Supplementary Deed of Agreement

This Supplementary agreement is made on this the 26^th day of January 2021 of the  Christian era.

BETWEEN

(1) Syed Taneem Ahmed Salim, Son of Syed Abul Kashem Md. Salim, village Itakhola, Post Office Saihamnagar, Thana Madhabpur, District Hobiganj, (2) Sayyied Bin Kabir, Son of Late Sheikh Humayun Kabir, 22/21, Khiljee Road, Mohammadpur, Dhaka-1207, (3) Syeda Momena Shahjahan, Wife of Syed Fazle Akbar Md. Shahjahan, Village Itakhola, Post Office Saihamnagar, Thana Madhabpur, District Hobiganj, (4) Dr. Naima Muazzam, Wife of Syed A.B.M Humayun, 123, Banker’s Row, West Nakhalpara, Tejgaon, Dhaka-1215 all by faith Muslim, nationality Bangladeshi hereinafter called the “LAND OWNER” (which expression shall, unless excluded  by or repugnant to the context  shall mean and include his legal heirs, executors, successors in interest, administrators, legal representatives and assignees) on the FIRST PARTY.

AND

US REAL ESTATE CO., a Private Limited Company duly incorporated under the Companies Act 1994 having its duly registered office at House no. 235, Road no. 45, Mohakhali DOHS, Dhaka-1206, represented by its Chairman, Md. Kaiser Rahman, S/o Late Abul Khair Biswas, hereinafter referred to as the “DEVELOPER” (which expression shall mean and include its Directors, Successors-in-interest, legal representatives, administrators, agents and assignees) on the SECOND PARTY.

WHEREAS being the lawful owner of the SCHEDULED LAND the LANDOWNER has possess it peacefully, continuously, uninterruptedly and without hindrance from any quarter paying Land Development tax and other bills of utility services, etc.

WHEREAS the DEVELOPER is engaged in construction business possesses sufficient technical knowledge and necessary resources for the design, development and construction of buildings, parking spaces, common and other facilities, etc.

DEVELOPER has responded positively to develop the SCHEDULED LAND by preparing all necessary design and plan with due approval from the competent authorities for the construction of 2 (two) multistoried building and related facilities on the site of the SCHEDULED LAND on the terms and conditions hereinafter agreed.  

WHEREAS On 24^th day of November 2009 of the Christian era, the parties entered into an joint venture agreement (the “Agreement”) which was registered before Sub-Registrar Gulshan, Dhaka and the number of the deed was 10467, pursuant to which deed of agreement both the parties were agreed to follow the terms and conditions mentioned in the aforesaid deed of agreement. But in recent past both the parties have decided and wish to change some of the clauses of the aforesaid deed of agreement which are as follows. 

A.Clause 8.0 with all its sub-clauses (8.1-8.5) will be substituted /changed by the followings–

• Entitlements:

• The LANDOWNER will receive out of the total constructed 32 (thirty-two) apartments of the PROJECT a total of 16 (Sixteen) apartments with 26 (twenty-six) car parkings spaces, proportionate common facilities and un-demarcated undivided shares of land with all fittings, fixtures, equipment, workmanship, etc. free of costs, fees, charges and encumbrances as consideration from the DEVELOPER.

• The DEVELOPER will receive out of the total constructed 32 (thirty-two) apartments of the PROJECT a total of 16 (sixteen) apartments with 26 (twenty-six) of car parkings spaces, proportionate common facilities and un-demarcated undivided shares of land with all fittings, fixtures, equipment, workmanship, etc.

• The allocation and position of the apartments of those of the LANDOWNER and those of the DEVELOPER will be as follows according to the table and the schematic layout:

Table describing allocation and position of apartments:

                (Landowners Building)                                     (Developers Building)

South                                                                                                                        North

                 North         South
                                                                                                                        

          Road # 1                                                       Road # 2

            Plot # 10,12                                                   Plot # 39,41  

8.4    Moreover, as consideration for providing the services of financing and constructing the PROJECT including construction of 32 (thirty-two) apartments in the said two separate buildings as per RAJUK approved plan, the DEVELOPER will sell its share of the 16 (Sixteen) units of apartments and 26 (twenty-six) of car parking spaces at a rate fixed by the DEVELOPER, proceeds of which will comprise construction cost and other expenditures of PROJECT and also profit of the DEVELOPER.

8.5    The DEVELOPER shall be at liberty to fix or hang sign board in a conspicuous place of the SCHEDULED LAND just after the signing of this deed of AGREEMENT irrespective of any other provision to the contrary.

B. Clause 9.0 with all its sub-clauses (9.1-9.5) will be substituted /changed by the followings-

 9.0      LANDOWNER’s Privilege:

9.1    The LANDOWNER shall not be liable in any way to the allottees of the apartments of     the DEVELOPER for any fault in the construction of the PROJECT or of any apartment and/or car park thereof and any default of the DEVELOPER in the discharge of its obligations to the allottees. 

•  The LANDOWNER will be at complete and unhindered liberty to visit the PROJECT as and when so desired in order to satisfy him/her about the efficiency, quality and progress of the construction of the PROJECT and make reasonable assessments and enquiries thereto. For this purpose, the LANDOWNER can appoint a person to supervise the PROJECT work and take necessary action dependent on the written observation of the nominated person.

9.3     The LANDOWNER will have the right to negotiate sell, resell, lease out, let out, and   enter into agreement for the purpose of transferring and disposing of the 16 (sixteen) apartments and 26 (twenty-six) car parking spaces with undivided and undemarcated proportionate piece of land in the PROJECT on the basis of approved plan at a price to be determined by the LANDOWNER and to receive money from prospective buyer(s) and to acknowledge and give receipt without any reference to the DEVELOPER.

• The LANDOWNER at its sole discretion can at any point in time either during construction of the PROJECT or at a later date after hand over of the same to the LANDOWNER and allottees and/or purchasers of the apartments decide to install for the LANDOWNER’s own exclusive operation and use a suitably sized lift including separate necessary power lines and a generator additional to those provided by DEVELOPER for common use where such lift and generator will be of the LANDOWNER’s liking and at the LANDOWNER’s own cost and involvement, and the DEVELOPER will co-operate fully and whole-heartedly to both making and implementing necessary design and structural provisions at the time of construction of the PROJECT and accommodate the same as necessary into the guiding framework governing the establishment and conduct of the relevant future Owners’ Association formed from the LANDOWNER and future allottees of the PROJECT and as referred to in clause 20 below.

• The LANDOWNER at its sole discretion can at any point in time either during construction of the PROJECT or at a later date after hand over of the same to the LANDOWNER and allottees and/or purchasers of the apartments decide to construct for the LANDOWNER’s own exclusive operation and use a suitably placed entry and exit path with necessary gateway of the LANDOWNER’s liking and at the LANDOWNER’s own cost and involvement, and the DEVELOPER will co-operate fully and whole-heartedly to both making and implementing necessary design and structural provisions at the time of construction of the PROJECT and accommodate the same as necessary into the guiding framework governing the establishment and conduct of the relevant future Owners’ Association formed from the LANDOWNER and future allottees of the PROJECT and as referred to in clause 20 below.        

C.Clause 10.0 will be substituted /changed by the followings–

      10.0     Registered Irrevocable Power of Attorney:

The LANDOWNER shall execute a Registered Irrevocable Power of Attorney in favor of the DEVELOPER granting the DEVELOPER necessary power for the purpose of proper design, development and construction of the PROJECT within the agreed upon construction period and with respect to DEVELOPER’s share of the same to invite application for the sale of 16 (sixteen) units of apartment and the 26 car parkings spaces along with proportionate share of undivided un-demarcated portion of SCHEDULED LAND to prospective buyers and to receive money and advances from them.  

D. Clause 11.0 will be substituted /changed by the followings-

1. Construction Period:

The PROJECT will be completed by the DEVELOPER and handed over to the LANDOWNER within 36 (thirty-six) months from the date of completion of the last of the following three actions as specified below: 

a)         Execution and registration of the “Irrevocable Power of Attorney” by the LANDOWNER in favour of the DEVELOPER. 

b)         Approval of building plan and drawing by Rajuk.

c)         Handing over of possession of the vacant land to the DEVELOPER by the LANDOWNER.

E. Clause 14.0 will be substituted /changed by the followings-

14.0   Agreement with Investors /Allottees:

That the DEVELOPER shall be at liberty to enter into as many agreements with the investors/allottees chosen by the DEVELOPER and for the apartments of the DEVELOPER’s share in the PROJECT on terms and conditions relating to the transfer of land share and completion of construction of the apartment concerned therewith applicable only for 16 (sixteen) apartments at SECOND PART.

F.Clause 16.0 with all its sub-clauses (16.1-16.5) will be substituted /changed by the followings-

          16.0 DEVELOPER’s Rights:

 16.1   The 16 (sixteen) apartments of the DEVELOPER which will be sold to different  buyers by the DEVELOPER shall be registered directly by the DEVELOPER with the proportionate share of undivided unspecified land in favour of each buyer of the apartment as per present rules and regulations of concerned authorities and for which necessary permissions shall be obtained by the DEVELOPER and all costs connected with such transfer fee,  registration fees, stamp duty all other govt. tax, VAT including all other incidental expenses etc. will be borne by prospective buyers. The LANDOWNER will not be liable for the aforesaid fees/costs in any many whatsoever.

16.2    The LANDOWNER shall not transfer/sell/enter into any Deed of Agreement (any kind whatsoever) regarding the SCHEDULED LAND without involvement of the DEVELOPER as long as this agreement remains valid.

16.3    The LANDOWNER will as and when necessary sign such plan(s) and other paper(s) and writing(s) that may be require for the purpose of obtaining sanction of such plan(s) by the DEVELOPER from the competent authority. It is being expressly agreed that all costs, charges, fees, and expenses for obtaining sanctions of such plan or plans whatsoever will be borne and paid by the DEVELOPER and the LANDOWNER shall not be liable for reimbursement of such costs and expenses for any reasons whatsoever.  

16.4    The DEVELOPER through Power of Attorney will have the right to negotiate sell, resell, lease out, let out, and enter into agreement for the purpose of transferring and disposing of the said 24 (twenty four) apartments and the 26 car parkings spaces in the proposed apartment building on plan basis from the date of execution of this deed of Agreement with undivided and undemarcated proportionate piece of land in the project on the basis of approved plan at a price to be determined by the DEVELOPER and to receive money from prospective buyer and to acknowledge and give receipt provided the same does not affect the rights and interest of the LANDOWNER or enter into a conflict thereof.

16.5    That in order to implement the PROJECT effectually and completely and facilitate the transfer of DEVELOPER’s apartments, car parking and proportionate shares in the PROJECT land and rights to the common facilities and basements of the project, the DEVELOPER shall on and from the date of execution and signing of this Agreement be at liberty to do, execute and perform at its free will all acts, deeds and things as may be found reasonable and expedient including-

a)  To maneuver, innovate, uphold and project the optimum commercial viability of the project as a whole.

b)   To fix up and determine the amount of money to be payable against the price of the allotted shares of the PROJECT land, cost of construction, cost of services and   common facilities, cost of additional amenities, DEVELOPER’s profit, etc. from allottees/investors of DEVELOPER’s entitled share of apartments and car parking and apartments associated land shares and to receive payments thereof from the concerned allottees/investors valid receipts  and discharges from time to time.

c)    To fix and keep signboard(s) in the name of the DEVELOPER at any conspicuous place of the project land as per DEVELOPER convenience with  the privileges of being under no liability to pay thereof to the LANDOWNER at the time of taking over the procession of the SCHEDULED LAND.

d)      To prepare and publish prospectus, profiles, forms, leaflets, and brochures of or about the PROJECT and advertise forward sale of the transferable land shares and allotment of apartments and car park as shall belong to and are disposable by the DEVELOPER.

e)   To receive advances against and/or payments in full of the value payable by the investors as price of the land shares costs and charges for the complete construction of the apartments and car parks allotted to them.

f)      To cancel allotment and rescind any agreements with any allottee in case of his /her default in payment of the value or installment within the time of specified thereof and his /her insolvency of unbecoming conduct and detection of any fraud being practiced by him/her and to re-allot the same property to some other investor without reference to the LANDOWNER.

IN THE WITNESS WHEREOF the parties hereto having read and understood the import and significance of this Deed of Agreement in letter and spirit do hereby set their respective hands hereunder in execution of this Deed of Agreement on the day, month and year first written above.

This Supplementary Deed of Agreement is made in two original copies and each of which is equally authenticated.

_______________________________                       _____________________________

(1) Syed Taneem Ahmed Salim                                    Md. Sayedur Rahman

Son of Syed Abul Kashem Md. Salim                           Chairman

                                                                                          US REAL ESTATE CO.

                                                                                          SECOND PARTY

_________________________________

(2) Sayyied Bin Kabir

Son of Late Sheikh Humayun Kabir

_________________________________

(3) Syeda Momena Shahjahan

Wife of Syed Fazle Akbar Md. Shahjahan

_________________________________

(4) Dr. Naima Muazzam

Wife of Syed A.B.M Humayun

WITNESSES:

__________________________                   

1.                                                                      1.  Kazi Rafiqul Isalm

                                                                              S/O, Late Kazi Efaz Uddin

                              Managing Director