COMMITTMENT AGREEMENT

THIS AGREEMENT made this 6th day of April 2023 between: -

THE COUNTY GOVERNMENT OF NYERI of P.O. Box Number 1112-10100, Nyeri

(hereinafter referred to as the "Employer")

and

AWANTECH LIMITED of P.O. Box Number 16144-00100, Nairobi (hereinafter referred to

as the "Contractor").

WHEREAS:

A. Vide a contract dated 30th May, 2019, and subsequent contracts entered on the 7 th of

August 2020, and a subsequent addendum dated 4 th January 2021, the Contractor,

was awarded Contract No. CGN/LHPPU/RFP/235/2018-2019 to construct the Asian

Quarter Transport Termini Civil Works Cluster 1 Roads, a project jointly funded by

the County Government of Nyeri, and the World Bank of Kenya, through the Kenya

Urban Support Program;

B. The Contractor in the discharge of the aforementioned contract and/or tender

engaged the services of other sub-contractors, and/or other third parties;

C. The Contractor has also been involved in numerous disputes with various service

providers providing incidental services and/or goods for the performance of the said

contract;

D. The Contractor acknowledges, and admits some of the disputes, and awaits

judgments and/or rulings on some of the disputes lodged before various bodies of

law;

E. This Contract and/or Agreement between the Contractor, and the Employer intends

to dispose off amounts owed to parties appearing on annexure 1 as follows:

F. The Employer owes the Contractor a just amount of Kenya Shillings Thirty-Nine

Million (Kes. 39,000,000/=) that is to be advanced to the Contractor in two batches.

CLAUSE 1: INTERPRETATION

1.1In interpreting these Conditions of Contract the various terms appearing in the

Contract shall have their ordinary English usage, unless the actors herein through a

written amendment, variation and/or addendum express their intent otherwise.

 CLAUSE 2: SCOPE OF THE CONTRACT AND/OR AGREEMENT

2.1 That the Contractor has completed works in the aforementioned Contract and/or

tender and has payments owed to it by the Employer.

2.2 That the Employer desires to settle the amounts falling due to the Contractor in a

timely manner.

2.3 The Contractor in the discharge of its duties to the Employer has incurred owings to

third parties that have been admitted, and some of the claims are before lawful

jurisdictions.

2.4 That based on sub-clauses 1.1, 1.2, and 1.3, the parties herein shall work on a

modality to settle claims owing to the various third parties in a timely manner with

each party performing duties, and responsibilities assigned herein.

CLAUSE 3: DUTIES OF THE CONTRACTOR

3.1 The Contractor shall acknowledge debts, claims, and settle just owings owed to the

third parties appearing on Annexure 1 herein upon payment of the first batch and

subsequent payments of the Outstanding amounts owed to it by the Employer.

3.2 The Contractor shall subject to issuance of any decree, judgement, ruling, and/or any

other legal instrument obliging him to pay any amounts owed to the bearer therein

pay the amounts falling due to the judgement debtor.

3.3 The Contractor shall present a schedule of any amounts falling due that are not

within annexure 1 herein, upon conclusion of any court proceedings to the Employer

timely.

3.4 The Contractor shall further present evidence of payment of amounts falling due to

the Employer in a timely manner once the Contractor settles the amounts envisioned

within this contract.

CLAUSE 4: DUTIES OF THE EMPLOYER

4.1 The Employer shall discharge amounts owing to the Contractor in a timely, and

scheduled manner.

4.2 That subject to clause 3 herein, the Employer shall within a reasonable time within the

execution of this agreement pay to the Contractor Kenya Shillings Twelve Million,

(Kes. 12,000,000/=) being payment of the first batch of the outstanding amount owed

to the Contractor by the Employer.

4.3 That subject to clause 3 herein, the Employer shall disburse the balance of Kenya

shillings twenty-seven million (Kes. 27,000,000/=) owed to the Contractor subject to

satisfaction of the conduct of the Contractor herein, as specified under clause 2, and

attendant clauses.

CLAUSE 5: CONSIDERATION

5.1 The consideration of this Contract and/or Agreement is Kenya Shillings thirty-nine

million, (Kes. 39,000,000/=) and payments shall be advanced to the contractor as

specified within Clauses 2, and 3 herein.

CLAUSE 6: EFFECTIVE DATE AND CONTRACT DURATION

6.1 This contract shall remain enforce until all the debts owing, and falling due to and/or

disputes between the Contractor and the third parties listed under Annexture 1

herein are settled.

6.2 Nothing shall estop the employer from holding in lien amounts owed to the

Contractor should the Contractor fail to honor its commitment under to settle all

pending disputes, any judgement, decree, and/or legal instrument arising from third

parties owed by this contract.

CLAUSE 7: SETTLEMENT OF DISPUTES

7.1 All disputes arising from this Contract and/or agreement shall be resolved using the

provisions of Clause 38 of the Contract dated 30th May, 2019.

CLAUSE 8: FORCE MAJEURE

8.1 Neither party shall be liable to the other party for any loss, delay, injury or damage

that may be caused by circumstances beyond either party's control. In no event shall

the Employer be liable for delayed disbursements to the Contractor arising out of

un-occasioned delay of funds disbursements by the National Government to the

County Government.

CLAUSE 9: AMENDMENTS

9.1 This Agreement shall only be amended by an instrument in writing upon the written

request of either Party and upon the written acceptance of the other Party.
 CLAUSE 10: VALIDITY OF PROVISIONS/SEVERABILITY

10.1 If any provision of this contract is held to be void, illegal, unenforceable, or in

conflict with any law by any court, tribunal or administrative body of competent

jurisdiction, the validity of the remaining parts and/or provisions of this contract

shall not be affected thereby.

CLAUSE 11: ENTIRE AGREEMENT

11.1This agreement contains the entire agreement between the parties hereto, with

respect to the subject matter hereof, and supersedes all prior agreements, or

understanding between the parties related to such matters.

IN WITNESS WHEREOF, the Employer and Contractor have caused this Agreement to be

executed as of the date first above written.

SIGNED by the duly Authorised )

Representative of the COUNTY )

GOVERNMENT OF NYERI )

Name: __________________________ )

Signature: _______________________ )

Designation: _____________________ )

In the presence of: )

Advocate )
SIGNED by the duly Authorised )

Representative of AWANTECH LIMITED )

Name: __________________________ )

Signature: _______________________ )

Designation: _____________________ )

In the presence of: )

Advocate )

DRAWN BY:

OFFICE OF THE COUNTY ATTORNEY

COUNTY GOVERNMENT OF NYERI
TOWNHALL, 1ST FLOOR
ALONG KENYATTA ROAD
P.O BOX 1112-10100,
NYERI.