AGREEMENT FOR SALE
BETWEEN
A FOUR ARCHITECT
(as the “Vendor”)
AND
(as the “Purchaser”)
Relating to the sale and purchase of
Room Number (one) erected on Land Reference Number ……………….
THIS AGREEMENT is made the day of Two Thousand and Fourteen
BETWEEN:
(1) A FOUR ARCHITECT a limited liability company incorporated pursuant to the provisions of the Companies Act, Chapter 486 of the Laws of the Republic of Kenya and of Post Office Box Number 104433-00101 Nairobi in the said Republic (hereinafter referred to as the ”Vendor” which expression shall include its successors and assigns) of the one; AND
(2) ……………………of Post Office Box Number ………………………… Nairobi (hereinafter and severally referred to as the “Purchaser” which expression shall where the context so admits include his personal representatives and assigns) of the other part.
WHEREAS:
A The Vendor is registered as proprietor of the freehold interest in the Land (hereinafter. described) together with the buildings and improvements erected and being, erected thereon,
B The Vendor is currently in the process of erecting and completing a development project on the Land consisting of Fifty (50) residential rooms together with pathways, driveways and other usual amenities (hereinafter referred to as “the Estate”) in accordance with the approved Building Plans which are available for inspection at the Vendor’s site offices.
C The Vendor will sell and the Purchaser will purchase one such room known as room Number ONE (1) which comprises part of the Estate; for the Purchase Price subject to the terms and conditions hereinafter provided.
D The transfer of the Property from the Vendor to the Purchaser is in consideration of the payment of the Purchase Price and shall be by way of the Lease.
E The Vendor has incorporated a management company called A FOUR ARCHITECT LTD (hereinafter called the “Management Company”) to manage the Estate .The company shall have 50 ordinary shares, and each purchaser of a room in the Estate shall simultaneously with his/her/its purchase of the room be allotted One (1) ordinary shares in the Management Company. The authorised share capital of the Management Company is Kenya Shillings One Hundred Thousand (Kshs. 100,000/=) with a value of Kes (100) Kenya Shillings each. All the shares in the Management Company shall be allotted to the Purchasers of the Rooms on the Property.
F Upon the registration of the Lease of the Property the Purchaser shall hold One (1) Share in the Management Company subject to the Memorandum and Articles of Association of the Management Company and the terms hereof.
IT IS HEREBY AGREED as follows:
1. DEFINITIONS:
“Balance” means the sum of Five hundred thousand (KShs. 500,000) to be paid by the Purchaser on or before the Completion Date to the Vendor’s Advocates in accordance with this Agreement;
“Board” means the board of directors of the Management Company;
“Buildings” means the buildings and improvements constructed and erected by the Vendor on the Land in accordance with the Building Plans;
“Completion Date” means Twenty Four (24) months from the date hereof or if beforehand thirty (30) days from when the Vendor’s Architect issues a Certificate of Practical Completion.
“Deposit” means the sum of Kenya Shillings Seven hundred Thousand (KShs. 700,000.00) paid by the Purchaser to the Vendor on or before the execution of this Agreement;
“Developments” means the infrastructure and other improvements erected or to be erected by the Vendor on or for the benefit of the Property in accordance with the terms hereof;
“Disbursements” means the costs and expenses listed in the Schedule of this Agreement to be paid by the Purchaser;
“Estate” means all the infrastructure, amenities, buildings, and improvements constructed on the Land and Property in accordance with the Building Plans;
“Land” means ALL THAT parcel of land situate in the …..Area of the Republic of Kenya containing by measurement …… of an acre or thereabouts being Land Reference Number ….. , registered under Registered titles Act, CAP 281.
“Lease” means the lease to be granted by the Vendor to the Purchaser for the residue of the term of ….. years from the 1st day of ………. at the annual rent of a peppercorn (if demanded), plus the payment of the Service Charge (as defined in the Lease), a copy of which is available from the Vendors Advocates;
“Management Company” means the limited liability company incorporated in the Republic of Kenya in which the Purchaser will own Two (2) ordinary shares;
“Property” means room Number 1 as the same is shaded red on the Plan;
“Purchase Price means the sum of Kenya Shillings One Million,two hundred shillings only(KShs. 1,200,000.00);
“Purchaser’s Advocates” means xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
”Vendor’s Advocates” means ……………… & Company Advocates, ………………, P.O. Box …………………….. Nairobi;
1.2 All references in this Agreement to a statutory provision shall be constructed as including references to:
1.2.1 All statutory instruments or orders made pursuant to a statutory provision; and
1.2.2 Any statutory provisions of which a statutory provision is a consolidation, re-enactment or modification.
1.3 Clause headings in this Agreement are for ease of reference only and do not affect the construction of any provision herein.
2. PURCHASE PRICE
2.1 The Purchase Price shall be paid by the Purchaser as follows:
2.1.1 On or before the execution of this Agreement the Purchaser shall pay the Purchase price in full to the A FOUR ARCHITECT account .
2.2 The Purchaser understands that some aspects of the infrastructure for the overall project will be completed at the end of the whole development.
3. SALE OF PROPERTY
3.1 The-interest sold in the Property is leasehold;
3.2 The sale of the Property is subject to the Law Society Conditions of Sale (1989
Edition) in so far as they are not inconsistent with the conditions hereof;
3.3 The said Property is sold with vacant possession on Completion.
3.4 The Purchaser shall not be entitled to vacant possession of the Property until he has paid the Purchase Price and all other outgoings including the interest (if any) together with the costs as set out in Special Condition 1 below and the Schedule hereto having been paid in full by the Purchaser .
3.4. The property is sold subject to:
3.4.1 The covenants, terms, conditions, stipulations, restrictions and rights as provided and reserved in the Lease;
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3.4.2 All subsisting easements, quasi-easements and rights of way (if any);
3.4.3 Any provisional liability or assessment for road or sewerage charges;
BUT otherwise free from encumbrances.
4. GRANT OF LEASE
4.1 The transfer of the Property shall be by way of the grant of the Lease from the
Vendor to the Purchaser in consideration of the payment of the Purchase Price in full as provided herein;
4.2 The stamping and registration of the Lease shall be conducted by the Vendor’s
Advocates but at the Purchaser’s cost and such stamping and registration shall only take place after the Purchaser has made all the required payments as, provided for in this Agreement and the Schedule hereto and/or upon receipt of a suitable professional undertaking in a form acceptable to the Vendor’s Advocates, from the Purchaser’s Financier’s Advocates for the payment of the Balance Within fourteen (14) days of the registration of the Lease in favour of the Purchaser and the Charge in favour of the Purchaser’s Financier.
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5. DEVELOPMENT BY THE VENDOR
5.1 The Vendor will undertake the Developments and construction of the Buildings as more particularly detailed in the plans available at A four architect offices at Karen Road, for inspection by the Purchaser and the Purchaser shall be deemed to have approved and accepted the same prior to the execution of this Agreement. The Vendor hereby covenants and undertakes to complete the works and finishes on the said Property in accordance with good workmanship;
5.2 The Vendor shall not be liable for any damages, loss, costs or expenses,
whatsoever or howsoever incurred or suffered by the Purchaser by reason of any defects or other faults which shall appear or occur on the Property after six (6) months from the date of the Purchaser taking possession notwithstanding that the Property and the Buildings in the Estate are newly built by the Vendor. Any defects or defaults arising and which have been notified in writing to the Vendor within the period aforesaid shall be rectified by the Vendor at no cost to the Purchaser save if such defect or default is caused by any act or omission of the Purchaser. It is hereby agreed and understood that if the Vendor shall not have, completed the rectification of the said defects or faults to the reasonable satisfaction of the purchasers architects within a reasonable time after receiving a schedule of defects certified by the said architect and delivered to the Vendor then the Purchaser shall be at liberty to rectify the defects himself using the services of workmen approved by the Vendor, and the Vendor shall forthwith on demand reimburse to the Purchaser all costs of rectifying aforesaid defects or faults.
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6. MANAGEMENT COMPANY
6.1 The Estate shall be managed in accordance with the rules and regulations promulgated from time to time by the Board and the Memorandum and Articles of Association of the relevant management company (“the Management Company”).
6.2 The Purchaser shall be entitled to One (1) shares in the Management Company upon the registration of the Lease in favour of the Purchaser.
6.3 The Purchaser shall be entitled to (subject to election by the shareholders) be appointed as director of the Board and to remain as such for as long as the Purchaser continues to own the Property. The Secretary of the Management Company shall with in liaison with the Vendor’s Advocates procure the filing of the requisite Form 203A appointing the Purchaser as a director.
6.4 In the event the Purchaser shall be more than one person, then the Purchaser shall be entitled to nominate one of them to be appointed a director of the Management Company.
6.5 The Board shall at all times be comprised of the Purchaser and the other owners of the rooms in the Estate.
6.6. The Purchaser hereby undertakes and covenants that in the event that the Purchaser shall hereafter sell the Property, such sale shall always be subject to the Purchaser also transferring the Purchaser’s One (1) shares in the Management Company to the new purchaser of the Property.
7. REVERSIONARY INTEREST
7.1 The parties agree that the Vendor will transfer the reversion expectant upon and to the Land to the Management Company within Ninety (90) days of the last of the leases being registered to the respective Purchaser of rooms in the Estate.
7.2 The Vendor hereby covenants with the Purchaser that it shall do all things required and necessary to ensure the reversionary interest is transferred to the Management Company within the said period .
8. ENTIRE UNDERSTANDING
8.1 This Agreement embodies the entire understanding of the parties and there are no other arrangements between the parties relating to the subject matter of this Agreement.
8.2 No amendments or modification of this Agreement shall be valid or binding on ¬any party unless the same:
(a) is made in writing;
(b) refers expressly to this Agreement; and
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(c) is signed by the party concerned or its or his duly authorised representative.
8.3 Upon registration of the Lease if there shall be any inconsistency between the provisions of this Agreement and the provisions of the Lease, the provisions of the Lease shall prevail.
9. EXECUTORY AGREEMENT
9.1 This Agreement is an executory agreement only and shall not operate nor be deemed to operate as a Lease of the Premises.
9.2 The Purchaser shall not be entitled to occupation or possession of the Premises until the entire Purchase Price has been paid.
SPECIAL CONDITIONS
1. The Purchaser shall execute the Lease for the Property and shall pay all costs related to the completion of a valuation for the Property by the Government Chief Land Valuer and the Disbursements contained in the Schedule hereto within seven (7) days of the Vendor’s Advocates requiring the same and the Vendor’s Advocates shall thereafter arrange for the stamping and registration of the same at the Lands Office in accordance with the provisions herein.
2. The Purchaser shall bear the following costs:
a) Legal Fees for the preparation of the Lease;
b) Copying and binding charges;
c) Postage and incidentals;
d) VAT on legal fees @ 16% .
e) Stamp Duty on the Lease at the rate of 4%;
f) Registration Fees;
g) Purchaser’s Costs and/or Proportionate Share of the Costs for¬
i. Incorporation of the Management Company:
ii. Three(3) Months Deposit on Service Charge:
iii. Deposit for Water & Electricity:
3. Rents, rates, and outgoings shall be apportioned as between the parties from the date of execution of the Lease.
4. If for any cause whatsoever other than non-completion caused by the default of the Vendor the transaction shall not complete on the Completion Date:
4.1 The Vendor shall be entitled to serve a Notice in writing upon the Purchaser to complete this transaction within fourteen (14) days from the date upon which such notice is served on the Purchaser. If the Purchaser shall fail to complete this transaction before the expiry of the said notice then the Vendor shall be entitled at its sole discretion either:
(a) to extend the time for completion; or
(b) to rescind this Agreement upon giving seven (7) days notice in writing in that behalf to the Purchaser.
4.2 In the event the Vendor shall extend the time for payment the Purchaser shall pay the Vendor interest on any moneys due under this Agreement remaining unpaid at the rate specified herein computed from the date such payment is due until the date of payment in full both days inclusive. For the avoidance of doubt the Purchaser hereby agrees that such interest shall automatically start accruing immediately at the rate of 2% per month on any payment which is due and is not paid on the due date.
4.3 In the event the Vendor shall rescind this Agreement as aforesaid then the Deposit shall be forfeited by the Purchaser to the Vendor as agreed liquidated damages and the other payments (if any) paid by the Purchaser to the Vendor less a further amount for the fees of the Vendor’s Advocates which shall be payable by the Purchaser for such failed transaction shall be returned to the Purchaser without interest thereon and this Agreement shall then absolutely determine.
5. In the event that completion of the Property is delayed for any reason beyond the Completion Date, this Agreement shall continue in force until actual completion can take place and the Vendor shall not be liable for any loss or damage suffered to the Purchaser as a result of such delay.
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6. The Purchaser hereby acknowledges that the documents relating to this transaction prepared by the Vendor’s Advocates are standard documents to be executed also by all Purchaser of the other Rooms and the Purchaser accept them as they are.
7. Time shall be deemed to be of the essence for all purposes of this Agreement.
8. Notwithstanding the sale of the Property and the transfer of the Shares in the Management Company and the registration of the Lease in favor of the Purchase this Agreement shall continue to remain in force until all the parties’ obligations have been performed and the transactions envisaged herein are fully completed.
9. If any term or condition of this agreement shall to any extent be found or held to be invalid or unenforceable, the parties shall negotiate in good faith to amend such term or condition of this agreement so as to be valid and enforceable.
10. If any term or condition of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected and each other term and condition shall be valid and enforceable to the fullest extend permitted by law
11. Risk for the Property shall pass to the Purchaser on the date of handover of the same to the Purchaser by the Vendor.
12. If any dispute, difference or questions shall arise whether during the continuance of this Agreement or upon or after its determination between the parties hereto touching or concerning this Agreement or as to any other matter in any way connected with or arising out of or in relation to the subject matter of this Agreement such dispute, difference or question whatsoever shall be referred to an arbitrator under the rules of the Arbitration Act 1995 of Kenya or any statutory modification or re-enactment for the time being in force, such arbitrator to be appointed by agreement of both parties and in the absence of agreement within fourteen (14) days of the notification of the dispute by either party to the other then on the application of anyone party by the Chairman of the Chartered Institute of Arbitrators (Kenya Branch) and the decision of such arbitrator shall be final and binding on the parties hereto.
13. This Agreement shall be governed by the Laws of Kenya.
IN WITNESS WHEREOF the parties hereto have hereunto set their respective hands the day and year first hereinbefore written:
SEALED with the COMMON SEAL of )
A FOUR ARCHITECT LTD )
as Vendor )
in the presence of:
)
)
Director )
)
)
)
)
Director/Secretary )
)
I CERTIFY that I was present and saw the Directors of the Vendor affix the Common Seal to this Agreement.
ADVOCATE
SIGNED by )
)
Purchaser
)
in the presence of: )
)
)
)
Advocate )
I CERTIFY that I was present and saw ………………………………..duly sign this Agreement.
Name of Advocate: ______________________________
Address: _________________________________
Signature: _________________________________
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