Isaac Obeng

 JOINT DEVELOPMENT AGREEMENT BETWEEN DAIMLER HOMES LTD (OF THE FIRST PART) AND ERNEST NYAMEKYE KEELSON (OF THE SECOND PART) THIS AGREEMENT is made this ____ Day of ____________ 2024; BETWEEN DAIMLER HOMES LTD, a company incorporated under the laws of the Republic of Ghana whose registered office is situated at Number 3 Bamboo Street, East Legon, Accra in the Greater Accra Region of the Republic of Ghana aforesaid acting by its Chief Executive Officer MR. NANA KWABENA OFORI ADDO (hereinafter referred to as the “Developer” which expression shall where the context so admits or requires include his successors in title and assigns) OF THE ONE PART AND MR. ERNEST NYAMEKYE KEELSON of P.O Box LG 953, Legon-Accra (hereinafter called the ‘’Land Owner’’ which expression shall where the context so permits or admits include his respective heirs, personal representatives, successors and assigns) OF THE OTHER PART also referred to distinctly and individually as ‘’the Party’’ and jointly and indistinctly as the ‘’the Parties’’. WHEREAS a. The Developer is an entity with the requisite skills, knowledge and technical know-how in developing homes b. The Land Owner is the rightful owner of the parcel of the property situate, lying and and being at Bawaleshie, East Legon, Accra in the Grater Accra Region of the Republic of Ghana (hereinafter referred to as “The Property”) measuring approximately 0.31 acres (0.13 hectors) more or less and described in the schedule below. c. The parties wish to enter into a joint development agreement for the purpose of developing the Land into an Apartment Block comprising; i. Four (4) Two-Bedroom Duplex units, ii. Two (2) Three-Bedroom Apartments, iii. Twelve (12) Two-Bedroom Apartments iv. Ten (10) One-Bedroom Apartment v. Six (6) Studio units vi. Three (3) Commercial Spaces designated for use as a Restaurant, Clinic, and Boutique. NOW IT IS HEREBY AGREED THAT: 1. INTERPRETATION AND DEFINITIONS Throughout the agreement, the following words and phrases shall unless the context otherwise requires, have the following meanings: Interpretation In this Agreement: I. A reference to any one gender, whether masculine, feminine or neuter, includes the other two; II. Any reference to a person includes, without being limited to, any individual, body corporate, unincorporated association or other entity recognised under any law as having a separate legal existence or personality; III. Any word or expression defined in and for the purposes of this Agreement shall if expressed in the singular include the plural and vice versa and a cognate word or expression shall have a corresponding meaning; IV. Where a number is expressed as a number followed by a description of that number in words, in the event of a conflict between the numbers and the words, the words shall prevail; V. References to a statutory provision include any subordinate legislation made from time to time under that provision and references to a statutory provision include that provision as from time to time modified or re-enacted as far as such modification or re-enactment applies, or is capable of applying, to this Agreement or any transaction entered into in accordance with this Agreement; VI. References in this Agreement to clauses and schedules are to clauses of and schedules to this Agreement; VII. Any word or expression defined in any clause shall, unless the application of the word or expression is specifically limited to the clause in question, bear the meaning ascribed to the word or expression throughout this Agreement; VIII. No rule of construction shall be applied to the disadvantage of a Party to this Agreement because that Party was responsible for or participated in the preparation of this Agreement or any part of it; and IX. Unless otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a Business Day, the next succeeding Business Day. X. All the headings and sub-headings in this Agreement are for convenience only and are not to be taken into account for the purposes of interpreting it 2. PROJECT OVERVIEW a. The Parties hereby agree to enter into this Agreement for the purpose of developing the Land into an Apartment Block comprising; i. Four (4) Two-Bedroom Duplex units, ii. Two (2) Three-Bedroom Apartment, iii. Twelve (12) Two-Bedroom Apartments and iv. Ten (10) One-Bedroom Apartment v. Six (6) Studio units vi. Three (3) Commercial Spaces designated for use as a Restaurant, Clinic, and Boutique. b. The apartment units will have standard designs with bedrooms, fitted kitchens, elevators and balconies where applicable. 3. SCOPE OF THE PROJECT a. The development shall encompass the following: Building type Quantity Area Total 2-Bedroom Duplex 4 150 sqm 600 sqm 3-Bedroom Apartment 2 130 sqm 260 sqm 2-Bedroom Apartment 12 100 sqm 1,200 sqm 1 Bedroom Apartment 10 65 sqm 650 sqm Studio 6 45 sqm 270 sqm Total Units 34 2,980 sqm b. The Project specifications shall comply with the details outlined in the Second Schedule attached to this Agreement. 4. FINANCIAL STRUCTURE In consideration for the performance of their obligations under this Agreement and as their individual contributions towards the Joint Venture: a. The Land Owner shall contribute the Land as their equity share towards the achievement of the joint development objectives under this Agreement. b. The Developer shall provide the full amount of funds necessary for the completion of the Project and shall assume responsibility for all aspects of the Project development. c. The Developer shall assume full responsibility for the construction costs, marketing efforts, and sales activities associated with the agreement project, encompassing all expenses related to materials, labour, permits, advertising, promotions, sales commissions, and other relevant costs. d. The Land Owner shall be responsible for provision of the land located at Bawaleshie, East Legon,Accra in the Greater Accra Region of the Republic of Ghana as its contribution to the Joint Venture. 5. PROJECT TIMELINES a. The Term of this Joint Development Project shall commence on the date of execution of this Agreement. b. Construction shall begin, subject to the Developer obtaining all necessary statutory and/or local authority permits, by 30th January 2024, or such other date as mutually agreed by the Parties in writing. c. The Developer undertakes to complete the Project within thirty-six (36) months from the date of receipt of the building permit. d. If the Developer is unable to complete and deliver the Land Owner’s units by the stipulated deadline, the Land Owner agrees to extend the completion period for a minimum of six (6) months, provided that the total extension does not exceed twelve (12) months from the original completion date. e. Should the Developer fail to complete and hand over the Land Owner’s units within the extended period, the Developer shall be liable to pay a monthly rent equivalent to the prevailing rental rates for similar units in the locality until the units are completed and delivered. 6. PROFIT SHARING RATIO As consideration for fulfilling the obligations under this Agreement, the Parties shall have ownership and possession of the Property for the remaining term of the Lease, allocated as follows: a. The Land Owner shall assign, transfer, and convey to the Developer (or any third party designated by the Developer) the title to the Property for the unexpired term of the lease. b. The Developer shall transfer ownership of six (6) units in the development to the Land Owner, distributed as follows: i. One (1) Studio unit located on the first floor; ii. One (1) One-Bedroom Apartment located on the third floor iii. One (1) Two-Bedroom Apartment located on the third floor; iv. One (1) Three-Bedroom Apartment located on the sixth floor d. Additionally, the Developer shall make a payment of Two Hundred and Thirty Thousand United States Dollars (US$ 230,000.00) to the Land Owner in the following manner: i. One Hundred and Sixty Thousand United States Dollars (US$ 160,000.00) to be applied towards the purchase of a Three-Bedroom Townhouse unit at Avela Prime, which is under development by the Developer; ii. The outstanding balance of Seventy Thousand United States Dollars (US$ 70,000.00) to be paid as follows: a. Forty Thousand United States Dollars (US$ 40,000.00) within thirty (30) days of signing this Agreement b. Thirty Thousand United States Dollars (US$ 30,000.00) in three (3) instalments of Ten Thousand United States Dollars (US$ 10,000.00) each over a period of six (6) months. e. The Land Owner shall be entitled to 12.70% of the total residential floor space to be developed, as calculated below: Building type Developer Land Owner 2-Bedroom Duplex 4 150sqm 600sqm 0 0 3-Bedroom Apt 2 130sqm 260sqm 1 130sqm 2-Bedroom Apt 10 100sqm 1,000sqm 1 100sqm 1-Bedroom Apt 9 65sqm 585sqm 1 65sqm Studio 5 45sqm 225sqm 1 45sqm Total 30 2,670sqm 4 340sqm 7. OBLIGATIONS OF THE LAND OWNER The Land Owner shall; a. Hand over vacant and peaceful possession of the Land for the Project to the Developer, ensuring that the Land is free from all charges, liens, encumbrances, and any other restraints. b. Provide all necessary assistance to the Developer to facilitate the obtaining of all regulatory approvals required for the Project from the relevant public authorities or regulatory bodies. c. Deliver a duly executed Deed of Assignment for the Property to the Developer (or any third party designated by the Developer) for the unexpired term of the lease, subject to the payment of ground rent and compliance with all covenants and conditions contained therein. d. Ensure that all accrued ground rent on the Property is paid up to date. 8. OBLIGATIONS OF THE DEVELOPER The Developer shall; a. Pre-financing the entire cost of the Project, which includes covering expenses for materials, labour, architectural fees, and any other associated charges. b. Arranging and providing the necessary expertise for the development, design, procurement, and construction of the Project. c. Selecting and determining the design content and quality of materials to be used in the Project, in accordance with the mutually agreed-upon requirements and specifications of all parties. d. Preparing estimates or budgets for Project expenditures and funding. e. Procuring and paying for all regulatory approvals, such as permits, consents, licenses, authorizations, and inspections required by the competent authorities for the development of the Property. f. Planning, coordinating, controlling, and executing all development activities on the Land as part of the Project. g. Selecting and appointing contractors, advisors, and other service providers for the design and construction of the Project. h. Delivering a duly executed Deed of Assignment for four (4) Units from the development to the Land Owner (or any other third party designated by the Land Owner) upon Project completion, for the remainder of the lease term. This assignment will be subject to the payment of ground rent and compliance with all covenants and conditions in the lease. 9. MANAGEMENT a. The Developer shall have full rights and authority to manage the Project from its commencement to completion. b. The Developer shall have the sole right to select the materials used for construction and finishing of the entire development. If the Land Owner intends to make any changes to these materials during or after the construction stage, the Land Owner must seek the Developer's approval where applicable. c. The Developer shall have the right to modify the floor layout as necessary based on market demands or recommendations from project consultants. The Land Owner shall not be entitled to any additional units, provided that such modifications do not result in a substantial increase in the total floor area, defined as a maximum increase of 10% of the existing floor area under construction. d. Upon completion of the Project, the Parties shall engage the Developer, Daimler Homes Ltd, to manage the Property. The Developer shall enter into a Property Management Agreement or a similar agreement with an entity of its choice. The initial term of the agreement shall be one year, with the possibility of renewal each year based on the satisfactory performance of the Property Manager. e. All Parties shall participate in key decisions regarding the renewal of the management agreement, specifically in relation to: i. The selection of the property management firm. ii. The terms and conditions of the agreement with the property management firm. f. The engaged Property Management firm shall be responsible for maintaining all common areas of the Property. It shall charge each residential unit a fee, which may vary based on the unit's size and value, for the services provided as outlined in the Third Schedule. 10. ASSOCIATION a. The Land Owner and their transferees shall become members of the Association or Society formed to manage the affairs of the developed Land. b. This membership shall continue until the Land Owner has sold or transferred all of their units to third parties or nominees. c. The Land Owner agrees to be bound by the Constitution of the Association, which shall govern the Association, and by the bylaws that regulate, guide, and direct the relationship between the other homeowners or their nominees, the Association, and the Management Company. d. The Land Owner and their transferees shall be responsible for paying a proportionate share of all outgoing and maintenance costs, as well as general expenses, including common area charges, insurance, municipal expenses, taxes, cesses, electrical and water taxes, and all other maintenance fees. These expenses shall also cover salaries and overheads of the maintenance team, as determined by the Association. e. In the event of default in payment, the Association shall have the right to remove or disconnect common amenities such as water and electricity from the Land Owner or their transferees. Payment obligations shall commence after the property has been handed over to the Land Owner. f. From the date of completion and handover, the Land Owner and/or their nominees or permitted assignees shall maintain their respective portions in good and tenantable condition at their own cost. They shall not permit any action within the premises or common areas that is against the law or causes obstruction or interference with the use of such areas by other occupants. g. The Land Owner and their transferees shall join the Association formed by all Land Owners, buyers, or occupants for the purpose of managing the maintenance and safety of the entire premises and addressing matters of common interest. They shall observe and comply with the terms, conditions, bylaws, rules, and regulations of the Association, as well as any applicable local and statutory laws. 11. FORCE MAJURE a. If a condition or contingency arises, whether existing or in the future, that is beyond the reasonable control and without the fault or negligence of either Party, which prevents or delays the performance of that Party's obligations under this Agreement (an "Event of Force Majeure"), that Party shall be entitled to an appropriate extension of time to perform its affected obligations. b. Events of Force Majeure include, but are not limited to, acts of God, fire, floods, riots, strikes, labour disputes, and interference by civil or military authorities. c. In the event of a Force Majeure, the affected Party shall take reasonable steps to mitigate and minimize the impact of the event in order to continue fulfilling its obligations under this Agreement. d. The Developer shall not be held liable to the Land Owner for any failure to perform its obligations under this Agreement if such failure is solely due to the Land Owner’s failure to provide reasonable access to the Land. e. By signing this Agreement, the Land Owner undertakes to reimburse the Developer for all costs incurred in relation to the Project if the Land Owner terminates this Agreement or fails to fulfil their obligations under this Agreement, resulting in the Developer's inability to complete the development. 12. LIABILITY FOR BREACH a. Subject to clause 11 above, a Party shall be deemed in breach of this Agreement if it fails to perform any of its obligations under this Agreement. b. In the event of a breach, the non-defaulting Party shall have the right to require the defaulting Party to remedy the breach within sixty (60) days. If the defaulting Party fails to remedy the breach within the specified time, the non-defaulting Party may initiate the dispute resolution procedure outlined below. 13. REPRESENTATIONS AND WARRANTIES Each Party warrants and represents to the others that: a. It has the right and capacity to enter into this Agreement. b. It shall not assign or encumber its interest in the Joint Development without the written consent of the other Parties. c. The execution or performance of this Agreement does not breach any contract, agreement, or other legal document to which it is subject. d. Each Party agrees to indemnify and hold harmless the other Parties from any claims, liabilities, damages, or costs arising out of any breach of the representations, warranties, or agreements made by such Party in this Agreement. 14. NOTICES Any notice or other communication affecting the performance of either party’s obligations arising out of this Agreement shall be in writing and signed by the issuing party and addressed to the recipient and either hand delivered or sent to the addresses stated in this Agreement. 15. ENTIRE AGREEMENT The Parties agree that this Agreement constitutes the entire contract between them and that there are no other conditions, stipulations, warranties or representations whatsoever made, other than such as may be included herein and signed by the parties hereto. 16. WAIVER OF RIGHTS No failure or delay by the Company to exercise any right or remedy under this Deed shall be construed as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy. No waiver by any party of any breach of the Agreement or this Deed shall be considered as a waiver of a preceding or subsequent breach. The rights and remedies provided in the Agreement and this Deed are cumulative and are not exclusive of any rights or remedies provided by law. 17. ASSIGNMENT Neither Party shall assign or in any way transfer any of its rights, or obligations under this Agreement without the prior written consent of the other Party, such written consent not to be unduly delayed or withheld. 18. VARIATION No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed by, or on behalf of, each Party. 19. DISPUTES Any dispute arising out of this Agreement that cannot be resolved amicably between the parties within thirty (30) days after its occurrence shall be referred for resolution through mediation by the parties under the Alternative Dispute Resolution Act 2010, (Act 798) of Ghana. Should the mediation fail, in whole or in part, either party may, upon giving written notice, and within twenty-eight days (28 days) thereof, apply to have the dispute resolved by a competent court of jurisdiction. 20. SEVERABILITY If any provision of this Agreement is found by any Court of Competent jurisdiction to be invalid or unenforceable, the remainder of such provision or part of this Agreement shall be interpreted so as best to reflect the intention of the Parties. 21. GOVERNING LAW This contract shall be governed, construed, and enforced in accordance with the Laws of Ghana. 22. REMEDIES Except as otherwise expressly provided in this Agreement, each and all of the rights and remedies provided in this Agreement, and each and all of the remedies allowed at law and in equity, shall be cumulative, and the exercise of one right or remedy shall not be exclusive of the rights or remedies provided in this Agreement or at law or in equity. IN WITNESS WHEREOF THE PARTIES HERETO HAVE HEREUNTO SET THEIR HANDS AND SEALS THE DAY AND YEAR FIRST ABOVE WRITTEN Executed by the within-named ) Developer herein represented by ) } …………………………….. In the presence of Name:……………………………… Address:……………………………… ……………………………… Signature:……………………………… Executed by the within-named ) Land Owner herein }…………………………….. In the presence of Name:……………………………… Address:……………………………… ……………………………… Signature:……………………………… THE FIRST SCHEDULE ALL THAT PIECE OF PARCEL of land with building thereon, lying, situate and being at Bawaleshie, East Legon, Accra in the Grater Accra Region of the Republic of Ghana measuring approximately 0.31 acres (0.13 hectors) more or less, and commencing at survey pillar SGGA. B3556/23/1 on a bearing of 137’49 measuring 95.5 feet to pillar SGGA. B3556/23/2, on a bearing of 226’05 measuring 141.8 feet to pillar SGGA. B3556/23/3, on a bearing of 319’38 measuring 97.2 feet to pillar SGGA. B3556/23/4, on a bearing of 046’41 measuring 138.7 feet to pillar SGGA. B35565/23/1, the point of commencement, which piece or parcel of land is more particularly delineated on the site plan attached hereto and thereon edged pink TOGETHER WITH all rights and hereditaments appertaining thereto. THE SECOND SCHEDULE DESCRIPTION OF DEMISED PREMISES TOGETHER WITH INFRASTRUCTURE: 1. Four units of luxury 2-bedroom townhouse measuring approximately 600 square meters comprising; two bedrooms fully fitted with wardrobes, dressing area and ensuite bathroom, living and dining area, fitted kitchen with cooker, extractor fan, washer/dryer and oven, split Air-condition in every room and a balcony (where applicable) 2. Three units of luxury 3-bedroom apartment measuring approximately 390 square meters comprising; three bedrooms fully fitted with wardrobes, dressing area and ensuite bathroom, living and dining area, fitted kitchen with cooker, extractor fan, washer/dryer and oven, split Air-condition in every room and a balcony (where applicable) 3. Eleven units of luxury 2-bedroom apartment measuring approximately 1100 square meters comprising; two bedrooms fully fitted with wardrobes, dressing area and en suite bathroom, living and dining area, fitted kitchen with cooker, extractor fan, washer/dryer, split Air-condition in every room and a balcony (where applicable) 4. Ten units of luxury 1-bedroom apartment measuring approximately 650 square meters comprising; one bedroom fully fitted with wardrobes, dressing area and en suite bathroom, living and dining area, fitted kitchen with cooker, extractor fan, washer/dryer, split Air-condition in every room and a balcony (where applicable) 5. Six units of luxury studio apartment measuring approximately 270 square meters comprising; a bedroom and living area fully fitted with a wardrobe, an en suite bathroom, fitted kitchen with cooker, extractor fan, washer/dryer, split Air-condition and a balcony (where applicable) 6. Three units of open area intended to be used as commercial shops of various sizes which includes a private washroom. AMENITIES i. Back-up pressurized water supply ii. Access Roads, Pavements, Side-Walks iii. Drainage, Landscaping of Drainage Area directly outside the Apartment Unit iv. Sewerage mains, Water mains and Electricity mains v. External lighting vi. Parking Lots. vii. Secure compound – Security doors, guard house with 24-hour security. viii. Water reservoir. ix. Landscaped gardens. x. Exercise room/Gym xi. Leisure area with a swimming pool xii. Telephone access points xiii. Back-up power generator THE THIRD SCHEDULE MANAGEMENT OF THE APARTMENT UNIT AND SERVICE CHARGE: 1. The Apartment Units shall be managed and maintained by the Management Company. 2. The Management Company shall provide the following services: i. 24-hour security ii. Cleaning & maintenance of all common areas iii. Garden maintenance and upkeep iv. Swimming pool cleaning & maintenance v. Internet service maintenance vi. External Telephone system maintenance vii. Standby generator maintenance viii. Pressurized back-up water supply ix. General repairs & maintenance of external facilities 3. Each apartment Land Owner shall pay to the Company a Service Charge (“the Service Charge”) of between USD150-USD200 to cover the cost of providing the services stated above and defraying the costs and expenses relating and incidental to providing such services. The Service Charge of USD150-USD200 per month [excluding all applicable taxes] per apartment shall be reviewed from time to time. 4. The Service Charge shall be discharged monthly/quarterly in advance on or before the commencement of each month/quarter. 5. For the purposes of this Schedule, “Service Charge Period” means the period of twelve (12) months from 1st January to 31st December in each year (or such other period as the Management Company may from time to time determine). 6. The Management Company shall as soon as may be practicable after the end of each Service Charge Period submit to the Land Owner a receipt duly certified by the Management Company’s accountant of the Service Charge paid for the Service Charge Period just ended. 7. If the Management Company is required during any Service Charge Period to incur heavy or exceptional expenditure in respect of an item covered by the Service Charge the Management Company shall be entitled to adjust the Service Charge by a factor calculated to cover the whole of that expenditure on the quarter next following. 8. The Service Charge may be adjusted from time to time by the Management Company with the consent of the Land Owner pursuant to increase in cost of the provision of services.