Form LRA 64 (r.77 (1))
REPUBLIC OF KENYA
THE LAND REGISTRATION ACT
THE LAND REGISTRATION (GENERAL) REGULATIONS, 2017
Date Received Presentation Book Official Fees Paid
LEASE (Long Term)
Date of Lease
COMPANY X, a limited liability company incorporated in the Republic of Kenya under Registration Number CPR/2013/95254. of Post Office Box Number XXXX, Nairobi (hereinafter referred to as the “Lessor” which expression shall where the context so requires include its successors in title and permitted assigns)
MR Y of Post Office Box Number XXX Nairobi aforesaid (hereinafter called “the Lessee”) which expression shall where the context so admits include their respective personal representatives and assigns) of the third part.
Apartment Number 6A on 6th Floor being a three (3) bed-roomed Apartment, erected on Property Land Reference Number XXX (Original Number XXX) and measuring a plinth area of 2,433 square feet or thereabouts (hereinafter referred to as the “Apartment”)
The Floor Plan of the Apartment is registered in the Registry of Documents at Nairobi in Volume XXX.
Fifty (50) years from the 1st day of February, Two Thousand and Two (less the last Seven (7) days thereof)
Kenya Shillings Sixteen Million (Kshs.16, 000,000/=)
Kenya Shillings Twelve Thousand (Kshs.12,000/=) per month or as enhanced by the Management Company.
XXX a Public Company limited by shares incorporated in the said Republic under Registration Number XXX having its registered office in Nairobi in the said Republic and of Post Office Box Number XXX, Nairobi (hereinafter called “the Manager”) which expression shall where the context so admits include its successors in title and assigns)
Cadastral Plan of the Demised Premises(where applicable)
Sectional Plan of the Demised Premises
The site plan showing the Estate is registered in the Registry of Documents at Nairobi in Volume XXX (the “Plan”).
THIS LEASE witnesses as follows:
The Lessor as legal and or beneficial owner of the above noted Title HEREBY LEASES to the Lessee the Demised Premises for the Term subject to the payment of the Rent and the Service Charge and subject to the conditions set out in this Lease.
A. The Lessor is registered as proprietor as Lessee from the Government of the Republic of Kenya of ALL THAT piece of land situate in the City of Nairobi in the Nairobi Area containing by measurement Nought Decimal One Seven Five Two (0.1752) of a hectare or thereabouts and being Land Reference number XXX (Original Number XXX) which said piece of land with the dimensions and abuttals and boundaries thereof is delineated on the plan annexed to the Certificate of Title No. IR. XXX and registered as IR no. XXX and more particularly on Land Survey Plan Number XXX deposited in the Survey Records Office at Nairobi TO HOLD for a term of Fifty (50) years from the First day of February, Two Thousand and Two SUBJECT however to the payment i of the annual rent of Kenya Shillings Sixty Six Thousand, Two Hundred and Eighty Five (Kshs. 66,285/-) only (REVISABLE) and to the Act(s) special conditions, Encumbrances and other matters specified in the Memorandum of the said Certificate of Title (hereinafter referred to as “the Property or Land”).
i) The Lessor has caused to be erected on the said Property certain residential apartments/units (“the Apartments/Units’), known as the XXX consisting inter alia of Fifty Eight (58) Residential units being Forty Two (42) 3 Bedroomed Apartments, Twelve (12) 4 Bedroomed (duplex) Apartments and Four (4) Pent Houses.
ii) The site plan showing the Estate is registered in the Registry of Documents at Nairobi in Volume XXX (the “Plan”).
C The said piece of land namely Land Reference Number XXX(original XXX) together with the said Fifty Eight (58) apartments and other improvements erected on the said piece of land are hereinafter called “the XXX” or “the Estate” which shall be a private residential estate.
D.THE FOLLOWING AMENITIES FORM PART OF THE ESTATE:-
-Swimming Pool and Pool deck
-Landscaped Gardens and Children’s Play Ground
-Solar Water Heating & lighting Systems
-High speed Lifts
-Full backup Generator
-Water storage tanks
-2 parking spaces for 3&4 bedroomed apartments (unless agreed otherwise between the parties)
-3 parking spaces (for penthouses)
-Visitors parking within the compound
-Rooftop entertainment area
-Well equipped gymnasium
The Manager has been incorporated for the purpose of managing the XXX and the Lessee/s of each Unit (by virtue of Long Term Leases ) in the Estate will simultaneously with the execution of the Lease for each Unit sold apply for a share in the Manager for membership in the Manager which membership (being one share per Unit) will only be issued by the Manager when the long term leases for all the Fifty Eight (58) Units in the Estate are registered and such membership when issued shall remain as an inseparable portion of this Lease. The Lessee of each Apartment and/or Penthouse shall be entitled to one Share in the Manager who shall issue the Share against payment of the full Purchase Price of the Apartment or the Penthouse as the case may be and the registration of the relevant Lease.
F. The Manager shall have control over the Retained Parts (hereinafter defined) of the Estate for the proper management of the Estate.
G. The Lessor has previously granted leases of or intends hereafter to grant leases of Apartments in the Estate other than the premises hereby leased forming part of the estate hereinbefore described. The Lessor and the Manager have and shall in every lease impose the covenants, conditions and restrictions hereafter set forth to the intent that any lessee/s for the time being of any Apartment in the Estate may be able to enforce the observance of the said covenants conditions and restrictions by the occupiers/s or Lessee/s for the time being of the said such other Apartment.
G. The Lessor has agreed with the Lessee for the grant to the Lessee of a Lease of the Apartment hereinafter described for the consideration stated herein and on the terms and conditions hereinafter appearing.
NOW THIS DEED WITNESSES as follows:
1.1 The "Apartment" :
“Apartment” means a three (3) bed-roomed Apartment and measuring a plinth area of 2,433 square feet or thereabouts and being Apartment Number 6A on the 6th floor erected on Land Reference Number XXX which expression includes all, the floor and ceiling finishes of the floor slabs and ceiling slabs that bound the Apartment, the inner half served medially of the internal non-load bearing walls that divide the Apartment from the adjoining Apartments in the Estate or from the common areas, the doors and windows and door and window frames of the Apartment, all additions and improvements to the Apartment other than Lessees movables and all pipes that are in or on and that exclusively serve the Apartment and two (2) parking spaces whereby 2 are in Parking 3 registered as Vol XXX. Unless agreed otherwise.
1.2 "Service Charge" Kenya Shillings Twelve Thousand (Kshs.12,000/=) per month or as enhanced by the Manager.
1.3 "Permitted User" : a private residential Apartment.
1.4 “Pipes” : means all pipes sewers drains mains ducts conduits gutters watercourses wires cables channels flues and all other conducting media and includes any fixings and any other ancillary apparatus.
1.5 "Lease Premium" : Kenya Shillings Sixteen Million Only (Kshs.16,000,000/=)
1.6 ‘Commencement Date" : means the Completion Date as per the terms of the Agreement of Sale.
For purposes of this Lease the terms:-
2.1 "Charges" means the rent of one peppercorn (if demanded) plus (ii) the Service Charge.
2.2 "Common Parts" means any pedestrian ways, concourses, entrance, halls, landings and circulation areas, staircases, high speed lifts, passages, ramps, service roads, parking areas (including the underground parking area), gardens and swimming pools, the recreation area, gymnasium and other amenities and facilities, forecourts and other ways and areas in, on and round the buildings and the land (if the same does exist) (excluding the apartments) which are from time to time during the term provided by the Lessor for common use by the lessees of all the Apartments or other occupiers at the buildings or persons expressly or by implication authorised by them including areas accessible to permitted visitors.
2.3 “term” means the unexpired term of Fifty (50) years from the First day of February Two Thousand and Two less the last seven (7) days thereof.
2.4 “The XXX " means the Land and shall include:
2.4.1 the Fifty Eight Units consisting of 42 three (3) bedroomed Units, 12 Four (4) bedroomed Units and Four(4) Pent houses thereon; and
2.4.2 Retained and common Parts.
2.7 "Outstanding Provisions" means all (if any) provisions of the Sale Agreement which at the date of this Lease remain to be performed or observed.
2.8 The "Plan" means the means the registered site plan of Estate on the Land on which the Apartments are demarcated for identification purposes only and which is Registered at the Registry of Documents in Nairobi in Volume XXX
2.9 The "Planning Acts" means the Physical Planning Act (Cap. 286) and the Local Authority Building by-laws or orders and all statutes regulations and orders included by virtue of clause 3.11.
2.10 "Retained Parts" means all the parts of The XXX not let or constructed or adapted for leasing or sale including (but without prejudice to the generality of the above):
2.10.1 all Common Parts including the swimming pool and changing rooms e.t.c;
2.10.2 any offices for the exclusive use of the Manager, accommodation and changing facility and conveniences (if any) for staff and stores;
2.10.3 any central control station for any security system operating throughout the XXX;
2.10.4 any public lavatory or lavatories provided for the benefit of persons using the XXX generally;
2.10.5 any staff rooms storage premises and yards used in connection with the provisions of services for the XXX;
2.10.6 all pipes equipment and apparatus used in the XXX (except such as are within and solely serve an individual Apartment which is let or constructed or adapted for letting);
2.10.7 the plant room, transformer room (if any) ducts walkways channels and other areas in the Apartment or which contain the items described in clause 2.10.6;
2.10.8 all service installation, equipment and apparatus used at the XXX excepting those installations which are within and solely serve an apartment;
2.10.9 borehole situate on the Land for provision of water to the residences at the XXX;
2.10.10the security guard’s post;
2.10.11the dustbin cubicle;
2.10.13a generator room housing standby generators used to supply power to residences at the XXX;
2.10.14all walls, fences (including the boundary wall with electric fence and razor wire) and other such structures surrounding or on the Land (or any part of the Land);
2.10.15such parts of the main structure walls foundations and roofs and all parts of the buildings that are not included in the Apartment and that would not be included in the premises demised by the Leases of all the other Apartments if let on the same terms as this Lease;
2.11 "Surveyor" means any person or firm appointed by the Manager to perform any of the functions of the Surveyor under this Lease (including an employee of the Manager and including also the person or firm appointed by the Manager to collect the Charges).
3.1 The expression “the Lessor”, “the Manager” and “the Lessees” shall also include persons deriving title under or through the Lessor, the Manager or the Lessees respectively.
3.2 In this Lease the expression him or his with reference to the Lessees shall apply to the Lessees whether or not the Lease is to be granted in favour of a company or a person in the singular or plural or of feminine masculine or neutral gender. And in case of more than one Lessee the obligations hereunder of the Lessees shall be joint and several
3.3 Where the Lessee are two or more persons obligations expressed or implied to be made by or with such party are deemed to be made by or with such persons jointly and severally.
3.4 Words importing the singular number shall also include the plural number and vice versa and where there are two or more persons included in the expression “the Lessor or “the Lessees” or “the Manager” (as the case may be) covenants and agreements expressed to be made by the Lessor or the Lessees or the Manager (as the case may be) shall be deemed to be made by such persons jointly and severally.
3.5 The expression the "Term" includes the Term and any period of holding-over or extension or continuance of the Term whether by statute or common law.
3.6 References to the "last year of the Term" include the last year of the Term if the Term shall determine otherwise than by effluxion of time and references to the "expiration of the Term" include such other determination of the Term.
3.7 References to any right of the Manager/Lessor to have access to the Apartment shall be construed as extending to any chargee of the Apartment and to all persons authorised by the Manager including agents, professional advisers, contractors, workmen and others.
3.8 Any covenant by the Lessee not to do an act or thing shall be deemed to include an obligation not to permit or suffer such act or thing to be done by another person where the Lessee is aware that such act or thing is being done.
3.9 References to "consent of the Manager/Lessor" or words to similar effect mean a consent in writing signed by or on behalf of the Manager and to "approved" and "authorised" or words to similar effect mean (as the case may be) approved or authorised in writing by or on behalf of the Manager
3.10 The terms the "parties" or "party" mean the Manager, the Lessor and/or the Lessee.
3.11 "Development" has the meaning given by the Planning Acts.
3.12 Any references to a specific statute include any statutory extension or modification amendment or re-enactment and any regulations or orders made under such statute and any general reference to "statute" or "statutes" includes any regulations or orders made under such statute or statutes.
3.13 References in this Lease to any clause sub-clause or schedule without further designation shall be construed as a reference to the clause sub-clause or schedule to this Lease so numbered.
3.14 The clause paragraph and schedule headings and the table of contents do not form part of this Lease and shall not be taken into account in its construction or interpretation.
3.15 Where there are two or more persons included in the expression “the Lessor” or “the Lessees” or “the Manager” (as the case may be) any act default or omission by the Lessor or the Lessees or the Manager (as the case may be) shall be deemed to mean any act default or omission by any one or more such persons.
PREMISES AND LEASE PREMIUM
NOW THIS INSTRUMENT OF LEASE WITNESSETH as follows:
(a) In pursuance of the said Sale Agreement and in consideration of the sum of Kenya Sixteen Million (Kshs 16 ,000,000/=) paid to the Lessor by the Lessees on or before the execution hereof (the receipt whereof the Lessor hereby acknowledges) and in further consideration of the rent hereinafter reserved and the covenants and conditions on the part of the Lessee hereinafter contained the Lessor HEREBY LEASES and GRANTS a Lease unto the Lessees of ALL THAT three Bedroomed Apartment No 6A on the 6th floor which Apartment together with the fixtures and fittings therein is (hereinafter called the said Premises) as per the site plan registered as aforesaid TOGETHER with the right to use Two (2) parking spaces/bays AND TOGETHER ALSO with the right and liberty at all times for the Lessee/s their servants and licensees (in common with the Lessor the Manager and all other owners or occupiers for the time being of the other Apartments in the Estate all others sharing the like right) to use for the purposes only of access to or egress from the said Premises with or without vehicles on any driveways on the Estate AND TOGETHER ALSO with appurtenant to the said Premises the free and uninterrupted passage and running of water, sewerage, drainage, electricity, and other services through or by means of pipes, wires, cables or duct if any or for the time being existing in the Estate to the extent to which the pipes, wires, cables or ducts are capable of being used in connection with the enjoinment of the said Premises or passing through the piece of land or the buildings forming part of the Estate or any part thereof AND TOGETHER ALSO with the foundation, floors ceilings doors and windows bounding the same PROVIDED THAT in the case of any such floors ceilings or walls which also form the boundaries of another Apartment or building only the inner half of such floors ceilings and walls (divided in the case of floors and ceilings medially and horizontally through the main structure and in the case of walls medially and vertically through the main structure) AND TOGETHER ALSO with the benefit of and as appurtenant to the said Premises capable of affording shelter AND TOGETHER ALSO with the benefit of any covenants entered into by the Lessees’ of the other Apartments with the Lessor and the Manager so far as such covenants are intended to benefit the said Premises or the Lessees and so far as the benefit thereof can in Law accrue to the premises or the Lessee.
BUT EXCEPTING AND RESERVING:
i) Unto the Lessor and the Manager and the owners or occupiers for the time being of the other Apartments in the Estate the free and uninterrupted passage of water sewerage, drainage, gas, electricity through or by means of any pipes, wires, cables or ducts (if any) or for the time being existing within the said premises as appurtenant to the said piece of land and also every other unit, Apartment or premises capable of enjoying these easements AND the rights of the Lessor and/or the Manager to enter the said Premises at all reasonable times upon prior notice in writing (except in the case of emergency) for the purpose of inspecting or carrying out the Lessor’s obligations herein
ii) Unto the Lessor, the Manager and any other person from time to time entitled thereto all rights easements and privileges now enjoyed over or against the Premises and in particular but without prejudice to the generality of the foregoing the following rights that is to say:-
a) all rights of subjacent, lateral, horizontal and medial and other easements and all quasi easements, rights and benefits of a similar nature now enjoyed or intended to be enjoyed by any other part or parts of the Estate over the said Premises;
b) the right to build on or into any wall of the said Premises in connection with any other part or parts of the Estate;
c) the right to execute any repairs or other works which the Lessor and/or the Manager may consider necessary;
d) the burden of any covenants entered into by the Lessor with the Lessees of other Apartments so far as such covenants are intended to bind the said Premises or the Lessees.
TO HOLD the same unto the Lessee as JOINT TENANTS for all the unexpired residue of the term of Fifty (50) years from the 1st day of February, Two Thousand and Two (except the last Seven (7) days thereof) YIELDING AND PAYING therefor the annual rent of a Peppercorn (if demanded) payable on the First day of January each year subject to the burden of any covenants entered into by the Lessor and/or the Manager in the lease of other units on the Estate so far as such covenants are intended to bind the said Premises of the Lessees AND SUBJECT ALSO to the following terms and conditions.
4. The Lessees so as to bind so far as the Lessee may be the owner for the time being of the said Premises and so that these covenants shall be for the benefit of the other Apartments in the said Estate or any part thereof hereby covenant with lessor and as a separate covenant with the Manager and with the Lessees of the other Apartments comprised in the Estate as follows:-
i) To pay the rent hereby reserved on the days and in the manner aforesaid;
ii) To pay in advance sum of Thirty six Thousands (Kshs. 36,000/=) as deposit of the service charge.
iii) To pay the Manager the service charge monthly in advance on or before the seventh day of each month a sum of Kenya Shillings Twelve Thousand (Kshs. 12,000.00) or such other lesser or greater sum as the Manager may from time to time direct for:-
(a) If and when required by the Manager to pay their share of:- expenses of maintaining, repairing, redecorating and renewing (as may be appropriate) all the retained parts of the building including;- (i) the main structure of the said Building and in particular, outside walls, roofs (terraces in the said buildings) and foundations (ii) the water pipes, gutters and pipes and electric cables and wires in under or upon the Estate and enjoyed or used by the Lessees in common with the owners or occupiers of the other Apartments (iii) the offices, residential accommodation (if any) for the Manager’s staff, the main entrance, driveways, parking areas, paths and toilets guard house so enjoyed or used by the Lessees in common as aforesaid and the boundary walls, gates and fences of the Estate (iv) the borehole, water treatment plant, swimming pool, lighting in common areas, lifts, play grounds etc. PROVIDED HOWEVER (1) if any such expense incurred is in the opinion of the Lessor and/or the Manager attributable solely to the said Premises then such expense shall be borne by the Lessees alone and (2) if any such expense is in the opinion of the Lessor and/or the Manager attributable only to the said Premises in common with one or more adjoining Apartments then such expense shall be borne by the Lessees and the owners of the said adjoining Apartment/s in such proportion as is determined by the Lessor and/or the Manager.
(b) The cost of lighting maintaining and cleaning the driveways, paths, roofs, gazebos, common areas, common parts and parking area in the Estate in good condition and repair.
(c) All rates, ground rents, taxes and other outgoings and any increases in these and other new taxes or levies of whatsoever nature assessed or imposed upon the said piece of land or the Estate or any part or parts thereof on the said Premises.
(d) The cost of insuring the structure of the building, Common areas in the Estate against loss or damage by fire and for such other risks as are determined by the Lessor and/or the Manager from time to time.
(e) The cost of employing watchmen or any other employees as may be deemed necessary by the Lessor and/or the Manager for the benefit of the Estate including cost of security services, electrical fencing (if any) for the Estate incurred by the Lessor and/or the Manager for the benefit of the Estate including the services of any independent contractor for the purpose. In general the cost of providing security and related equipment and apparatus as may be deemed necessary by the Manager for the protection or benefit of the Estate.
(f) The costs of redecorating the exterior of the said buildings.
(g) The costs of any other services relating to the Estate or any part thereof provided by the Lessor and/or the Manager from time to time and not expressly mentioned in this clause.
(h) The cost of all water and electricity consumed in the Common Parts of the Estate.
(i) Dustbin, security, conservancy and sewerage charge levied and any amounts which the Lessor and/or the Manager shall be called upon to pay to any authority or body for services to the Estate.
(j) Any charges or costs which the Lessor shall be called upon to pay to any authority or body for construction and maintaining of a borehole, water treatment plant, installation and maintenance of a meter or meters pump or pumps, water tank or tanks, storage tank or tanks and laying of the pipes for providing of water to the Apartments in the Estate from borehole and payment to relevant authority for water consumed from the borehole.
(k) The cost of garbage collection and disposal from the Estate including the services of an independent contractor for the purpose
(l) The cost of management of the Estate including management charges incurred and/or the salaries of the staff employed engaging paid services of professionals by the Lessor and/or the Manager for the benefit of the Estate.
(m) In addition to the salaries of staff employed by the Lessor and/or Manager for the benefit of the Estate all other incidental expenditure in relation to such employment (including but without limiting the generality of such provision) the payment of the statutory and such other insurance, health, pension, welfare and other contributions and premiums that the lessor and/or the Manager deem desirable or necessary and the provision of uniforms, working clothes, tools cleaning appliances and other materials plus receptacles and other equipment for the proper performance of their duties.
(n) The amount which the Lessor and/or the manager shall be called upon to pay by the government or to any local authority or any other body as a contribution towards the expense of making, repairing, maintaining, rebuilding and cleaning all ways, roads, pavements, sewers, drains, pipes, water courses, party walls, party fences wall or other conveniences which may belong to or be used for the Estate in common with other premises near or adjoining thereto.
(o) The costs of maintaining the children’s playground, garden, and maintaining borehole (including pipelines water tank or tanks, storage tank or tanks, water treatment plant and any other associated equipment in respect to the borehole and replacement charges for these) in the Estate and any other Common expenses which may be incurred for the benefit of the Estate.
(p) The costs of maintaining solar water heating & lighting systems, gym & gym equipment, the swimming Pool (including other associated equipment in respect to the Swimming Pool repairs, maintenance thereof and maintenance of the boreholes and other facilities, replacement and upgrading charges for these) in the Estate and any other Common Expenses which may be incurred for the benefit of the Estate.
(q) All and other fees, charges and expenses paid incurred by the Lessor and/or the manager in respect of or in connection with the said Estate.
(r) The Management fees or charges paid or payable to the Manager in respect of the Estate and fees or charges incurred by them for professional advice and services rendered.
(s) Any contributions for road works if so called upon by the Government, local authority or other body.
(t) Any costs of the accountants and auditors deployed by the Lessor and/or the Manager.
iv) (a) The amount of the aforesaid costs and expenses shall be computed annually and shall be certified by the auditors for the time being of the Manager.
(b) the Manager shall within Six (6) months after the expiration of each financial year which shall be the 31st day of December in each year notify the Lessees in writing of the amount owing in respect of the said Premises for the immediately preceding financial year and of the balance (if any) then still due by the Lessee to the Manager after giving credit for all moneys then already paid by the Lessees of such costs and expenses during such financial year.
(c) The Lessees shall within Thirty (30) days after the date of such written notification as aforesaid pay to the Manager the amount of such balance (if any). If the estimated amount paid by the Lessees exceeds the amount actually due by the Lessees then the Manager shall carry forward such surplus sum to the succeeding year in the Manager’s such accounts.
v) To pay all charges for electric current whether for light or power supplied to the said Premises including standing charges, meter rent and other charges payable in respect thereof and at all times to comply with all rules and regulations and requirements of the utilities and enter into necessary Agreement with the electricity supplier.
vi) To pay all charges for water supplied to the said Premises including meter rent and other charges levied by Nairobi Water & Sewerage Company Limited or other water supplying authority and at all times to comply with all rules and regulations and requirements of the utilities and enter into necessary agreement with the water supplier.
vii) During the said term to keep at the Lessees’ cost and expenses the interior of the said Premises clean and in good condition and all the fittings and fixtures therein and all glass in the windows and doors thereof in good and tenantable repair (reasonable wear and tear and damages by fire excepted).
viii) Not to do or omit or suffer to be done or omitted any act matter or thing on or in respect of the said Premises which contravenes the provisions of any Nairobi City County/City Commission By-Laws or any enactment amending or replacing the same or which contravene any statutes statutory instruments, rules, orders and regulations for the time being in force relating to planning control and development or any orders directions or notices made or given thereunder and in particular to comply with the conditions attached to any permission for development given or to be given in relation to the said Premises and at all times to indemnify and keep indemnified the Lessor and the Manager against all actions proceedings costs expenses claims and demands in respect thereof.
ix) To execute all such works as are or may under or in pursuance of any Act of Parliament already or hereafter to be passed be directed or required by any County or Local or Public authority to be executed at any time during the said term upon or in respect of the said Premises or any part thereof whether by the Lessor or the Lessee thereof.
x) Not to use or permit to be used the said Premises for any purpose other than as a private residence and not for any purpose or in any manner which may at any time be or become a nuisance or annoyance to the owners or occupiers of any Apartments in the said Estate or be injurious or detrimental to the reputation of the Estate as a private residential Estate.
xi) Not to keep a pet or animal of any kind in the premises or the Estate without written consent of the Manager which consent shall not be unreasonably be withheld.
xii) Not to affix or exhibit or permit to be affixed or exhibited on any door of the said Estate or at or near to any of the entrances thereto respectively any plate name or notice except only at the front entrance to the Apartment a card bearing only the name of the Lessee s without any indication of their/their trade mark profession or business and not to exhibit in any window or upon any external part of the said Premises any trade professional or business notice or advertisement whatsoever.
xiii) Not to do or permit to be done in the said Premises anything which may be a nuisance or can tend to be an annoyance to the tenants or occupiers of any of the other Apartments in the Estate or adjoining property.
xiv) Not to obstruct in any way the parts of the Estate including the driveways, parking spaces or areas on the Estate and no musical instruments, radio, sound recorders or reproducers shall be played nor shall any games or other activity be pursued or carried out in the common parts of the Estate or in the car parking area which may prejudicially interfere with quiet enjoyment of or cause damage or annoyance to the owners or occupiers of other Apartments in the Estate.
xv) Not to keep and/or throw dirt, rubbish, rags, sanitary towels, charcoal or other refuse or permit the same to be thrown into the sinks bathrooms, lavatories, cisterns or waste or soil pipes in the said Premises or on any part of the Estate and to dispose all waste, rubbish, refuse in designated areas and in accordance with the rules and regulations from time to time made by the Manager.
xvi) Not to use the said Premises or permit to be used for any other purpose of an illegal, immoral or improper nature or as is injurious to the reputation of the Estate.
xvii) Not to use the said Premises or permit to be used for any business or commercial purpose without the prior written consent of the Manager.
xviii) Not to use or interfere with roof of the said buildings in any manner whatsoever.
xix) To permit the Lessor and/or the Manager or their respective agents and surveyors with or without workmen and others at all reasonable times on notice to enter into and upon the said Premises or any part thereof and make good all defects decays and wants or repairs of which notice in writing shall be given by the Manager to the Lessees for which the Lessees may be liable hereunder within one month (unless immediate action is required)after giving of such notice and also to permit the Lessor and/or the Manager their respective agents and surveyors with or without workmen and others at all reasonable times on notice to enter into and upon the said Premises or for the purpose of repairing maintaining or rebuilding and keeping in order and good condition all the sewers, pipes, cables, gutters, wires and other conveniences situated on or belonging to the said Estate
xx) To Insure the said Premises against loss or damage by fire (including a cover for the employees, licensees, visitors, tenants) or such other risks as are determined by either any Chargee of the said Premises and/or the Manager from time to time and will deliver to the Manager when required any Policy of Insurance and the receipt or other evidence of payment of the current premium in respect thereof PROVIDED that if the Lessee fails to insure the said Premises as aforesaid the Manager may at the expense of the Lessees insure the said Premises and the Lessee will repay every sum from time to time paid spent or incurred by the Manager for affecting or keeping on foot any such insurance within fourteen days after the date on which the same was paid by the Manager and the Lessees will not do anything whereby any insurance of the said Estate and building on the Estate or any part thereof against fire or other risks may be rendered void or voidable or whereby the premium for any such insurance may be liable to be increased and to indemnify the Lessor and/or the Manager and/or the Lessees of the other Apartments against any increase of additional premium which by reason of any act or default of the Lessees may be required for effecting or keeping on foot any such insurance and that in the event of the said Premises or of the buildings on the Estate or any part thereof being damaged or destroyed by fire at any time during the term hereby created and the insurance money under any insurance against fire effected thereon by the Manager and/or the Lessees or the other Apartments being wholly or partly being irrecoverable by reason solely or in part of any act or default of the Lessees or of any one residing upon the said Premises then and in every such case the Lessees will forthwith (in addition to the said payments) pay to the Lessor and/or the Manager and/or the Lessees of the other Apartments the whole or (as the case may require) a fair proportion of the cost of completing rebuilding and reinstating the same. Any dispute as to the proportion to be contributed by the Lessees or otherwise in respect of or arising out of this provision to be referred to Arbitration in the manner hereinafter set forth PROVIDED ALWAYS it is AGREED AND CONFIRMED by the Lessees THAT in the event the said Premises is insured by the Lessor and/or the Manager it shall be the responsibility of the Lessees to ascertain the extent type and cover offered by the insurance taken out by the Lessor and/or the Manager in respect of the said Premises and or the Estate and the Lessees or any person claiming through the Lessees shall have no claim against the Lessor and/or the Manager for lack and/or inadequacy of the insurance cover.
xxi) If eligible to accept membership of the Manager (by way of appropriate share) as stated in recital F hereinbefore and when such share is issued to procure at all times after issue of the share as aforesaid then the Lessee of the said Premises is registered as a shareholder of appropriate share of the manager and not so long as the Lessees retain any Estate or interest in the Premises to transfer Lessees’ shareholding in the Manager except to any Chargee of the said Premises without the consent of the Manager.
xxii) Upon any transmission of the ownership of the said Premises to which the Lessees are not a party and over which the Lessees have no control to use the Lessees’ best endeavors to ensure that the person becoming the Owner of the said Premises as a result of such transmission becomes also a shareholder of the appropriate share in the Manager and enters into a direct covenant with the Lessor and the Manager to observe and perform the obligations on the part of the Lessees contained herein and in particular ttheir clause.
xxiii) Forthwith to deliver to the Lessor and the Manager a copy of any notice served upon the Lessees or any Sub-Lessee and of any order or proposed order affecting the said Premises and to take all reasonable steps to comply with such notice and also at the request of the Lessor and or the Manager and at the cost of the Lessees to make such objections representations or appeals in respect thereof as the Lessor and/or the Manager may reasonably require.
xxiv) To bear and pay and discharge all expenses to the Lessor and/or the Manager by reason of any act or default or negligence of the Lessees or any of the Lessees’ family members or servants or visitors or the occupiers of the said Premises either to any part of the said Premises or any part of the Estate.
xxv) Not to assign sublet charge or part with the possession of the said Premises or any part thereof without the previous written consent had and obtained of the Lessor and/or the Manager (such consent however not to be unreasonably withheld if evidence is produced that the Lessees have complied with the obligations on their part) and the intended Purchaser or the intended Lessees will abide by the provisions of the lessees covenants. Such consent shall not be required if the said Premises is sold under a Lender’s Statutory Power of Sale and such lender has first paid all outstanding dues to the Lessor and/or the Manager PROVIDED FURTHER THAT in the case of corporate Lessee any allotment or transfer of shares in the Lessee whereby control of the Lessee shall be altered shall for the purpose of this sub-clause constitute an assignment or transfer of this Lease and shall require consent as aforesaid. A fee of Kenya Shillings Twenty Thousand (Kshs. 20,000.00) or such other fees as is determined fair by the Manager will be charged by the Lessor and/or the Manager for such consent.
xxvi) Not to assign or transfer the said Premises unless contemporaneously with such assignment or transfer the assignee or the transferee upon signing The Transfer also acquires the share (if already issued at the time of assignment or transfer) (necessary to own the said Premises under the Memorandum and Articles of the Manager) in the shareholding of the Manager and executes a deed of covenant with the Manager and the Lessor that they and their successors in title will at all times from the date of the assignment of transfer duly pay all sums payable hereunder and observe and perform all the covenants restrictions and stipulations herein contained and on the part of the Lessees to be observed and performed (whether running with the Lease or of purely personal or collateral nature) to the same extent as if the assignee or transferee were the original parties hereto.
xxvii) To comply with the rules and regulations which are from time to time made by the Lessor and/or the Manager and served upon the Lessees of the Estate.
xxviii) Not to do or permit or suffer any act or omission to be done on the said Premises whereby the policies of insurance for the time being subsisting for any part of the estate against damage by fire and other risks may become or be rendered void or voidable or whereby the rate of premium thereon may be liable to increase and to forthwith pay on demand to the Manager and/or the Lessees of the other Apartments all sums paid by way of increased premium/s and all expenses incurred by the Lessor and/or the Manager and/or the Lessees of the other Apartments in or about the renewal of any policy or policies rendered necessary by breach of this covenant.
xxix) To use only such numbered parking bays as are allocated by the Manager.
xxx) Forthwith to make good to the Manager and/or the Lessees of the other Apartments all loss or damage sustained by the Manager and/or the Lessees of the other apartments upon any breach of sub-clause xxix) above.
xxxi) To pay such other charges or expenses the Manager considers in its sole discretion to be necessary to carry out its functions of management. PROVIDED THAT, the same shall have been ratified by a duly convened meeting of the Shareholders.
xxxii) all charges and sums payable hereunder the Lessees covenants shall be deemed to be inclusive of any tax (including without limitation value added tax) charged or chargeable in respect thereof and in the event that any competent taxing authority shall require that a tax be levied on the charges and any other sums payable hereunder the Lessee shall in addition pay amounts equal to the tax so levied.
xxxiii) The Lessee’s covenants with the manager or the lessor shall where necessary or appropriate or applicable or delegated or relevant apply with full force.
xxxiv) No alteration in any form or fitting to the external face of the building that affects the elevation of the building shall be permitted in any circumstances.
xxxv) The Lessees shall on no account be permitted to use driveways and visitor’s parking as their parking shall be limited to the designated slots.
xxxvi) Any leakage seeping through one Lessees apartment to the other Lessees apartment shall be to the account of the Lessee occupying or owning the apartment causing the leakage AND the leakage must be rectified and repaired within 7 days of seepage.
5. The Manager to the intent that the obligations set out may continue throughout the continuance of the term hereby created covenants and agrees with the Lessor and the Lessees (subject to contribution and payment by the Lessees as hereinbefore provided) by itself:
a) To pay directly (subject to the Provisions of Clause 4 (iii) hereinbefore) all existing future rates, ground rents, taxes assessments and outgoings now or hereafter imposed or payable in respect of the said piece of land and upon demand to produce to the Lessees the receipts in respect thereof.
(b) To keep the parts including parking area paths, driveways boundary walls or fences, gate, guard house and other common areas, offices and amenities at the Estate insured against loss or damage by fire and such other risks as the Lessor and the Manager may from time to time decide to the full insurable value thereof and forthwith to rebuild or reinstate such common parts if and in so far as the same may be destroyed or damaged by fire or other natural causes without prejudice to the Lessees’ liability to pay or contribute to the cost thereof as hereinbefore provided in the event of the insurance money being wholly or partially irrecoverable by any act or default of the Lessees or of the members of the Lessees’ family or of the Lessees’ servants invitees or guests.
(c) To keep the amenities including the borehole, swimming pool, solar heating& lighting system, gymnasium, water pipes, drains, gutters, sewers, the main electric cables among others in and about the Estate in good repair and condition upkeep and maintenance and to effect such repairs thereto and replacement thereof as may from time to time become necessary or desirable.
(d) To keep the retained parts in tenantable condition and repair the main structure of the said building except for damages caused by or resulting from any act or default or neglect of the Lessees their servants or licensees.
(e) If so required by the Lessees to take all reasonable steps to enforce the observance and performance by the Lessees of other Apartments which failed to be observed and performed by the Lessees of such other Apartments on the Lessees
6. THE LESSOR HEREBY FURTHER COVENANTS WITH THE LESSEES:
i) That every lease of an Apartment on the Estate granted by the Lessor shall contain covenants by the Lessees in terms of this lease except for differential in the lease premium and plinth areas.
ii) That (notwithstanding any right which the Lessees may have to enforce covenants directly against Lessees of other Apartments) the Lessor will at the written request of the Lessees or on the written request of any Chargee of the Lessees enforce by all means available to the Lessor the covenants entered into by any Lessees of the other Apartments in the Estate in terms of this Lease.
iii) To transfer the reversionary interest in the Land to the Manager within sixty (60) days of registration of the last of the leases in the Estate for all apartments after which he shall have no further obligation under this Lease.
iv) That the Lessee shall and may peaceably and quietly hold and enjoy the Property during the Term hereby granted without any lawful interruption or disturbance from or by the Lessor or any person or persons rightfully claiming under or in trust for the Lessor.
a) The Lessor and or the Manager as the case may be shall not be required to incur any legal or other costs under this sub-clause unless and until such security as the Lessor in Lessor’s absolute discretion may require shall have been given by the Lessees or chargees requesting action;
b) The Lessor may in its absolute discretion before taking any action under this clause require the Lessees or the person requesting such action at their own expense to obtain for the Lessor from Senior Counsel to be nominated by the Lessor advise in writing as to the merits of any action contemplated in respect of the allegations made. In that event the Lessor shall not be bound to take action unless Senior Counsel advises that action should be taken and is very likely to succeed;
7. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED AS FOLLOWS
i) The Lessor and/or the Manager shall not be liable for any loss or damage or injury to the Lessee, employees, servants, guests, licensees or visitors of the Lessee or the property of any such persons caused by:-
a) any defects in or defective or negligent working constructions or maintenance of the lighting or other part of the structure or equipment of the said premises and or the buildings in the Estate;
b) any act or default (negligent or otherwise) of any servant of the Lessor and/or the Manager employed in any capacity whatsoever;
c) any lack or shortage of electricity water or drainage;
d) any burglary theft or break-in;
e) any fire howsoever occurring;
f) any act or default of any Lessees of the Estate or of any portion thereof or of their servants, employees or agents or licensees or guests or invitees with reference to the maintenance or use of any pipes or sanitary water or electrical apparatus therein or the overloading of any floor of any part of the Estate, or
g) any overflow of water to any or all of the units from other parts of the Estate which are not in the occupation or control of the Lessor and/or the Manager;
h) any accident or mishap in or around the borehole, passenger lifts, swimming pool, gymnasium, parking areas, the roof terrace or any other part of the estate howsoever caused whether resulting in death, injury or loss of any kind whatsoever.
AND the Lessee shall indemnify the Lessor and/or the Manager against all or any actions claims and proceedings by the Lessees, employees, servants, guests, invitees, licensees and others claiming through the Lessees in respect of such loss damage or injury.
i) No liability shall attach in respect of any breach of any positive covenant or agreement (other than the covenants and agreements for the payment of money) on the part of the Lessor and/or the Manager or the Lessees herein contained or implied so long as they shall be prevented from performing the same by statutory restrictions non-availability of labour or materials or matters beyond their control except that if such breach shall occur as aforesaid the Lessor or the Manager or the Lessees as the case may be shall remedy such breach immediately where the conditions permit.
ii) If the rents or any other payment hereby reserved or any part thereof shall at any time be unpaid for (30) days after becoming payable (whether lawfully demanded or not) or if any of the covenants on the part of the Lessees herein contained shall not be performed and observed then and in any of the said cases it shall be lawful for the Lessor and/or the Manager to serve upon the Lessees and also upon the Chargee (if any) to whom the said Premises is charged or mortgaged notice in writing specifying such non-payment or breach as aforesaid and requiring the Lessees and the Chargee forthwith if the situation so requires and in any case within the said thirty (30 ) days of the service of notice to remedy the same in so far as it is capable of remedy and if the Lessee/s and the Chargee (if situation so demands) shall not within thirty (30) days comply with such notice the Lessor and the Manager shall be entitled to deny to the Lessees any right to enjoy any of the Common services (including supply of water to the said premises or use of the elevators) without being liable for damages for such denial and further the Lessor may at any time thereafter with the consent and order of the High Court of Kenya re-enter upon the said Premises or any part thereof in the name of the whole and thereupon this Lease shall absolutely determine but without prejudice to the right of action of the Lessor and/or the Manager in respect of any antecedent breach of any of the covenants on the part of the Lessees herein contained.
9. OTHER CHARGES
The Manager shall be entitled to collect any expenditure of a capital nature or such that is not covered or sufficiently covered by the service charge.
iii) When any repairs redecoration or renewals are carried out by the Manager it shall be entitled to charge as the expenses or costs thereof its normal charges in respect of such work.
iv) Each and every wall or structure separating the said Premises from any adjoining premises shall be deemed to be party wall or structure severed medially)Two/three parking bays as the case may be allocated to lessees by the Lessor/Manager but and will use the said parking bay only for the purpose of parking saloon cars and light vehicles and will not carry out any repairs to any vehicle in any part of the estate and will not bring into the estate any heavy commercial vehicles without prior consent of the manager/Lessors.
in case of misuse the manager may disallow the use of such parking bays by the Lessees and the Lessees shall have no cause of action against the Lessor and/or the Manager for such disallowance.
10. THE MANAGER AND REVERSIONARY INTEREST
vi) The Manager namely XXX has been incorporated to manage the whole Estate consisting of Fifty Eight (58) Apartments and each Lessee shall be a shareholder in the Manager.
vii) The Manager shall purchase from the Lessor the Lessor’s reversionary interest in the said Land Reference Number XXX within sixty (60) days of the registration of the Leases in respect of all the Apartments in the Estate for consideration of the sum of Kenya Shillings Five Hundred and Eighty Thousand (Kshs. 580,000.00) and from the date of the Transfer of the said reversionary interest, subject to the leases of all the Apartments, all the obligations and benefits on the part of the Lessor will vest in and be carried out by the Manager.
viii) The consideration, the legal costs, stamp duty and registration for the transfer of the reversionary interest shall be paid by the Lessees of each long term lease so registered and shall be shared equally by the owners of long term leases and such costs shall be payable upon demand by the Manager PROVIDED however it is clearly understood by the Lessees that the Lessor will not execute the document of the transfer of reversionary interest until the purchase price, the legal costs of the Advocate, the stamp duty and registration fees are received by the Lessor’s Advocate in full.
ix) The Manager shall have the right to enter the premises in case of emergency by forcible entry in the event that the Lessees or the occupier for the time being of the said premises is unavailable or cannot be found within reasonable time to open the said premises, depending on the circumstances of the situation.
x) If the Lessees shall be in default in paying any sum referred to in this Lease for a period of thirty (30) days then such outstanding sum shall attract compound interest to be calculated on a daily basis from the date of such default until payment in full. The interest rate for the purpose of this clause shall be not more than 4% of the maximum base lending rate set and published by the Central Bank of Kenya.
xi) The provisions of Part VI of the Land Act 2012 shall apply to this Lease.
xii) Any notice required to be served hereunder shall be sufficiently served on the Lessees if left addressed to the Lessees on the said Premises or forwarded to the Lessees’ last known address in the said Republic of Kenya by registered post and shall be sufficiently served on the Lessor if forwarded to the Lessor at the Lessor’s last known address in the Republic of Kenya by registered post and shall be sufficiently served on the Manager if delivered to its registered office or sent by registered post to its registered postal address. A notice given by post shall be deemed to have been sufficiently served seven days after the date of posting. For the purpose of this clause if there is more than one Lessee of any Lease then a notice served as aforesaid on one of the Lessees shall be deemed good service on all the other Lessee/s AND FURTHER SIMILARLY if there is more than one Lessor then a notice served as aforesaid on one of the Lessors shall be good service on all the Lessors.
xiii) i) In the event the registered proprietor for the time being of the said piece of
land namely Land Reference Number XXX obtaining an extension of its lease from the Government of the Republic of Kenya provided that there is no subsisting breach on the part of the Lessee and all dues under the Lease have been paid by the Lessee, the Lessee shall (unless restricted by law) be entitled to an extension of Lease for the said Premises for the term by which the Government has granted the extension (less the last Seven (7) days thereof) without any consideration but at legal costs, stamp duties (if any), registration fees and expenses of the Manager/Lessor of the apartments.
xvi) Save for the Lessor’s and/or the Manager’s right of re-entry upon the said Premises contained in clause 8 (ii) above of this clause, all disputes and questions whatsoever which shall arise between the parties hereto touching this Lease or the construction or application thereof or any clause or things herein contained or to the rights or liabilities or any party under this lease shall be referred to the decision of a single Arbitrator to be appointed in accordance with the provisions of the Arbitration Act or Acts amending or replacing the same. The decision of such arbitrator shall be final and conclusive and binding on the parties.
12. GOVERNING LAW
This Lease shall be governed by and construed in accordance with the laws from time to time of the Republic of Kenya and in particular The Land Act no. 6 of 2012 and Land Registration Act no. 3 of 2012 Laws of Kenya or any acts amending or repealing them.
If there is any change in any law or any law is enacted that would require the variation and/or amendment of this Lease in order to conform with such law, the parties herein shall by agreement in writing act accordingly to conform with any such laws. All costs of such variation/amendment shall be borne by the Lessee.
If any term or condition of this Lease shall to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected and the other term and conditions shall be valid and enforceable to the full extent permitted by Law.
Each party hereby agrees and confirms for the purpose of the Law of Contract Act (Chapter 23) and the Land Act no. 6 of 2012 that it has executed this Lease with the intention to bind itself to the contents hereof.
13. ENTIRE AGREEMENT AND REPRESENTATION
This Lease together with the Agreement for Sale contains the entire Agreement and understanding between the parties and supersedes all prior discussions and agreements concerning the subject matter hereof. The Lessee acknowledges that this Lease has not been entered into in reliance wholly or partly on any statement or representation made by or on behalf of the Lessor and/or the Manager except any such statement or representation that is expressly set out in this Lease and the Agreement for Sale.
AND the Lessees hereby accept this Lease subject to the conditions, restrictions, reservations and stipulations above set forth or referred to.IN WITNESS WHEREOF the “Lessor” XXX has caused its Common Seal to be hereunto affixed and the Lessee XXX have set their respective hands and “the Manager” XXX has affixed its Common Seal the day and year first hereinbefore written.
SEALED with the Common Seal of the Lessor )
in the presence of: )
NAME: X )
I.D NO: X )
PIN NO: X )
NAME X )
I.D NO: X )
PIN NO: X )
Certificate of Verification under Section 45 of the Land Registration Act
I CERTIFY that ………………………… and …………………………… being the persons witnessing the affixing of the Common Seal of the Lessor appeared before me on……………………………. and being known to me/being identified by *…….……….…….of ……………..……..……… acknowledged the above signatures or marks to be theirs and that they had freely and voluntarily executed this instrument and understood its contents.
Name and signature of person certifying
SIGNED by the Lessee the said )
) I.D NO: XXX
) PIN NO: XXX
Certificate of Verification under Section 45 of the Land Registration Act
I CERTIFY that the above named Lessee appeared before me on the……………..day of……………………,20……and being known to me/identified by…………………………of…………………… acknowledged the above signatures to be theirs and that they freely and voluntarily executed this Lease and understood its contents.
Signature and Designation of Person Certifying
SEALED with the Common Seal of the Manager )
in the presence of: )
NAME : XXX )
I.D /PP. NO: XXX )
PIN NO: XXX )
SIGNATURE: ………………………………… )
NAME: XXX )
I.D NO: XXX )
PIN NO: XXX )
Certificate of Verification under Section 45 of the Land Registration Act
I CERTIFY that the above named Director and Director/Secretary being the persons witnessing the affixing of the Common Seal of the Manager appeared before me on the……………..day of……………………,20……and being known to me/identified by…………………………of…………………… acknowledged the above signatures to be theirs and that they had freely and voluntarily executed this Lease and understood its contents.
Signature and Designation of Person Certifying
The Land Registration Act No. 3 of 2012
The Land Act No. 6 of 2012
The Registration of Titles Act (Cap. 281) (repealed)
The Provisions of the Government Lands Act (Cap 280) (repealed)
The Special Conditions contained in a Grant of Title registered as I.R No. 89863/1.
REGISTERED this…………….. day of…………………………20………………
LAND REGISTRAR SEAL …………………………….
Name: ……………………………………… Registrar’s Stamp/No ………………..
Disclaimer: This document is not to be taken as legal advise.
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