairobi, KENYA.

3.8 3.10 4.3

4.4

18

Information on the outer envelope should also include: Confidential, Feasibility Study for Urban Waste to Electricity Plant 4.5 Proposals must be submitted no later than the following date and time: Date: 15th March 2010 Time On or before 10.00 a.m. The address to send information to the Client is: Capital Planning & Strategy Manager, P.O. Box 47936, 00100 NAIROBI, KENYA Email address: enjenga@kengen.co.ke Cc: jnjeru@kengen.co.ke Tel. 254 20 3666425 Fax 254 20 3666466

5.1

5.3

The number of points to be given under each of the evaluation criteria are: (i) Consultants Firms Experience in urban waste to Electricity power plants. (undertaken studies at least one urban Waste to Electricity power plant that is currently in operation) ii) Adequacy of the proposed work plan and methodology in the responding to the TOR (a) (b) (c) (iv) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Understanding of the assignment (15) Innovation of the approach (7) Clarity of proposed methodology (13) Qualification and competence of key staff for the assignment Team Leader (10) Waste to Electricity Specialist ( (5) Chemical Engineer (5) Electrical Engineer (4) Mechanical Engineer (5) Financial/Economic Expert (5) Energy Economist (4) Environmental Scientist (2) Social Scientist (2) Other Experts (3) Points 10

35

45

(iv) Suitability of the transfer of knowledge program

19 (v) Participation by nationals among key staff in foreign and local consultancy firms (a) General qualification (2) (b) Adequacy for the project (3) 5

Total Points

100

The minimum technical score (St) required to pass is: 80 Points

5.7

The single currency for price conversions is: Kenya Shilling. The source of official selling rates is: Central Bank of Kenya. The date of exchange rates is: The Submission Closing Date.

5.8

The formula for determining the financial scores is the following: Sf = 100 x Fm/F, in which Sf is the financial score, Fm is the lowest price and F the price of the proposal under consideration. The weights given to the technical and Financial Proposals are: T= 0.7 P= 0.3 The address for negotiations is: Company Secretary, Legal & Corporate Affairs Director, Kenya Electricity Generating Company Limited, Stima Plaza, Kolobot Road, P. O. Box 47936 000100, Nairobi, KENYA

6.1

7.2

The assignment is expected to commence on Date: April, 2010 Location: Nairobi, Kenya

20

SECTION 3. TECHNICAL PROPOSAL - STANDARD FORMS 3A. 3B. 3C. Technical Proposal submission form. Firms references. Comments and suggestions of Consultant on the Terms of Reference and on data, services, and facilities to be provided by the Client. Description of the methodology and work plan for performing the assignment. Team composition and task assignments. Format of curriculum vitae (CV) for proposed professional staff. Time schedule for professional personnel. Activity (work) schedule.

3D. 3E. 3F. 3G. 3H.

21 3A. TECHNICAL PROPOSAL SUBMISSION FORM [Location, Date] To: [Name and address of Client]

Ladies/Gentlemen: We, the undersigned, offer to provide the Consultancy services for [Title of Consultancy services] in accordance with your Request for Proposal dated [Date] and our Proposal. We are hereby submitting our Proposal, which includes this Technical Proposal, and a Financial Proposal sealed under a separate envelope. If negotiations are held during the period of validity of the Proposal, i.e., before [ Date] we undertake to negotiate on the basis of the proposed staff. Our Proposal is binding upon us and subject to the modifications resulting from Contract negotiations. We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely,

Authorized Signature: Name and Title of Signatory: Name of Firm: Address:

22 3B. FIRMS REFERENCES Relevant Services Carried Out in the Last Five Years That Best Illustrate Qualifications Using the format below, provide information on each assignment for which your firm/entity, either individually as a corporate entity or as one of the major companies within an association, was legally contracted. Assignment Name: Country:

Location within Country:

Professional Staff Provided by Your Firm/Entity(profiles): No of Staff: No of Staff-Months; Duration of Assignment:

Name of Client:

Address:

Start Date (Month/Year): Completion Date (Month/Year): Name of Associated Consultant, If Any:

Approx. Value of Services (in Current US$): No of Months of Professional Staff Provided by Associated Consultant:

Name of Senior Staff (Project Director/Coordinator, Team Leader) Involved and Functions Performed:

Narrative Description of Project:

Description of Actual Services Provided by Your Staff:

23 Firms Name:

24 3C. COMMENTS AND SUGGESTIONS OF CONSULTANT ON THE TERMS OF REFERENCE AND ON DATA, SERVICES, AND FACILITIES TO BE PROVIDED BY THE CLIENT

On the Terms of Reference:

1. 2. 3. 4. 5.

On the data, services, and facilities to be provided by the Client:

1. 2. 3. 4. 5.

25 3D. DESCRIPTION OF THE METHODOLOGY AND WORK PLAN FOR PERFORMING THE ASSIGNMENT

26

3E. TEAM COMPOSITION AND TASK ASSIGNMENTS 1. Technical/Professional Staff Name Position Task

2. Support Staff Name Position Task

-26-

27

3F. FORMAT OF CURRICULUM VITAE (CV) FOR PROPOSED PROFESSIONAL STAFF Proposed Position: Name of Firm: Name of Staff: Profession: Date of Birth: Years with Firm/Entity: Membership in Professional Societies: Nationality:

Detailed Tasks Assigned:

Key Qualifications: [Give an outline of staff members experience and training most pertinent to tasks on assignment. Describe degree of responsibility held by staff member on relevant previous assignments and give dates and locations. Use about half a page.]

Education: [Summarize college/university and other specialized education of staff member, giving names of schools, dates attended, and degrees obtained. Use about one quarter of a page.]

28

Employment Record: [Starting with present position, list in reverse order every employment held. List all positions held by staff member since graduation, giving dates, names of employing organizations, titles of positions held, and locations of assignments. For experience in last ten years, also give types of activities performed and client references, where appropriate. Use about two pages.]

Languages: [For each language indicate proficiency: excellent, good, fair, or poor in speaking, reading, and writing.]

Certification: I, the undersigned, certify that to the best of my knowledge and belief, these data correctly describe me, my qualifications, and my experience. Date: Day/Month/Year

[Signature of staff member and authorized representative of the firm]

Full name of staff member: ______________________________________ Full name of authorized representative: ___________________________

29

3G. TIME SCHEDULE FOR PROFESSIONAL PERSONNEL Months (in the Form of a Bar Chart) 1 2 3 4 5 6 7 8 9 1 1 (36) Number of Months 0 1

Name

Position

Reports Due/Activities

Subtotal (1)

Subtotal (2)

Subtotal (3)

Subtotal (4)

Full-time: Reports Due: Activities Duration:

Part-time:

Signature: (Authorized representative) Full Name: Title: Address:

30

3H. ACTIVITY (WORK) SCHEDULE A. Field Investigation and Study Items [1st, 2nd, etc. are months from the start of assignment.]

1st Activity (Work) _______________ _______________ _______________ _______________

2nd

3rd

4th

5th

6th

7th

8th

9th

10th 11th (36) th

B. Completion and Submission of Reports Reports Date

1. 2.

Inception Report Monthly Progress Reports

3. 4.

Draft Final Report Final Report

31

SECTION 4. FINANCIAL PROPOSAL - STANDARD FORMS 4A. 4B. 4C. 4D. 4E. 4F. Financial Proposal submission form. Summary of costs. Breakdown of price per activity. Breakdown of remuneration per activity. Reimbursables per activity. Miscellaneous expenses.

32 4A. FINANCIAL PROPOSAL SUBMISSION FORM [Location, Date] To: [Name and address of Client]

Ladies/Gentlemen: We, the undersigned, offer to provide the Consultancy services for [ Title of Consultancy services] in accordance with your Request for Proposal dated [Date] and our Proposal (Technical and Financial Proposals). Our attached Financial Proposal is for the sum of [Amount in words and figures]. This amount is exclusive of the local taxes, which we have estimated at [Amount(s) in words and figures]. Our Financial Proposal shall be binding upon us subject to the modifications resulting from Contract negotiations, up to expiration of the validity period of the Proposal, i.e., [Date]. Commissions and gratuities, if any, paid or to be paid by us to agents relating to this Proposal and Contract execution, if we are awarded the Contract, are listed below: Name and Address of Agents ___________________ ___________________ ___________________ Amount and Currency _________________ _________________ _________________ Purpose of Commission or Gratuity __________________ __________________ __________________

We understand you are not bound to accept any Proposal you receive. We remain, Yours sincerely,

Authorized Signature: Name and Title of Signatory: Name of Firm: Address:

33

4B. SUMMARY OF COSTS Costs Currency(ies)1 Amount(s)

Subtotal Local Taxes

Total Amount of Financial Proposal

______________________

Maximum of three currencies plus the local currency.

34

4C. BREAKDOWN OF PRICE PER ACTIVITY

Activity No.:____________________ Price Component Remuneration Reimbursables Miscellaneous Expenses Subtotal

Activity No.:_____________________ Currency(ies)

Description:_____________________ Amount(s)

____________________________

35

4D. BREAKDOWN OF REMUNERATION PER ACTIVITY Activity No._____________________________________ Name:______________________________

Names Regular staff Local staff Consultant Grand Total

Position

Input

Remuneration Currency(ies) Rate

Amount

___________________

Staff months, days, or hours as appropriate.

36

4E. REIMBURSABLES PER ACTIVITY

Activity No: _________________________________ No. 1. Description International flights _____________________________ Miscellaneous travel expenses Subsistence allowance Local transportation costs3 Office rent/accommodation/ clerical assistance Grand Total Unit Trip Quantity

Name: _____________________ Unit Price In Total Amount In

2. 3. 4. 5.

Trip Day

________________

Local transportation costs are not included if local transportation is being made available by the Client. Similarly, in the project site, office rent/accommodations/clerical assistance costs are not to be included if being made available by the Client.

37

4F. MISCELLANEOUS EXPENSES

Activity No._______________________________ No. Description Unit

Activity Name: ____________________________ Quantity Unit Price Total Amount

1.

Communication costs between ______________________and _________________________ (Telephone, telegram, fax) Drafting, reproduction of reports Equipment: vehicles, computers, etc. Software Grand Total _____________

2. 3.

4.

38 SECTION 5. TERMS OF REFERENCE CITY OF NAIROBI, URBAN SOLID WASTE TO ELECTRICITY PROJECT

A. Background The Kenya Electricity Generating Company Limited (KenGen) is a commercial Company with 70% government shareholding. KenGen generates power from four main sources Geothermal, Hydro, Wind and Fossil Fuel and contributes about 80% of all electricity consumed in Kenya. KenGens strategy is to triple her generation capacity in the next ten years with over 85% coming from renewable sources as an effort to greening Kenya by year 2020. The Company has been granted approval by the City Council of Nairobi to carryout a Feasibility Study on solid waste to electricity project within the city of Nairobi. The implementation of the project will be subject to approval by the council. The city of Nairobi generates about 3,000 tonnes of solid waste per day and is transported to the main landfill at Dandora within Nairobi, approximately 10km from the Nairobi City centre. The council would like to exploit this resource for the benefit of the people living in the environs of this or other future dumpsite(s) and the entire population of Nairobi. On the other hand KenGen, the main electricity generating company in Kenya, would like to further diversify its modes of generation to increase the security of supply. The two organisations would therefore like to utilise the solid waste in ways that are mutually beneficial to them and to all the stakeholders. The main objectives of the project will therefore be: 1. To use the solid waste from the landfill(s), a renewable energy source to generate electricity and replace the consumption of other conventional fossil fuels, which will reduce the emission of carbon dioxide, a green house gas that has been attributed as the cause for global warming and climate change. To minimize methane emission from the landfill site, a potent Greenhouse Gas. To improve local and regional air quality by reducing the emission of methane and other volatile organic compounds that are usually associated with the landfill gas emission. To generate additional financial income for the landfill site operation, in order to provide the necessary funds for site improvements and environmental protection measures. To improve the design, operation and monitoring of the landfill site in order to improve on-site environmental conditions.

2. 3. 4. 5.

KenGen therefore intends to hire a consultant to carry out a Feasibility Study on the solid waste to electricity project to establish its technical, financial, economic, social and environmental viability.

39 B. Objective of the Study The overall objective of the study is: (i) To carry out a feasibility study, environmental assessment and a conceptual design of a solid waste to electricity system including technology assessment, equipment list and general specifications. (ii) Undertake economic and financial evaluations in sufficient details as a basis for making the investment decision to construct the solid waste to electricity plant. (iii)Assess, quantify and include the benefits of the by-products arising from the process of converting waste to electricity. Such benefits may be included in the financial and economic evaluation of the project.

To realize this objective the following tasks are envisaged to be undertaken by a consultant to be engaged by KenGen: Task 1: (a) Assess the solid waste resource in the Nairobi Metropolitan; and (b) Estimate the power plant capacity in megawatts that can be realised from this waste.

solid

Task 2: Analyse and recommend technology options for converting solid waste into electricity and identify a suitable location for the project. Task 3: Undertake detailed geotechnical site investigations. Task 4: Identify power evacuation and grid interconnection options. Task 5: Conceptual Design and Drawings. Task 6: Undertake Environmental and Social Impact Assessment. Task 7: Establish the legal & regulatory requirements for the project. Task 8: Undertake Economic and Financial analysis to establish viability of the recommended option and establish optimal tariff. Task 9: Compile and Submit a Final Feasibility Study Report.

40 C. Scope of Services The detailed scope of work is as follows: Task 1: Assessment of the solid waste resource in the city of Nairobi. (a) Resource assessment i) Assess the waste resource for the city of Nairobi, including existing waste generation and collection volumes. The assessment will analyze existing waste collection operations in the city, and assess potential increases in waste generation from expanded and improved centralized coverage of waste collection. ii) Assess waste composition to estimate calorific values and other design data suitable for use in waste to energy plant design. Where required, values will be estimated based on international experience. Assessment may include laboratory analysis of waste. iii) Analyse waste collection and disposal data to assess the level of reliable daily waste volumes suitable for a waste to energy plant. The consultant will also asses the separation method for useful and non useful waste including the disposal mechanism for the by products and non-useful waste. Potential uses of the by products will be identified and revenue streams arising from them quantified. iv) Assess future growth or reduction in waste generation in Nairobi based on population growth, current waste generation levels and potential impact from recycling programs. v) Assess potential additional waste streams including utilizing existing urban waste stockpiles. The waste resource assessment will involve visual assessment of waste stream composition, analysis of City council of Nairobi records and interviews with relevant stakeholders to collect relevant background data. A waste sampling survey may form a part of the analysis. (b) Power Plant Capacity An estimate of the capacity in megawatts that can be realised from this solid waste. Task 2: Analyse technology options for converting solid waste into electricity and identify a suitable location for the project. (a) Technology Options Analyse the alternative waste to energy technologies suitable for Nairobi, in light of waste stream composition. The assessment will include, but not be limited to design of:

41 i) waste collection, separation and storage systems, ii) waste furnace iii) waste heat boiler iv) ignition and auxiliary combustion system v) combustion air system, including emission abatement technology suitable to achieve World Bank emission standards vi) slag and fly ash collection and disposal system vii) Power generators and the operation and maintenance regime.

(b) Siting Study The Consultant shall work closely with City Council of Nairobi to select the appropriate site for a power plant taking into account: i) cost of land acquisition, ii) adequacy of water for power plant operation; iii) transportation of waste to the facility; iv) proximity to transmission grid; and v) Environmental and social impacts and mitigating measures. Water supply considerations are important when considering the technology to employ. The consultant will review the availability of potential water supplies to support the proposed facilities. This review will consider availability of both ground and surface water supplies at the identified potential sites. The consultant will identify all environmental permits and approvals required for the permitting, construction, start-up, and operation of a new solid waste to energy power plant at the site. The consultant will also provide a description of the information needed to support each permit application and the EIA. The objective of the task is to confirm that the proposed Project is capable of being permitted with a reasonable schedule and appropriate environmental control requirements. The Consultant shall identify key environmental issues and qualitatively assess mitigating measures to be taken into account in the basic design of the power plant. The consultant will identify and rank the potential sites based on the information obtained during the examination process. The consultant will also make a preliminary recommendation on the technology to be employed, maximum capacity size of the plant,

42 given transmission, fuel, water, and environmental considerations. At the completion of Task 2, the consultant will provide KenGen with an interim report highlighting their findings and recommendations for sites to be examined in Task 3.

Task 3: Detailed site investigations The purpose of this task is to further evaluate the ranked sites identified in Task 2. The Consultant will identify specific sites and determine adequate acreage necessary for a solid waste to electricity generation facility. The consultant will perform visual inspections of each of the identified site areas. Also, as a part of this task, ownership of the land and expected land-acquisition costs for the sites will be determined to the extent practical at this point in the study. The consultant will estimate basic capital costs for locating a new solid waste to electricity generation facility at each of the identified sites. The consultant will then conduct a basic economic analysis on each of the sites to determine a levelized cost of electricity production for the plant. Based on the inspections and a general environmental evaluation, the specific sites identified will be evaluated and ranked from the standpoint of their location. As a result of the aforementioned activities for Task 3, a single site will be identified and recommended for further examination in the Feasibility Study. The identified site will be subjected to detailed geotechnical and site investigations. A Draft Siting Report containing all findings and recommendations will be prepared and sent to KenGen for review. Based on the best site location and plant capacity size established in Task 3, the consultant will establish the viability and technical requirements of the potential generation facility. Task 4: Identify power evacuation and grid interconnection options The consultant will identify the most appropriate location for interconnecting the plant to the national grid, review the impact of this interconnection on the rest of the transmission network and provide associated costs. Although detailed load flow studies are not expected as part of this task, the consultant will be required to perform a preliminary analysis of the transmission needs, including sizing of transmission line requirements and potential routing of the line. The Consultant will evaluate the impact of the proposed project on the Kenya power system, including its likely position in the generation dispatch profile. As part of this task, a preliminary load flow studies, fault analysis and system stability simulations will be undertaken. The consultant will then determine the transmission needs to be factored in the project costing.

43 Task 5: Conceptual Design and Drawings 5A: Project Design (i) Powerhouse Layout Conceptual layouts of the powerhouse will be reviewed and modified as necessary for use in equipment dimensioning, cost estimation and preparation of project schedules. Subject to findings of the consultant, a basic design for a power generation facility will be done. (ii) Equipment Selection i) The installed capacity of the individual turbine-generator units will be selected based on the expected operation of the power system. ii) Prepare suggested technical specifications and performance requirements for all major systems and equipment components for the project. Task 5B Drawings i) Feasibility level drawings will be prepared to show the selected project details. The drawings will incorporate the results of field investigations and preliminary design. ii) Drawings are expected to be adequate for project implementation based on an turnkey (or EPC) contract, and as a minimum shall include: (a) Project location (b) General Project site arrangement (c) Powerhouse floor plans and sections, showing both major and auxiliary equipment; (d) Powerhouse single line diagram; (e) Generation substation including step up transformers, switchgear and switchyard arrangement (f) Transmission system single line diagram, (g) Waste handling facilities including storage, and spent waste disposal (h) Water supply arrangement (i) Warehouse and offices Transmission System i) Transmission voltage will be selected based on the expected power output and distance to the major load centre. ii) The conceptual design of the transmission line configuration required to assure stable, reliable operation will be identified. iii) A conceptual transmission line route will be selected using topographic maps.

44 If decision to proceed with the implementation is made, KenGen may negotiate with the consultant (if the consultant is capable) to continue and offer engineering services during the project implementation. TASK 6: ENVIRONMENTAL AND SOCIAL IMPACT ASSESSMENT (ESIA) Task 5A: Environmental Impacts The consultant will perform an environmental analysis of the recommended site. While the environmental ramification of the chosen technology is considered in Task 2, the consultant will perform site environmental analysis including short and longer-term assessment of environmental risks (such as, air emission, leachate collection and treatment surface and groundwater and sub-surface gas migration) of the landfill facility and on-site health and safety requirements. In addition, the consultant will perform an assessment of water availability and air quality resources. This preliminary analysis will be based entirely on existing data and information. A more site specific ESIA will be performed after the feasibility study has been completed and the project is approved for implementation. The consultant will also review and summarize the ESIA requirements in compliance with existing laws and as prescribed by the National Environment Management Authority (NEMA) and by multilateral financial institutions including World Bank, AfD, KfW, JICA and others. If the output of this feasibility study is positive, KenGen may decide to request the consultant to carryout a full ESIA to NEMA standard leading to issuance of an ESIA license. TASK 7: ESTABLISH THE LEGAL & REGULATORY REQUIREMENTS FOR THE PROJECT. The Consultant shall identify the relevant laws, rules and regulations governing municipal and public-private partnerships in the establishment of solid waste recycling, transfer, treatment and/or disposal facilities and generation of electricity. The Consultant will examine institutional strategies that could be employed to realise the solid waste to electricity project in Nairobi and make a recommendations on the optimal approach and proposed organizational structure and staffing. TASK 8 ECONOMIC AND FINANCIAL ANALYSIS AND INVESTMENT MEMORANDUM Task 8A Economic evaluation and Financial Modelling

45 The consultant shall: i) Carry out both an economic and a financial evaluation of the project to demonstrate its viability against other alternatives. In carrying out the analysis, expected revenue streams arising from exploitation of the by-products should be considered. The consultant shall also derive the expected generation tariff. ii) Determine the optimum implementation program for the project, and suggest the best way to split the project into contract packages, if appropriate, taking possible funding requirements into account; and a. Determine a total budgetary cost estimate for the project. These costs will include a breakdown of the local and foreign exchange costs based on the requirements for imported equipment, materials, and services versus availability of local sources for all major components and subsystems. In addition, the Consultant will prepare estimates of all variable costs such as operations and maintenance costs. The Consultant will also determine an implementation time schedule for the project, as well as associated expenditure disbursements and schedules. The time schedule should include the estimated person-month inputs by various experts and functional labour categories, as well as the corresponding estimates for home office support and project management oversight in the field. A detailed financial analysis for the above models shall be prepared including the actual figures derived in the cost estimate, and applying appropriate tariffs as determined during the feasibility study. The analysis will involve: (a) (b) (c) (d) (e) (f) (g) (h) Construction cost; Operation and maintenance cost; Transmission fees; Other fees; Construction schedule; Power and energy production; and Power and energy prices; and Discount rates, Return on investments

Task 8B Financial Investment Memorandum The Consultant shall prepare a financial memorandum suitable for presentation to international financial institutions. The memorandum shall contain as a minimum, the following sections: (a) Project and Company Description; (b) Financing Plan (c) Key Project Agreements

46 (d) Kenyas Electricity Industry (e) Kenya Country Background and (f) Environmental Impact Assessment

TASK 9: COMPILE AND SUBMIT A FINAL FEASIBILITY STUDY REPORT The objective of the final report is to provide KenGen with a report that can be used to serve the following key activities: (a) To demonstrate the Project viability as presented in the feasibility study; (b) To submit Project information to the financing institutions to obtain a Letter of Interest for financing the project based on project technical, environmental and financial viability.

FACILITIES TO BE PROVIDED BY CLIENT The Client will arrange for access by the Consultant to the Landfill site(s) and all other facilities, which the Consultant deems necessary to visit in connection with performing their duties and to the key officials in the Government, the municipalities and agencies concerned with subjects, related to the assignment. The Client will also provide the Consultant with access to all available data, information, maps, drawings, internal documents relevant to the consulting services and other related documents, including the feasibility study and environmental assessment reports that were produced for the construction of the landfill site. All reference material will be loaned and shall be returned at the completion of the assignment. TIMING AND REPORTING REQUIREMENTS The study is expected to take six months. The Consultant shall provide a Team Leader and other required qualified staff with relevant education and experience in solid waste to electricity generation plants. Consultant Personnel Professional Specialization Minimum Years of Experience in Specialization 5

Waste to Energy Specialist (will have demonstrated experience in design and construction of waste to energy plants, preferably within developing countries). Sanitary engineer (solid waste specialist with strong experience

47 in project management for landfill gas recovery & utilization) Chemical Engineer with specialization in landfill gas processing Electrical/mechanical engineer (with specialization in power engineering and applicable experience in solid waste management) Sanitary engineer (with specialization in geotechnical and hydro-geological engineering) Civil engineer estimator Financial analyst/ Economist-institutional specialist Environmentalist for the infrastructure Socialist scientist

5 5

5 5 5 5 5

The Consultant shall be required to prepare and submit the following reports to KenGen. a) Project Progress Reports At the completion of each task as listed out in the scope of work, the consultant shall present to KenGen ten (10) copies of a brief summary report indicating the significant findings of the said task with an indication of whether they have been satisfactorily achieved as set before commencement. KenGen will then circulate the reports to the relevant agencies for review and comments. b) Draft report The Consultant shall present ten (10) copies of a draft report at least two weeks before completion of the study indicating the major findings of the study, significant recommendations and other requirements. The consultant shall be required to make oral presentation of the draft report to stakeholders. c) Final report. The Consultant shall provide KenGen with ten (10) copies of the final report and make an oral presentation. D. Improvement of TOR The Consultant may offer suggestions and improvements in this Terms of Reference, which he considers would result in better implementation of the project. Such proposals if accepted will form part of the Terms of Reference of the proposals submitted by the consultant. The effect on the time and cost estimates given under the above clause shall be clearly identified.

48

SECTION 6. STANDARD FORMS OF CONTRACT

CONTRACT FOR CONSULTANT SERVICES

between

KENYA ELECTRICITY GENERATING COMPANY LTD

and

[Name of the Consultant]

Dated:

49 I. Form of Contract This CONTRACT (hereinafter called the Contract) is made the day of the month of ., 2010, between, on the one hand, Kenya Electricity Generating Company Limited, (hereinafter called the Client) and, on the other hand, [name of Consultant] (hereinafter called the Consultant). [Note: If the Consultant consist of more than one entity, the above should be partially amended to read as follows: (hereinafter called the Client) and, on the other hand, a joint venture consisting of the following entities, each of which will be jointly and severally liable to the Client for all the Consultant obligations under this Contract, namely, [name of Consultant] and [name of Consultant] (hereinafter called the Consultant).]1 WHEREAS (a)

the Client has requested the Consultant to provide certain Consultancy services as defined in the General Conditions of Contract attached to this Contract (hereinafter called the Services); the Consultant, having represented to the Client that they have the required professional skills, and personnel and technical resources, have agreed to provide the Services on the terms and conditions set forth in this Contract; the Client has applied for a credit from the International Development Association (hereinafter called the Association) towards the cost of the Services and intends to apply a portion of the proceeds of this credit to eligible payments under this Contract, it being understood (i) that payments by the Association will be made only at the request of the Client and upon approval by the Association, (ii) that such payments will be subject, in all respects, to the terms and conditions of the agreement providing for the credit, and (iii) that no party other than the Client shall derive any rights from the agreement providing for the credit or have any claim to the credit proceeds;

(b)

(c)

NOW THEREFORE the parties hereto hereby agree as follows: 1. The following documents attached hereto shall be deemed to form an integral part of this Contract: (a) (b) (b) The General Conditions of Contract; The Special Conditions of Contract; The following Appendices: Appendix A: Description of the Services Appendix B: Reporting Requirements Appendix C: Key Personnel and Sub-Consultant
1

Text in brackets is optional; all notes should be deleted in final text.

50 Appendix D: Medical Certificate - Not used Appendix E: Hours of Work for Key Personnel Appendix F: Duties of the Client Appendix G: Cost Estimates in Foreign Currency Appendix H: Cost Estimates in Local Currency Appendix I: Form of Guarantee for Advance Payments 2. The mutual rights and obligations of the Client and the Consultant shall be as set forth in the Contract, in particular: (a) (b) the Consultant shall carry out the Services in accordance with the provisions of the Contract; and the Client shall make payments to the Consultant in accordance with the provisions of the Contract.

IN WITNESS WHEREOF, the Parties hereto have caused this Contract to be signed in their respective names as of the day and year first above written. For and on behalf of KENYA ELECTRICITY GENERATING COMPANY LIMITED. By MANAGING DIRECTOR For and on behalf of [name of Consultant]

[Authorized Representative] [Note: If the Consultant consist of more than one entity, all these entities should appear as signatories, e.g., in the following manner:] For and on behalf of each of the Members of the Consultant [name of member]

[Authorized Representative] [name of member]

[Authorized Representative]

51 II. General Conditions of Contract

1. GENERAL PROVISIONS 1.1Definitions Unless the context otherwise requires, the following terms whenever used in this Contract shall have the following meanings: (a) Applicable Law means the laws and any other instruments having the force of law in the Republic of Kenya as they may be issued and in force from time to time; Contract means the Contract signed by the Parties, to which these General Conditions of Contract (GC) are attached together with all the documents listed in Clause 1 of such signed Contract; Contract Price means the price to be paid for the performance of the Services in accordance with Clause 6 herebelow; Foreign Currency means any currency other than the Kenya Shilling; GC means these General Conditions of Contract; Government means the Government of the Republic of Kenya; Local Currency means the Kenya Shilling; Member, in case the Consultant consists of a joint venture of more than one entity, means any of these entities; Members means all these entities, and Member in Charge means the entity specified in the SC to act on their behalf in exercising all the Consultants rights and obligations towards the Client under this Contract; Party means the Client or the Consultant, as the case may be and Parties means both of them; Personnel means persons hired by the Consultant or by any Subconsultant as employees and assigned to the performance of the Services or any part thereof; SC means the Special Conditions of Contract by which the GC may be amended or supplemented;

(b)

(c)

(d)

(e) (f)

(g) (h)

(i)

(j)

(k)

52

(l)

Services means the work to be performed by the Consultant pursuant to this Contract, as described in Appendix A; and Sub consultant means any entity to which the Consultant subcontracts any part of the Services in accordance with the provisions of Clauses 3 and 4. This Contract, its meaning and interpretation and the relationship between the Parties shall be governed by the Laws of Kenya. This Contract has been executed in English language which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Contract. Any notice, request, or consent made pursuant to this Contract shall be in writing and shall be deemed to have been made when delivered in person to an authorized representative of the Party to whom the communication is addressed or when sent by registered mail, telex, telegram or facsimile to such Party at the address specified in the SC. The Services shall be performed at such locations as are specified in Appendix A and, where the location of a particular task is not so specified, at such locations, whether in the Republic of Kenya or elsewhere, as the Client may approve. Any action required or permitted to be taken and any document required or permitted to be executed under this Contract by the Client or the Consultant may be taken or executed by the officials specified in the SC. The Consultant, Sub consultant[s] and their personnel shall pay such taxes, duties, fees and other impositions as may be levied under the Laws of Kenya, the amount of which is deemed to have been included in the Contract Price.

(m)

1.2 Law Governing the Contract 1.3 Language

1.4 Notices

1.5 Location

1.6

Authorized Representatives

1.7

Taxes and Duties

2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONTRACT 2.1 Effectiveness of Contract This Contract shall come into effect on the date the Contract is signed by both Parties or such other later date as may be stated in the SC.

53 2.2 Commencement of Services The Consultant shall begin carrying out the Services thirty (30) days after the date the Contract becomes effective or at such other date as may be specified in the SC. Unless terminated earlier pursuant to Clause 2.6, this Contract shall terminate at the end of such time period, after the Effective Date, as is specified in the SC. Modification of the terms and Conditions of this Contract, including any modification of the scope of the Services or the Contract Price, may only be made by written agreement between the Parties.

2.3 Expiration of Contract

2.4 Modification

2.5

Force Majeure 2.5.1 Definition For the purposes of this Contract, Force Majeure means an event which is beyond the reasonable control of a Party and which makes a Partys performance of its obligations under the Contract impossible or so impractical as to be considered impossible under the circumstances. The failure of a Party to fulfill any of its obligations under the Contract shall not be considered to be a breach of, or default under, this Contract insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event (a) has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Contract, and (b) has informed the other Party as soon as possible about the occurrence of such an event. Any period within which a Party shall, pursuant to this Contract complete any action or task shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure. During the period of his inability to perform the Services as a result of an event of Force Majeure, the Consultant shall be entitled to continue to be paid under the terms of this Contract, as well as to be reimbursed for additional costs reasonably and necessarily incurred by him during such period for the purposes of the Services and in reactivating the Service after the end of such period.

2.5.2

No Breach of Contract

2.5.3 Extension Of Time

2.5.4

Payments

54 2.6 Termination 2.6.1 By the Client The Client may terminate this Contract by not less than thirty (30) days written notice of termination to the Consultant, to be given after the occurrence of any of the events specified in this Clause; (a) if the Consultant does not remedy a failure in the performance of his obligations under the Contract within thirty (30) days after being notified or within any further period as the Client may have subsequently approved in writing; if the Consultant becomes insolvent or bankrupt; if, as a result of Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than sixty (60) days; or if the Consultant, in the judgement of the Client, has engaged in corrupt or fraudulent practices in competing for or in executing the Contract. For the purpose of this clause; corrupt practice means the offering, giving, receiving or soliciting of any thing of value to influence the action of a public official in the selection process or in Contract execution. fraudulent practice means a misrepresentation of facts in order to influence a selection process or the execution of Contract to the detriment of the Client, and includes collusive practice among consultants (prior to or after submission of proposals) designed to establish prices at artificial non-competitive levels and to deprive the Client of the benefits of free and open competition. (e) if the Client in his sole discretion decides to terminate this Contract.

(b) (c)

(d)

2.6.2 By the The Consultant may terminate this Contract by not less Consultant than thirty (30) days written notice to the Client, such notice to be given after the occurrence of any of the following events;

55 (a) if the Client fails to pay any monies due to the Consultant pursuant to this Contract and not subject to dispute pursuant to Clause 7 within sixty (60) days after receiving written notice from the Consultant that such payment is overdue; or if, as a result of Force Majeure, the Consultant is unable to perform a material portion of the Services for a period of not less than sixty (60) days.

(b)

2.6.3

Payment Upon termination of this Contract pursuant to Clauses upon 2.6.1 or 2.6.2, the Client shall make the following Termination payments to the Consultant: (a) remuneration pursuant to Clause 6 for Services satisfactorily performed prior to the effective date of termination; except in the case of termination pursuant to paragraphs (a) and (b) of Clause 2.6.1, reimbursement of any reasonable costs incident to the prompt and orderly termination of the Contract, including the cost of the return travel of the Personnel and their eligible dependents.

(b)

3. OBLIGATIONS OF THE CONSULTANT 3.1 General The Consultant shall perform the Services and carry out his obligations with all due diligence, efficiency and economy in accordance with generally accepted professional techniques and practices and shall observe sound management practices, and employ appropriate advanced technology and safe methods. The Consultant shall always act, in respect of any matter relating to this Contract or to the Services, as faithful adviser to the Client and shall at all times support and safeguard the Clients legitimate interests in any dealing with Sub consultants or third parties.

3.2 Conflict of Interests 3.2.1 Consultant Not to Benefit from Commissions, Discounts, Etc. (i) The remuneration of the Consultant pursuant to Clause 6 shall constitute the Consultants sole remuneration in connection with this Contract or the Services and the Consultant shall not accept for his own benefit any trade commission, discount or similar payment in connection with

56 activities pursuant to this Contract or to the Services or in the discharge of his obligations under the Contract and the Consultant shall use his best efforts to ensure that his personnel, any sub consultant[s] and agents of either of them similarly shall not receive any such additional remuneration. (ii) For a period of two years after the expiration of this Contract, the Consultant shall not engage and shall cause his personnel as well as his sub consultant[s] and his/their personnel not to engage in the activity of a purchaser (directly or indirectly) of the assets on which he advised the Client on this Contract nor shall he engage in the activity of an adviser (directly or indirectly) of potential purchasers of such assets. Where the Consultant as part of the Services has the responsibility of advising the Client on the procurement of goods, works or services, the Consultant will comply with any applicable procurement guidelines and shall at all times exercise such responsibility in the best interest of the Client. Any discounts or commissions obtained by the Consultant in the exercise of such procurement shall be for the account of the Client. The Consultant agrees that, during the term of this Contract and after its termination, the Consultant and his affiliates, as well as any Subconsultant and any of his affiliates, shall be disqualified from providing goods, works or services (other than the Services and any continuation thereof) for any project resulting from or closely related to the Services. Neither the Consultant nor his subconsultant[s] nor their personnel shall engage, either directly or indirectly in any of the following activities: (a) during the term of this Contract, any business or professional activities in the Republic of Kenya which would conflict with the activities assigned to them under this Contract; or after the termination of this Contract, such other activities as may be specified in the SC.

(iii)

3.2.2

Consultant and Affiliates Not to be Otherwise Interested in Project

3.2.3

Prohibition of Conflicting Activities

(b)

57 3.3 Confidentiality The Consultant, his subconsultant[s] and the personnel of either of them shall not, either during the term of this Contract or within two (2) years after the expiration of this Contract, disclose any proprietary or confidential information relating to the Project, the Services, this Contract or the Clients business or operations without the prior written consent of the Client. The Consultant (a) shall take out and maintain and shall cause any subconsultant[s] to take out and maintain, at his (or the subconsultants, as the case may be) own cost but on terms and conditions approved by the Client, insurance against the risks and for the coverage, as shall be specified in the SC; and (b) at the Clients request, shall provide evidence to the Client showing that such insurance has been taken out and maintained and that the current premiums have been paid. The Consultant shall obtain the Clients prior approval in writing before taking any of the following actions;

3.4 Insurance to be Taken Out by the Consultant

3.5 Consultants Actions Requiring Clients Prior Approval

(a) entering into a subcontract for the performance of any part of the Services, (b) appointing such members of the personnel not listed by name in Appendix C (Key Personnel and Subconsultants). 3.6 Reporting Obligations The Consultants shall submit to the Client the reports and documents specified in Appendix A in the form, in the numbers, and within the periods set forth in the said Appendix.

3.7 Documents All plans, drawings, specifications, designs, reports and prepared by other documents and software submitted by the Consultthe Consultant in accordance with Clause 3.6 shall become and ant to Be remain the property of the Client and the Consultant the Propertyshall, not later than upon termination or expiration of this of the ClientContract, deliver all such documents and software to the Client together with a detailed inventory thereof. The Consultant may retain a copy of such documents and software. Neither Party shall use these documents for purposes unrelated to this Contract without the prior approval of the other Party.

58

4. 4.1 Description of Personnel

CONSULTANTS PERSONNEL The titles, agreed job descriptions, minimum qualifications and estimated periods of engagement in the carrying out of the Services of the Consultants Key Personnel are described in Appendix C. The Key Personnel and Sub consultants listed by title as well as by name in Appendix C are hereby approved by the Client.

4.2 Removal (a) Except as the Client may otherwise agree, no changes and/or shall be made in the Key Personnel. If for any reason Replacement beyond the reasonable control of the Consultant, it Of Personnel becomes necessary to replace any of the Key Personnel, the Consultant shall provide as a replacement a person of equivalent or better qualifications.

(b)

If the Client finds that any of the Personnel have (i) committed serious misconduct or have been charged with having committed a criminal action, or (ii) the Client has reasonable cause to be dissatisfied with the performance of any of the Personnel, then the Consultant shall, at the Clients written request specifying the grounds thereof, provide as a replacement a person with qualifications and experience acceptable to the Client. The Consultant shall have no claim for additional costs arising out of or incidental to any removal and/or replacement of Personnel.

(c)

5. OBLIGATIONS OF THE CLIENT

5.1 Assistance and Exemptions The Client shall use his best efforts to ensure that he provides the Consultant such assistance and exemptions as may be necessary for due performance of this Contract. If after the date of this Contract, there is any change in the Laws of Kenya with respect to taxes and duties which increases or decreases the cost of the Services rendered by the Consultant, then the remuneration and reimbursable expenses otherwise

5.2 Change in the Applicable Law

59 payable to the Consultant under this Contract shall be increased or decreased accordingly by agreement between the Parties and corresponding adjustments shall be made to the amounts referred to in Clause 6.2 (a) or (b), as the case may be. 5.3 Services and Facilities The Client shall make available to the Consultant the Services and Facilities listed under Appendix F.

6. PAYMENTS TO THE CONSULTANT

6.1 Lump-Sum Remuneration The Consultants total remuneration shall not exceed the Contract Price and shall be a fixed lumpsum including all staff costs, Sub-consultants costs, printing, communications, travel, accommodation and the like and all other costs incurred by the Consultant in carrying out the Services described in Appendix A. Except as provided in Clause 5.2, the Contract Price may only be increased above the amounts stated in Clause 6.2 if the Parties have agreed to additional payments in accordance with Clause 2.4. (a) The price payable in foreign currency is set forth in the SC. The price payable in local currency is set forth in the SC.

6.2 Contract Price

(b)

6.3

Payment for Additional Services

For the purposes of determining the remuneration due for additional services as may be agreed under Clause 2.4, a breakdown of the lump-sum price is provided in Appendices D and E. Payments will be made to the account of the Consultant and according to the payment schedule stated in the SC. Unless otherwise stated in the SC, the first payment shall be made against the provision by the Consultant of a bank guarantee for the same amount and shall be valid for the period stated in the SC. Any other payment shall be made after the conditions listed in the SC for such payment have been met and the Consultant has submitted an invoice to the Client specifying the amount due. Payment shall be made within thirty (30) days of receipt of invoice and the relevant documents

6.4

Terms and Conditions of Payment

6.5

Interest on Delayed

60 Payment specified in Clause 6.4. If the Client has delayed payments beyond thirty (30) days after the due date hereof, simple interest shall be paid to the Consultant for each day of delay at a rate three percentage points above the prevailing Central Bank of Kenyas average rate for base lending . 7. SETTLEMENT OF DISPUTES The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Contract or its interpretation.

7.1

Amicable Settlement

7.2

Dispute Settlement Any dispute between the Parties as to matters arising pursuant to this Contract that cannot be settled amicably within thirty (30) days after receipt by one Party of the other Partys request for such amicable settlement may be referred by either Party to the arbitration and final decision of a person to be agreed between the Parties. Failing agreement to concur in the appointment of an Arbitrator, the Arbitrator shall be appointed by the Chairman of the Chartered Institute of Arbitrators, Kenya Branch, on the request of the applying party.

61 SECTION 7. SPECIAL CONDITIONS OF CONTRACT

Number of GC Clause 1.1(h) 1.3 1.4

Amendments of, and Supplements to, Clauses in the General Conditions of Contract The Member in Charge is___________________________[name of Member] The language is English, The addresses are: Client: Company Secretary, Legal & Corporate Affairs Director Kenya Electricity Generating Company Ltd. P.O. BOX 47936 - 00100 NAIROBI KENYA Attention: Facsimile: Consultant: Attention: Cable address: Facsimile: Mrs. R. Miano 254 02 248848

1.6

The Authorized Representatives are: For the Client: The Managing Director or his designated representative as may be communicated from time to time.

For the Consultant:

2.1

The effectiveness conditions are the following: Signature of the Contract by the two parties

2.2

The time period shall be fourteen (14) days or such other time period as the parties may agree in writing.

62

2.3

The time period shall be not exceeding thirty nine (9) months as per TOR or such other time period as the parties may agree in writing. The time period shall be such other time period as the parties may agree in writing.

2.6

3.4

Limitation of the Consultant Liability towards the Client (a) Except in case of gross negligence or willful misconduct on the part of the Consultant or on the part of any person or firm acting on behalf of the Consultant in carrying out the Services, the Consultant, with respect to damage caused by the Consultant to the Clients property, shall not be liable to the Client: (i) (ii) for any indirect or consequential loss or damage; and for any direct loss or damage that exceeds (A) the total payments for professional fees and reimbursable expenditures made or expected to be made to the Consultant hereunder, or (B) the proceeds the Consultant may be entitled to receive from any insurance maintained by the Consultant to cover such a liability, whichever of (A) or (B) is higher.

(b)

This limitation of liability shall not affect the Consultant liability, if any, for damage to Third Parties caused by the Consultant or any person or firm acting on behalf of the Consultant in carrying out the Services.

3.5

The risks and the coverages shall be as follows: (i) professional liability insurance, with a minimum coverage of One Hundred and ten per cent (110%) of the Contract Value; insurance against loss of or damage to (i) equipment purchased in whole or in part with funds provided under this Contract, (ii) the Consultant property used in the performance of the Services, and (iii) any documents prepared by the Consultant in the performance of the Services, with a minimum coverage equivalent to One hundred and forty thousand Kenyan Shillings.

(ii)

63 3.7 The Consultant shall not use these documents for purposes unrelated to this Contract without the prior written approval of the Client. This is a lump-sum contract, however the cost associated with EIA study that will lead to obtaining an EIA licence for the recommended option in accordance with Kenya environmental regulations must be stated separately. The amount in foreign currency or currencies is: [amount]

6.1

6.2(a)

6.2(b) 6.4

The amount in local currency is: [amount] Payments shall be made according to the following schedule: Twenty (20) percent of the Contract Price shall be paid on the commencement date against the submission of a bank guarantee for the same. Ten (10) percent of the lump-sum amount shall be paid upon submission of the inception report. Twenty-five (30) percent of the lump-sum amount shall be paid upon submission of the draft final report. Twenty (40) percent of the lump-sum amount shall be paid upon approval of the final report. The bank guarantee shall be released when the total payments reach fifty (50) percent of the lump-sum amount. The accounts are: for foreign currency: [insert account] for local currency: [insert account]

6.5

The interest rate is: LIBOR rate on the foreign currency portion and the Central Bank of Kenya mean lending rate for the local currency portion corresponding to the date upon which payment became due.

64

Appendix ADescription of the Services The description of the service is made up of the following: Terms of Reference Methodology Schedules indicating activities and staff assignments in home office.

65

Appendix BReporting Requirements The Consultant shall prepare or cause the Contractor to prepare and submit to the KenGen the following documents and reports. i. ii. iii. iv. v. vi. Project inception report (5 copies) Monthly Progress Reports (Soft copy only) Draft final report (5) Final Feasibility Study Report (10 copies) Executive Summary of the Final Feasibility Report (10 copies) In addition to the hard copies, the reports in item (ii) and (v) above, shall be provided on computer diskettes/CDROM on suitable software.

66 Appendix CKey Personnel and Sub-Consultant List under: C-1 Titles [and names, if already available], detailed job descriptions and minimum qualifications of Key foreign Personnel to be assigned to work in Kenya, and staff-months for each. Same information as C-1 for Key local Personnel. Same as C-1 for Key Personnel to be assigned to work outside Kenya. List of approved Sub-Consultant (if already available); same information with respect to their Personnel as in C-1 through C-4.

C-2 C-4 C-4

67 Appendix D Medical Certificate Not Applicable

68 Appendix E Hours of Work for Key Personnel List here the hours of work for Key Personnel; travel time to and from the country of the Republic of Kenya for foreign Personnel (Clause GC 4.4(a)); entitlement, if any, to overtime pay, sick leave pay, vacation leave pay, etc.

69 Appendix FDuties of the Client F-1 F-2 Office, transport and accommodation at site. Counterpart personnel to be made available to the Consultant by the Client.

70 Appendix GCost Estimates in Foreign Currency

List hereunder cost estimates in foreign currency: 1. (a) (b) Monthly rates for foreign Personnel (Key Personnel and other Personnel) Monthly rates for local Personnel (Key Personnel and other Personnel). Note: This should be added if local Personnel is also being paid in foreign currency.

2.

Reimbursable expenditures (a) Per diem allowances. (b) Air transport for foreign Personnel. (d) Transport of personal effects. (e) International communications. (f) Printing of documents specified in Appendices A and B hereof. (g) Acquisition of specified equipment and materials to be imported by the Consultant and to be paid for by the Client (including transportation to Kenya). (h) Other foreign currency expenditures, like use of computers, foreign training of Clients staff, various tests, etc.

71 Appendix H Cost Estimates in Local Currency List hereunder cost estimates in local currency: 1. 2. Monthly rates for local Personnel (Key Personnel and other Personnel) Reimbursable expenditures as follows: (a) Per diem rates for subsistence allowance for foreign short-term Personnel, plus estimated totals. (b) Living allowances for long-term foreign Personnel, plus estimated totals. (c) Cost of local transportation. (d) Cost of other local services, rentals, utilities, etc.

72 APPENDIX I FORM OF BANK GUARANTEE FOR ADVANCE PAYMENTS Note: See Clause GC 6.4 and Clause SC 6.4. The Client should insert here an acceptable form of a bank guarantee. An example is set forth below. TO: [Name and Address of Client] [Name of Contract for Consultant Services]

Gentlemen: In accordance with the provisions of Clauses GC 6.4 and SC 6.4 of the above-mentioned Contract (hereinafter called the Contract), [name and address of Consultant] (hereinafter called the Consultant) shall deposit with [name of Client] a bank guarantee to guarantee their proper and faithful performance under the said provisions of the Contract in an amount of [amount of Guarantee] , [amount of Guarantee in words].3 We, the [bank or financial institution], as instructed by the Consultant, agree unconditionally and irrevocably to guarantee as primary obligor and not as Surety merely, the payment to [name of Client] on his first demand without whatsoever right of objection on our part and without his first claim to the Consultant, in the amount not exceeding [amount of Guarantee] , [amount of Guarantee in words]. We further agree that no change or addition to or other modification of the terms of the Contract which may be made between [name of Client] and the Consultant, shall in any way release us from any liability under this guarantee, and we hereby waive notice of any such change, addition or modification. This guarantee shall remain valid and in full effect from the date of the advance payment under the Contract until [name of Client] receives full repayment of the same amount from the Consultant. Yours truly,

Signature and Seal Name of Bank/Financial Institution Address

Date

An amount is to be inserted by the bank or financial institution as specified in Clause SC 6.4(a).