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AGREEMENT FOR SALE

DATED 201…..

BETWEEN

MITIMOJA INVESTMENTS LIMITED


(AS THE “VENDOR”)

AND

CAPE SUPPLIERS LIMITED


(AS THE “PURCHASER”)

RELATING TO THE SALE OF

APARTMENT NUMBERS A11 AND B4


ERECTED ON TITLE NUMBER KIAMBAA/RUAKA/3260
(AS THE “THE PREMISES”)

Drawn by

Sichangi Partners Advocates


Nairobi Office
No: 31/33 Muthithi Road Westlands
P.O. Box 33223- 00600
Nairobi- Kenya
conveyance@sichangi.com
www.sichangi.com
(Ref: CCTT/13435/19/16/C)

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THIS AGREEMENT is made on the………………day of …………………………..201………………

BETWEEN:

1. MITIMOJA INVESTMENTS LIMITED, a limited liability company, incorporated


under the Companies Act, (Cap 486 of the Laws of Kenya) with certificate of registration
number C.113130 and for the purposes hereof of Post Office Box Number 27705-00506,
Nairobi (hereinafter called the “Vendor” which expression shall, where the context so
requires, include the Vendor’s successors in title and assigns) of the one part; and

2. CAPE SUPPLIERS LIMITED, a limited liability company, incorporated under the


Companies Act ,with certificate of registration number ………………………… and for
purposes hereof of Post Office Box Number 27705-00506,Nairobi (hereinafter called the
‘‘Purchaser’’ which expression shall, where the context so requires, include the Purchaser’s
successors in title and permitted assigns) of the other part.

WHEREAS:

(A) The Vendor is registered as the absolute proprietor of ALL THAT Land situate in Kiambu
known as Kiambaa/Ruaka/3260 containing by measurement zero decimal nought nine
three (0.093) hectares or thereabouts.

(B) The Vendor has undertaken the construction of a total of twenty seven (27) residential units
comprising of two and three bedroom apartments and bedsitters together with the usual
amenities and improvements as more particularly shown on the respective plans available
on the site for inspection. The aforesaid land together with all improvements and fixtures
are together known as the Estate.

(C) The Vendor has applied for and obtained relevant approvals to facilitate the change of user
over the land to residential/multi dwelling purposes from the Government of Kenya and
the County Government of Kiambu.

(D) The Vendor has agreed to grant the Lease (as hereinafter defined) to the Purchaser and the
Purchaser has agreed with the Vendor to take up the Lease upon the terms and conditions
hereinafter contained.

(E) A management company called Roselyn View Apartments Management Company has
been incorporated for purposes of managing and maintaining the estate and each
Purchaser will simultaneously with the execution of the Lease apply for membership and
shareholding of one (1) share in the Management Company, and the said membership and
shareholding shall remain an inseparable portion of every Lease granted in the Estate.

(F) The Vendor has agreed to sell and the Purchaser has agreed to purchase all that property
known as Apartment Numbers A11 and B4 which are more particularly described and
delineated on the floor and building plans available on the site (hereinafter known as ‘‘the
Premises’’) TOGETHER with the right to use the entrance ways and other pathways,
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parking spaces and the gardens and other common conveniences and upon the terms and
conditions hereinafter appearing.

(G) The purpose of this Agreement is to (inter alia) record the agreements reached between the
Vendor and the Purchaser in relation to the purchase of the Sale Property, payment of the
Lease Premium and grant of the Lease.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement (including the recitals hereto) except where the context otherwise requires
the following words and expressions shall have the following meanings:

1.1.1 “Approved Documents” means the plans showing the proposed Development prepared
by the Architect (and “Approved Documents” shall include any further Approved
Documents supplementing, replacing or adding to the same with the approval of the
Vendor) as the same may be revised by the Vendor from time to time as provided herein.
The Approved Documents as of the date hereof are contained in Fourth Schedule hereto;

1.1.2 “Architect” means such person as the Vendor may from time to time appoint under the
Building Contract to supervise and oversee the construction and completion of the
Premises and the Estate infrastructure;

1.1.3 ‘‘Architect’s Certificate’’ means a Certificate issued by the Architect to the effect that in the
opinion of the Architect, Practical Completion has been achieved;

1.1.4 “Buildings” means the twenty seven (27) residential units comprising of two and three
bedroom apartments and bedsitters together with the usual amenities and improvements
as more particularly identified in the Approved Documents which shall form part of the
Development;

1.1.5 “Business Day” means any day (other than Saturday, Sunday or gazetted public holiday in
Kenya) on which banking institutions in Kenya are generally open for the conduct of
banking business;

1.1.6 “Development” means the Vendor’s residential apartments development on the Land to
be known as “Roselyn View Apartments” comprising not more than twenty seven (27)
residential apartments together with related amenities and facilities;

1.1.7 “Drawings” means the drawings in respect of the Premises in the agreed form the said
drawings being contained in the Third Schedule hereto (and the “Drawings” includes any
revision of the Drawings in accordance with the provisions of this Agreement);

1.1.8 “K.Shs.” means Kenya Shillings, the lawful currency of the Republic of Kenya;

1.1.9 “Land“ means ALL THAT piece of land situate in Kiambu known as
Kiambaa/Ruaka/3260 containing by measurement zero decimal nought nine three (0.093)
hectares or thereabouts.
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1.1.10 “Lease” means the long term lease over the Premises to be granted by the Vendor to the
Purchaser for the term of ninety nine (99) years with effect from 1st September, 2015 (now
past) less the last seven (7) days thereof the said lease being substantially in the Vendor’s
standard form;

1.1.11 “Lease Completion Date” means the date falling fifteen (15) Business Days after the
Practical Completion Date;

1.1.12 “Lease Premium” means the sum payable in accordance with the provisions of clause 3;

1.1.13 “Premises” means Apartment Number A11 and B4 which the Purchaser is purchasing in
the Development as further identified in paragraph seven (7) of the First Schedule and
shown for identification purposes only shaded on the Drawings subject to and in
accordance with all matters contained or referred to in the Lease;

1.1.14 “Restrictions” means all notices, orders, resolutions, demands, proposals, requirements,
regulations, restrictions, agreements, directions or other matters affecting the Land, the
Buildings or the Premises or their use served or made by any local or other competent
authority arising under any statute or any regulation or order made under any statute or
lawful regulation or edict having the force of law;

1.1.15 “Share Price” means the sum of Kenya Shillings One Hundred (KShs. 5,000/-) being the
value of One (1) share in the Management Company payable by the Purchaser to the
Vendor;

1.1.16 “Vendor's Advocates” means Messrs. Sichangi Partners Advocates, Number 31/33,
Muthithi Road Westlands P.O Box 33223-00600.

1.2 In this Agreement (including the recitals hereto), unless the context otherwise requires,
reference to:

1.2.1 words denoting the singular number only shall include the plural number also and vice
versa and words importing the masculine gender includes the feminine gender and neuter
and vice versa;

1.2.2 sub- clauses, clauses, Sections and the Schedules shall be construed as references to sub-
clauses, clauses and sections of and the schedules to this Agreement;

1.2.3 the expression “person” shall include any legal or natural person, partnership, trust
company, joint venture, agency, government or local authority department or other body
(whether corporate or unincorporate);

1.2.4 any statute or any provision of any statute shall be deemed to refer to any statutory
modification or re-enactment thereof and to any statutory instrument, order or regulation
made thereunder or under any such re-enactment;

1.2.5 the “Vendor” shall include any person to whom the Vendor's interest in the Land (or any
part thereof) is transferred or assigned;

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1.2.6 indemnifying any person against any circumstance includes indemnifying and keeping
him harmless from all actions, claims and proceedings from time to time made against that
person and all loss or damage and all payments, costs and expenses made or incurred by
that person as a consequence of or which would not have arisen but for that circumstance;

1.2.7 a document “in the agreed terms” or in “agreed form” shall mean in the form agreed by or
on behalf of the parties and initialed by or on their behalf; and

1.2.8 a “party” or to “parties” shall mean a party or the parties to this Agreement.

1.3 Headings to Sections are for convenience only and shall not affect the construction or
interpretation of this Agreement.

1.4 In this Agreement any reference to any document (including this Agreement) means that
document as is supplemented, amended or varied from time to time in accordance with the
terms thereof and (if applicable) hereof.

1.5 If the Purchaser is at any time more than one person their obligations shall be joint and
several.

1.6 For the purposes of this Agreement, if a definition imposes substantive rights on a party to
this Agreement, such rights and obligations shall be given effect to and shall be
enforceable, notwithstanding that they are contained in a definition.

1.7 The recitals form an integral part of this Agreement and shall have the same force and
effect as if expressly set out in the body of this Agreement and any reference to this
Agreement shall include the recitals.

1.8 The parties acknowledge and agree that this Agreement has been jointly negotiated and
drafted by all of the parties to it and that it is intended to benefit all of the parties equally.
Accordingly, neither this Agreement nor any of the provisions thereof shall be construed
strictly against any of the parties.

2. THE VENDOR'S WORKS

2.1 The Vendor has by its contractors carried out the construction of the Development
substantially in accordance with the Approved Documents.

2.5 The Vendor will (as between the Vendor and the Purchaser) ensure that there are remedied
and put right within a reasonable time any material defects in the Premises (other than
those relating to works undertaken by the Purchaser in fitting out the Premises and other
than those defects which shall arise from normal shrinkage and drying out of plaster
and/or timber or which shall comprise deterioration of decoration occasioned by ordinary
wear and tear) which shall appear within a period of six (6) months from the Practical

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Completion Date and of which notification in writing shall have been given by the
Purchaser to the Vendor within the said period of six (6) months and which shall be defects
of such nature as the Vendor is entitled to require its building contractor under the
Vendor’s building contract to remedy or put right provided that the Vendor shall only be
bound to remedy those material defects notified to it in writing by the Purchaser no later
than within six (6) months from the Practical Completion Date.

2.6 Notwithstanding the grant of the Lease the contractor shall have the right with servants,
agents, workmen and independent contractors and their plant, machinery and materials to
enter the Premises upon at least forty-eight (48) hours prior notice (save in cases of
emergency when less or no notice may be appropriate) for the purpose of carrying out such
works as are referred to in clause 2.5.

3. GRANT OF THE LEASE

3.1 The Vendor shall grant the Lease for the Lease Premium and the Purchaser shall accept the
Lease (without amendment or variation) at the rents and for the term and subject to all the
terms, covenants and conditions contained in the Lease and the Purchaser shall execute
three (3) counterparts of the Lease.

3.2 The Lease shall be completed at the offices of the Vendor’s Advocates on the Lease
Completion Date. The Vendor’s Advocates are hereby authorized by the Vendor and the
Purchaser to complete any blanks in the Lease and including without limitation, to change
the Lease Premium (if such change is required pursuant to the terms of this Agreement for
additional works or modifications done pursuant to the provisions of Section 7) and
complete the Tenth Schedule to the Lease. The Purchaser acknowledges that the Initial
Provisional Service Charge (as defined in the Lease) would be, if the Lease was granted at
the date hereof, the amount specified in paragraph 6 of the First Schedule, but will by the
time of the grant of the Lease have increased at least in line with inflation (as measured by
the Consumer Prices Index).

3.4 The Purchaser shall pay the fees and costs of the Vendor’s Advocates in connection with
the creation and drawing of the agreement for lease, the lease and two counterparts of
each. The full amount of the aforesaid fees and costs shall be paid by the Purchaser to the
Vendor’s Advocates on or before the execution of this Agreement while all stamp duties (as
shall be assessed by the Collector of Stamp Duty on the sale of the Premises) and
registration costs in connection with the Lease and all other applicable disbursements in
connection with the creation and registration of the Lease shall be paid by the Purchaser to
the Vendor’s Advocate on the Lease Completion Date. The Vendor’s Advocate shall attend
to the registration of the Lease.

3.5 The Purchaser acknowledges and agrees that the Premises will be sold subject to all
Restrictions affecting the Development, the Buildings or the Premises as at the Lease
Completion Date.

3.6 The Purchaser shall not be entitled to possession of the Premises until all payment
obligations of the Purchaser hereunder have been satisfied in full.
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4. THE LEASE PREMIUM AND OTHER PAYMENTS

4.1 The Lease Premium shall be paid by the Purchaser to the Vendor in accordance with clause
1.2 of the First Schedule.

4.2 The Purchaser agrees that payments due under clause 4.1 shall be paid by Real Time Gross
Settlement (RTGS) transfer or immediately available funds or in such other manner as the
Vendor may from time to time reasonably require.

4.3 The Purchaser shall on the Lease Completion Date pay the Initial Provisional Service
Charge (as defined in the Lease) in accordance with paragraph 6 of the First Schedule for
the aggregate of the period commencing on the Lease Completion Date upto (and
including) the first Computing Date (as defined in the Lease) (such period hereinafter
called the “Initial Financial Period”) and the next four Financial Period (as defined in the
Lease) immediately following Initial Financial Period.

5. INTEREST ON LATE PAYMENTS

5.1 If the Purchaser fails to honour the Purchaser’s payment obligations under clause 4.1 or
under any other provision hereof on the due date or if any cheque or bank draft taken for
or towards the satisfaction of the relevant payment obligation of the Purchaser is not
honored upon first presentation:

5.2 the Purchaser shall pay interest at the rate of interest of 6% on the amount due and payable
from the due date for payment until payment (together with all accrued interest) in full,
such interest to be computed on the basis of a 365 day year and compounded monthly; and

5.3 the Vendor may (but without prejudice to any other available right or remedy) if payment
in cleared funds shall not have been effected within ten (10) days of the due date for
payment elect to treat such non-payment as a fundamental breach of the Purchaser’s
obligations under this Agreement and the provisions of Section 6 shall apply.

5.4 The Purchaser hereby agrees that the agreed rate of interest payable on the Purchaser’s
breach of this Agreement represents a fair and reasonable pre-estimate of the loss to be
suffered by the Vendor resulting from the Purchaser’s breach.
6. COMPLETION
6.1 Completion shall take place at the Vendor’s Advocates’ offices.

6.2 On or before the Completion Date the Vendor shall provide to the Purchaser the following
completion documents and the Purchaser shall upon receipt of the said documents release
the balance of the Purchase Price being Kshs. 10,800,000/=;

6.3 The undated Instrument of Transfer (in triplicate) duly executed in favour of the Purchaser;

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6.4 Original Title Deed document in respect of the Property;

6.5 Land Rent payment receipts, Land Rent Clearance Certificate paid up to date together with
Consent to transfer in favour of the Purchaser;

6.6 Rates payment receipts paid up to date from the County Government together with a Valid
Rates Clearance Certificate;

6.7 Copies of the Vendor’s Directors’ National Identity Cards/Passports, PIN Certificates and
three colour passport size photographs each; and

6.8 Capital Gains payment acknowledgment receipt.

The documents listed in clauses 6.1 to 6.9 (both inclusive) are hereinafter referred to as
the “Completion Documents”).

7. TERMINATION OF AGREEMENT

7.1 Time is of the essence in this Agreement and if the Purchaser shall fail to comply with its
obligations under this Agreement including the obligations to pay the Lease Premium (or
any part thereof) and interest thereon pursuant to Sections 4 and 5 the Vendor may give the
Purchaser notice in writing to comply with its obligations and this notice shall specify the
default and require the Purchaser to make good the default within twenty one (21) days,
time being of the essence.

7.2 On the failure of the Purchaser to comply with the notice the Vendor may, without
prejudice to its other rights or remedies, rescind this Agreement by notice in writing to the
Purchaser.

7.3 If this Agreement is rescinded by the Vendor in accordance with clause 7.2:

7.3.1 the Vendor shall subject to sub-clause 7.3.2 forfeit and retain for the Vendor’s account
and benefit any payments made by the Purchaser pursuant to Sections 4 and 5 subject
to the amount provided under paragraph 4 of the First Schedule;

7.3.2 the Vendor shall thereupon be at liberty to proceed to negotiate with any other person
to require such other person to purchase the Premises on such terms and conditions as
may be agreed between the Vendor and such new purchaser and in the event that such
other person shall enter into an agreement with the Vendor (hereinafter referred to as
the “New Agreement”) and make all payments due under the New Agreement the
Vendor shall subject to sub-clause 7.3.3 pay to the Purchaser the amount of payments
made on account of the Lease Premium as shall have been paid pursuant to Section 4
(save for the amount specified in paragraph 4 of the First Schedule which shall be
forfeited and retained by the Vendor absolutely) after deduction therefrom of all costs,
charges and expenses incurred by the Vendor and the Vendor’s Advocates in
connection with the negotiation and granting of the rights under the New Agreement
and any other sums which may be lawfully due from the Purchaser to the Vendor
including interest which shall notwithstanding rescission nevertheless continue to be
paid by the Purchaser on the unpaid balance of the Lease Premium at the Agreed Rate
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of Interest from the date of default in payment until all payments due under the New
Agreement shall have been made in full;

7.3.3 if the Vendor shall enter into the New Agreement and incur a loss by reason of
diminution of the Lease Premium payable thereunder the Purchaser shall pay to the
Vendor as damages the amount of the loss together with the expenses incurred by the
Vendor in respect of the New Agreement and together with all other sums payable by
the Purchaser pursuant to the provisions of sub-clause 7.3.2;

7.3.4 if the New Agreement realizes a profit this shall be retained by the Vendor; and

7.3.5 the Vendor shall be entitled to recover by action any amounts found to be due to the
Vendor in the event of there being any deficiency.

8. ADDITIONAL WORKS CARRIED OUT BY THE VENDOR

8.1 The cost of any additional works or modifications to the works which differ in any respect
from those shown on the Approved Documents which the Vendor agrees (in its absolute
discretion) to carry out at the Purchaser’s request shall be paid for by the Purchaser to the
Vendor immediately upon the Vendor agreeing to carrying out the same (provided that
such additional works or modifications are internal to the Premises and shall not to any
extent alter the external façade of the Buildings).

8.2 The cost referred to in clause 8.1 shall include any architects’, quantity surveyors’ and
consultants’ fees relating thereto, value added tax and any sum of money properly claimed
by any building contractor.

8.3 The certificate of the Architect as to the amount of such cost shall be final and binding on
the Purchaser (save in the case of material and manifest error).

9. GENERAL PROVISIONS

9.1 The Purchaser shall fully and effectively (on a full and unqualified indemnity basis)
indemnify the Vendor from and against all losses, costs, claims, demands, expenses,
proceedings and damages arising in any way out of or in connection with any failure by or
on behalf of the Purchaser to observe and perform the provisions and obligations contained
in this Agreement.

9.2 The Premises will be sold with vacant possession by the Vendor as provided herein.

9.3 The benefit of this Agreement is personal to the Purchaser and the Purchaser shall not
assign, charge, underlet, share, part with or dispose of or otherwise in any way whatsoever
dispose of or deal with its interest under this Agreement or any part thereof or any share
therein, without the written consent of the Vendor.

9.4 The Purchaser acknowledges and admits that it has inspected the Approved Documents
and the Drawings as well as the Premises and that it has entered into this Agreement solely
on the basis of that inspection and the terms hereof and not in reliance upon any

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representation whatsoever, whether written oral or implied, made by or on behalf of the
Vendor.

9.5 No damage to or destruction of the Development or the Premises or any part of the
Development or the Premises howsoever occasioned shall in any way affect the obligations
of the parties under this Agreement, provided always that all monies received from the
insurers for such damage or destruction shall be fully applied towards the restoration of
the Development or the Premises (as the case may be) or any part thereof.

9.6 The Purchaser has prior to the execution of this Agreement undertaken its own due
diligence on the Vendor’s title to the Land and the Purchaser therefore irrevocably and
unconditionally agrees that upon execution of this Agreement, the Purchaser shall assume
the right of the Vendor to grant the Lease and shall not require any evidence of or raise any
unreasonable objection, requisition or inquiry in respect of the Vendor’s title to the Land or
the Development.

9.7 The Premises shall be leased subject to the terms and conditions set out or referred to in the
Lease and the Purchaser shall raise no objection, requisition or inquiry in respect of such
terms and conditions.

9.8 No immaterial error or omission or misstatement in this Agreement or in the Approved


Documents shall in any way affect the obligations of the parties under this Agreement or
entitle any party to damages or compensation.

9.9 Notwithstanding the execution of the Lease, this Agreement shall remain in force with
regard to any obligations or restrictions hereunder not provided for in the Lease provided
that the Vendor shall not be liable to the Purchaser for any failure on the part of the Vendor
to observe and perform the obligations contained in this Agreement to carry out and
complete defective works save those in respect of which the Purchaser has given notice to
the Vendor as provided in clause 2.5.

9.10 If any tax in the nature of sales tax shall be chargeable in respect of any moneys payable
under this Agreement or in respect of any supplies made by the Vendor to the Purchaser
(such as value added tax as defined in the value added tax legislation from time to time in
force) the Purchaser shall pay in addition to the amounts otherwise payable the amount of
the tax so chargeable.

9.11 All payments by the Purchaser hereunder or pursuant hereto shall be made without and
free from any set-off, counter-claim or deduction.

9.12 The Vendor’s obligations and duties shall be limited to the contractual obligations and
duties contained in this Agreement and any claim by the Purchaser against the Vendor in
tort is excluded.

9.13 The Vendor shall be under no obligation whatsoever for any consequential loss or damage
suffered by the Purchaser or any third party by reason of any failure by or on behalf of the
Vendor to observe and perform the Vendor’s obligations under this Agreement.

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9.14 This Agreement constitutes the entire agreement between the parties and any
representations, warranties or statements, whether written, oral or implied, and whether
made before or after this Agreement are excluded.

9.15 Prior to expiry of the grant in respect of the Land, the Vendor shall apply for a renewal of
the lease comprised within such grant and, upon, and subject to, such renewal being
granted, the Vendor shall renew or procure the renewal of the Lease on the terms
contained in the Lease but subject to such number of years as may be provided in the
renewal of the title to the Land (save for the premium payable under the Lease and subject
to the Purchaser paying the costs of renewing this Lease) so as to give the Purchaser the
benefit of the renewed term.

9.16 Each of the parties hereby agrees and confirms for the purposes of the Law of Contract Act
(Chapter 23, Laws of Kenya) and the Land Act, 2012 that it, has executed this Agreement
with the intention to bind itself to the contents hereof.

10. LAW SOCIETY OF KENYA CONDITIONS OF SALE


The Sale is subject to the 2015 Edition of the Law Society Conditions of Sale and shall be
deemed incorporated herein in extenso save in so far as the LSK Conditions are not
inconsistent with the provisions of this Agreement and the Land Laws or as are varied
or excluded by the terms of this Agreement.

11. NOTICES

11.1 Any notice or other communication (hereinafter called a “Notice”) given or made under or
in connection with the matters contemplated by this Agreement shall be in writing:

In the case of the Vendor, to:

Address: MITIMOJA INVESTMENTS LIMITED


P.O. Box 27705-00506
Nairobi

In the case of the Purchaser, to: the address specified in paragraph 5 of the First Schedule.

11.2 Any Notice to be given or made by one party to the other shall be deemed made five (5)
Business Days after posting provided that proof is given that the Notice was properly
addressed and put in the post.

12. WARRANTIES
The Vendor warrants, represents and undertakes to the Purchaser that:-

12.1 The Property is not a buffer zone, road reserve or public land and its ownership thereof is
not subject to any challenge whatsoever from the Government of Kenya, any County
Government (including but not limited to Local Authority) or any third party whatever;

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12.2 There is no law or decree or similar enactment binding on him so far as he is aware which
would conflict with or prevent her from entering into or performing and observing the
terms of this Agreement;

12.3 The Vendor is not engaged in nor to best of the Vendor’s knowledge threatened by any
litigation, arbitration or administrative proceedings relating to this Property;

12.4 There is no adverse claim on the Property, dispute regarding ownership boundary,
easements, rights of way or any other such matters;

12.5 The Vendor has not given any right of way, easements or any overriding interest and has
no intention of so doing;

12.6 The Vendor has to the best of its knowledge disclosed to the Purchaser all material
information relating to the Property; and

12.7 The Vendor has not received any notice from government or municipal authority or from
owners of adjoining properties which remain to be complied with.

13. FORCE MAJEURE

13.1 Neither party will be liable in respect of any delay in performing, failure to perform, or
failure to adequately perform any of its obligations hereunder (other than the obligations
of the parties to make payment to each other in accordance with this Agreement) in
consequence of any act, cause or event which (i) was not within the control of the
affected party, (ii) was not caused or precipitated by such party’s negligence, and (iii)
could not have been prevented by the affected party’s reasonable diligence, including
without limitation:

13.1.1 any Act of God;

13.1.2 any war or hostilities (whether war be declared or not);

13.1.3 any sabotage, riots or other act of civil disobedience, civil commotion, rebellion, act
of a public enemy or invasions;

13.1.4 any judicial actions, strikes, lockouts, industrial disputes or actions of any such
nature;

13.1.5 any actions or inactions of any government or any agency or subdivision thereof;

13.1.6 any non-performance of its obligations by any third party contracted with by the
Vendor in connection with its obligations under this Agreement;

13.1.7 any act of terror;

13.1.8 any storms, floods or other inclement weather, earthquakes, subsidence, epidemics
or other natural physical disasters; and

13.1.9 fire, accident, explosion or shortage of labour.


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13.2 Notwithstanding the provisions of clause 12.1, the obligations of the Purchaser to make
payment to the Vendor in accordance with the provisions of this Agreement cannot be
avoided or vitiated by the Purchaser claiming that any of the events or circumstances
referred to in clause 12.1 above have occurred, in relation to the Purchaser.

13.3 The party affected by any of the circumstances referred to in clause 12.1 shall promptly
notify the other party (the “Force Majeure Notice”) when such circumstances cause a
delay in performance, failure in performance or failure in adequate performance and
when they cease so to do. If such circumstances continue for more than twelve (12)
months after the date of the Force Majeure Notice, either party may terminate the
Agreement but without prejudice to any accrued rights either party may have against
the other but subject to agreement, such affected party undertakes to continue with its
performance of obligations under this Agreement immediately the Force Majeure event
ceases. Any payment obligations arising during the subsistence of the Force Majeure
event shall be deemed to be suspended.

14. SALE SUBJECT TO LAW SOCIETY CONDITIONS OF SALE


The sale is subject to the Law Society Conditions of Sale (2015 Edition) and all other
applicable laws in so far as they are not inconsistent with the conditions contained in
this Agreement.
15. EXECUTORY AGREEMENT
This Agreement is an executory agreement only and shall not operate or be deemed to
operate as a lease of the Premises.

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SCHEDULE OF COSTS
Item Cost (K.Shs.)
Stamp Duty – Sub-Lease (4% of Purchase Price or ad TBA
valorem value as determined by the Government Valuer
Legal Fees - As per the ARO Plus VAT @16% 174,000.00
Photocopies, Telephone calls and other sundries 3,800.00
Registration Fees and Disbursements on the Lease 15,000.00
Water Deposit 5,000.00
Electricity Deposit 7,500.00
Management Company charges
10,000.00

Cost of One (1) share in the Management Company 5,000.00

Total 220,300.00

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FIRST SCHEDULE

1. LEASE PREMIUM

1.1. The Lease Premium shall be Kenya Shillings twelve million (K.Shs.12, 000, 000/=) and shall
be paid by the Purchaser to the Vendor or as the Vendor may direct as follows:

1.1.1. the sum of Kenya Shillings one million two hundred thousand (K.Shs.1,200,000/=)
equivalent to ten percent 10% of the purchase price shall be paid on or before the date
of execution hereof by the Purchaser; and

1.1.2. the balance of the Lease Premium being the sum of Kenya Shillings ten million eight
hundred thousand (K.Shs.10,800,000/=) shall be paid within ninety (90) days after
payment of the deposit.

1.2. All payments are payable to:


Mitimoja Investments Limited
Bank: NIC Bank Limited
Branch: NIC House Branch
Account Number: 1000425326

2. TERMINATION OF AGREEMENT

The amount to be forfeited under clause 6.3.2: Kenya Shillings one million two hundred thousand
(K.Shs.1, 200,000/=) representing ten per cent (10%) of the Lease Premium.

3. NOTICES

The Purchaser’s address: Post Office Box Number 27705-00506, Nairobi.

4. INITIAL PROVISIONAL SERVICE CHARGE:

Kenya Shillings five thousand (K.Shs.5,000/=) per month payable in accordance with the
provisions of Clause 4.3 of the Agreement for Lease.

Drawn By:
Sichangi Partners Advocates
Nairobi Office
No: 31/33 Muthithi Road Westlands
P.O. Box 33223- 00600
Nairobi- Kenya
conveyance@sichangi.com
www.sichangi.com
(Ref: CCTT/13435/19/16/C)

THIRD SCHEDULE

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DRAWINGS

APARTMENT PLAN

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