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GULF GOLD AND JEWELRY GROUP

AFRICA LTD
KENYA, NAIROBI P.O. BOX 43406-00100

GGG, IBEX, Tri-Star Group LLC & United Energy International. Corp SOLAR MOU
SEPTEMBER 2, 2015
To: MR. Maurice Kinyanjui
9002 Linton Street, Silver Spring, MD 20901, USA
P: +1.301.928.5727
mkinyanjui@ibexinitiatives.com
To: Mr. Paul Delkaso
Tri-Star Group LLC (Finance Company)
Delkaso1@gmail.com
To: Mr. John Kamya
United Energy International Corporation (Contractor)
4130 Hunt Place NE, Washington DC 20019
Jkamya5356@aol.com
The GULF GOLD GROUP is in the final stages of selecting the best possible contractors and finance for three very
important life supporting, high value, and social and economic cornerstone nation building projects.
GULF GOLD GROUP and PACIFIC INDUSTRIAL ENERGY LTD., in Joint Venture have spearheaded the operations
and funded the operations to date, developing and structuring the opportunities we have today. Mr. Simon Gathecha,
President of PAC ENERGY and his team of experts are the guiding force in developing and securing the water and solar
projects, and Mr. Bradly Nelson, Managing Director of GGG, is spearheading the GGG Defense security consulting and
contracting. Inception of the solar project dates back to January 2014, the water project dates back to February 2012, and
the GGG Defense security consulting dates back to March 2013. We look forward to the signing of this formal Solar
Power MOU with approximate 750,000,000 build out construction value and forming a strong long term association
moving forward managing the consulting, contracting, servicing and maintaining the core basic needs of Solar Power
Energy, Clean Water Distribution and Defense for Kenya. Inevitably these core projects lead to national and financial
success.
The IBEX INITIATIVES GROUP (IBEX), in SPV association with the Joint Venture above, was established in 19xx and
is consulting as a 20% for profit partner per the terms of this MOU. IBEX has negotiated final terms with financier and
Contractor United Energy International Inc. (UEII). UEII is an OEM (original equipment designer & manufacturer),
consultant, supervisor, contractor and installer. UEII has engineering, design and manufacturing expertise in wind, solar
and water delivery systems equipment, in conjunction with our group of like operating partners consults, develops,
manufactures, delivers and installs seamlessly integrated, high efficiency industrial/commercial grade systems to exploit
and deliver solutions, results and after installation maintenance service programs in these specific fields. UEII portfolio of
services accommodates clients specified contracted on and off grid green energy - solar generation requirements
(collection, storage, inversion, re-distribution & system monitoring); as well as, in the case of water management delivery
GULF GOLD AND JEWELRY GROUP AFRICA LIMITED

Phone: +254 710105836, sales@gulfgoldgroup.com, www.gulfgoldgroup.com


KENYA, NAIROBI P.O. BOX 43406-00100
WORLDWIDE EXPLORATION OF PRECIOUS METALS IMPORT EXPORT
GOLD AND DIAMONDS REFINING TRADING MANUFACTURING

GULF GOLD AND JEWELRY GROUP


AFRICA LTD
KENYA, NAIROBI P.O. BOX 43406-00100

systems, provides clean water distribution solutions, purification alternatives and the desired results for designated
necessities.
The following agreement includes an overview of these components that will ensure timely process integration, project
execution and achieve the desired projects results.

MOU AGREEMENTS, REQUIREMENTS, PROCEDURES, and SERVICES


1)

The Parties agree by their authorized signature agree to engage in a lawfully binding SPV contractual agreement
with the COAST DEVELOPMENT AUTHORITY (CDA) to perform their specific contracted activities producing
renewable energy for the KENYA MINISTRY of ENERGY and Selling the renewable energy to KENYA POWER
for profit.

2)

SUPPORTING DOCUMENTS WILL BE AGREED AND ATTACHED BY APPENDIX AND ARE AN


INTEGRAL PART OF THIS CONTRACTUAL AGREEMENT. Parties will also reserve the right to re-assess,
modify and confirm any and all data, as well as, costs relative to materials, equipment, construction, labor, housing,
transportation and logistics previously stated due to lag times and aging of information associated with any previous
quotations and data received or referenced in supporting documents (all existing / supporting on-hand project
documents referencing preceding data and costs shall be evaluated and agreed . The definition and statement of these
quotes may be subject to volatility associated with and due to exchange rates, cost of money, commodity pricing,
materials and equipment, transportation and labor costs.

3)

Upon signing this MOU all Parties agree to perform, in timely fashion, any and all matters specific to their
respective duties stated in this document. Tri-Star Group LLC will pay GGG within 4 business days after signature of
this MOU a US $250,000 facilitation and overhead expenditure.

4)

GGG will ensure all issues and matters agreed to in this MOU have been presented to the appropriated Kenyan
State Corporations / Government Officials, are finalized, and agreed to or in process of finalization and agreement. A
detailed agenda of topics for discussion must be developed, presented and agreed to by all attending the pre
scheduled CDA meeting. A detailed listing of all attendees, including their titles and position must be included.

5)

The source of financing of this turnkey project must issue a letter of interest prior to the CDA meeting.

6)

GGG in Agreement with CDA does represent the land owner, and GGG is the Project Manager at this point having a
signed MOU with CDA to use the land specific for this solar project for a 25 year period.

7)

GGG will be responsible for facilitating the sub-contracting arrangements specific to the SAMBURU KWALE
COUNTY SOLAR PROJECT. GGG will further provide all necessary licenses and certificates necessary to initiate and
complete the turnkey project all such certificates, permits and/or licenses will be accommodated on the MINISTRY of
ENERGY / Kenyan Central Governments Account. The aforementioned SPV will also facilitate introductions of all
contracting partners, authorize issuance of contracts, and provide evidentiary, documentable information of such
GULF GOLD AND JEWELRY GROUP AFRICA LIMITED

Phone: +254 710105836, sales@gulfgoldgroup.com, www.gulfgoldgroup.com


KENYA, NAIROBI P.O. BOX 43406-00100
WORLDWIDE EXPLORATION OF PRECIOUS METALS IMPORT EXPORT
GOLD AND DIAMONDS REFINING TRADING MANUFACTURING

GULF GOLD AND JEWELRY GROUP


AFRICA LTD
KENYA, NAIROBI P.O. BOX 43406-00100

authority to issue these contracts on behalf of the CDA/Kenyan Energy Ministry. The SPV will provide documented
information relative to projects agreed upon timeframe(s), and affirmation of Kenya Government financial guarantees
being in place for the projects construction through completion.

8)

The GGG, PAC ENERGY, IBEX partnership in conjunction with Tri-Star Group LLC and UEII will then
formulate a specific mutual working agreement between the parties. UEII engineering team under PAC ENERGY
engineering team Kenya License will pay for a full two phase comprehensive feasibility study to engage and
complete the project in the most cost effective and shortest time frame after signature of the CDA MOU.

9)

Assignment or award of any contract or subcontract including maintenance contracts for the SOLAR FARM
PROJECT will be negotiated by the SPV project manager. These sub-contracting arrangements will include UEII
Design, Manufacturing & Construction Operations, which takes into account the consultation, supervision,
layout, design, engineering, manufacture, procurement, delivery logistics, integrated construction, installation,
knowledge transfer/training, completion of test operations and operations transfer/hand over for/of aforementioned
Solar System Project.

10)

GGG and IBEX in conjunction with UEII will finalize all government formalities with CDA/MINISTRY of
ENERGY in preparation for site visit to start due diligence within 1 week of meeting and finalization of all agreement
formalities.

11)

Business planning and feasibility studies will be considered, documented and presented to the Ministry of Energy.
This will be based upon a Pre-Project Engineering Review: to include landscape review and build-out options,
construction layout, design, foundation alignments, solar string configuration, schematics/blueprints, proximity to and
grid interconnect, supply chain mobilization, personnel requirements, lodging, process execution, materials,
manufacturing, testing, equipment consolidation, handling, logistics, transportation, ocean freight, insurance, tariffs,
warehousing, installation, completion testing, handover release are just a sample of those aspects that will require
anticipation and review for presentation to Ministry of Energy.

12)

Phase me: Upon the Parties review, agreement and signature of the Sub Contracting formalities, UEII will begin
planning, implementation and mobilization and administrative processing of engineering and site review. UEII will be
guided and make its assessment on the basis of its Pre-project Engineering Review criteria and or, on and with any
existing design protocols, fees or assumptions listed/stated in the current CDA/GGG SAMBURU 300MW HYBRID
SOLAR SYSTEM MEMORANDUM. To begin this Pre-Project Engineering Review assessment an international
industry standard (EPC-engineering, procurement, construction) pre-project fee/payment non-refundable operating
expense fee will be granted by Tri-Star Group LLC to UEII and PAC ENERGY accordingly. This fee is typically 2% of
the estimated project cost or US $14,000,0000 and is utilized to evaluate and design engineering protocols, assess site
and resource requirements, alignment of labor force management processes, technical support personnel necessities,
relevant service supply chain requirements, materials and equipment, transportation and labor costs required to execute
the project. This fee is to be paid via T/T Swift to agreed SPV banking facility within 5 working days of dully signing
the CDA MOU, Contracting and Subcontracting agreements. a) GGG, PAC ENERGY and UEII will make a detailed
report to Tri-Star Group LLC. b) This report will include: i - project timeline and presentation of material, equipment,
transportation and labor costs, and ii SPV project deposit payment schedule, payable in United States Currency
(US$), previously agreed to and signed-off on by CDA. iii - The accompanied payment schedule includes the nonGULF GOLD AND JEWELRY GROUP AFRICA LIMITED

Phone: +254 710105836, sales@gulfgoldgroup.com, www.gulfgoldgroup.com


KENYA, NAIROBI P.O. BOX 43406-00100
WORLDWIDE EXPLORATION OF PRECIOUS METALS IMPORT EXPORT
GOLD AND DIAMONDS REFINING TRADING MANUFACTURING

GULF GOLD AND JEWELRY GROUP


AFRICA LTD
KENYA, NAIROBI P.O. BOX 43406-00100

refundable pre-paid international industry standard (EPC-engineering, procurement, construction) operating expense fee,
which will be deducted from the final payment due upon projects infrastructure and initial test completions. c) Tri-Star
Group LLC will then provide a Guarantee and security bond to cover the turnkey project.

13)

Phase II: Upon signing of CDA MOU, and within 5 working days after presentation, review and consultation
over final contracts and sub contracts Tri-Star Group LLC will pay GGG a US $4,000,000 facilitation and overhead
expenditure. Final contracts and sub contracts will have appropriately documented financial appendices from the
financial institution and appendices from the Kenya Power Purchase Agreement PPA. After UEII presentation of
final signed contracts to its banking institution and after SPV receipt of project GUARANTEE and surety bond
from bank, then Tri-Star Group LLC will present GGG with a USD $5,000,000 promissory note 5 days after final
review of all pertinent documents pertaining to the project requirements stated in this MOU, which will be
redeemable upon final confirmation and notification of SPV payment schedule acceptance and UEII receipt of the
initial project deposit payment by the financial institution to begin the SOLAR FARM PROJECT. This initial deposit
will be in accordance with the previously agreed and signed off payment schedule, made by Tri-Star Group LLC to
begin the project. GGG will spend a minimum of US $60,000 to outfit a first class Nairobi office to manage project
operations. All parties to this MOU will agree on office location, (functional layout), furniture and equipment;
including communication interface, internet, Wi-Fi, broadcast technology & media training room.

14)

In conjunction with finalization and signing of Sub Contract Documents, through the Ministry of Energy and
Kenya Power the SPV will have formally obtained and presented the necessary approved PPA to guarantee
repayment of the finance for the project.

15)

Upon and in conjunction with signing of the Sub Contract, the SPV will document assignment of the project
exclusively to GGGs contractor UEII. Machinery and equipment, as well as, materials supplied shall meet relevant
International Industrial Standards (Since up till now there is still no standardized directives on the international
market, the spearheading country in the supply of solar power system, thus, it will be reasonable, convincible and
inevitable to take their national standard as the basic guideline as the standard to follow.), with approval of the
relevant government agencies. The design shall also consider relevant local construction standards, regulations and
laws, as well as, documents and design requirements provided by the Client.

16)

Parties agree to utilize GGG DEFENSE GROUP for security contracting purposes (detailed listing of security
oversight capabilities required) where and whenever possible for the term of the project. (These arrangements will be
supported by WIH, security contracting payments shall be factored into the overall contract and subcontract
expenses).

17)

Parties agree PAC Energy shall have oversight and final approval of local labor recruitment and vetting, and will
be responsible / liable for local labor force work ethic, behavior and conduct throughout the term of the project. The
minimum government requirements shall be strictly followed.

18)

The parties shall hold confidential all matters on this Project with respect to records and data (which are
deemed Confidential Information) which have come to their attention through the co-operation of the Parties
detailed in this MOU. The confidential information shall not be divulged, disclosed or otherwise made known to any
GULF GOLD AND JEWELRY GROUP AFRICA LIMITED

Phone: +254 710105836, sales@gulfgoldgroup.com, www.gulfgoldgroup.com


KENYA, NAIROBI P.O. BOX 43406-00100
WORLDWIDE EXPLORATION OF PRECIOUS METALS IMPORT EXPORT
GOLD AND DIAMONDS REFINING TRADING MANUFACTURING

GULF GOLD AND JEWELRY GROUP


AFRICA LTD
KENYA, NAIROBI P.O. BOX 43406-00100

third party nor to be used for any other purposes other than executing this MOU without prior written approval of the
other party

19)

This MOU shall remain valid and effective for a period of one year; if the Captioned Project Finances are not
secured during the 1 year period of the MOU; both Parties may consider extending, renewing or terminating this
MOU.

20)

UEII Design, Manufacturing & Construction Operations will be involved with and solely be compensated for
and profit from its consultation, layout, design, engineering, procurement, construction, installation, knowledge
transfer, completion of test operations and operations transfer/hand over for/of the 300MW HYBRID SOLAR
SYSTEM at SAMBURU-KWALE COUNTY. Assignment of after installation maintenance contract services for the
SOLAR FARM PROJECT will be negotiated by the SPV project manager. UEII specialized after installation
Maintenance Operations Division Affiliate, will be given first opportunity to submit their comprehensive
maintenance program. GGG the SPV project manager shall manage and negotiate the long term service maintenance
contract, which will be budgeted and paid for out of the anticipated income revenue stream from the sale of energy to
KENYA POWER via the PPA Agreement. Based on the above and this maintenance arrangement, UEII Design,
Manufacturing & Construction Operations will not be included nor participate in any revenue collections or splits,
from the sale of energy generated from the SOLAR FARM PROJECT by the GGG, PAC ENERGY, IBEX, CDA
SPV or participate in any receipt of long term management consulting, general management, operations or other
planning fees/revenue. Any actual maintenance contracting, maintenance costs, employee planning and
management, office and equipment planning and management shall be budgeted solely from the revenue stream
referenced above, and deducted off the top prior to any subsequent disbursing of funds.

21)

This MOU does not bind or limit MINISTRY of ENERGY from pursing alternative sources of financing for the
project.

22)

This MOU, during its validity period shall be binding upon GGG, IBEX, Tri-Star Group LLC, UEII, as well as their
respective assignees and successors in title.

IN WITNESS WHEREOF the parties agree to all terms above by their authorized signature below.
Signed:

Mr. Bradly Nelson GGG, Managing Director

Mr. MAURICE KINYANJUI IBEX, President

GULF GOLD AND JEWELRY GROUP AFRICA LIMITED

Phone: +254 710105836, sales@gulfgoldgroup.com, www.gulfgoldgroup.com


KENYA, NAIROBI P.O. BOX 43406-00100
WORLDWIDE EXPLORATION OF PRECIOUS METALS IMPORT EXPORT
GOLD AND DIAMONDS REFINING TRADING MANUFACTURING

GULF GOLD AND JEWELRY GROUP


AFRICA LTD
KENYA, NAIROBI P.O. BOX 43406-00100

Mr. John Kamya United Energy International Inc. (UEII), Director

https://stealherheartnow.com/vsl-2-step-tower-steal?affiliate_id=426585
Mr. Paul Delkaso Tri-Star Group LLC, Director

GULF GOLD AND JEWELRY GROUP AFRICA LIMITED

Phone: +254 710105836, sales@gulfgoldgroup.com, www.gulfgoldgroup.com


KENYA, NAIROBI P.O. BOX 43406-00100
WORLDWIDE EXPLORATION OF PRECIOUS METALS IMPORT EXPORT
GOLD AND DIAMONDS REFINING TRADING MANUFACTURING