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???????????????(?????)
1 ????1
This development agreement (Agreement) is made at [ ] this [ ] day of [ ] Two Thousand and Fourteen
BY AND BETWEEN
????????????????2014?___?___????
_______, a company incorporated and registered under the provisions of the ______ having its registered office at ______________ hereinafter referred to as the Owner (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the FIRST PART; ______?????_____??????????????????______???????????????????????????????????????????????????????
AND
?
_____________, a company incorporated and registered under the provisions of the _____ having its registered office at XXXX hereinafter referred to as the Developer (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and includes its successors) of the SECOND PART;
______?????_____??????????????????XXX?XX?XXX????????????????????????????????????????????????
The Owner and the Developer are hereinafter collectively referred to as the Parties and individually as a Party. ????????????????????????
WHEREAS:-
???
A. [Devolution of title of the property to be captured];
[?????????]
B. The Owner is seized and possessed of or otherwise well and sufficiently entitled to all that piece or parcel
of land admeasuring an area of 2.5 Acres located in Athi River, Nairobi, Kenya, as more particularly described in the Annexure A hereunder written and as delineated by red colour boundary line on the plan hereto annexed and marked as Annexure B (hereinafter referred to as the said Property); 1AZB Comment: We understand that this agreement is proposed to be executed in and governed by the laws of Kenya. As such, the draft would require to be vetted and confirmed by Kenyan counsel to ensure that the same complies with and in consonance with the laws of Kenya.
AZB?????????????XXX??????XXX?????????????XXX????????????????XXX???
?????????????????????????????????2.5?????XXX???????????????A???????????B????????????????????????
C. The Developer has independently verified and duly satisfied with the title of the Owner to the said Property.
?????????????????????????
D. The Developer has favorable advantages on investment and financing and capability of project development,
operation and management and has represented to the Owner that he has the necessary expertise to undertake/carry out the Project (as defined below) in the manner as set out herein;
?????????????????????????????????????????????????????/??????????????????
E. Pursuant to discussions and negotiations held between the Owner andtheDeveloperthey have agreed to
develop, on the said Property, a project comprising of [an urban complex in Nairobi and a new general office building integrating hotels, offices and apartments]2 on the said Property, together with such amenities and facilities as are commensurate to a project of this nature, and as more particularly set out in Annexure C hereto (Project) for the considerationand in the manner and on the terms and conditions mutually agreed upon by and between the Parties hereto;
????????????????????????????????????? [???????????????????????????????????????]2????????????????????????????C???????????????????????????
F. The Parties are now desirous of recording the terms and conditions mutually agreed upon by and between them
as hereinafter appearing:
?????????????????????????
NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
???????????????-
1. ?????
1.1 ??
2 AZB Comment: Client to confirm
AZB???????
1.1.1. Actual Saleable Area shall have the meaning as ascribed to it under Clause 3.1 below;
????????????3.1????????
1.1.2. Business shall mean and refer to development and construction projects and all other activities incidental
thereto, including but not limited to the Project described herein;
??????????????????????????????????????
1.1.3. Construction Schedule shall have the meaning as ascribed to it under Clause 8.2 below;
??????????8.2????????
1.1.4. Development Rights shall have the meaning as ascribed to it under Clause 2 below;
?????????2????????
1.1.5. Force Majeure shall have the meaning as ascribed to it under Clause 9 below;
??????????9????????
1.1.6. FSI shall stand for Floor Space Index;
FSI????????
1.1.7. Gross Sale Proceeds3 shall mean and refer to the total sum agreed by the Developer under any contract for
the sale of any unit / premises in the Project to a third party, but shall not include the following:
??????????????????/?????????????????????????????
(i) All deposits collected from the prospective purchasers for payments to be made to the concerned
government, quasi-government bodies and local authorities;
?????????????????????????????????
(ii) Any deposit collected from the purchasers for payment to the relevant authority for availing
electricity;
??????????????????????????
(iii) All deposits collected from the prospective purchasers for payment to be made in respect of society
formation, legal expense towards share money, corpus fund, maintenance deposit and / or monthly
maintenance charges;
????????????????????????????????/????????
???????
(iv) Funds collected from the prospective purchasers towards various facilities such as gas pipeline, solar
system, cable TV, broadband facilities, security systems, club house membership charges, charges
for extra work / facilities if provided in the unit etc. which may be provided in the Project;
????????????????????????????????????????
?????????????????????????/?????????????
The amount collected from the purchasers for payment of stamp duty, registration fees and other
incidental and other allied costs and expenses payable on agreements, deeds, documents and
instruments, writings which are collected and recovered from the prospective purchasers; and(v) (vi)
3AZB Comment: Definition to be mutually agreed between the Parties
AZB??????????
????????????????????????????????????????
???????????????????
(vii) The amounts collected towards payment of service tax, value added tax, or any such levy and / or
towards any other taxes to be made under any concerned statute which will be made applicable from
time to time by the Central and / or State Governments or any local authority.
????????????????/????????????????????????
???????/?????????????
1.1.8. Master Plan shall have the meaning as ascribed to it under Clause 8.1 below;
??????????8.1????????
1.1.9. Minimum Saleable Area shall have the meaning as ascribed to it under Clause 3.1 below;
????????????3.1????????
1.1.10. Project shall have the meaning as ascribed to it under Recital E above;
?????????E????????
1.1.11. said Property shall have the meaning as ascribed to it under Recital B above; and
???????????B?????????
1.1.12. Territory shall mean include the countries of Nairobi, [ ] and [ ]4.
?????????[ ]?[ ]4???
1.2 ??
1.2.1 Headings are used for convenience only and shall not affect the interpretation of this Agreement.
???????????????????
1.2.2 unless inconsistent with the context or meaning thereof, reference to the singular includes a reference to the
plural and vice versa, and reference to any gender includes a reference to all other genders.
??????????????????????????????????????????????
1.2.3 the words hereof, herein and hereunder and words of similar import, when used generally in this
Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.
??????????????????????????????????????????????????? In this Agreement:?????
4AZB Comment: Client to confirm the countries to be captured and included in the definition of ?Territory?, for the purposes of the exclusivity provision covered under Clause 17 below.
AZB??????????17????????????????????????
1.2.4 where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall
have the corresponding meanings.
???????????????????????????????????
1.2.5 any reference to ?writing? includes printing, typing, lithography and other means of reproducing words in
visible form.
??????????????????????????????????
1.2.6 in construing this Agreement, references to Recitals, Articles, Sections, Clauses, Annexures or Schedules are
references to Recitals, Sections, Clauses, Articles, Annexures or Schedules of and to this Agreement.
???????????????????????????????????????????????
1.2.7 reference to any legislation or law or to any provision thereof shall include references to any such law as it may,
after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to statutory provision shall include any subordinate legislation rules and regulations framed there under from time to time under that provision and include any statutes and rules or regulations made or guidelines issued there under, and any other rules, regulations, guidelines, policy statements, orders or judgments having the force of law.
???????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????
1.2.8 reference to the word include shall be construed without limitation.
?????????????
2. ?????
The Owner hereby grants to the Developer and the Developer hereby accepts from the Owner all such rights and authority as are required to develop the Project on the said Property (Development Rights), strictly in accordance with the terms and conditions contained in this Agreement.
????????????????????????????????????????????????????????
3. ??????????????
3.1 The Developer represents that it shall, at its own cost and expenses, obtain all necessary permissions, approvals
and sanctions from the relevant authorities for the development of at least [?] square feet of area on the said
???????????????(???)
1 ????1
This development agreement (Agreement) is made at [ ] this [ ] day of [ ] Two Thousand and Fourteen
BY AND BETWEEN
????????????????2014?___?___????
_______, a company incorporated and registered under the provisions of the ______ having its registered office at ______________ hereinafter referred to as the Owner (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns) of the FIRST PART; ______?????_____??????????????????______???????????????????????????????????????????????????????
AND
?
_____________, a company incorporated and registered under the provisions of the _____ having its registered office at XXXX hereinafter referred to as the Developer (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and includes its successors) of the SECOND PART;
______?????_____??????????????????XXX?XX?XXX????????????????????????????????????????????????
The Owner and the Developer are hereinafter collectively referred to as the Parties and individually as a Party. ????????????????????????
WHEREAS:-
???
A. [Devolution of title of the property to be captured];
[?????????]
B. The Owner is seized and possessed of or otherwise well and sufficiently entitled to all that piece or parcel
of land admeasuring an area of 2.5 Acres located in Athi River, Nairobi, Kenya, as more particularly described in the Annexure A hereunder written and as delineated by red colour boundary line on the plan hereto annexed and marked as Annexure B (hereinafter referred to as the said Property); 1AZB Comment: We understand that this agreement is proposed to be executed in and governed by the laws of Kenya. As such, the draft would require to be vetted and confirmed by Kenyan counsel to ensure that the same complies with and in consonance with the laws of Kenya.
AZB?????????????XXX??????XXX?????????????XXX????????????????XXX???
?????????????????????????????????2.5?????XXX???????????????A???????????B????????????????????????
C. The Developer has independently verified and duly satisfied with the title of the Owner to the said Property.
?????????????????????????
D. The Developer has favorable advantages on investment and financing and capability of project development,
operation and management and has represented to the Owner that he has the necessary expertise to undertake/carry out the Project (as defined below) in the manner as set out herein;
?????????????????????????????????????????????????????/??????????????????
E. Pursuant to discussions and negotiations held between the Owner andtheDeveloperthey have agreed to
develop, on the said Property, a project comprising of [an urban complex in Nairobi and a new general office building integrating hotels, offices and apartments]2 on the said Property, together with such amenities and facilities as are commensurate to a project of this nature, and as more particularly set out in Annexure C hereto (Project) for the considerationand in the manner and on the terms and conditions mutually agreed upon by and between the Parties hereto;
????????????????????????????????????? [???????????????????????????????????????]2????????????????????????????C???????????????????????????
F. The Parties are now desirous of recording the terms and conditions mutually agreed upon by and between them
as hereinafter appearing:
?????????????????????????
NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-
???????????????-
1. ?????
1.1 ??
2 AZB Comment: Client to confirm
AZB???????
1.1.1. Actual Saleable Area shall have the meaning as ascribed to it under Clause 3.1 below;
????????????3.1????????
1.1.2. Business shall mean and refer to development and construction projects and all other activities incidental
thereto, including but not limited to the Project described herein;
??????????????????????????????????????
1.1.3. Construction Schedule shall have the meaning as ascribed to it under Clause 8.2 below;
??????????8.2????????
1.1.4. Development Rights shall have the meaning as ascribed to it under Clause 2 below;
?????????2????????
1.1.5. Force Majeure shall have the meaning as ascribed to it under Clause 9 below;
??????????9????????
1.1.6. FSI shall stand for Floor Space Index;
FSI????????
1.1.7. Gross Sale Proceeds3 shall mean and refer to the total sum agreed by the Developer under any contract for
the sale of any unit / premises in the Project to a third party, but shall not include the following:
??????????????????/?????????????????????????????
(i) All deposits collected from the prospective purchasers for payments to be made to the concerned
government, quasi-government bodies and local authorities;
?????????????????????????????????
(ii) Any deposit collected from the purchasers for payment to the relevant authority for availing
electricity;
??????????????????????????
(iii) All deposits collected from the prospective purchasers for payment to be made in respect of society
formation, legal expense towards share money, corpus fund, maintenance deposit and / or monthly
maintenance charges;
????????????????????????????????/????????
???????
(iv) Funds collected from the prospective purchasers towards various facilities such as gas pipeline, solar
system, cable TV, broadband facilities, security systems, club house membership charges, charges
for extra work / facilities if provided in the unit etc. which may be provided in the Project;
????????????????????????????????????????
?????????????????????????/?????????????
The amount collected from the purchasers for payment of stamp duty, registration fees and other
incidental and other allied costs and expenses payable on agreements, deeds, documents and
instruments, writings which are collected and recovered from the prospective purchasers; and(v) (vi)
3AZB Comment: Definition to be mutually agreed between the Parties
AZB??????????
??????????
???????
??:__________
???__________
???????????????????????????????????????????????????
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????:__________
??:__________
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1.????????__________??????????__________??????????????
2.?????????__________?????????__________?
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?1???__________???????__________????????__________??
?2???__________???????__________????????__________??
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1.__________??????__________?????????
2.??????????????????__________?????__________?????????????
3.??????????__________????????????????????????????????????????????????????????????????????????????
4.????????????__________????__________????????
__________??????__________???????__________??????__________??????__________???
??? ????
????????????????????__________??????????
?1????????__________???__________??__________???????__________%?????__________?????__________???
?2????????__________???__________??__________???????__________%?????__________?????__________???
??? ??????
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2.????????????????????????????
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2.???????????????????????????????????
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1.?????????__________?????????????????????
?????????????????????__________????????
__________????
2.????????????????????????????????????????????????????????????????????????????
???? ????
1.??????:__________
2.????:__________
3.????:__________
4.????:__________
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1.??????__________??????
2.__________??????__________????????????__________????????????__________?????????????????????
3.__________???__________????????????????????
__________????????__________?????????????????
???? ????????:__________
???? ????:__________
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1.????????????????????????????????
2.??????????????????__________???????????
3.????????????????????????????????????????????????????????????????????
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1.????????????????????????????????
2.??????????????????__________???????????
3.????????????????????????????????????????????????????????????????????
???? ??
?????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????__________??
???? ??
1.???????????????????????????????????????????????????????__________(??????????????????????????????????????????
2.????????:__________?
3.???????????????????__________??????????????????????????????????
???? ?????
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__________????????????????????????????????????????????????????????????????????????
???? ?????
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???? ?????
1.???????????????????????
2.???????????????????????????????????????????????????????
?1???__________????????
?2???????????
????? ????
1.????????????????????????????????????????????????????????????????
2.??????????????????????????????????????????????????????????????????? ??????????????????????????????????????????????????????????????????????????????????????????????????????????
3.??????????????????????????????????????????????????????????????????????????????????????????????????????????????? ???????????????????????????????????????????????????????????
4.???????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????????
????? ?????
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????? ?????
1.??????????????????????????????????????????
2.????______???_____?_____?_____??_____?_____?_____??
3.???????_____??????_____???????????
????????,??????????
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发表于 2019-9-13 23:46:11