Financial Solutions for City Resilience (Cohort 2) 2nd Bridge PPP Viability Study (, ) Mark A. Smith July 2018 PPP Viability Studies: Approach and Methodology

Infrastructure • High level assessment of the key economic activities / drivers of the Assessment cities and of the infrastructure that supports these economic activities

Legal and • Review national and municipal legal regulatory and institutional Institutional conditions Reviews

Site & • Support in identification of potential infrastructural challenges Infrastructure • Analyze site suitability in terms of ownership, resettlement and Evaluation relocation, infrastructure availability and utilities

Demand supply & • Demand study to provide the basis for a conceptual design, an estimate Project description of the capital investment required and project revenues

• Preparation of financial model, PPP project structure, comparative risk Viability matrix and value-for-money & affordability analyses Assessment • Preparation of preliminary project implementation plan

Workshop and • Workshop to finalise contracting options Capacity Building • Assistance in development of capacity for PPP projects

World Bank Group CRP: Markets Case Study 2 2nd PPP Viability Study

© 2016 Deloitte & Touche Transaction Advisory Consortium

In association with

In conjunction with

4 © 2016 Deloitte & Touche Feasibility Study Project Background and Objectives

5 © 2016 Deloitte & Touche Introduction The Current Nyali Bridge

• The existing bridge has served Mombasa for over 35 years. • Built in 1979 with financing from the Government of Japan. • Has provided the only direct link between the Mombasa North Coast Mainland and . • Mombasa is Kenya’s second biggest city and East Africa’s largest sea port.

6 © 2016 Deloitte & Touche Introduction Mombasa City: Sustaining Growth

has grown exponentially over the past four decades. • The population within Mombasa county is expected to rise beyond 1.2 million people by 2025. • This growth implies increased traffic, which will require sustainability

Source: KNBS (Forecast by Deloitte Mombasa County Historical and Forecast Population based on 2012 Population Growth Rate of 2.7% provided by KNBS) 1400000

1200000

1000000

800000

600000 Population 400000

200000

0 1960 1990 2000 2014 2015F 2016F 2017F 2018F 2019F 2020F 2025F

7 © 2016 Deloitte & Touche Introduction The 2nd Nyali Bridge: Project Importance

• Mombasa has begun experiencing major traffic congestion, especially during rush hour times. • The city will require more accessibility to sustain population and economic growth. • Having a second direct access route between Mombasa Island and the Northern Mainland provides additional security. • A new bridge will ease congestion on the existing Nyali Bridge and the wider areas either side of Tudor Creek, help reduce wasted time and support Mombasa's economy.

8 © 2016 Deloitte & Touche Introduction The 2nd Nyali Bridge: The Project

• Development, Operation, and Maintenance of a 2nd Nyali Bridge • PPP Project • Expected to be tolled

9 © 2016 Deloitte & Touche Mombasa: Other Projects Under Consideration

Please note that these drawings were done on an approximate basis and 1. Northern do not provide as a true representation of the eventual developments or the views of any of the parties involved within them. By-pass 7 These are provided for example purposes only 2. Ferry 3. A109 4. Donga 3b Kundu 5. 1a Crossing 6. B8 1b Expansion 7. Mariakani Kilifi 6 8. 8 4a 3a

4b 5

4c 6

10 © 2016 Deloitte & Touche Feasibility Study Traffic Analysis and Modelling

11 © 2016 Deloitte & Touche Traffic Analysis Existing Nyali Bridge traffic

• Some 50,000 trips daily across the Existing Nyali Bridge (excluding motorcycles and tuk tuks) • Close to its design capacity • AM and PM peaks Illustrate the importance of commuter traffic

12 © 2016 Deloitte & Touche Traffic Analysis Travel Times Section Avg. Speed Malindi Rd (R1) 13 km/h Nairobi Rd (R2) 21 km/h Links Rd (R3) 18 km/h

WB Travel Time Plot - Nyali To Town 40

30 3.2 km/h 20 Bridge Area AM Off-Pk

[mins] 10 PM 0 0 1 2 3 4 5 6 7 8 Cumulative Travel Time Time Travel Cumulative Distance [km]

Travel between Links/Malindi Rd junction to Saba Saba (8 km) takes up to 49 minutes (Speed over bridge: up to 3.2km/h) © 2016 Deloitte & Touche Traffic Modelling Future Volume Projections

Undertaken using demand modelling on the basis of demographic and Historical Population Growth economic factors

Factors considered: 780 553 • Population growth 447 384 332 • GDP growth 284 248 174 177 100 127 • Vehicle registrations 1962 1969 1979 1989 1999 2009 • Price elasticity Kenya Mombasa

• Transport sector output Growth 2035 Parameter 2013 Rate Values • Planned infrastructure /Port /Bypasses It is expected that traffic will be grow Population 1.04M 3.5% 2.95M by up to 2.0 times by the year 2035 Employment 0.9M 3.2% 1.69M

14 © 2016 Deloitte & Touche Traffic Analysis and Modelling Conclusions • Traffic congestion already causes significant economic cost, with travel speeds as low as 6km/h. • Traffic over the existing Nyali Bridge has an AADT of 46,000, which is close to its design capacity • Traffic (if unconstrained) is projected to double in the next 20 years, which will cause significant further congestion and delays There is a pressing need for a new Nyali Bridge • The majority of trips over the Existing Nyali Bridge have an origin or destination in the CBD • A new bridge to the South of the Existing Nyali Bridge would yield the greatest traffic benefits, in terms of traffic operations and capacity, attracted volumes, travel time savings and network connectivity Traffic analysis points towards a Southerly bridge

15 © 2016 Deloitte & Touche Feasibility Study Location Selection

16 © 2016 Deloitte & Touche Location Selection Overview of Process

Overview of Traffic Survey & High level Engineering / Analysis financial analysis ESIA Factors

Longlisting of Potential Sites

Shortlisting of Potential Sites

Selection of Preferred Site and Project Scope

17 © 2016 Deloitte & Touche Location Selection Started with a Long List of 8 potential sites

18 © 2016 Deloitte & Touche Location Selection Reasons for rejecting certain longlisted options Option 4 Options 1 & 2 • Primary issue is • Not supported the feeder road by traffic network, not the analysis bridge • Difficult to link to • Does not create road network an additional link • Environmental impact on Tudor • Option 1 only: long bridge Option 7 (Old Nyali Bridge) • Sharp bend on Mombasa Island side not conducive to traffic flow Option 8 • Variants of Option 6 • Unacceptable impact on preferable

19 © 2016 Deloitte & Touche Location Selection Preferred Location Selected

• The DG of KURA, Governor of Mombasa and TA Team Leader jointly announced the preferred location • Meetings were held with media, local residents, business representatives and political stakeholders • The selection of the preferred location was confirmed in a document signed by KURA, Mombasa County Government and Deloitte

20 © 2016 Deloitte & Touche Feasibility Study Bridge Conceptual Design

21 © 2016 Deloitte & Touche Bridge Conceptual Design Process for Selection of Bridge Structure Type • Following confirmation of the Preferred location of the 2nd Nyali Bridge, we assessed alternative structure types for the bridge: • Conventional concrete bridge • Cable stayed bridge • Suspension bridge • The conventional concrete was discounted at an early stage, primarily on cost grounds (with the materials required, especially for numerous pylons and piers in the water to support the deck) • The TA team presented the cable stayed and suspension bridge options to KURA and Mombasa County Government and invited them to advise on the structure type to be used for the conceptual design taking account of: • Design aesthetics, cost and uniqueness (the technical capability and deliverability of the two structure types being similar)

22 © 2016 Deloitte & Touche Bridge Conceptual Design Selection of Bridge Structure Type Cable Stayed Bridge Suspension Bridge

• Carriageway beam is supported from • Steel carriageway beam supported via the pylon directly by straight cables hangers from two main cables in parallel or harp like arrangements • Anchor blocks four (4) no.; higher total • Anchor blocks two (2) no.; lower total quantities quantities • second longest in Africa and the 74th • Longest in Africa and Europe and the worldwide 5th worldwide.

Considering the landmark appearance, KURA and MCG advised that the Suspension bridge option be elaborated further. A conceptual / outline design, construction process and cost estimate has been developed for a Suspension bridge for the 2nd Nyali Bridge. 23 © 2016 Deloitte & Touche Bridge Conceptual Design Delivering the desired capacity

24 © 2016 Deloitte & Touche Bridge Conceptual Design Daytime (Artist’s Impression)

25 © 2016 Deloitte & Touche Bridge Conceptual Design Night time (Artist’s Impression)

26 © 2016 Deloitte & Touche Feasibility Study ESIA issues

27 © 2016 Deloitte & Touche Environmental and Social Impact Issues Project Impacts and Mitigation Measures

Project Phase Positive Impacts Negative Impacts & their mitigation measures

Social Environmental Mitigation Measures

Pre- . Employment creation . Land acquisition, . Vegetation clearance . RoW limited to construction, construction change in land use . Habitat fragmentation O&M areas . Loss of structures . Tree planting & re-landscaping . Proper Compensation

Construction . Increases Direct & Indirect . Safety and Health . Air pollution . Occupational health & safety sources of employment risks . Excess noise & management systems . Contributes in economic . Utility services vibrations . Advance notice & growth disruption . Water quality communication . Provision of market for . Gender Inequality degradation . Use of proper signage & supply of construction . Traffic congestion & . Soil degradation barricades, emergency plan materials diversions . Solid waste generation . Speed control . Waste management

Operation . Reduces traffic congestion, . Tolling Impacts . Vehicular emissions . Efficient tolling systems to accidents and noise ensure smooth traffic flow . Promotes infrastructural . Alteration of natural . Availability of high occupancy tourism drainage system vehicle lanes . Reduction in congestion & . Impact to aquatic . Noise barriers, low noise paving travel times, better biodiversity materials connectivity & reliability . Improve drainage systems . Alternative direct link . Re-landscaping, tree plantation

28 © 2016 Deloitte & Touche Environmental and Social Issues Resettlement Action Plan (RAP) Key Impacts (Bridge and immediate approach roads only)

. Affected households: 203 households . 63 enterprises (employing over 178 people) will be displaced; largely informal, unregistered businesses (Roadside hotels, Kiosks and boat builders/repairers) . Need for alternative space for traders, No resettlement of residents (as at time of survey) but since changed . Estimated budget for RAP (including land acquisition): KES 1.63 Billion* o Compensation for land – 622,174,064 o Compensation for structures – 488,327,385 . RAP implementation schedule: maximum 16 months

* Preliminary estimates for Ph I; Subject to finalization by NLC

29 © 2016 Deloitte & Touche Legal Due Diligence

30 © 2016 Deloitte & Touche Legal Due Diligence

1. Policy justification for the Project

2. Procuring Authority Powers

3. Legislation under which the Project is to be procured

4. Legal framework governing roads in Kenya

5. Legal framework applicable to tolling of roads in Kenya

6. Project Procurement Considerations and PPP Options

7. Project Site enablement issues

8. Private Party Project Implementation Issues

9. Project Funding

10. Managing Project Legal Risk 31 © 2016 Deloitte & Touche Funding Options

32 © 2016 Deloitte & Touche Funding Options Comparison of Potential Funding Sources

Ease of Reliability / Funding Options Revenue Potential Acceptability Disbursement Profile implementation Predictability Tolls High Moderate Moderate High Matches Motor Vehicle Taxes Low Low Easy High Partly matches Fuel Taxes Low Moderate Easy High Partly matches Betterment Levy Low to Moderate Low Moderate Moderate Does not match Freight Charges Low Moderate Moderate Moderate Matches Tax Increment Moderate Moderate Moderate Moderate Does not match Financing Joint Development High Moderate Moderate Moderate Partly matches Developer / Impact Moderate Moderate Easy Low Partly matches Fee Vehicle License Low Moderate Easy Moderate Does not match Charges VAT on vehicle Low Moderate Easy Moderate Does not match insurance premiums

Property Taxes Moderate Low Moderate Moderate Does not match Sale of Property Low Low Moderate Moderate Does not match Rights Area Licensing / Permits / Low Low Moderate Moderate Partly matches Concession Charges Advertising Fees Low High Easy Moderate Does not match Tax on Lottery Low Moderate Easy Low Does not match winnings 33 © 2016 Deloitte & Touche Project Summary Implementation Schedule

34 © 2016 Deloitte & Touche Implementation Plan Key Activities Procuring Agency Substantial Ph I: notice of LA progress possession

Land Acquisition

RFQ preparation Addressing Policy & RFQ & Release IE Selection Guideline Gaps Evaluation Bid Evaluation Release of RFP Notice of Clearance Award facilitation Ph I: Project CA signing Ph I Land Approval Competitive Dialogue handover

Q3 2016 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Q1 2018

RFQ Obtaining Signing CA Submission Clearances Opportunity assessment Initial Market Sounding SPV Financial formation Closure Bid Consortium finalization Submission Bid Submission Private contingent on Ph I Sector/Developer land acquisition 35 © 2016 Deloitte & Touche Note: Indicative implementation plan subject to approvals, land acquisition and publication of RFQ/RFP etc Implementation Plan Development schedule

Sl. Key Activity/milestone Timeline

1 Approval of final feasibility report Jul-16 2 Substantive progress on land acquisition July - Nov 2016 3 Finalisation of transaction / prequalification documents Oct-16 4 Invitation to pre-qualify Dec-16 5 Preparation of Prequalification documents by prospective bidders Jan-17 6 Submission of Qualification documents (45 days from invitation) Jan-17 7 Prequalification evaluation Feb-17 8 Issuance of request for bid proposal Feb-17 9 Pre-bid conference Apr-17 10 Competitive dialogue May-17 11 Bid submission deadline (Contingent on status of Land acquisition) Jul-17 12 Bid Evaluation July - Oct 17 13 Notice of Award Nov-17 14 Agreement signing Nov-17 15 Financial Close Mar-18

36 © 2016 Deloitte & Touche Note: Indicative implementation plan subject to approvals, land acquisition and publication of RFQ/RFP etc We are pleased to enclose our presentation on the Project Location and Scope – Stakeholder presentation, in relation to the Provision of Transaction Advisory Services for the Development, Operation and Maintenance of the Second Nyali Bridge PPP project in accordance with our contract with the National Treasury of Kenya dated 25 November 2014.

This presentation contains a number of outstanding matters that require clarification or confirmation. We therefore reserve the right to add, delete and/or amend the presentation as appropriate. In preparing this Presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of information available from public sources, discussions with relevant authorities and other third party sources. No party is entitled to rely on the Presentation for any purpose whatsoever and we accept no responsibility or liability for its contents to any party.

For your convenience, this presentation may have been made available to you in electronic and hard copy format. Multiple copies and versions of this presentation may, therefore, exist in different media.

Deloitte and/or the Project Consortium do not take responsibility for delays caused by approvals, land acquisition, political, security, or any other factors which are not directly influenced by Deloitte and/or the Project Consortium.

You should not, without our prior written consent, refer to or use our name or the report for any other purpose, refer to them in any investment circular or other document, or make them available or communicate them to any other party (except for your affiliated organisations and your other professional advisors).

Deloitte and/or the Project Consortium accept no liability to any party in connection with this presentation.

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. 37 © 2016 Deloitte & Touche