TO ENHANCE THE QUALITY OF LIFE OF ALL OUR PEOPLE

Tel.: 09264-61-290 2313 Fax: 09264-61-290 2493 TENDER INVITATION

Sale of eighteen (18) unimproved residential block zoned erven in Otjomuise Extension 4 for sectional title development and one (1) unimproved business erf in Otjomuise Extension 4.

Tender Otjomuise Ext 4, PLA 3/2013

Closing Date and Time: Tuesday, 08 October 2013, 11:00

PARTICULARS OF TENDERER

Name of Tenderer : ------

Postal Address: ------

Telephone No. : ------

Fax No. : ------

Contact Person: ------

VAT Registration No: ------

Are there any covering letters inclusive? "Yes" or "No":______Instruction to the Tenderer

Two tender proposals, the original document and one copy thereof, submitted together in one sealed envelope, marked, “THE SALE OF UNIMPROVED ERVEN in OTJOMUISE EXTENSION 4, PHASE 3 /2013” must be delivered unopened and deposited in the Tender Box, at Rev Michael Scott Street, Windhoek not later than the closing time. The name and the full address of the tenderer should appear on the outside of the envelope together with the erf number tendered for. Tenders will be opened and read out to the public at the Customers Care Centre as from 11:00 on the closing date of 08 October 2013.

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses

To enhance the quality of life of all our people

OFFICE OF THE CHIEF EXECUTIVE Tel.: 09264-61-290 2313 Fax: 09264-61-290 2943 PART A: TENDER FOR UNIMPROVED PROPERTIESIN OTJOMUISE EXTENSION 4, PHASE 3.

A. 1. TENDER INVITATION Sale of eighteen (18) unimproved residential block zoned erven in Otjomuise Extension 4 for Sectional title development and one (1) unimproved business erf in Otjomuise Extension 4.The erf sizes ranges between 1,781 m² and 14,036 m² in extent, and the upset prices between N$458,989 and N$2,441,963 TENDER No.: PLA 02/2013 Sale of eighteen (18) unimproved residential block zoned erven for TITLE: sectional title development in Otjomuise Extension 14 and one (1) business erf in Otjomuise Extension 14. Two Tenders, one original and one copy thereof in sealed envelopes marked "THE SALE OF UNIMPROVED ERVEN in OTJOMUISE CLOSING DATE AND EXTENSION 4, PHASE 3:/2013” must be addressed and delivered, as TIME: set out hereunder, not later than 11:00 on Friday, 08 October 2013. No tenders will be considered if such tender had not been delivered - or had not been deposited in the Tender Box - by that time and date. A Training Session would be held on WEDNESDAY, 18 SEPTEMBER 2013in the Committee Room at the Customer Care TRAINING SESSION: Centre in Rev. Michael Scott Street to advise prospective tenderers on the requirements on the completion of the Tender Document. Tender documents (Tender Conditions and Draft Deed of Sale) would be available as from MONDAY, 16 September 2013. Prospective tenderers can access the City’s website at (www.windhoekcc.org.na). TENDER DOCUMENTS: NB The tender documentation on website to be treated for viewing only. Only those obtainable at Customer Care Centre would be used for tendering purposes. LEVY (non-refundable): Non-refundable tender fee of N$500.00 (V.A.T. inclusive) Mr. R R van Rooi or Mr K. Uirab Tel: +264 - (0)61 – 290 3303 or 290 2547 Fax: 290 2943 E-mail: [email protected], [email protected] ENQUIRIES OR TECHNICAL: Ms. Uripi Kahorongo Cel: 0811223797 E-mail: [email protected] Windhoek Customer Care Centre Tel: +264 - (0)61 – 290 3301/3302/ 3334 E-mail: [email protected], [email protected], ENQUIRIES [email protected] PROCUREMENT: OR Ms. Uripi Kahorongo Cel: 0811223797 E-mail: [email protected] Property Management – P O Box 59, Windhoek Customer Care Centre DELIVERY ADDRESS: BLACK tender box, marked as OTJOMUISE EXTENSION 4 PHASE 3 /2013, City of Windhoek - Independence avenue, Windhoek.

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses

TENDER SECTION A

CITY OF WINDHOEK

FORM OF TENDER

TENDER FOR UNIMPROVED PROPERTIES IN OTJOMUISE EXTENSION 4, PHASE 3.

A2 TENDER CONDITIONS

A2.1 These conditions of tender are issued by the Office of the Chief Executive: Manager Property Management of the City of Windhoek in collaboration with Betula Nigra Investments (Pty) Ltd following a public –private partnership arrangement and further in terms of Section 63(2) of the Local Authorities Act 1992 (Act No. 23 of 1992).

A3 TENDER DOCUMENTS

A3.1 One set of original documents consisting of a number of volumes stated in A14 herein, shall be made available against a non-refundable levy as stated in A1 above. The tenderer must submit Two tender proposals, the original document and one copy thereof, on or before the date of closure. The Tender is subject to tender procedures of section 63(2) the Local Authorities Act 23 of 1992.

A3.2 It is the tenderer’s responsibility to check completeness of different Parts of the tender, preferences to be claimed and documents attached including number of pages, tender drawings etc. Prospective tenderers are free to visit the Property Personnel at the Katutura Customer Care Centre, Independence Avenue for assistance and guidance before completion of the documents. A list of tenderers making enquiries will be kept for future reference.

A4 COST OF TENDERING

A4.1 The cost of tendering, submission of Diagrams and Plans and other documentation required or appointment of contractors or consultants by a tenderer to prepare tender documents or drawings is the tenderer’s responsibility and must be done at its own cost and will not be refunded by City of Windhoek.

A5 LODGING AND OPENING OF TENDERS

A5.1 The completed Two tender proposals, the original document and one copy thereof, Documents and Annexures, Schedules and Appendixes, duly completed, initialed and signed, must be parceled together and sealed and endorsed on the outside with the name, number and due date of the Tender together with the name and address of the Tenderer. A5.2 Tenders not completed in all respects shall be disqualified1 or which were incorrectly completed or which did not have the required supporting documents required, shall be disqualified. Tenderers must peruse the footnotes given as guidelines. A5.3 Telegraphic, e-mailed and facsimile tenders are not acceptable and will be disqualified. A5.4 Only one Erf per Tenderer will be considered and no alternative tender allocation will be considered. A5.5 Tenderers should note that some erven are invited for the undertaking of private township development on it and for which the Development Agreement is to apply, whilst for general residential erven subdivision of the erven will not apply and sectional title development is preferred.

A6 EVALUATION

A6.1 The tenders received will be evaluated according to a points system. A6.2 The points system for this tender is set out in Tender Section B: Part 4 to the Conditions of Tender.

1 Note all clauses and footnotes that indicate when a tender may be disqualified. Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses

A6.3 The tenderers will be evaluated in respect of its credit rating within the Council and previous default and breaches of Contract occurred and may be disqualified if such default is indicated by the Finance Department. A6.4 The tenderer must not have defaulted in respect of any tender or development condition in respect of a previous sales or tender or auction conditions in respect of a property directly acquired from the Council. A6.5 The Tenderer’s experience in land delivery or sectional title and private township development will be evaluated including the professional team to be involved.

A7 COMPLIANCE AND ALTERNATIVES

A7.1 Tenders submitted must comply strictly with the requirements of these documents.

A8 VALIDITY AND ACCEPTANCE

A8.1 Tenders shall remain valid for acceptance after date of closing of tender for a period of ONE HUNDRED AND TWENTY (120) days. A8.2 The acceptance of any tender, if such acceptance is conditional upon proposed variations or counters proposals, shall not be construed to constitute a counter offer by the City of Windhoek. A8.3 The City of Windhoek does not bind itself to accept the highest or lowest or any other tender. A8.4 The purchase considerations tendered for the Erven and development investments as stated in Tender Section B, Part 2 shall be binding. [Tenderers should note that the City of Windhoek fixed the upset prices for the above-mentioned Erven and lower purchase considerations tendered would not be considered. The said upset prices are reflected in Tender Section B, Part 2, *Table A.]

A9 CONFIDENTIALITY & COPYRIGHT

A9.1 Tender documents issued by or on behalf of the City of Windhoek shall remain within the copy right of the City of Windhoek. A9.2 Tenderers shall treat all aspects pertaining to this tender as confidential and shall not disclose details to third parties except for bona fide tendering purposes.

A10 DEFAULTS

A10.1 A tenderer withdrawing his/her/its tender within the period of validity after date of closing of tender or failing to enter into a contract when called upon shall pay to the City of Windhoek default damages stated in the Tender Section B: Part 3 and the Deed of Sale attached to the Conditions of Tender. A10.2 Default Damages shall be an amount to which the City of Windhoek is entitled without proof of losses or damages incurred. A10.3 The City of Windhoek reserves its rights to take legal steps against a defaulting tenderer in addition to A10.1 above. A10.4 The tenderers must note the provisions contained in clause A6.3 and A6.4.

A11 PREFERENCES

A11.1 Preferential allocation of tenders shall be considered by the City of Windhoek. A11.2 Copies of the said Evaluation Preferences and Point System in terms of Council Resolution 317/10/2002 are set out in Tender Section B, Part 4 and to be completed by Tenderer in Tender Section B, Part 1. A11.3 The onus is on tenderers to submit as part of this tender a claim for preferences in terms of the said Tender Section B, Part 1 including copies of relevant documentary proof suitably certified and satisfactory to the City of Windhoek. Should documentary and supporting documents not be attached in support of a preference, no such preference shall be considered. A11.4 The City of Windhoek reserves the right to reject or adjust tenders containing claims for preferences which are deemed incomplete or unsatisfactory or if the tenderer failed to submit proof of preferences claimed. A11.5 The City reserves the right to reject a tender received, if a default as set out in A10 has previously occurred. Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses

A12 ADDITIONAL CONDITIONS OF TENDER

If additional conditions of tender are applicable, these are set out in the Tender Sections B and C of the Conditions of Tender and the draft Deed of Sale and Development Agreement.

A13 ENQUIRIES

A13.1 All enquiries in connection with this tender shall be directed in writing (fax or e-mail acceptable) to the contact person(s) as advertised in Part A.1 with a cut-off date of seven calendar days before date of closing of tender.

A13.2 Replies to enquiries will be issued to all tenderers in the form of addenda to be initialed and submitted by tenderers as part of the tender.

A13.3 Any verbal information given or perceived to have been given shall not be binding on the City of Windhoek.

A14 Format of Tender

Kindly ensure that each page of the document and Annexures, Schedules, Appendixes accompanying the two Tender Forms are initialled by all parties and documents fully signed by the tenderer and two witnesses.

The Tender Form consists of different Parts, being  Tender Section A and  Tender Section B (Parts 1 to 5) and  Tender Section C consisting of o the Draft Deed of Sale and o the Draft Development Agreement if Private Township Development is embarked upon.

Kindly ensure that all supporting documents or certificates have been attached.

A14.1 Tender Section A: Advertisements and Tender Form (all pages to be initialled)

A14.2 Tender Section B: Tender and Tender Conditions (Complete Parts 1 and 2 All pages to be initialled)

A14.2.1 Part 1

Information of Tenderer: To be completed by Tenderer and submission of Proof by Tenderer to be evaluated for price preferential treatment as set out in Tender Section B, paragraph 3 in Part 1 in line with Points System in Tender Section B, Part 4.

A14.2.2 Part 2

Tender Form:

A14.2.2.1 Unimproved Properties offered and to be tendered for by Tenderer: Table A To be completed by Tenderers A14.2.2.2 Payment Methods: To be completed by Tenderer/s and verification certificates (where applicable must be obtained from Council prior to closing date of tender2

2 2 If intention is not clear, the tenderer may be disqualified

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses

A14.2.2.3 Sound Financial Capacity/Administration: Tenderer/s must submit information3 A14.2.2.4 Development Costs: To be completed by Tenderer/s4 A14.2.2.5 Development Period: To be completed by Tenderer/s5

A14.2.3 Part 3

Tender Conditions and Tender Undertaking Must be initialled and Signed by Tenderer and two witnesses6

A14.2.4 Part 4 (all pages to be initialled)

Evaluation Criteria; Points and Preferences

A14.2.5 Tender Section C:

Annexure “A” (all pages to be initialled) Draft Deed of Sale (all pages to be initialled)

“Annexure “B” (Consisting of Draft Development Agreement) Draft Development Agreement (Clause 21.10 Private Township Development)

End of Tender Section A

3 3 If intention is not clear, the tenderer may be disqualified

4 4 If intention is not clear, the tenderer may be disqualified

5 5 If intention is not clear, the tenderer may be disqualified

6 6 If intention is not clear, the tenderer may be disqualified

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses

TENDER SECTION B PART 1

1. PARTICULARS OF TENDERER Name of tenderer : ______(Full names of the person/s, firm or company tendering and who would eventually sign the Deed of Sale must be inserted here.) Name of Person/Company in whose name Property is to be Transferred ------7 Postal Address: ______(Postal addresses of the firm and company tendering must be inserted here if applicable or alternatively the postal and residential addresses of the person/s tendering.)

Physical Residential or Business Address: ______Telephone No.: ______Fax ______Mobile No. ______E-mail ______Contact Person: ______VAT Registration:______Business Registration Number with the City of Windhoek: ______Are there any covering letters/attachments inclusive? "Yes" or "No":______All tendering companies or legal entities are compelled to provide certificates of good standing in terms of the Social Security Commission Act., which are valid during the period of tendering.

The spouse of tenderers Married in Community of Property, tendering for the purchase of the Property, must complete the following for purposes of section 7(1) of the Married Persons Equality Act 1 of 1996:

I ......

(Full names and surname) ID No ...... married to the Tenderer in community of Property or which marriage is governed under the Recognition of Certain Marriages Act 18 of 1991, for the purposes of section 7(1)(a), (b), (c), (g) and (h) and 7(2) of the Married Persons Equality Act 1 of 1996 hereby consent to the Tenderer submitting this Tender and if successful to enter into this Agreement.

...... SPOUSE

7The name of the entity in whose name the property is to be transferred has to be indicated Tender for residential erven Otjomuise Ext 4 Phase 3 September 2013 Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 2 -

2 SPECIFIC PARTICULARS OF TENDERER FOR CONSIDERATION OF PREFERENCES8

Full name of the tenderer to be inserted in Deed of Sale and in whose name transfer is to be effected:9 ______Domicilium Address (Full postal and street address of tenderer for documentation): ______Telephone or contact number: ______

Credit Check Certificate attached: Yes/No10 Certificate obtained from the Department of Finance of the Council prior to Tender closure date must be attached.

3 PARTICULARS FOR TENDER PREFERENCES 3.1 Citizenship/ID/Registration Number: (If foreigner/foreign firm, company or institution full information with regard to work permits, permanent residency, registration et cetera, must be furnished here and be attached to the tender submitted.)

3.2 Designated groups [To be completed by Tenderer Please indicate with X] Designated groups Yes No Racially disadvantaged persons or black-owned enterprise or black-empowered enterprise11 Motivate:

Female12 Person with disabilities13 Motivate:

Note: “Racially disadvantaged persons/ Black Empowerment Group” i.e. all persons who belong to a racial or ethnic group which was or is, directly or indirectly, disadvantaged previously as a consequence of social, economic, or educational imbalances arising out of racially discriminatory laws or practices before the Independence of Namibia and if black empowerment group the shareholding of the company must be listed under motivation to determine if the majority shareholders indeed qualify

A black-owned enterprise is defined as being a business that is at least '50.1%,

8 See subparagraph A11- must be completed, if preference is claimed. 9Must be completed by tenderer: failure to do so will lead to disqualification 10 Complete and attach verification certificate 11 Note the definition with regard to Racially disadvantaged and shareholding in company 12 Note the definition with regard to claim for female preference –if it is a company 13 Note the definition with regard to claim for persons with disabilities Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 3 -

owned by black persons and where there is substantial management control.' The crucial factor is that ownership refers strictly to economic interest in the relevant business. Black people must be eligible to receive at least 50.1% of the profits. The term 'substantial management control' refers to membership of any board or similar governing body of that business.

The quantitative measure placed upon the level of black ownership required in order for a business to be regarded, as a black-owned enterprise is absolute. Should black ownership amount to anything less than 50.1% the business under scrutiny will not qualify as a black- owned enterprise.

A black-empowered enterprise is defined as being 'one that is at least 25.1%, or more, owned by black persons and where there is substantial management control by them. As is the case with a black-owned enterprise, ownership refers to economic interest. In the case of a black-empowered enterprise, management refers exclusively to executive directors

“Disabilities” in relation to a person, include any persistent physical limitation, which restrict such person’s preparation for entry into or participation or advancement in, employment or occupation as attested to with a certificate of a medical practitioner to be attached as proof of such claim.

“Female empowered business” enterprise is defined as being 'one that is at least 25.1%, or more, owned by female persons and where there is substantial management control by females. In the case of a female-empowered enterprise, management refers exclusively to executive directorships of females and the majority shareholding should vest with females as indicated in the motivation

3.3 Tender Evaluation of Preferences under Economic Empowerment and Citizenship

Note: Information required has the objective to evaluate the prospective Tenderer’s activities aimed at Economic Empowerment which has seen an economic transformation process to promote equity and prosperity, especially to SMME’s and Emerging Entrepreneurs for a period of 2 years from the time it is operating in the private sector. This process further aims to uplift communities by encouraging developments to include communities. There are four elements of empowerment namely information, inclusion/participation, accountability and local organisational capacity:

The following information will be evaluated for purposes of the Point System in Section B Part 4: - Emerging entrepreneurs (Less than two years registered as company, but years of experience in land delivery). - SMME’s (must have proof of registration from Ministry of Trade and Industry) - Employment created (creating of employment opportunities) - Previous ownership/shareholding of commercial land within the Windhoek municipal area - Experience in land delivery and professional team involved

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 4 -

3.3.1 Directors/Members of tendering Company/Closed Corporation/ Partnership/ Legal Entity and its shareholding

......

3.3.2 Origin/registration/trade licence number with Ministry of Trade and Industry

(a) Namibia company/contractor/supplier/trader

Registration No. and date:......

Trade licence No. and date: ......

Financial interest held by a foreigner/foreign company (if any, details) ......

(b) Foreign company/contractor/supplier/trader

Country of registration: ......

Registration No. and date:......

Financial interests held by a Namibian/Namibia company (if any, details) ...... (c ) Registration of Business at City of Windhoek under Business registration regulations Registration No. and date: ______

3.3.3 Capital structure Total equity capital: N$ ......

Amount in words: ...... % of total capital: ………………….… Total RD Female Disability14

(a) Capital owned by Namibians/Namibia company: ......

(b) Capital owned by Foreigners/Foreign company: ......

3.3.4 Shareholding: (State shareholding of shareholders and indicate percentages owned by different parties)

14Please indicate the % capital owned by designated group Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 5 -

...... 3.3.5 Particulars of Business/Organisation (In addition, a full Business Plan15 to be submitted) (a) Nature of activities: ......

(b) Is it a small-scale industry according to the Ministry of Trade and Industry? (Yes/No?) ......

If yes, please provide details and attach proof of registration: ...... (c) Is the tenderer located in settlement areas/underdeveloped areas notified by the Ministry of Trade and Industry? (Yes/No?) ......

If yes, please provide details:

...... (d) Particulars of structured training programmes/apprenticeship courses of approved standards for labour/technical staff and managerial cadre/specialised training of women and handicapped persons/other programmes or activities benefiting disadvantaged Namibia citizens/assistance, sponsorship, bursaries, etc. provided to vocational training centres. Attach documentary evidence in support: ......

(e) Particulars of affirmative action programme/activities undertaken such as promoting advancement of disadvantaged Namibian citizen; emerging Namibian entrepreneurship, women and handicapped persons; achieving a balanced structure of managerial cadre, etc. Attach documentary evidence in support: ...... (f) Particulars of Employment Opportunities to be Created if successful in acquiring land for Office or Business purposes: ...... (g) Particulars and Proof of Good Standing with the Social Security Commission has to be submitted. Emerging SMMEs not yet registered with the Social Security Commission would be granted permission to participate in tendering, even though unable to

15A detailed business plan describing the business proposal and including market analysis (size, competition etc.), marketing, financial analysis, management etc. needs to be attached. Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 6 -

produce Good Standing Certificates, but be requested to produce such certificates only once contracts are to be recommended to them.

3.3.6 Organisational strength [Note: Information supplied has to correlate with Social Security Commission Certificate of Good Standing relating to existing organisational strength]

Nr of Number of Total Females Number of formerly Number of Category Number Namibians disadvantaged foreigners Namibians Managing Director/Directors Managers Office personnel/staff Technical supervisors Skilled labour Unskilled labour Contract staff/labour Total No. of women No. of handicapped persons

3.3.7 Buildings and Land owned by Tenderer or tenderers shareholding or membership in legal entities:

Erf Descriptions

Unimproved Erven

Area used Total in m² Area occupied Area built Area used for manufacturing/assembling/workshop Area used for office Area used for storage Others

Documents to be attached: [Note if not attached such preference SHALL NOT be considered]:16

(1) Copy of registration certificate/trade license of Ministry of Trade and Industry. (2) Copy of certificate/document to substantiate any claim as being a small scale industry. (3) Copy of certificate/document to substantiate any claim regarding location in communal areas/underdeveloped areas. (4) Information regarding Contractors/Consultancy Teams/subcontractor/subvendor/subsupplier.

16 Attachments must be numbered and marked - Tender will not be considered if documents are omitted. Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 7 -

(5) Medical certificate substantiating claim of disability (if preferences claimed) (6) Documentary proof regarding training programmes, apprenticeship courses, affirmative action programmes or activities, or other programmes or activities benefiting disadvantaged or handicapped Namibian citizens. (7) Copy of business registration certificate/trade license of City of Windhoek (8) All tendering companies are compelled to provide certificates of good standing in terms of the Social Security Commission Act. Emerging SMMEs not yet registered with the Social Security Commission be granted permission to participate in tendering, even though unable to produce Good Standing Certificates, but be requested to produce such certificates only once contracts are to be recommended to them. Master copies of such certificates are not acceptable. (9) Copy of Founding Statement as well as shareholding certificates of Legal Entities (10) Particulars and Experience of Professional Team(Professional Civil and Electrical Engineer, Professional Town Planner, Surveyor and Conveyancer, Quantity Surveyor (11) Particulars of Experience in Land and Housing Delivery, sectional title and Private Township Development

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 8 -

TENDER SECTION B:

PART 2

TENDER FORM

1 TENDER

The tenderer/s in Tender Section B Part 1 hereby tender/s to purchase from the City of Windhoek the unimproved property as set out in Table A hereunder, for a total purchase consideration and development as tendered in Table A. Please note that tenders may not be submitted in the alternative and only one erf per tenderer will be considered. Should the space provided not be sufficient, please provide the additional information on a separate page (in a similar format). The additional page should also be properly initialed.

2 TENDERED PRICE: To be completed by Tenderer/s17: Please note that tendered price must be completed excluding VAT payable. NOTE: NO TENDERS IN THE ALTERNATIVE ARE ACCEPTABLE

*TABLE A

TENDERED ALTERNATIVE UPSET TENDERED ZONING/ DEVELOPMENT/ PROPERTY ERF NO EXTENT m² PRICE18 PRICE DENSITY RENOVATION20 N$ *N$19 *N$

General Residential or Sectional Title Development ‘residential’ 2196, 1:250, with a Southampton 2 847,78m² N$495 428 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2197, 1:250, with a Southampton 2 638,32m² N$458 989 N$ N$ maximum of 10 Street dwelling units ‘residential’ 2257, 1:250, with a Stockholm 3 003,49m² N$522 517 N$ N$ maximum of 12 Street dwelling units ‘residential’ 2264, 1:250, with a Stockholm 2 867,30m² N$498 824 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2265, 1:250, with a Strasbourg 4 066,88 m² N$707 515 N$ N$ maximum of 16 Street dwelling units ‘residential’ 2266, 1:250, with a Strasbourg 2 849.95 m² N$495 806 N$ N$ maximum of 11 Street dwelling units

17 This part must be correctly completed otherwise tender would be disregarded 18 Note subparagraph 3.1.2 of Part 3. See subparagraph 3.1 of Part 2 19 Fill in ground price tendered. Note disqualification warning if failure to complete 20 Fill in full development/renovations intended see subparagraph 5.1 of Part 2 Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 9 -

TENDERED ALTERNATIVE UPSET TENDERED ZONING/ DEVELOPMENT/ PROPERTY ERF NO EXTENT m² PRICE18 PRICE DENSITY RENOVATION20 N$ *N$19 *N$ ‘residential’ 2267, 1:250, with a Strasbourg 2 762,73 N$480 632 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2268, 1:250, with a Strasbourg 2 832,28 N$492 732 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2269, 1:250, with a Strasbourg 2 901,86 N$504 837 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2270, 1:250, with a Strasbourg 2 900,00 N$504 513 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2271, 1:250, with a Strasbourg 2 869,78 N$499 256 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2272, 1:250, with a Strasbourg 2 825,13 N$491 488 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2273, 1:250, with a Strasbourg 2 907,01 N$505 733 N$ N$ maximum of 11 Street dwelling units ‘residential’ 2274, 1:250, with a Strasbourg 4 646.77 N$808 399 N$ N$ maximum of 18 Street dwelling units ‘residential’ 2195, 1:250, with a Southampton 5 789.91 N$1 007 271 N$ N$ maximum of 23 Street dwelling units ‘residential’ 2219 1:150, with a Stockholm 5 324,42 N$1 111 547 N$ N$ maximum of 35 Street dwelling units ‘residential’ 2181, Kitcher 1:250, with a 14 036,69m² N$2 441 963 N$ N$ Street maximum of 56 dwelling units ‘residential’ 2220, 1:150, with a Stockholm 10 093,12m² maximum of N$2 107 080 N$ N$ Street 100 dwelling units

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 10 -

TENDERED UPSET TENDERED ZONING/ DEVELOPMENT/ ERF NO EXTENT m² PRICE21 PRICE DENSITY RENOVATION23 N$ *N$22 *N$

Business Erf

2316, ‘Business’ Stockholm 1 781,33m² with a bulk N$ 934 147 N$ N$ Street factor of 1 to 1.0

(Hereinafter referred to as the "PROPERTY")

3 TENDERED PAYMENT METHOD24 (Applicable Method elected To be completed by Tenderer/s)

3.1. The tenderer undertakes to pay the tendered purchase consideration for the Property in clause 2 of Part 2 of Tender Section B as follows:

3.1.1 Cash25

The total purchase price totalling N$...... (………………………………………………………………………………………… ………………………………………………. Namibia Dollars and …………………. Cents) is payable in cash or per bank guaranteed cheque within forty eight (48) hours from date of sale: Provided that should payment be late the SELLER may grant extension of time in terms of the provisions of clause 4.3 hereof and if payment is made after 48 hours from the date of sale, interest thereon, at the rate of fifteen per cent (15 %) per annum is payable.

 26OR 27

*3.1.2. Bank Guarantee28

The total purchase price, together with interest thereon, calculated at the rate of 15 % (fifteen percent), calculated annually in advance on an annuity basis from the date of sale of the PROPERTY to payment thereof, shall be payable on or before date of registration of transfer of the PROPERTY into the name of the successful Tenderer. The successful Tenderer undertakes to provide a Bank or Building Society Guarantee to the Council, payable against registration of transfer, for the full purchase price and interest within 30 (thirty) days from the Date of Sale as per the attached Deed, plus 15 % Value Added Tax where applicable.

 OR29

21 Note subparagraph 3.1.2 of Part 3. See subparagraph 3.1 of Part 2 22 Fill in ground price tendered. Note disqualification warning if failure to complete 23 Fill in full development/renovations intended see subparagraph 5.1 of Part 2 24 Delete the method of payment not applicable 25 Delete the method of payment not applicable. Note disqualification warning if failure to elect method of payment. 26 Delete method of payment not applicable-failure to do so may lead to a disqualification 27 For the next two methods of payments, the tenderer must obtain verification certificates from City prior to the closing date of the tender and which must be attached to the tender. 28 Delete the method of payment not applicable Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 11 -

3.1.3 Payment of Non-Refundabledeposit together with bank guarantee

A non-refundable fee of 0, 5 % of the accepted tender amount being N$...... is payable within 48 hours from the date of the Tender Allocation: Provided that the Tenderer within the periods allowed in Annexure “E” signs the Deed of Sale and submits and secures a Performance Bank Demand Guarantee for the total purchase price, together with interest thereon, calculated at the rate of 15 % (fifteen percent), calculated annually in advance on an annuity basis from the date of sale of the PROPERTY to payment thereof, which shall be payable on or before date of registration of transfer of the PROPERTY into the name of the successful Tenderer. The Successful Tenderer undertakes to provide a Bank or Building Society Guarantee to the SELLER, payable against registration of transfer, for the full purchase price and interest within 60 (thirty) days from the Date of Sale as per the attached Deed, plus 15 % Value Added Tax where applicable.

*** To be completed or deleted by Tenderer/s

NOTE: At the time of signing of this Tender, one of the methods of payment 3.1.1 or 3.1.2 or 3.1.3. is to be agreed upon and the alternative which is not applicable, is to be struck out and the striking out is to be initialled by the Tenderer.

4 CONDITIONS PRECEDENT

4.1 It is a condition precedent to this Tender that if the applicable payment or applicable guarantee or service account amount, as set out below under “Payments” in clause 4.4 is not made or submitted timeously, this Tender will not commence but will be null and void.

4.2 Notwithstanding the provisions of clause 7 (Date of Sale and Occupation) of the attached Deed, occupation shall not be given prior to the fulfillment of the applicable condition and transfer subject to the conditions contained in the Development Agreement.

4.3 The City of Windhoek in its sole discretion may apply the provisions hereof or grant extension of time for payment/submission of a guarantee, subject to payment of interest in the case of both payment methods. Should the City of Windhoek elect to so grant extension of time it shall not derogate from the condition precedent created in this clause of Part 2 of Tender Section B.

4.4 Payments:

4.4.1 Payment as per sub clause 3.1.1 plus the amount in clause 4.4.4; or

4.4.2 Provision of a Bank or Financial Institution Guarantee as per subclause 3.1.2 of this part 2 within sixty (60) days after having been requested to do so plus the amounts in clause 4.4.4

4.4.3 Reservation Fee in 3.1.3 within 48 hours from the date of the Tender Allocation and

29 Delete the method of payment not applicable. This method is available for Township Development. Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 12 -

Provision of a Bank or Financial Institution Guarantee as per subclause 3.1.3 of this part 2 within thirty (30) days after having been requested to do so plus the amounts in clause 4.4.4

Note: the payment method under 3.1 shall follow that elected, or deemed to have been elected, under either of clauses 3.1.1, 3.1.2 or 3.1.3 of this Part 2)

4.4.4 In addition to the above payments in either clauses 4.4.1; 4.4.2 or 4.4.3 of this Part 2 an amount of N$ ...... ( ...... ) Namibia Dollars) is payable against the signing of the Deed of Sale which will be credited towards the rates and service account of the successful Tenderer.

4.4.5 The full payment of 15% VAT in cash or bank guaranteed cheque on the tendered purchase price, if payable, shall be payable on the date of sale and may not be included in a Bank or Financial Institution Guarantee.

4.5 Condition Precedent Applicable to Purchaser

It is a further condition precedent to this Tender that the Tenderer of an Erf must submit to submit proof and substantiate that he/she /it has the financial means to acquire the PROPERTY by the submission of a financial institution undertaking for funding or proof of financial means to pay the purchase price, the provision of the infrastructure as per the Development Agreement or other proof of his/her/its income indicating an affordable minimum income as determined by the SELLER from time to time to purchase the PROPERTY and comply with the Development Agreement. The sale is further subject to the conditions that the Tenderer has a sound credit rating, if investigated, and no previous defaulting Erf sales record or cancellation of a tender or auction sale with the City of Windhoek. The City of Windhoek will treat the above information in strict confidence.

4.6 Failure to properly complete tender

Should clauses 2 or 3.1 or 4or 5 of this Part 2 of Tender Section B of this Tender not be properly completed or should the method of payment, which is not applicable, not be properly struck out and initialled or should the tender not be signed or all pages initialled, the Tender shall be disqualified.

4.7 Financial Proof of Soundness/Financial Undertaking/Guarantee (MUST BE SUBMITTED BY TENDERER, if not the Tender shall be disqualified.

*** I/We the tenderer/s referred to in Part 1 of Tender Section B attach hereto my/our proof of financial standing/capability/ statement/s of my/our approved financial institution or proof of my income indicating that I can afford the financial obligations under the Deed of Sale and the Development Agreement

4.8 Good Standing In Terms Of the Social Security Commission

All tendering companies are compelled to provide certificates of good standing in terms of the Social Security Commission Act. Master copies of such certificates are not acceptable. Emerging SMMEs not yet registered with the Social Security

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 13 -

Commission be granted permission to participate in tendering, even though unable to produce Good Standing Certificates, but be requested to produce such certificates only once contracts are to be recommended to them.

4.9 The tenderers will be evaluated in respect of its credit rating within the Council; and if previous default and breaches of Contract with the Council occurred.

4.10 The tenderer must not have defaulted in respect of any tender or development condition in respect of a previous sales or tender or auction conditions in respect of a property directly acquired from the Council.

5 TENDERED DEVELOPMENT: DEVELOPMENT COSTS AND COMPLETION DATE30

The tenderer/s in Tender Section B Part 1 hereby tender/s to–

* 5.1 Develop the Property in Table A as tendered as follows (or refer to business plan where a detail business proposition is furnished).

…………………………………….……………………………………………………… ……………………………………………………………………………………………. ………………………………………………………………………………………….… and

5.2 Complete my/our full development on or before ………………………….. ……….201…… 31

* 5.3 Spend the following capital 32

N$ ...... (…………………….……………………………… ......

...... ) Namibia Dollars) in erecting improvements on the Property [excluding escalation and the ground price tendered]

NOTE: TENDERERS SHOULD NOTE THAT THOSE TENDERS WITHOUT THE ABOVE-MENTIONED INFORMATION, WITH RESPECT TO PARTS 5.1 TO 5.3, WOULD BE DISQUALIFIED.

30Must be completed by tenderer otherwise tender will not be evaluated as point system applicable. 31 Must be completed 32 Must be completed Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 14 -

TENDER SECTION B

PART 3

CONDITIONS OF TENDER

1 TENDER DOCUMENTS

1.1 On submission of a Tender, Tenderers will be deemed to have acquainted themselves fully with the: 1.1.1 Tender Documents, 1.1.2 Tender Agreement, 1.1.3 the site conditions and access thereto, 1.1.4 local laws and requirements, documents required and 1.1.5 all aspects of the tender, prior to tendering, submission of the tendered purchase consideration and submission of their Tender.

1.2 Parts 1 and 2, Tender Section B must be properly completed. 1.3 All pages of the Tender Form as well as the Tender Agreement (Deed of Sale), the Development Agreement and all Annexures, Sections must be initialed and be fully signed by the Tenderer and two witnesses at the spaces where it is required. 1.4 All prices quoted and payments shall be in Namibian Dollar. 1.5 Tenderers must take note that the successful tenderer has to bear all the costs with regard to planning, design, connection, construction costs of additional infrastructure and improvements, if need be, on the Property. 1.6 Tenderers should note that tenderers would not be entitled to submit tenders in joint ventures with undisclosed partnerships and could be disqualified for doing so. 1.7 The tenderer must only tender for one erf only and Table A may be used for this purpose. 1.8 In evaluating Paragraph 5 of Part 2, Tender Section B the following will be considered:

- Would the immediate surrounding community object to the proposed development?

- Would the development supplement the area?

- Would the development be of any benefit to the surrounding community?

1.9 The terms and conditions of the Tender and Annexures (Tender Agreement hereinafter referred to as the Deed of Sale will form an integral part of this sale together with any other documents drawings, plans,, which may accompany the same.

1.10 Good Standing In Terms Of The Social Security Commission All tendering companies are compelled to provide certificates of good standing in terms of the Social Security Commission Act for its full staff complement. Emerging SMMEs not yet registered with the Social Security Commission be granted permission to participate in tendering, even though unable to produce Good Standing Certificates, but be requested to produce such certificates only once contracts are to

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 15 -

be recommended to them.

The Certificate of Good Standing has to be valid for the tender period and be for all registered employees of the tenderer.

1.11 Any Company, closed corporation or business entity must submit proof that such business has been registered with the City under its Business Registration Regulations, 2006.

2 DISQUALIFICATION

2.1 Any corruption as defined in the Anti-Corruption Act 2003 (Act No. 8 of 2003), bribery, coercion, canvassing, lobbying or any attempt thereto in order to influence or to intervene in or attempt to influence the awarding of the tender, whether directly or indirectly, or the obtaining or an attempt to obtain confidential information belonging to the City in respect of the tender, or any party purporting to represent the tenderer (even though not employed or being a director or shareholder) in doing so will result in disqualification of the tenderer/s concerned.

2.2 Non-compliance with the formal requirements of the tender, for example comprehensive signing or initialling of tender documents, provision of proof of financial ability, provision of details and sketch plans (if required) of the proposed development/renovations or alteration and other improvements will result in disqualification of the tenderer/s concerned33. Prospective tenderers are free to visit the offices of the Property Division, Katutura Customer Care Centre for assistance and guidance before completion of the documents. A list of tenderers making enquiries will be kept for future reference.

3 INFORMATION AND DOCUMENTS TO ACCOMPANY TENDER34

3.1 Tenderer/s must submit, if indicated, the following documents and must complete the following information on the tender documents:- 3.1.1 The particulars of the tenderer/s as stated in Tender Section B, Part 1 and Evaluation Criteria for Preference Criteria claimed. Tenderer must complete information required of Experience in Township Development? Tender Section B, Part 1 Tenderer must complete its lists of Professionals (Engineers, Town Planner, Surveyor, Conveyancer and Quantity Surveyors) to be used in the Project? Tender Section B, Part 1 The Tenderer must complete the purchase consideration tendered for the Erf/Erven as stated in Tender Section B: Part 2;clause 2 [Tenderers should note that the City of Windhoek fixed the upset prices for the Erven and lower purchase considerations tendered would not be considered. The said upset price is reflected in Tender Section B: Part 2 Table A.] The method of payment, which the tenderer/s will use, for payment of the Erf/Erven in terms of the Deed of Sale, should the tender be allocated. The proposed uses of the PROPERTY. The tenderer should state whether

33This condition is material to the tender being considered or not 34This condition is material to the tender being considered or not Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 16 -

subdivision or sectional title development is intended for residential block erven. Description and brief details of the proposed development/renovation or alteration. The completion date of proposed development/renovation or alteration. The estimated development/renovation or alteration costs and capital to be invested in development/renovation or alteration of the PROPERTY (escalation and ground price tendered excluded).

3.2 The following documents must be completed (as far as applicable) and accompany the tender35:

3.2.1 Evidence that the tenderer is financially in a position to pay the full tendered purchase price consideration. Where the tenderer does not possess own finances but intends making use of any loan, proof must be submitted that such loan is available and indicate the terms under which it is available. 3.2.2 It will be sufficient proof of the condition set out in sub-paragraph (3.2.1 above) of Part 3 if the tenderer submits a letter of a financial institution regarding the tenderer’s financial standing or rating or an undertaking or a statement from a recognised bank or financial institution together with its tender in which it is declared that the said recognised bank or financial institution would issue a performance demand guarantee to finance the acquisition and development as per the Development Agreement, if the tenderer should be the successful tenderer or alternatively that the tenderer has funds available to enable it to carry out the responsibilities under the tender to the fullest extent. Tenderers should note that the full tendered price and township development must be secured. Tenders submitting a letter merely covering non-refundable deposits will be disqualified. 3.2.3 Tenderer/s married in community of property must prior to signing the tender obtain the written approval of their spouse as indicated in subparagraph 6 of Part 2 and submit the same together with their tender 3.2.4 Tendering companies or legal entities must submit proof of good standing with the Social Security Commission. Emerging SMMEs not yet registered with the Social Security Commission be granted permission to participate in tendering, even though unable to produce Good Standing Certificates, but be requested to produce such certificates only once contracts are to be recommended to them. 3.2.5 Tenderers must submit proof of preferences claimed in Part 1. 3.2.6 Tenderers that operate as a company, closed corporation or business must submit proof that such business has been registered with the City under its Business Registration Regulations,

4 CLOSING DATE, TIME AND PLACE OF TENDER AND ATTESTATION OF FINAL DOCUMENTS

4.1 The completed Documents, duly completed and signed, must be parceled together and sealed and endorsed on the outside with the name, number, due date of the Tender, the name and address of the Tenderer together with the number of the Erf tendered for. 4.2 The tender shall close at 11:00 on Tuesday 08 October 2013. No tenders which have

35This condition is material to the tender being considered or not

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 17 -

not been deposited in the tender box, at Town House, 80 Independence avenue, Windhoek, by 11:00 on Tuesday, 08 October 2013 will be considered. 4.3 In the event of a tender being allocated, the successful tenderer hereby undertakes on receipt of the formal Deed of Sale or Reservation Documents, to sign the Deed of Sale or in event of reservation, the reservation letter and to return same within SEVEN (7) days after receipt thereof to the Municipal Offices, Windhoek. Failing to comply herewith may lead to the application of clause 12 of the Deed of Sale.

5 ALLOCATION OF TENDER

5.1 The City of Windhoek shall not be obliged to accept any or all of the tenders but reserves the right to refuse to accept any or all tenders without submitting reasons therefor. 5.2 The Tender allocation will be limited to one Erf per Tenderer even though such tenderer scored the highest points during the evaluation of the tender 5.3 The City of Windhoek may, at its own discretion also call for further tenders, and/or to negotiate privately, should it be advisable in the City of Windhoek's opinion after considering the response to this tender. 5.4 Tenderer/s should note that the tender would not necessarily be allocated to the highest tenderer, but for the best proposals from which the community would financially or otherwise prima facie benefit the most, and the Tender Criteria attached as Tender Section B, Part 4 plus its experience in land and housing delivery, sectional title or private township development and its professional team will be used in evaluation of Tender Proposals 5.5 It is an expressed and non-negotiable condition of this tender that the City of Windhoek, its councillors, employees, contractors, consultants or any other party whomsoever does not give or imply any warranties with regard to any aspect of this tender, nor that any representations or statements made by one or more of the parties identified above, shall be of any force or effect. 5.6 Tenderers must acquaint themselves with the provisions of clause 14 of the Deed of Sale pertaining to the sale of the properties “as are”. The Tenderer herewith explicitly agrees in favor of the Council that no compensation will be payable for patent or latent defects and no reduction of the purchase price will be considered or effected to compensate for the same nor would the tenderer be allowed to cancel this agreement after discovery of the same.

6 LEGAL SYSTEM APPLICABLE

6.1 The legal system applicable to this tender and any agreements arising therefrom will be that of Namibia. The elected domicilii of any agreement will also therefore be that of Namibia. 6.2 In the case of reference to any legislation in this tender or any documents accompanying same, such reference shall also include the reference to any possible amendment thereto or legislation coming into the place of the existing legislation. 6.3 This tender shall also include all guidelines, documents, plans, et cetera which are submitted with the tender or which are referred to in the tender documents.

7 ERECTION AND USE OF BUILDINGS AND USE OF LAND

7.1 A Prospective Purchaser should note:

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 18 -

7.1.1 That for purposes of this Tender means the subdivision of land into more than 11 erven and for which the Namibia Planning Advisor Board (NAMPAB) must approve the need and desirability.

7.1.2 That in event of the project being evaluated as a project, the Draft Development Agreement is applicable and the minimum erf size of 300m² shall apply.

7.1.3 No subdivision will be allowed under a “general residential“ zoning, but should the prospective tenderer wish to subdivide the Erf, the Urban Planner should be contacted for an appropriate rezoning and density amendment, which should be stated in the proposed tender.

7.2 Any tenderer who intends to use the PROPERTY FOR OTHER PURPOSES THAN ITS PRIMARY USE, should therefore beforehand get the necessary consent of the City of Windhoek for such a "consent use" and, should mention in its tender document and development proposals that such a consent would be applied for.

8 MUNICIPAL AND TELECOM SERVICES

8.1 The Tenderer accepts the fact that it must negotiate directly during the planning stage and before any construction drawings are approved, with the Strategic Executive: Electricity Services with regard to the availability and provision of additional electricity as well as alternatives available and to discuss the means and costs involved for providing electricity to the proposed development/renovation or alteration. Electricity supply will be limited to 3x60 amps and should more than 3 x 60 amperes electricity be required, tenderers in that event provide at own cost an electricity substation building or make alternative arrangements with the Strategic Executive: Electricity Services.

8.2 Tenderers should note that the prepayment method for supply of electricity might be introduced on the Property to the sole option of the Municipal Council.

8.3 The successful tenderer undertakes to contact Telecom Namibia or any other telecommunications utility during the planning stage with regard to the availability of services, supply and costs related to such supply as well as to the requirements of Telecom or any other telecommunications utility regarding plans, provision of exchanges (where relevant), as well as the requirement to submit site and electrical layout plans for approval relating to the position and nature of Telecom’s or any other telecommunications utility’s services. The City of Windhoek can give no undertakings in this regard.

8.4 The Tenderer must note that where permanent structures such as tar roads, paving of pavements, bridges and/or accesses are to be effected on a Property, Telecom Namibia should be contacted during the planning phase in order to install sleeves to accommodate possible future services.

8.5 The successful tenderer undertakes, during the planning phase to clear the location and availability of electricity, water, sewer and other municipal services with the Departments of the Strategic Executive: Electricity Services or the Electricity Distributor Company to be established and the Strategic Executive: Infrastructure, Water and Technical Services, respectively. The PURCHASER must ascertain which of the existing municipal services may influence its future upgrading or Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 19 -

development/renovation or alteration or design and on which point such services will be connected. Access points and parking layouts (where applicable) should be cleared during the planning phase to the satisfaction of the Strategic Executive: Transportation.

8.6 The Tenderer must note that municipal services are provided to the erf boundary and all other internal municipal services are to be provided at own costs and internal house service connection would be for the account of the Tenderer.

8.7 The Property shall be subject to the reservation by the City of Windhoek of the right of access and use without compensation of the area 3 meters parallel with any boundary for the construction and maintenance of municipal services in respect of water, sewerage, drainage, electricity and gas, which right includes the right to place on such erf temporarily any materials that may be excavated or used during such operations on the erf or any adjacent erf.

8.8 Stormwater must be accommodated on the erf to the satisfaction of the Strategic Executive: Transportation on the account of the successful tenderer.

8.9 The prospective tenderer/s must acquaint itself with the special conditions as stipulated in clause 21 of the Deed of Sale and where Private Township Development is intended, the provisions and conditions of the NRS and SANS and Council Standards and Specifications included therein.

9 COMPANIES, CLOSED CORPORATIONS AND NOMINEES

In the event that the PURCHASER is purchasing the PROPERTY on behalf of a company, a closed corporation in the course of formation or a nominee, it shall be a special condition that:

(a) The provisions of section 42 of the Companies Act 28 of 2004 and section 53 of Close Corporations 26 of 1988 and the provisions of the Transfer Duty Act 14 of 1993 pertaining to the payment of transfer duty, shall have been complied with; and

(b) The company, closed corporation or identified nominee accept and ratify the sale and any agreement which may arise there from in writing within thirty days from the date of sale, failing which the signatory hereby agrees in favour of the Municipality that the signatory shall be bound to the Deed of Sale and the signatory shall be deemed to have signed and entered into this sale in his/her personal capacity.

Section 42 of the Companies Act, No. 28 of 2004 reads as follows:

42 Power as to pre-incorporation contracts

Any contract made in writing by a person professing to act as agent or trustee for a company not yet incorporated is capable of being ratified or adopted by or otherwise made binding upon and enforceable by that company after it has been duly incorporated as if it had been duly incorporated at the time when the contract was made and that contract had been made without its authority, but, the memorandum on its registration, must contain a statement with regard to the ratification or adoption of or the acquisition of rights and obligations in respect of that contract, and that two copies of that contract, one of which must be certified by a notary public, have been lodged with the Registrar together with the lodgement for

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 20 - registration of the memorandum and articles of the company.

Section 53 of the Closed Corporation Act, No. 26 of 1988 reads as follows:

"53(1) Any contract in writing entered into by a person professing to act as an agent or a trustee for a corporation not yet formed, may after its incorporation be ratified or adopted by such corporation as if the corporation had been duly incorporated at the time when the contract was entered into.

53(2) The ratification or adoption by a corporation referred to in subsection (1) shall be in the form of a written consent of all the members of the corporation, given within a time specified in the contract or, if no time is specified, within a reasonable period of time after incorporation.

Where the Deed of Sale is entered into on behalf of another person or a legal person, it must be accompanied by the necessary Power of Attorney and, where applicable, a certified extract of the Minutes of the legal person.

Where these conditions are not complied with or should the proposed company, closed corporation or nominee not ratify the Agreement in writing in the specified time, the signatory hereby agrees in favour of the Municipality that the signatory shall be bound in his/her personal capacity in the event where the other person or legal person is not legally bound hereto.

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 21 -

TENDER SECTION B PART 4

Evaluation Criteria; Points And Preferences

The following evaluation criteria and preferences in evaluation of tenders for municipal owned land, if the tenderer complied with the Tender Conditions; shall apply

Criteria 1: Designated groups36 20

- Racially disadvantaged persons 13 - Women 4 - Persons with disabilities 3

Criteria 2: Economic empowerment37 16

- SMME’s / Emerging enterprises 8 - Community participation / Employment creation 8

Criteria 3: Namibian citizens 15

Criteria 4: Development proposal38 15

Criteria 5: Tender price39 70

------

Check List: Compliance with tender conditions and completeness of tender

- Particulars of Tenderer complete? Who is the tenderer and who is representing the tenderer in event of a legal entity? Tender Section B Part 1,

- Did the Tenderer complete the Information required for Tender Preferences? Tender Section B, Part 1

- Was the property tendered for clearly indicated? The tender must clearly indicate for which property a tender proposal is made Tender Section B, Part 2 clause 2, Table A

- Was a price tendered and was the amount tendered above the upset price indicated or not? Tender Section B, Part 2, Clause 2, Table A

- Was a financial undertaking submitted? Tender Section B, Part 2, Clause 4

36See Section B Part 1, Clause 3.2 37See Section B, Part 1, Clause 3.3 38As tendered in Section B, Part 2, clause 2, Table A read with clause 5 39 39As tendered in Section B, Part 2, clause 2, Table A read with clause 3

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 22 -

- Was capital investment stated? Tender Section B, Part 2, Clause 5

- Was completion date stated? Tender Section B, Part 2, Clause 5

- Was intended development fully described? A clear indication has to be given what development the tenderer intends. Tender Section B Part 2, Clause 5

- Was method of payment stated? Tender Section B Part 2, clause 3

- Was Conditions of Tender/Deed of Sale/ Development Agreement/Annexures initialed on each page and signed by the Tenderer and two witnesses? Full document plus Annexures and Sections

The following are looked at in evaluating the completeness of a tender:

- Is the tenderer a Namibian citizen or a local company, close corporation or other local association?

- Did the tenderer indicate a contact address or not?

- Did the tenderer ensure that all documents required were submitted? Tender Section B Part 3, clause 3

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 23 -

TENDER SECTION B Part 5 1. UNDERTAKING

1.1 I/We the tenderer/s in Part 1of Tender Section B hereby undertake not to revoke this offer nor to amend it within ONE HUNDRED AND TWENTY (120) days of the closing date of this tender and that my/our tender may be accepted at any time within the aforesaid period of ONE HUNDRED AND TWENTY (120) days.

1.2 I/We further undertake to, after successful allocation of the tender, enter into a formal agreement or tender reservation which expresses the terms and conditions of this tender at the choice of the City of Windhoek, to make the applicable payments and to sign the formal agreement or documents after requested thereto and to return the signed documents within SEVEN (7) days after such request.

1.3 In the event of the failure to do so, the City of Windhoek may evoke clause 12 of the Deed of Sale and cancel the Agreement claiming damages in accordance with the Tender Regulations of this City of Windhoek and/or the Deed of Sale.

1.4 Until a formal agreement is drawn up and executed, this tender (inclusive of all annexures and documents submitted therewith) together with a copy of the written acceptance thereof by the City of Windhoek, shall constitute a binding agreement between us.

______SIGNATURE OF TENDERER40

N.B. THIS TENDER IS INVALID IF NOT SIGNED HERE!

NOTE :

(a) The tenderer must initial all pages of this tender, annexures and documents accompanying it. (b) Where the tender is submitted on behalf of any person or legal person, a Power of Attorney to do so must accompany it. (c) Failure to comply with the requirements of (a) and (b) above may result that the tender will not be considered. (d) The closing date and time for Tender OTJOMUISE EXTENSION 4, PLA 3/2013 is 11:00 on Tuesday, 08 October 2013 and is more fully set out in the Tender Notice and Tender Advertisement.

40 Disqualification warning: The tenderer must fully sign the tender here-default will result in non- consideration of tender. The signing of the tender is material.

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 24 -

TENDER SECTION C NOTE: [DRAFT TENDER AGREEMENT ONLY: Annexure A to Tender]

DRAFT DEED OF SALE

MEMORANDUM OF AGREEMENT ENTERED INTO BY AND BETWEEN

COUNCIL OF THE MUNICIPALITY OF WINDHOEK herein represented by ELLY SHOOMBE SHIPIKI as Manager: Property Management acting on behalf of the Chief Executive Officer in terms of section 27 (5) of Act 23 of 1992 and KENNETH UIRAB as Section Head: Property Sales and Acquisitions acting on behalf of the Chairperson of the Management Committee in terms of section 31A(a) of the Local Authorities Act 23 of 1992(Hereinafter referred to as the "SELLER")

AND

(i) ...... (Full names and Surname/Name of company)

Identity No/Birth Date/Registration number: ...... Marital Status: Married/Unmarried Married in Community of Property/ Ante Nuptial Contract/ Governed by Recognition of Certain Marriages Act 18 of 1991 ...... (Full Names and Surname of Spouse in event of Marriage in Community of Property or Marriage governed by Recognition of Certain Marriages Act 18 of 1991 or where the marriage is governed by the law of any country other than Namibia) Identity Number of spouse/Birth Date ...... Date of Marriage ………………………………………… Place and Country of Marriage ...... Marriage Governed by the laws of ...... Citizenship ...... Address: P O Box ...... Telephone /Fax number ...... (h) ...... (w) Employer address: ...... Next of kin or other contact address: ......

*(ii) herein represented by ...... in his/her capacity as…………………...... of the PURCHASER duly authorised thereto by a Resolution taken by the Purchaser a copy of which is attached hereto and initialled for purpose of identification. (hereinafter referred to as the “PURCHASER”) [* Delete and initial if not applicable]

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 25 -

1. DESCRIPTION OF PROPERTY

The SELLER hereby sells to the PURCHASER who hereby purchases certain immovable Property known as

CERTAIN ERF ...... TOWNSHIP ...... SITUATE in the municipality of Windhoek, Khomas Region, Registration Division K; MEASURING ...... square meters in extent as will more fully appear from a General Plan and/or Diagram in possession of the SELLER (hereinafter referred to as the "PROPERTY"), subject to the following terms and conditions: (hereinafter referred to as the "PROPERTY").

2. PURCHASE PRICE AND METHOD OF PAYMENT

2.1. The purchase price of the PROPERTY is the sum of N$...... (…………………………………………………………………… ………………………………………………………. Namibia Dollars and……….……..Cents) not including the payment of 15% VAT (Value Added tax), if payable.

* 2.2 The options are available:

2.2.1 Cash

The total purchase price of N$ ...... ( ...... Namibia Dollars) in cash or per bank guaranteed cheque within forty eight (48) hours from date of sale, Provided that should payment be late and should the SELLER grant extension of time in terms of the provisions of clause 2.4 and payment is made after 48 hours from date of sale, interest thereon, at the rate of twenty per cent (20%) per annum is payable. OR

2.2.2 Bank Guarantee

The total purchase price, together with interest thereon, calculated at the rate of 15 % (fifteen percent), calculated annually in advance on an annuity basis from the date of sale of the PROPERTY to payment thereof, shall be payable on or before date of registration of transfer of the PROPERTY into the name of the PURCHASER. The PURCHASER undertakes to provide a Bank or Building Society Guarantee to the SELLER, payable against registration of transfer, for the full purchase price and interest within 30 (Thirty) days from the Date of Sale.

OR

*2.2.3 Reservation Fee pending submission of a Bank Guarantee [Once off method of

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payment only to approved Purchasers defined in clause 2.5.]

The prescribed non-refundable amount of N$...... (………………………………………………………… ……………………………….Namibia Dollars and ...... Cents) was payable against signing of the Reservation Allocation Letter, a copy which is attached as Annexure to this Agreement.

Where a reservation fee has been paid and the conditions of the reservation have been met,entitling the PURCHASER to enter into this Agreement, the total purchase price, together with interest thereon, calculated at the rate of 15 % (fifteen percent), calculated monthly in advance on an annuity basis from the date of sale of the PROPERTY to payment thereof, shall be payable on or before date of registration of the transfer of the PROPERTY into the name of the PURCHASER. The PURCHASER undertakes to provide to the SELLER, within 60(sixty) days from the date of sale, a Bank or Financial Institution Guarantee, payable against registration of transfer, for the full purchase price and interest as well as all amounts due to the SELLER in terms of this Agreement.

NOTE: At the time of signing of this Agreement one of the methods of payment 2.2.1, 2.2.2 or 2.2.3 is to be agreed upon and the alternatives which are not applicable, are to be struck out and the striking out is to be initialled by the PURCHASER.

2.3.1 Should the PURCHASER fail to choose any single method of payment, clause 3 read with clause 2.2.1 shall apply.

2.3.2 INCREASE OR DECREASE

Should the prime overdraft rate of the SELLER’s Bank, First National Bank or such financial institution appointed as the SELLER’s Bank from time to time, be increased or decreased, the interest rate as set out in clause 2.2.2 and 2.2.3 may at the sole discretion of the SELLER, be increased or decreased with the same percentage increase or decrease with effect of the first day of the month following such increase or decrease.

The PURCHASER hereby agrees in favour of the SELLER that rendering of an account by the SELLER reflecting the new interest rate will be sufficient notice of such increase or decrease.

The PURCHASER hereby further agrees in favour of the SELLER that a certificate certified by the Strategic Executive: Finance of the SELLER will be prima facie proof of the correctness of such increase or decrease.

Should the prime overdraft rate of the SELLER’s Bank, First National Bank or such financial institution appointed as the SELLER’s Bank from time to time, be increased or decreased, the SELLER may at its option, increase or decrease the interest rate as set out in clause 2.2 and 2.2.3 with the same percentage increase or decrease with effect of the first day of the month following such increase or decrease. In such event the payment reflected in clauses 2.2.2 and 2.2.3will be adjusted accordingly.

The PURCHASER hereby agrees in favour of the SELLER that rendering of an

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account by the SELLER reflecting the new interest rate will be sufficient notice of such increase or decrease.

The PURCHASER hereby further agrees in favour of the SELLER that a certificate certified by the Strategic Executive: Finance of the SELLER will be prima facie proof of the correctness of such increase or decrease.

2.4 CONDITION PRECEDENT

2.4.1 It is a condition precedent to this Agreement that if the applicable payment or applicable guarantee or service account amounts, as set out below under “Payments” is not made or submitted timeously, this Agreement will not commence but will be null and void.

2.4.2 Notwithstanding the provisions of clause 7 (DATE OF SALE AND OCCUPATION), occupation shall not be given prior to the fulfillment of the applicable condition.

2.4.3 The SELLER in its sole discretion may apply the provisions hereof or grant extension of time for payment/submission of a guarantee, subject to payment of interest in the case of both payment methods. Should the SELLER elect to so grant extension of time it shall not derogate from the condition precedent created in this clause.

2.4.4 Payments

2.4.4.1 Payment as per clause 2.2.1 plus the amount in clause 2.4.4.3; or

2.4.4.2 Provision of a Bank or Building Society Guarantee as per clause 2.2.2 or 2.2.3 within sixty (60) days after having been requested to do so plus the amount in clause 2.4.4.3

(Note: the payment method above shall follow that elected, or deemed to have been elected, under either of clauses 2.2.1, 2.2.2 or 2.2.3)

2.4.4.3 In addition to the above payments in either clauses 2.4.4.1 or 2.4.4.2 an additional amount of N$...... (………………………………………………Namibia Dollars) is payable against the signing of the Deed of Sale which will be credited towards the rates and service account of the PURCHASER.

The provisions of this clause do not affect the right of the SELLER to apply clause 12 and claim damages or alternatively a penalty amount.

2.5 CONDITION PRECEDENT APPLICABLE TO PURCHASER

It is a further condition precedent to this Agreement that the PURCHASER:

must have a sound credit rating from the SELLER, if investigated, and have no previous defaulting erf sales record with the SELLER;

must not have defaulted in respect of any tender or development condition in respect of a previous sales or tender or auction condition in respect of a property directly acquired from the SELLER; and Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 28 -

2.5.1 has the financial means to acquire the PROPERTY: Provided that, unless the purchase price is paid in cash, the approved purchaser for purposes of sub-clause 2.2.3 undertakes:

2.5.3.1 against signing the Deed of Sale; or 2.5.3.2 within 48 hours from the date of sale,

to submit proof and substantiate that he/she /it has the financial means to acquire the PROPERTY and provide the permanent Works as per the Development Agreement by the submission of a financial institution undertaking for funding or proof of financial means to pay the purchase price or submission of proof of his/her/its income indicating an affordable minimum income as determined by the SELLER from time to time to purchase the PROPERTY.

The SELLER will treat the above information in strict confidence.

3. FAILURE TO ELECT METHOD OF PAYMENT

Should clause 2.2 of this Agreement not be properly completed or should the methods of payment, which is not applicable, not be properly struck out and initialed, then in such event the method of payment contained in clause 2.2.1 shall be applicable. The SELLER shall be entitled to claim payment of the total purchase price plus late interest at the rate of twenty per cent (20 %) per annum thereon, but subject to clause 2.3.2, calculated from date of sale to date of payment.

4. ARREAR INTEREST

The SELLER reserves the right to charge interest on interest in arrears at the rate of Twenty percent (20%) interest per annum.

5. LARGER OR MORE FREQUENT PAYMENTS

No provision of this Agreement prohibits the PURCHASER to make larger or more frequent payments than those agreed upon or to pay the total outstanding balance of the purchase price at any time.

6. BANK CHARGES, PLACES AND ALLOCATION OF PAYMENT

All payments due in terms of this Agreement are to be made at the offices of the SELLER or at such place or places indicated from time to time in writing by the SELLER to the PURCHASER.

All Payments due in terms of this Agreement shall be made free of bank charges, commission, VAT (where applicable), or any other tax or levy which may become payable to the Government, the Khomas Regional Council or a electricity distribution company to be established. The PURCHASER shall not be entitled to withhold, defer, set-off, or make any deduction due to the SELLER, whether or not the SELLER is indebted to the PURCHASER or

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7. DATE OF SALE AND OCCUPATION

7.1 For purposes of this Agreement, but subject to the provisions of clauses 2.4; 2.5, 8.1 and 10.4, the date of sale shall be the date of signing hereof by or on behalf of the SELLER.

7.2 Should the PURCHASER subdivide the PROPERTY in terms of section 19(3) of the Townships and Division of Land Ordinance, 11 of 1963 and such subdivision needs to be referred to the Namibia Planning and Advisory Board (NAMPAB) for consideration under section 12 (2) (g)(A) of the Town Planning Ordinance 18 of 1954; then the PURCHASER shall be liable, from the date of occupation stated in clause 8.3, for all levies, rates and taxes due in respect of the PROPERTY, whether these are due to the Government, the Municipality or whomsoever and regardless of whether such moneys are payable pursuant or according to legislation or resolution of the instance to which it is payable: Provided that if no application to NAMPAB or subdivision as set out above takes place, the date of payment for all levies, rates and taxes, shall be as from the date of sale as indicated in clause 7.1.

8. RATES

8.1 The PURCHASER shall pay an amount equal to rates in respect of the PROPERTY from the date of sale.

Should the PURCHASER subdivide the PROPERTY in terms of section 19(3) of the Townships and Division of Land Ordinance, 11 of 1963 and such subdivision needs to be referred to the Namibia Planning and Advisory Board (NAMPAB) for consideration under section 12 (2) (g)(A) of the Town Planning Ordinance 18 of 1954 rates shall in that event be payable from the date of occupation.

8.3 For the purpose of clauses 7.2 and 8.2 and calculation of rates and for the purpose of this Agreement, the date of occupation shall be the date on which the PURCHASER will apply for payment of the water connection fee in terms of the Water Supply Regulations 367 of 1996 or an amendment thereof, which payment would be for water connection services to the PROPERTY or to any erf created by any subdivision thereof.

8.4 To facilitate the collection of such monies the PURCHASER undertakes; from the date of sale or occupation (whichever is applicable) until the PROPERTY has been entered in the provisional valuation roll of properties in the municipal area of Windhoek, to pay to the SELLER an amount or amounts equal to the assessment rates which would have been levied on the PROPERTY if its purchase price had been so entered in the aforementioned provisional valuation roll from date of sale or occupation (whichever is applicable).

8.5 The amount levied in lieu of assessment rates in respect of the first period shall be calculated proportionately as from the date of sale or occupation (whichever is applicable) to the end of the year, half-year, quarter or month in respect of which

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assessment rates are normally levied.

8.6 The provisional municipal valuation reflected in clause 8.4 shall be deemed to be the valuation of the property for the time being. Should the official valuation reflected in the next interim or main Valuation Roll be less or more than the provisional valuation, the SELLER shall refund or the PURCHASER shall pay in the difference between the rates calculated on the provisional valuation and the rates calculated on the Valuation Roll as the case may be.

8.7 Transfer duty is payable on the purchase of the PROPERTY by the PURCHASER in terms of the Transfer Duty Act 14 of 1993. Such transfer duty is payable within 6 (six) months from date of sale by the PURCHASER to the Permanent Secretary of the Ministry of Finance. The purchaser should note that section 4 of Act 14 of 1993 provide for heavy penalties in the case of late payment.

9. SANITATION, WATER AND ELECTRICITY

9.1 Notwithstanding the provisions of Clause 7 hereof, the PURCHASER shall as from date of sale be liable for payment of the basic charges for availability of water and electricity services in respect of the PROPERTY, as well as for payment of the basic tariff applicable in respect of sewerage services and removal of refuse.

9.2 An availability water charge levied by the SELLER in accordance with subclause 9.1 shall not be payable by the PURCHASER in respect of any unalienated subdivisions of the PROPERTY if

9.2.1 the water, electricity or sewerage reticulation system on the PROPERTY or subdivisions of the PROPERTY were provided by PURCHASER at his, her or its own cost; or

9.2.2 the PURCHASER has deposited with the SELLER the capital cost of such reticulation system as set out in the Development Agreement attached hereto, but upon the alienation of such PROPERTY or its subdivisions to any other person, such availability charge shall be payable by such other person and every successor in title as set out in the applicable Municipal Regulations.

10. IMPROVEMENTS

10.1 The PURCHASER binds him-, her-, itself to develop the PROPERTY as tendered on or before ……………………………………………..…. to the value of N$ …………………….. (……………………………………..………………………… Namibian Dollar)

10.2 Should the PURCHASER fail to carry out the terms of this clause, the SELLER shall have the right to demand payment of and to collect from the PURCHASER and his/her its successor in title, annually, half-yearly, quarterly, or monthly, as the case may be, an amount which is equal to the improvement assessment rates which would have been levied if the terms of this clause had been complied with as a rate in terms of section 73(4)(b) as well as a penalty rate on the unimproved property under section76A of the Local Authorities Act, 1992 (Act 23 of 1992) as amended. The

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aforesaid amount is payable from the day following the date on which the building or buildings should have been completed in terms of this clause. The levy and collection of rates in terms of this clause shall not prejudice the rights of the SELLER to apply any other clause of this Agreement.

10.3 Should the PURCHASER, prior to having paid the full purchase price of the PROPERTY and any amounts outstanding in terms of this Agreement, erect any improvements on the PROPERTY, without first having obtained the SELLER’s express written approval thereto, [such approval being subject to such conditions as the SELLER may deem fit], and irrespective of whether building plans have been approved by or on behalf of the SELLER, then such improvements, shall become the Property of the SELLER without any compensation being payable in respect of same by the SELLER in the event that this Agreement may be cancelled in terms thereof: Provided that at the sole option and discretion of the SELLER, the SELLER shall have the right to demand that the PURCHASER remove such improvements at his/her/its cost.

10.4 Should the PURCHASER, prior to having paid the full purchase price of the PROPERTY and any amounts outstanding in terms of this Agreement, wish to apply for the subdivision of the PROPERTY, the SELLER'S prior written approval and conditions pertaining to the same must first be obtained. In such event the PURCHASER may not commence with any building operations, excavation of the land or the erection of improvements on the PROPERTY or the marketing of the project, before such payment of the full purchase price under clause 2.1 and outstanding payments have been effected or a bank or financial institution guarantee for full payment of the same has been submitted.

11. BOUNDARY BEACONS

11.1 Subject to the provisions of this clause, the SELLER accepts the responsibility, after the date of sale, through its registered land surveyor to point out, free of charge, once only, to the PURCHASER the surveyor beacons.

11.2 The pointing out of the surveyor beacons is a right in favour of the PURCHASER only and may not be ceded to a successor/s-in-title or name and will only be undertaken, if-

11.2.1 The PURCHASER applies in writing to the SELLER’s Department dealing with the sale of land;

11.2.2 The application is made in writing after approval of the PURCHASER’s Building Plans,

11.2.3 The application is made at least thirty days prior to the start of the construction of the PURCHASER’s improvements;

11.2.4 The application is made by the PURCHASER him-, her- or itself or his or her or its representative who is in possession and who has submitted together with the application a special power of attorney to act on such PURCHASER’s behalf; and

11.2.5 No excavations or mechanical clearing of the ground have taken place.

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11.3 The PURCHASER takes note that after the pointing out of the beacons or if any excavations or mechanical clearing of the ground have taken place, the SELLER accepts no responsibility for pointing out or replacing surveyors' pegs or beacons and the PURCHASER or its successor in title must thereafter appoint his, her or its own professional surveyor to point out or replace the surveyor beacons.

11.4 The PURCHASER and its successor in title bind itself to keep in good repair, visible and maintain the surveyor’s boundary beacons of the PROPERTY in such manner that the boundaries will always be distinguishable as prescribed under the Survey Act of 1994.

11.5 Should the PURCHASER construct improvements in on the PROPERTY or in or on a location using incorrect beacons (whether beacons were pointed out or not) or if a PURCHASER elects to start with excavations or mechanical clearing of the ground or the erection of improvements, without the beacons having been pointed out, the risk of using incorrect beacons and any ensuing encroachment on neighbouring properties, would be for the risk and account of the PURCHASER.

12. CANCELLATION

Should the PURCHASER, after the SELLER granted extension of time in terms of clause 2.4.3, fail on due date submit the necessary guarantee or fail to pay the purchase price or any portion thereof or commit any breach of any of the terms of this Agreement, the SELLER shall, notwithstanding the condition precedent created in sub-clauses2.4and 2.5 above, be entitled at its option -

12.1 after thirty (30) days notice given personally or by registered post to the PURCHASER of its intention to do so, to cancel the sale hereby made; and

12.2 upon the expiration of such notice the PURCHASER shall, if he/she/it had taken possession of the PROPERTY, immediately vacate the PROPERTY and give the SELLER peaceful and legal possession thereof, and the SELLER shall be entitled to forthwith, and without reference to the PURCHASER, alienate the PROPERTY to a third party.

12.3 The SELLER shall furthermore be entitled to claim a penalty amount from the PURCHASER, which may at the SELLER'S option be:

12.3.1 to retain all or part of such sum or sums of money as the PURCHASER may have paid under clause 2 of this Agreement or Tender conditions (where applicable), as a consideration for the payment of the purchase price or interest on it; or

12.3.2 to claim an amount equal to 20% of the purchase price as set out in clause 2; or

12.3.3 to claim the difference between the purchase price as set out in clause and the resale price, should the resale price be less than the purchase price, plus the costs of re- advertising and any other charges incurred.

Provided however that the SELLER in its sole discretion as a further option hereby reserves the right to claim damages from the PURCHASER.

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13. CONDITIONS AND LIMITATIONS APPLICABLE

13.1 The PROPERTY is sold subject to the conditions of this Agreement, any servitudes or notarial deeds which may be registered against it and all such conditions and limitations as the State has or may impose by virtue of the provisions of the Townships and Division of Lands Ordinance, 1963 (Ordinance 11 of 1963) or by virtue of the provisions of the Townships Ordinance, 1928 (Ordinance 11 of 1928).

13.2 Without prejudice to the foregoing this sale shall further be subject to the conditions of the Town Planning Scheme of Windhoek promulgated in terms of the Town Planning Ordinance 18 of 1954 and the PROPERTY may only be used in accordance with the said Scheme.

13.3 For the purposes hereof the PURCHASER acknowledges that the PURCHASER is aware of and understands the restrictions and conditions imposed in terms of the aforesaid Ordinances and Scheme.

14.

14.1 The PROPERTY is sold "as is" and the SELLER is not liable on re-measurement of the PROPERTY for any shortfall, nor does it wish to benefit from any excess.

14.2 The SELLER does not warrant that the PROPERTY is suitable for the purpose for which it is bought or that the extent of the PROPERTY stipulated in the diagrams, notices, sale conditions or this agreement is in fact the extent of the PROPERTY

14.3 The PURCHASER herewith expressly acknowledges in favour of the SELLER that no guarantee, representations or undertaking were given or made to him/her/it by or on behalf of the SELLER in respect of any attributes of the Property, or otherwise.

14.4 Without detracting from the generality of the previous clause 14.3 the PURCHASER hereby acknowledges in favour of the SELLER that the cost of complying with any special condition imposed by clause 21 or failure to obtain any approval needed in terms of clause 21 as a prerequisite for the proposed development of the Property, even if the SELLER had opposed such application, will not entitle him/her/it to cancel this Agreement or to claim a reduction of the purchase price nor will it entitle the PURCHASER to claim damages from the SELLER.

14.5 The PURCHASER herewith explicitly agrees in favour of the SELLER that no compensation will be payable for patent or latent defects and no reduction of the purchase price will be considered or effected to compensate for the same nor would the PURCHASER be allowed to cancel this agreement after discovery of the same.

14.6 The SELLER hereby places it on record that the carrying capacity of ground in Windhoek differs from area to area and that ground was filled in certain areas in the past. The SELLER therefore does not guarantee in any way the carrying capacity of the PROPERTY, and no reduction of the purchase price will be considered or effected to compensate for such defect nor will it be a ground for the cancellation of this Agreement by the PURCHASER.

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14.7 It shall be the sole responsibility of the PURCHASER at its cost, before the submission of building plans, to do the necessary soils tests to determine if the land has been filled. Should it appear that the land has been filled; the PURCHASER shall undertake at its costs a geo-technical survey to determine the foundation conditions, which should be adhered. The PURCHASER undertakes to submit to the SELLER together with its building plans, the results of such a geo-technical survey.

15. PROSOPIS SPP

The PURCHASER shall not plant or allow any person to plant the tree known as Prosopis Spp. on the PROPERTY; neither shall the PURCHASER allow such tree to grow on the PROPERTY.

16. TRANSFER

16.1 Transfer of the PROPERTY shall be given to the PURCHASER as soon as possible after payment of the full purchase price plus interest, if payment of interest is applicable or provision of an acceptable Bank or Building Society guarantee in respect of any unpaid amounts, the submission of approved General Plans (if applicable) and subject to the provisions as set out in the Development Agreement (if applicable).

16.2 Such transfer shall be effected by the PURCHASER, after instructions to the SELLER’s attorneys, without undue delay after full payment of the purchase price (and interest if applicable) and within a reasonable period after the PURCHASER obtained and submitted a clearance certificate to the SELLER’s attorney and the PURCHASER had complied with all conditions of this agreement to effect such transfer.

16.3 The PURCHASER shall pay the necessary costs referred to in clause 17 on demand and sign the necessary documents within thirty (30) days after requested to do so by the SELLER or its agent. Without limiting the rights of the SELLER in respect of other provisions hereof, the SELLER may apply clause 12 of this Agreement should the PURCHASER fail to comply with such request or demand or fail to take transfer within a reasonable period or fail to obtain a clearance certificate.

17. COSTS

All costs and charges of and incidental to the transfer (including transfer and stamp duties) and all costs and charges arising from this Deed of Sale, registration of servitudes or Imposition of Notarial Conditions and any other legal expenses in connection therewith, shall be borne by the PURCHASER and is payable on demand.

18. DOCUMENTS

All documents, deeds and legal work necessary in connection with the sale hereby made and the transfer of the PROPERTY to the PURCHASER shall be drawn and effected by the SELLER'S attorneys.

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19.

DOMICILIUM

19.1 For the purpose of this Agreement and for any notices which may require to be delivered to or served on the PURCHASER hereunder, the PURCHASER chooses domicilium citandi et executandi at:

...... PO BOX/Private Bag ...... It shall be the sole responsibility of the PURCHASER to amend its domicilium addresses as stated in this Agreement. Should the PURCHASER fail to do so and the PURCHASER is untraceable at the domicilium as provided, the SELLER shall be entitled to accept the addresses provided in the preamble of the Agreement or alternatively the PROPERTY as domicilium of the PURCHASER.

19.2 And the SELLER chooses its domicilium citandi et executandi at:

Chief Executive Officer The City of Windhoek Box 59

Windhoek Tel: +264 61 290 2313 Fax: +264 61 290 2493 E-mail: [email protected]

80 Independence Avenue P. O. Box 59 Windhoek.

19.3 The Parties choose the addresses set out in Clause 19.1 and 19.2 as their domicilii citandi et executandi (“domicilium address”) for all purposes under this Agreement whether in respect of payment of money, the service or delivery of court or arbitration process, communications or other documents or all other communications.

19.4 Any Party may by notice to the other change its domicilium address to another address, such change to become effective on the 5th (fifth) Business Day from the deemed receipt of the notice by the other Party, provided that the domicilium address must at all times include a physical address, telefax, postal address and telephone number within Windhoek or, with the prior approval of the other Party, which approval shall not unreasonably be withheld, any other place within Namibia or Southern Africa.

19.5 Any communication to a Party sent by prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at its domicilium address will be deemed to have been received on the 14th (fourteenth) Business Day after posting (unless the contrary is proved).

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19.6 Any communication to a Party delivered by hand to a responsible person during ordinary business hours at its domicilium address will be deemed to have been received on the day of delivery (unless the contrary is proved).

19.7 Any communication to a Party sent by telefax to its chosen telefax address or e-mail address, will be deemed to have been provided, unless the contrary is proved at 12h00 noon of the 1st (first) Business Day following the issuance, by the transmitting telefax machine, of a report confirming correct transmission of all the pages of the document containing the communication.

19.8 Notwithstanding anything to the contrary herein contained, a communication actually received by a Party will be an adequate communication to it notwithstanding that it was not sent to or delivered at its chosen domicilium address.

19.9 The Laws of the Republic of Namibia govern this Agreement.

20. RESERVING OF RIGHTS

No relaxation of a term or condition of this Agreement by the SELLER and no indulgence which the SELLER may expressly or by implication concede to the PURCHASER, by not insisting on explicit performance of the PURCHASER’s obligations in terms of this Agreement, nor the acceptance of any payments after due date, shall prejudice the SELLER’s rights under this Agreement nor be constructed as constituting a waiver of any such right, nor shall it be constructed as a novation of this Agreement or as a tacit amendment of any of the terms or conditions of this Agreement. None of the aforegoing shall operate as an Estoppel against the SELLER.

21. SPECIAL CONDITIONS

The special conditions referred to hereinafter shall be applicable to the PROPERTY, and for purposes hereof the PURCHASER acknowledges in favour of the SELLER that the PURCHASER has satisfied him/her/ itself of the nature, consequences and effect thereof prior to signing hereof, failing which the PURCHASER hereby agrees that the PURCHASER shall be irrefutable presumed to have satisfied him/her itself so.

21.1 ELECTRICITY, TELEPHONE CONNECTIONS AND MUNICIPAL SERVICES

21.1.1 The PURCHASER accepts the fact that the PURCHASER must make arrangements during the planning stage with the Strategic Executive: Electricity Services with regard to the provision of electricity and costs related to such provision and to adhere to the Standards and Specifications as set out in the Development Agreement. Electricity supply will be limited to 3 x 60 amps. Should more than 3 x 60 amps electricity be required, the PURCHASER should in that event provide at own cost an electricity substation building or make alternative arrangements to the reasonable satisfaction of the Strategic Executive: Electricity Services.

21.1.2 The PURCHASER must note that the prepayment method for the supply of electricity might be introduced on the PROPERTY at the sole discretion of the SELLER.

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21.1.3 The PURCHASER undertakes to contact Telecom Namibia or any other Telecommunications Utility during the planning stage with regard to the availability of services, supply and costs related to such supply as well as to the requirements of Telecom or any other Telecommunications Utility regarding plans, provision of exchanges (where relevant), as well as the requirement to submit site and electrical layout plans for approval relating to the position and nature of Telecom’s or any other Telecommunications Utility’s services. The SELLER can give no undertakings in this regard. In respect of Private Township development, the provisions, standards and specifications as per the Development Agreement will apply.

21.1.4 The PURCHASER takes note that where permanent structures such as tar roads, paving of pavements, bridges and/or accesses are to be effected on a Property, Telecom Namibia or the relevant Telecommunications Utility should be contacted during the planning phase, in order to install sleeves to accommodate possible future services.

21.1.5 The PURCHASER must during the planning stage clear the location of electricity, water, sewer and other municipal services with the Departments of the Strategic Executives Infrastructure, Water & Waste Management and Electricity or the Electricity Distribution Company to be established, respectively.

21.1.6 In respect of Private Township development, the provisions, standards and specifications as per the Development Agreement in Annexure B will apply.

21.1.7 The PURCHASER must ascertain which of the existing municipal services may influence its future upgrading or development or design and on which point such services will be connected. Access points and parking layouts (where applicable) should be cleared during the planning phase to the satisfaction of the Chief Engineer (Roads and Stormwater) and the Manager Transportation Policy Development and Co-ordination, employees of the SELLER. Parking facilities, where applicable to "business" erven must be accommodated on site by the PURCHASER in accordance with the Town Planning Scheme. The normal parking requirement for business erven is three parking bays per 100 m² of floor area and for office four per 100 m².

21.1.8 The PURCHASER should, where applicable, take note:

21.1.8.1 That municipal plans are only an indication of the location of individual erven and should not be seen as a final erf diagram or general plan and the details regarding extent, topographic characteristics, access, exact location of Municipal services crossing erven and servitudes must be clarified as set out in clause 21.1.5 and 21.1.7.

[No topographic characteristics, access or actual location of municipal services depicted on such plan are guaranteed.]

21.1.8.2 Of existing and/or planned services or storm water on the PROPERTY, to be cleared with the Departments as set out in clause 21.1.5 and 21.1.7.

21.1.8.3 That internal service connection would be for the account of the PURCHASER.

21.1.8.4 That, subject to the availability of funds, no gravel access street will be tarred/paved, where applicable, until such time as plus minus seventy five percent (75 %) of the Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 38 -

buildings adjacent to the street have been completed. (This condition would not apply to areas where the development costs of the township did not include the tarring/paving of internal streets in the upset prices of erven. The PURCHASER has to ascertain if costs for the provision of a tarred/paved road had been included in the upset price or not).

21.1.8.5 That if refuse, building materials, debris, rubble, motor wrecks etc have been dumped on the PROPERTY the same must be removed by the PURCHASER at own cost. This would have been taken into account at the determination of the upset price of erf.

21.1.8.6 That the PURCHASER shall take responsibility for extraordinary cost due to poor soil conditions.

21.1.8.7 That the sale of the PROPERTY is subject to the following servitudes and restrictions which shall, at the cost of the PURCHASER, be registered against the title of the PROPERTY or by way of a power of attorney in favour of the SELLER:

"The PROPERTY shall be subject to the reservation by the Municipal Council of Windhoek of the right of access and use without compensation of the area 3 metres parallel with any boundary for the construction and maintenance of municipal services in respect of water, sewerage, drainage, electricity and gas, which right includes the right to place on such erf temporarily any materials that may be excavated or used during such operations on the erf or any adjacent erf, which reservation shall be registered in favour of the Municipal Council against the title of the erven."

21.2 MINIMUM BUILDING VALUES AND DEVELOPMENT CONDITIONS

The PURCHASERS must take note that the density zoning or minimum building value of the PROPERTY in terms of clause 39 of the Town Planning Scheme attached as Annexure “I” hereto; should be cleared with the Chief Planner: Urban Policy, Strategy, Facilitation and Implementation Services of the SELLER.

21.3 STORMWATER

21.3.1 Surface water runoff must be accommodated according to Clause 35 of the Town Planning Scheme (see Info 35 of the Town Planning Scheme) stating:

(1) That no stormwater drainage pipe, canal, work or obstruction (except stormwater drain pipes, canal or works which have been authorised in writing by the local authority or which have been or may be built, laid or erected in terms of any law) may be constructed on or over the property or located in such a way that:

i) The flow of stormwater from higher lying property to lower lying property is impeded or obstructed and through which any property is or may be endangered; or ii) The flow of a natural watercourse (in which the local authority allows flood water to run off, be discharged or to be canalised) is or can be changed, canalised or impeded. Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 39 -

iii) That the maintenance of such stormwater pipe, channel or work be the responsibility of the owner of the concerned property.

(2) That prior approval be obtained from the Chief Engineer: Planning, Design and Traffic Flow if the accommodation of the storm water on the erf is contemplated. (3) That engineering drawings on how the stormwater would be accommodated to the satisfaction of the Chief Engineer: Planning, Design and Traffic Flowbe submitted for approval, simultaneously with the building plans. (4) That all existing stormwater pipes, outlets and inlets or any other stormwater system be clearly indicated on all building plans submitted prior to approval thereof. (5) That no building plans will be approved until the above stormwater conditions are met. (6) That access be to the satisfaction of the SE: Urban Planning and Property Management

21.4 ACCESS

PURCHASERS must note:

21.4.1 That any height differences must be accommodated and the road fill or side walk must not be disturbed or lowered for access purposes since this may lead to a damage of underground services which must be repaired at the PURCHASER's costs in event of damage. The accesses to the affected erven must be effected at the costs of the PURCHASER to the satisfaction of the Strategic Executive: Transportation, ramps must be constructed on the erf and ways to overcome the same are to be submitted together with building plans.

21.4.2 Any damages to the road and sidewalk due to building activities or construction of erf entrances by the PURCHASER or the developer appointed by it, shall be repaired by the PURCHASER at own costs: Provided that should the PURCHASER fail to do so the Strategic Executive: Transportation may repair it and claim the costs from the PURCHASER.

21.5 SEWERLINES

21.5.1 The erven which have sewer lines crossing the erven and sewer manholes must be protected, at the PURCHASER'S cost, and the building lines must be maintained in these instances as no relaxation will be allowed.

21.6 ELECTRICAL SERVICES

21.6.1 Electrical services are available to all erven. [If the PURCHASER requires more than 3 x 60 ampere for the proposed development, then the Strategic Executive: Electricity or the Electricity Distribution Company to be established, must be contacted directly before any construction drawings are approved. This is in order to determine the existing network capacity around the area and cost related thereto.] Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 40 -

21.7 ROADS AND PAVEMENTS

In the eventuality that the roads and pavements have not been finally completed at date of sale of the PROPERTY, the SELLER does not guarantee that the then existing levels shall necessarily be the eventual levels. If this matter is material to the purchase of the PROPERTY by the PURCHASER, the onus shall be on the PURCHASER to determine with the Strategic Executive: Transportation of the SELLER what the eventual levels will be.

21.8 GENERAL

21.8.1 Purchasers of high density residential erven are advised to consult with the Strategic Executive: Urban Planning and Property Management prior to the purchase of such erf to ascertain what the applicable standards for housing structures are, before committing themselves financially in terms of this Agreement.

21.8.2 That the parking requirements for high density erven is (1) parking bay per equal or less than three (3) bedroom unit, or two (2) parking bays per equal or greater than four (4) bedroom unit, plus one (1) parking bay per three (3) units or part thereof explicitly for visitors parking.

21.9 SPECIAL CONDITIONS APPLICABLE TO SUBDIVISION AND CONSOLIDATION OF ERVEN

21.9.1 Subdivision

In the event of a PURCHASER acquiring an erf for subdivision, the PURCHASER shall at his/her/its own cost effect the subdivision by instituting the necessary procedures in terms of the Townships and Division of Lands Ordinance, 1963 (Ordinance 11 of 1963) to obtain the necessary approval for subdivision.

21.9.1 Should any sub divisional application be made in future the draft Development Agreement will apply to any new sub-divisional layout, subject to the following conditions:

21.9.1.1 That no erven be registered at the Deeds office before the services are taken over by Council

21.9.2 Subdivision or Consolidation

In the event of a PURCHASER buying an erf for subdivision or consolidation purposes, the PURCHASER shall at his/her/its own cost effect the subdivision or consolidation by instituting the necessary procedures in terms of the Townships and Division of Lands Ordinance, 1963 (Ordinance 11 of 1963) to obtain the necessary approval for subdivision or consolidation.

Subdivision or Consolidation of the erven will only be effected after the necessary approval of the Townships Board is obtained to subdivide or consolidate the erven and in the event of the necessary approved diagrams being available.

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 41 -

21.10 RESTRICTIVE RESALE AND REVERSION CONDITIONS FOR NON- COMPLIANCE TO ERECT IMPROVEMENTS

The parties agree to the registration against the Title Deed of the PROPERTY of the following conditions imposed for the benefit of and enforceable by the SELLER, or its assigns, namely:

21.10.1 It is a condition of this Agreement that the PURCHASER shall not be entitled to sell the Property to a third Party or to any subsequent Successor/s in Title or successors in Name or cede or assign this Agreement to any third party or Successor-in-title or Name without the consent of the SELLER thereto having been had and been obtained. This permission will not be granted by the SELLER until such time the PROPERTY has been improved equal to the minimum building value as set out clause 39 of the Town Planning Scheme or alternatively effected to the sole choice of the SELLER, payment under clause 21.10.3 or in the event of the Property being a block erf designated to be provided with Permanent works as defined in the Development Agreement until such Permanent works have been taken over.

21.10.2 Where the PURCHASER does not materially improve the PROPERTY or provide the Permanent Works (in event of a Block erf designated for “private township development as set out in the Development Agreement, within five years from the date of sale to the value as set out in clause 10 or within the period granted in terms of sub clause 21.10.5, the PURCHASER hereby provides the SELLER with an irrevocable Power of Attorney to effect repossession of the PROPERTY.

21.10.3 The repossession referred to in subclause 21.10.2, shall, subject to the Common Law to claim damages in respect of such default to be set off against the purchase price received, be done without any liability by the SELLER to repay any payments made by or on behalf of the PURCHASER to the SELLER: Provided that the SELLER shall be entitled, if it so elects:

21.10.3.1 to refund the PURCHASER, but to, keep 20% of the Purchase price in 2.1 as a penalty for breach of contract and demand payment of an occupational rental at 10% of the purchase price per annum until the land is retransferred to the SELLER; or:

21.10.3.2 the Seller will only waive its restrictive resale or reversionary right condition if and when the property is to be sold in execution by a financial institution who is a secured creditor; and:

21.10.3.3 should the SELLER waive its restrictive resale condition or reversionary right in favour of the Purchaser or a secured creditor, without improvements being erected or without adherence to the, a penalty amount of TWENTY PERCENT (20 %) of the purchase price as set out in clause 2.1 of the Deed of Sale and an occupational rental at 10% of the purchase price per annum until the land is transferred will be payable to the SELLER on the date of transfer to a successor- in-title or a successor in name.

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 42 -

21.10.4 The irrevocable Power of Attorney referred to in subclause 21.10.2, shall, upon the issue of a certificate by or on behalf of the SELLER that the development or improvements have been completed and Permanent Works under the Development Agreement (where applicable) have been taken over, lapse and shall be void.

21.10.5 Where circumstances, which are reasonably beyond the control of the PURCHASER, prevent or delay the PURCHASER from materially developing the PROPERTY or provide the Permanent Works within the development periods referred to in clause 10, the parties shall negotiate a reasonable extension of the time period within which the PURCHASER must complete the development of the PROPERTY.

21.10.6 The PURCHASER undertakes to effect at its own cost the registration of the conditions contained in clauses 21.10.1 to 21.10.8 by way of a Notarial Deed of Imposition of Conditions against the Title Deed of the PROPERTY, should transfer be taken before the erection of improvements, the wording of such Notarial Deed to be determined by the Notary of the SELLER to reflect the intention of the PURCHASER and SELLER contained in the said clauses.

21.11 SPECIAL CONDITIONS PERTAINING TO THE ERVEN (ERF DESCRIPTIONS)

A PURCHASER of the Erven should take note of the conditions of Council Resolutions 430/11/97 and 348/09/98, which provides as follows:

21.11.1 The special minimum building value clause set out in clauses 21.2. above, referring to clause 39 of the Town Planning Scheme with regard to minimum building value, shall apply.

21.11.2 Save with the consent of the Council no fencing material erected on any street boundary may consist of wire mesh or any similar product.

21.11.3 Prefabricated coloured iron (galvanised iron) roof sheets that meet the requirements of the Strategic Executive: Urban Planning and Property Management.

21.11.4 Corrugated and other asbestos products provided that they are coloured to the satisfaction of the Strategic Executive: Urban Planning and Property Management.

21.11.5 Roof tiles that have been factory coloured except concrete and asbestos tiles which have been painted in accordance with the manufacturers specifications if so desired.

21.11.6 Thatch.

21.11.7 Slate.

21.11.8 'Cor-ten’ (copper 10 %) galvanised roof sheets.

21.11.9 Any other roof covering provided it is not reflective or shiny.

21.11.10 The roof colour scheme and design must harmonise with the environment. Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 43 -

21.11.11 No earthworks resulting in the alteration of the natural topography of any erf may be initiated for any purpose without an approved building plan for the works.

21.11.12 No plan shall be approved unless it can be shown to complement and enhance the natural and built environment.

21.11.13 Every erf owner shall endeavour to preserve indigenous trees or other flora existing on the property and to plant suitable indigenous or drought resistant vegetation

21.11.14 That the height restrictions as determined by the Ministry of Works, Communication and Transport as reflected on Plan P/3654/A in favour of Eros Airport be adhered to.

21.11.15 Every erf owner shall endeavour to preserve indigenous trees or other flora existing on the property and to plant suitable indigenous or drought resistant vegetation.

22 COMPANIES, CLOSED CORPORATIONS AND NOMINEES

In the event that the PURCHASER is purchasing the PROPERTY on behalf of a company, a closed corporation in the course of formation or a nominee, it shall be a special condition that:

(a) The provisions of section 42 of the Companies Act 28 of 2004 and section 53 of Close Corporations 26 of 1988 and the provisions of the Transfer Duty Act 14 of 1993 pertaining to the payment of transfer duty, shall have been complied with; and

(b) The company, closed corporation or identified nominee accept and ratify the sale and any agreement which may arise there from in writing within thirty days from the date of sale, failing which the signatory hereby agrees in favour of the Municipality that the signatory shall be bound to the Deed of Sale and the signatory shall be deemed to have signed and entered into this sale in his/her personal capacity.

Section 42 of the Companies Act, No. 28 of 2004 reads as follows:

42 Power as to pre-incorporation contracts

Any contract made in writing by a person professing to act as agent or trustee for a company not yet incorporated is capable of being ratified or adopted by or otherwise made binding upon and enforceable by that company after it has been duly incorporated as if it had been duly incorporated at the time when the contract was made and that contract had been made without its authority, but, the memorandum on its registration, must contain a statement with regard to the ratification or adoption of or the acquisition of rights and obligations in respect of that contract, and that two copies of that contract, one of which must be certified by a notary public, have been lodged with the Registrar together with the lodgement for registration of the memorandum and articles of the company.

Section 53 of the Closed Corporation Act, No. 26 of 1988 reads as follows:

"53(1) Any contract in writing entered into by a person professing to act as an agent or a trustee for a corporation not yet formed, may after its incorporation be ratified or adopted by

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such corporation as if the corporation had been duly incorporated at the time when the contract was entered into.

53(2) The ratification or adoption by a corporation referred to in subsection (1) shall be in the form of a written consent of all the members of the corporation, given within a time specified in the contract or, if no time is specified, within a reasonable period of time after incorporation.

Where the Deed of Sale is entered into on behalf of another person or a legal person, it must be accompanied by the necessary Power of Attorney and, where applicable, a certified extract of the Minutes of the legal person.

Where these conditions are not complied with or should the proposed company, closed corporation or nominee not ratify the Agreement in writing in the specified time, the signatory hereby agrees in favour of the Municipality that the signatory shall be bound in his/her personal capacity in the event where the other person or legal person is not legally bound hereto.

23

CONDITIONS TO BE INCORPORATED IN SUBSEQUENT DEEDS OF SALE

In the event that the PURCHASER sells the PROPERTY he/she/it undertakes in favour of the SELLER to incorporate the following clauses of this Agreement in the Deed of Sale with the further condition that his/her/its successors in title will similarly bind their successors in title to infinity:

23.1 Clause 8 insofar as it relates to the payment of assessment rates;

23.2 Clause 9 until such time as the services described therein have been provided;

23.3 Clauses 10.1 and 10.2 until such time as the conditions imposed therein have been fulfilled;

23.4 Clause 11;

23.5 Clause 13;

23.6 Clause 15; and

23.7 Clause 21 insofar as it is applicable to the Property.

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 45 -

THUS DONE AND SIGNED AT WINDHOEK this ………………...... day of

...... ……... 20………on behalf of the SELLER in the presence of the undersigned witnesses:-

WITNESSES:

1 ______on behalf of the Chief Executive Officer

2 ______on behalf of the Chairperson of the Management Committee (Certified in accordance with Council Resolutions 259/09/2003, 203/06/2007, 333/10/2008, 396/11/2008, 327/09/2009)

THUS DONE AND SIGNED AT WINDHOEK this ………………...... day of

…………………………… 20…... on behalf of the PURCHASER in the presence of the undersigned witnesses: -

WITNESSES:

1 ______41 P U R C H A S E R

2 ______

NOTE:- Erf sold in terms of section 63(2) or 30(1) (t) of the Local Authorities Act, 1992 (Act 23 of 1992)

SPOUSE'S CONSENT FOR PURPOSES OF SECTION 7(1) OF THE MARRIAGE EQUALITY ACT 1 OF 1996

I ______(Full names and surname)

ID No ______married to the PURCHASER in community of property or which marriage is governed under the Recognition of Certain Marriages Act 18 of 1991, for the purposes of section 7(1) (a), (b), (c), (g) and (h) and 7(2) of the Married Persons Equality Act 1 of 1996 hereby consent to the PURCHASER entering into this Agreement.(TO BE COMPLETED WHERE APPLICABLE)

______SPOUSE

41 To be fully signed by the Tenderer and two witnesses in black pen Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 46 -

ANNEXURE “1”

1 Minimum Building Values in terms of the Town Planning Scheme

Clause 39 of the Town Planning Scheme with regard to minimum building values provides as follows:

“39. Minimum building values (1) Unless otherwise determined by Council, the value of buildings, structure and improvements erected on any Property shall not be less than the minimum building value specified for that Property.

(2) Minimum building values imposed in terms of this section are applicable to the value of a main building excluding any outbuilding or a single house in the case of a "residential" zoned erf, unless otherwise determined by Council.

(2) For all new townships proclaimed from 1 January 1996, the minimum building value of any erf zoned "institutional", "restricted business", "garage" and "industrial" shall equal the current municipal valuation of the land comprising that erf.

(4) For all new townships proclaimed from 1 January 1996, the minimum building value of any erf zoned "office", or "business" shall equal 4 times the current municipal valuation of the land comprising that erf.

(5) For all new townships proclaimed from 1 January 1996, unless otherwise specified in this Scheme, the minimum building value of any erf zoned "residential", or "general residential" shall equal 2 times the current municipal valuation of the land comprising that erf.

Any erf zoned "residential" or "general residential" in the following townships shall have a minimum building value equal to 4 times the municipal valuation of the land comprising that erf:

(a) Kleine Kuppe (Proper)”

The minimum building value, excluding the outbuildings, of Erven in Cimbebasia, Cimbebasia Extension 1 & 2, Dorado Park Extension 1, Phase 2 and Rocky Crest Extension 1, 2 and 3, shall be twice the municipal valuation, excluding the outbuildings, and a residential density zoning of one.

2 STORMWATER

Clause 35 of the Town Planning Scheme pertaining to Stormwater shall apply, which reads as follows: "No stormwater drainage pipe, canal, work or obstruction (except stormwater drain pipes, canal or works which have been authorised in writing by the local authority or which have been or may be built, laid or erected in terms of any law) may be constructed on or over the Property or located in such a way that- (i) The flow of stormwater from higher lying Property to lower lying Property is impeded Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses - 47 -

or obstructed and through which any Property is or may be endangered; or

(ii) The flow of a natural watercourse (in which the local authority allows floodwater to run off, be discharged or to be canalised) is or can be changed, canalised or impeded.

(iii) The maintenance of such stormwater pipe, channel or work shall be the responsibility of the owner of the concerned Property."

In event of very flat terrain and if applicable, storm water of erven lying on the upstream side must be accommodated on the erven lower down, in which event clause 35 of the Town Planning Scheme shall also apply.

31. Endowment

(1) Any Property owner subdividing land shall pay to the Council an endowment as provided for in the Townships and Division of Land Ordinance No. 11 of 1963, of 7,5% of the value of the new portions being created, on or before registration of the new portions, except as may otherwise be determined by Council.

32. Land provisions

(1) Any Property owner subdividing land shall make provision for and transfer, free of all charges, such portions of land required for Municipal services related to and required by that subdivision.

(2) Any Property owner subdividing land shall make provision for public services such as schools, crèches, powerline reserves, etc. as may be reasonably required by the State or the Council.

33 Minimum site requirements

(1) Where, upon the subdivision of an erf, land is given off for a street or for some other public purpose, the area of such land may, with the consent of the Council, be calculated as part of the area of the subdivision for the purpose of Tables E, F, and G.

(2) The Council shall not, in those areas in which in terms of Table E only one dwelling house per existing erf is allowed, consent to any subdivision of an existing erf, provided, however, that the Council may consent to such a subdivision if no portion smaller in extent than ninety per cent (90%) of the area of the original erf is used as the site of a dwelling house and provided further that the permissible coverage is not exceeded.

(3) The Council shall not, in those areas in which in terms of Table E a minimum area of site is required per dwelling house, consent to any subdivision of land whereby any portion which may be used for residential purposes is less than the prescribed minimum, except in the case of an existing erf which has been built upon before the approval of the Scheme on 13 July 1987, in which case a reduction of at most ten per cent (10%) of the prescribed minimum size may be permitted if corners or additional beacons are thereby avoided, or in other special circumstances provided that the coverage permitted shall not be exceeded.

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(4) Upon the subdivision of any land where any portion of such land is physically separated by the execution, or proposed execution of public works and provided that such portion does not fall below 75% (seventy five per cent) of the minimum area as laid down in column 3 of Table E for the said land, such portion may be used for residential purposes.

34. Access and street numbers

(1) If an erf has more than one street frontage, access to the erf shall be obtained from the street(s) determined by the Council. The determination shall be made before the approval of any building plans showing how access is to be taken.

(2) Street numbers shall be regulated as follows.

(a) All erven within the municipal area shall be fitted with a conspicuous number plate, showing the erf's street address number, erected on the street boundary from which access is legally taken, within six weeks of submitting a building plan for the main building on that erf, or within six weeks from the date of proclamation hereof.

(b) No service connection will be given to any erf created by private subdivision or consolidation unless a street number has been allocated and a number plate is displayed.

(c) No service connection will be given to any unit in a sectional title scheme unless that unit has been numbered and a number plate displayed to the satisfaction of Council.

(d) In the event of an owner failing to comply with sub-paragraphs (a), (b) and (c), Council shall have the right to, after written notice of its intention to do so, within a specified period, which period may not be less than 21 days, fit such number plate and to recover the cost thereof from the owner as a liquid claim.

36. Unserviced erven

(1) Sale or transfer of unserviced erven.

No Property owner may sell or otherwise give transfer of an erf or farm portion which lacks any of the following:

(a) access to a public street constructed and surfaced in accordance with Municipal standards;

(b) A municipal water connection or access to a communal water supply point or supply pipeline which has been approved by the Municipality for use by that erf or farm portion;

(c) a sewer connection or access to a sewage disposal system or sewer which has been approved by the Municipality for use by that erf or farm portion;

except with the consent of Council.

(2) Building plans or building operations on unserviced erven.

No person shall submit building plans or commence any building operations on an erf or

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farm portion which lacks any of the following;

(a) access to a public street constructed and surfaced in accordance with Municipal standards; (b) a Municipal water connection or access to a Municipal communal water supply point or supply pipeline which has been approved by the Municipality for use by that erf or farm portion; (c) a sewer connection or access to a sewage disposal system or sewer which has been approved by the Municipality for use by that erf or farm portion;

except with the consent of Council.”

Tenderers should note: Initial each page in right hand corner with a black pen plus two witnesses