1. Makerere University Investors Conference
Tender Framework and Procurement Process: How the next stages of the procurement shall progress after the Investors Workshop

2. Commercial considerations

3. Project Structure
The project structure envisioned is a Development Lease structure
This shall involve the letting of the relevant Project Site by the Makerere University or Mak Holdings to a Private Sector Party who will conclude a long term commercial lease with the Makerere University or Mak Holdings, as applicable, with a view to undertaking the development (designing, financing, procurement, construction, operation and maintenance) of the relevant Project for its own account.
Principle terms and conditions set out in Development Lease Agreements including obligations of Mak Holdings, performance specifications, conditions precedent and other Private sector obligations.
Mak Holdings obligations: procure and deliver in a timely manner the land /Right of Way, free from any encumbrances; subject to private sector compliance with pre- defined obligations, facilitate the project development; and assist the private sector in securing necessary national government consents for the Project.
Private sector obligations: Private investor to take full revenue risk, compensate Mak Holdings for the right to develop and or manage MUK properties as the case may be through: 1) Signature bonus; and 2) Annual lease Rentals.

4. Project Structure Mak Holdings Investor Development Lease
Capital Receipt +
Lease Payments
Makerere University
Assign & Transfer
Income
Signature Bonus
(One-off)
Annual Lease Payments (Continuous)
Lease Duration = N years
Value as per valuation

5. Proposed Risk Allocation Matrix
Key Risks
Description
Allocation
I. Development Period Risks
1. Statutory clearances
Environmental Clearance, Conservation of Site and other approvals
Mak Holdings/ Private Proponent
2. Availability of land free from encumbrances
Land availability, encroachments, utility shifting
Mak Holdings
3. Financing and financial closure
Ability to secure financing
Private Proponent
4. Legal & regulatory Risks
Change in procurement law, approval requirements
5. Access
Availability and access to material sites
II. Construction Period Risks
6. Design risk
Meeting minimum performance requirements
7. Quantity and price variation
Change in quantities & price fluctuations
8. Quality
Adherence to Quality standard
9. Local permits / clearances
Securing necessary permits
10. Construction risks
Cost overruns, Contractor Competence, Site Preparation, Time Over-runs & other delays
11. Completion risks
Necessary design approvals, tests, completion certificates, other procedural issues

6. Proposed Risk Allocation Matrix
Key Risks
Description
Allocation
III Operational Period Risks
12. Revenue risks
Revenue fluctuations and under or over estimation,
Private Proponent
13. Demand risk – impact on operating cost
Impact of usage on operation and maintenance costs
14. Industrial Relations risk
Labor issues especially in context contractor staff
15. Operations & Maintenance risks
Operations & maintenance requirements
16. Quality of service
Performance not meeting the required standards
IV. Project Life Cycle Risks
17. Legal risks
Change in Law
Mak Holdings / Private Proponent
18. Commercial / Financial risks
Foreign Currency fluctuation, Interest rate & other financial factors
19. Debt repayment
Inability to repay debt
20. Force Majeure Events
Act of God or other inevitable events

7. Development Lease – Key Terms
Contract duration / term, renewal non-automatic on mutual consent
Guarantee / security deposit, % aligned with annual lease rental
Lettable areas, restrictions on sublease and delegations
Transfers and rights of first refusal
Licences and permits
Tax and insurance, local service, property and land use tax as applicable
Maintenance and repair
Major repairs and works
Indexation and inflation adjustment
Damage or expropriation
Handback regime
Definition of default and penalties
Force majeure

8. Procurement Process

9. Procurement laws, key actors
The Public Procurement and Disposal of Public Assets Act, 2003,
The Public Procurement and Disposal of public Assets Regulations, 2014
Key Actors
Makerere University Council
Mak Holdings Board of Directors
Contracts Committee
Evaluation Committee

10. Next steps Done Sign-off PIM Obtain approvals and Issue PIM
5th Dec 2017: Investor Conference
Jan 2018: Issue RfQ; Bidder Prequalification; Issue RfP; Dialogue with Bidders
Jul 2018: Receive and Evaluate Proposals
Sep 2018: Commercial Close
Dec 2018: Financial Close

11. Procurement Process 5 Days 90 Days 21 Days 10 Days 30 Days Ref
Milestone
Anticipated Days 1
Complete Feasibility Study
Complete 2
MUK Council Approval 3
Issue PIM 4
Investor Conference
Dec-17 5
Investors’ Q&A 6
Issue, response and evaluation of RfQ
14 Days 7
Shortlist and issue RfPs 10
Competitive Dialogue
5 Days 11
Preparation and Submission of Proposals
90 Days 12
Evaluation of Proposals
21 Days 13
Negotiations to Commercial Close
10 Days 14
Financial Close
30 Days

12. Comments, Q&A, Discussions

13. thank you