Dated : ………
Plot No. 04, Road No. 14
Gulshan Residential Area,
Sub: Vetting of draft of the Deed of Agreement (DOA) between X and Index Constructions Limited.
As per your request we have meticulously gone through the draft of the Deed of Agreement (hereinafter referred to as ‘DOU’) between X and Index Constructions Limited. Upon perusal of the Deed of Agreement (DOU) of the said Agreement it appears to us that the terms and conditions set forth herein are duly drafted and in order. We nevertheless suggest following modifications/alterations/additions to be incorporated in the Agreement in order protect the interest of you:
|01||Page-3Clause-11||:||Deleted the existing Clause No. 11 and replace with the followings:11. The LANDOWNER in lieu of consideration of the Scheduled Land shall 50% of the project building on the Scheduled Land and DEVELOPER hereby undertakes to pay Tk.10,00,00,000.00 (Taka ten crore) only to Landowner, according to following installments and manner;11.1. That DEVELOPER shall pay an amount of Tk.3,50,00,000.00 (Taka three crore fifty lac) only (hereinafter referred to as a First Installment) at the time of signing this Agreement. Within the Tk.1,00,00,000.00 (Taka one crore) only shall be paid in cash to the Landowner and rest of the amount i.e. Tk.2,50,00,000.00 (Taka two crore fifty lac) only shall be paid in the National Bank Limited against the loan of the Landowner on account of New Age Tobacco and execute a tripartite Agreement between Landowner and Developer and National Bank Limited.11.2 That at the time of signing of the Agreement the Landowner shall execute a Power of Attorney in favour of the Developer.11.3 That Developer shall pay another Tk.3,00,00,000.00 (Taka three crore) only (hereinafter referred to as a Second Installment) after two month from the First Installment. Within the Tk.1,00,00,000.00 (Taka one crore) only shall be paid in cash to the Landowner and rest of the amount i.e. Tk.2,00,00,000.00 (Taka two crore) only shall be paid in the National Bank Limited against the loan of the Landowner on account of New Age Tobacco.11.4 That the developer shall pay another Tk.2,00,00,000.00 (Taka two crore) only (hereinafter referred to as a Third Installment) directly to the National Bank Limited against the loan of the Landowner on account of New Age Tobacco after three month from the Second Installment.
11.5 That the Developer shall pay another Tk.1,50,00,000.00 (Taka one crore fifty lac) only (hereinafter referred to as a Forth Installment) directly to the National Bank Limited against the loan of the Landowner on account of New Age Tobacco after three month from the Second Installment.
|02.||Clause-15Line-1Page No. 4||:||Replace the existing word ‘the Optimal’ in the place of the word ‘50%’|
|03.||Clause 18Line-4Page No. 4||:||Please deleted the “Second Party and /or” in 4th line on the 4thpage.|
|05.||Clause 20Line-4Page No. 4||:||Please deleted the following lines and replace by “it is act of god” after the word ‘unless’The FIRST PARTY is prevented by force majeureand/or by situation beyond their control such as- Political & civil in-rest, war, Natural calamities & disaster etc.|
|06.||Clause 21Page-5||Deleted the existing Clause No. 21 and replace with the followings:21. That the construction of the project building shall be completed by the developer within 36 (thirty six) month plus 2 (two) month grace period from the date of execution of Irrevocable Power of Attorney before the concern Sub Registry office or vacant physical possession schedule land or Prior permission from the RAJUK for construct the project building or which ever is later except Flood, cyclone, natural disaster or Act of Good. In the event of failure of the completion of construction within the period of 38 (thirty eight) months the Developer will be liable to pay the LANDOWNER an amount of Tk.50,000.00 (fifty thousand) only for each flat for 18 flats as monthly neat basis for 6 (six) months. If the DEVELOPER fails to complete within the additional 6 (six) months then 25% shall increase for subsequent month.|
|07.||Clause 22Page 5||Deleted the existing Clause No. 22 and replace with the followings: “ 22. All disputes and differences and claims and questions whatsoever which shall arise either during the continuance of the Agreement or afterwards either between the parties hereto or their respective representatives touching these presents, or any account or liability between the parties hereto, or as to any act, deed or omission of any hereto in any way relating to these presents, if the dispute is not settled amicably within 30(thirty) days from the date of the dispute, shall be referred to arbitration of two arbitrators, one to be appointed by each party and a third arbitrator/umpire to be appointed by the mutual consent of the two arbitrators so appointed by the parties. Such arbitration shall be in accordance with and subject to the provisions of the Arbitration Act, 2001.”|
|08.||Clause-27Line-3Page-5||Replace the existing word ‘when’ in the place of the word ‘if’ after the word ‘Builder Company’|
|09.||Clause- 33Line-1Page-6||Please added the word ‘and the Landowner’ after the existing word ‘the Developer’|
|10.||Page -5, Clause 21||The word “and land owner”shall be inserted after the words “That at the time of handing over the project, the Developer”|
|11.||New clause to be inserted Clause 39||Incorporate the following clause as Clause No. 39 immediate after existing clause 38:
It is agreed by both parties that, if the Plan of the project is approved in accordance with new building construction rules of Rajuk (Imarat Nirman Bidhimala, 2006) then the floors of the apartment building will be 13 (thirteen) storied whereof each floor area of the apartment(s) will be required to reduce but the total apartment numbers will be 36 (thirty six) and in such case the additional apartments shall be shared between the LANDOWNER and the DEVELOPER at the ratio 50:50
|12.||New clause to be insertedClause 40||New Clause shall be added after the existing clause: “The Landowner shall reserve the right to canceled the Power of Attorney, if the Developer causes any breach of the terms of the contract which are mentioned in the DOA”|
|3.||New clause to be insertedClause 41||New Clause shall be added after the existing clauseThe LANDOWNER has no logistics and other support to do the design, drawing, etc. needed for the desired construction. The Land Owners is also unable to invest/finance for implementation of the desired apartment building|
|14.||New clause to be insertedClause 42||New Clause shall be added after the existing clauseGoverning Law: This Agreement shall be governed by and interpreted in accordance with the laws of Bangladesh, and shall be subject to the exclusive jurisdiction of the courts of Bangladesh|
|15.||New clause to be insertedClause 43||New Clause shall be added after the existing clauseThe Developer shall strictly comply with the provision of labour laws with regard to its worker for construction the building and shall not work any person below age 18 (eighteen) years for any Construction work.|
|16.||General||Please re-check the Commercial and Technical Terms used in the Agreement and stipulate the necessary information in the gaps if left in the entire Agreement.|
Apart from the above, all other terms and conditions of the Agreement are found in order and would not be construed against interest of the LANDOWNER.
Please be noted that the Agreement is required to be printed on non-judicial stamp papers worth of Tk. 150.00.
Should you have any query please do not hesitate to revert back to us.
For: The Lawyers & Jurists
M.L.Hotel Tower Ltd,
208,Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.
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