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AND
having its operations office at House:, house: (first floor), Road: Dhanmondi, Dhaka-1209,
Bangladesh, being a partnership liability company focused in design and consulting
services duly registered Firms hereinafter called the CONSULTANT (which expression
wherever the context so permits, shall include its successors-in-interest, administrators
and legal assigns) of the
SECOND PART hereinafter.
WHEREAS:
A. The CLIENT requires certain works/services to implement the project, viz, planning,
consultancy and supervision (more particularly described in the Annexure-I below).
B. The CONSULTANT having had the requisite expertise, skills, logistic support and
knowledge of the recent developments in the law and at the same time having full
knowledge as to the requirements of the CLIENT, have offered their work/service
to be rendered.
C. The CLIENT relaying on the representation made by the CONSULTANT has
agreed to avail the works/ services of the CONSULTANT on the following terms
and conditions.
1. DEFINITIONS
Words referred to in this Contract in capital letters but no defined shall have the
same meaning as in the ‘Deed of Agreement’ signed and executed between the
Landowner(s) and the CLIENT.
(a) “Contract Fee” means the Contract Fee payable by the CLIENT to the
CONSULTANT for the contract works/ services as delineated under
Annexure-II herein below.
(b) “Works/ Services” means the works/ services to be undertaken by the
CONSULTANT as described in Annexure-I.
(c) “Contract” means this Agreement.
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(d) “Preliminary Letter of Acceptance” means the letter issued by CLIENT upon
the satisfaction of the jobs executed in each phase.
(e) “Final Letter of Acceptance” means the letter issued by the CLIENT after
satisfactory completion of the works/ services pursuant to this Agreement.
(f) “Force Majeure Event” means any unforeseeable events beyond the control
of the parties and without the fault or negligence on their part, including Acts
of God, act of public enemy, earthquake, fire, flood, epidemics, quarantine
restriction strikes (hartals), unusually severe weather but shall not include
increase in cost of supply or transportation.
(g) “Deed of Agreement” means the contract for development entered into by
and between the Landowner(s) and the CLIENT.
(h) “Plot” means the whole area of land including any structure(s) thereon situated
at Plot…………...., Gulshan, North Avenue, Gulshan, Dhaka-1212,
Bangladesh.
(i) “Project” means the architectural designing, drawings, and details of the
structure(s) in the plot as per this Contract.
(j) “Retention for Amount” means 10% of the contract fee, which is mentioned
in 8th Phase of Annexure –III which is payable upon submission of “As-Built”
Drawing, but will be retained by the CLIENT payable as the last phase
payment under Annexure-II as security for 1 (One) month after getting the
occupancy certificate from the concerned authority.
(k) “Schedule of Works/ Services” means the schedule of works to be
undertaken by the CONSULTANT as set up in Annexure-I attached hereto.
(l) “Working Drawing” means the detailed drawings showing all necessary
measurements in plan, elevations, payout details, Joinery details, blow-up-
drawings, sections etc. for execution of construction works in a readable
manner.
(m)“Major Modification” means modifications which affect on elevation, section
and working details related to Plumbing and Electrical drawings and or require
to avail approval from RAJUK for such modifications as per ÒXvKv gnvbMi
BgviZ wbg©vY wewagvjv 2008Ó|
(n) “Top Supervision” means the works/ services to be rendered by the
CONSULTANT to ensure that the project is being executed as per
architectural design & drawings as delineated in article 9.1.103 and as
described in C-(i) under Annexure-I.
(o) “Completion” means getting the occupancy certificate from the concerned
authority after completion of all sorts of physical construction.
(p) “Contact Person” for all communications means the person time to time
designated by the CONSULTANT and to whom all correspondence shall be
addressed and at present the Contract Person(s) shall be:
1. Name
Address :
Phone :
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2. THE PROJECT
The CONSULTANT shall hereby agree to perform the Schedule of works/
services to be undertaken to complete the project of the CLIENT situated at
Plot ………………………………………………………in consideration of
the Contract Fee as delineated in the Annexure-II herein below.
2.1 The CONSULTANT covenant to complete the Project within the prescribed
time as set-forth in Annexure-III and wherever in the Contract any time is
ascribed that would be the very essence of the Contract.
inform of such defect/discrepancy, the CLIENT reserves its rights to have the
defect/discrepancy replace, ratified, modified and repaired by any third party,
the cost of which shall be deducted from the Contract Fee or the Retention
Amount (as the case may be) for the works/services.
4.5 If the CONSULTANT fail to complete each of the Phases within the stipulated
time under Annexure-III, the CLIENT shall be entitled to deduct BDT. 2,500/-
(Taka Two thousand five hundred) only per day for each day of delay from the
Contract Fee for the works/ services.
5. CONTRACT FEE
5.1 The Contract Fee for the works/services shall be paid in the manner and mode
as set-out in Annexure-II attached hereto.
5.2 Each invoice shall be submitted at the completion of each phase of
works/services under Annexure-II and submitted to the CLIENT and upon
being checked by the CLIENT, the approved invoices shall be payable by the
CLIENT within 21 (twenty one) days of invoice date in the form of crossed-
cheque(s) issued in favor of Architects Design Centre “………………….
5.3 Notwithstanding anything contained to the contrary, all payments by the
CLIENT shall be made subject to issuance of Preliminary Letter of Acceptance
and Final Letter of Acceptance to the CONSULTANT.
5.4 The CLIENT shall be entitled to withhold/deduct any payment or part thereof
on account of withholding AIT as per government rules.
5.5 Upon completion of the Project, the CLIENT shall pay the last phase payment
subject to satisfaction and issuance of that phase’s Final Letter of Acceptance
and subject to necessary deduction of the Retention Amount.
5.6 The CLIENT shall retain the Retention Amount as security for the proper
compliance for the next 03 (three) months after issuance of occupancy
certificate from the concerned authority and should there be uncovered any
defects or non-compliance with the ÒXvKv gnvbMi BgviZ wbg©vY
wewagvjv 2008Ó during these 3 (three) months, the CLIENT shall be entitled
to retain the Retention Amount. Any remaining loss shall be indemnified by the
CONSULTANT from their own source.
5.7 In the event of defects or non-compliances with the ÒXvKv gnvbMi BgviZ
wbg©vY wewagvjv 2008Ó are discovered during these 3 (three) months,
the CLIENT shall issue the Final Acceptance Letter to the CONSULTANT. The
final acceptance letter does not indicate the discharge of the liabilities of the
CONSULTANT.
5.8 The CONSULTANT shall under no circumstances incur any cost or expense
on account of the CLIENT under this Agreement without prior written approval
by the CLIENT, failing which such cost or expense shall not be recoverable
from the CLIENT.
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5.9 The CLIENT shall pay all expenses to be incurred in connection with any
approval from any authority and such works/services shall be conducted by
the CLIENT’s own concerned department for which the CONSULTANT
undertake to assist the CLIENT’s officials in all possible cooperation in this
respects. Including providing all necessary documents, viz, all designs, plans,
clearances etc.
5.10 Service(s), not described under the scope of Services, required by the CLIENT
should be considered additional. The CONSULTANT shall obtain approval of
the Client for the additional services and shall agree with the CLIENT on the
additional fee of the service prior the commencing of such services.
6. MODIFICATION
6.1 Modification proposed by the CONSULTANT shall be permissible if these do
not result in the delay of the works/services to be undertaken by the
CONSULTANT.
6.2 In case any modification(s) proposed by the CONSULTANT, the
CONSULTANT shall first inform the CLIENT the reasons for such
modification(s) and effect on the time schedule, if any. Upon written approval
by the CLIENT, the CONSULTANT may proceed with the modification.
6.3 For any modification, whether expressly authorized under these presents or
not, the CONSULTANT shall obtain written approval from the CLIENT.
6.4 If the CLIENT proposes any modification of the Working Drawing or any part
thereof, the CLIENT shall provide 3 (three) working days’ prior written
intimation to the CONSULTANT indicating its intention to modify the Working
Drawing in detail within which CONSULTANT shall give its comments on the
proposed modification for any modification related to working drawing, 21
(twenty one) working days intimation will be given. In case of Major
Modification in drawings, both the parties will find out the extent of modification
works/ services and determine the payment thereof after negotiation.
7. EXTENSION OF TIME
7.1 The time wherever stipulated in this Contract is the very essence of this
Contract.
7.2 The parties, however, hereto agree that in case of any delay in supply or
submission on implementation or completion of works/services in accordance
to the Schedule of works/ services, the CLIENT shall be entitled to deductions
at a rate as mentioned under Clause 4.5 hereinabove.
7.3 Every extension of time must be approved by the CLIENT in writing, failing
which, the extension will be deemed to be void and the original time frame
under the schedule of works/services will be applicable in all respect.
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c) will follow the Floor Area Ratio (FAR) within the strict meaning of
ÒXvKv gnvbMi BgviZ wbg©vY wewagvjv 2008Ó and the
latest version of Bangladesh National Building Code.
d) comply with the working drawing and actual execution of working
drawing in the project and will visit the site as per requirement of
the CLIENT subject to a minimum once in a month.
12. INDEMNIFICATION
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12.1 The CONSULTANT shall indemnify and keep indemnified the CLIENT for
any loss caused or incurred for any violation of any of the obligation and
non-compliance by the CONSULTANT and/or for any loss sustained from
dissimilarity or disparity in the conceptual plan and the final plan. Any such
indemnification shall be calculated on the basis of actual loss related to
architectural design & drawings.
12.2 The CLIENT shall indemnify the CONSULTANT to the issues not related to
works/ service mentioned in this contract or any other issues not concerning
to the architectural design and drawings.
13. NOTICE
13.1 Any notice to be given hereof, shall be given in writing and served by
personal delivery, registered mail, e-mail or telefax addressed to the party
concerned at the address of such party.
13.2 Notice given by registered mail or telefax shall be deemed to have been
delivered in the usual course of post or transit and in proving works/service
thereof it shall be sufficient to show that the registered letter or telefax
containing such notice was properly addressed and dispatched. Provided
that notice to the CLIENT shall be deemed to have been delivered upon
receipt of such notice by the CLIENT.
14. MISCELLANEOUS
14.1 The parties hereto shall not go beyond any mandate under the Deed of
Agreement. Both the parties hereto must adhere to all the provisions of the
Deed of Agreement. Both the parties hereto must adhere to all the provisions
of the Deed of Agreement and must comply with any needs/restrictions
imposed by the CLIENT in the Deed of Agreement shall render the
CONSULTANT solely liable to cure, rectify and/or compensate.
14.2 The rights and benefits under this Contract may be assigned by the CLIENT
with consent of other party in writing.
14.3 This Contract may at any time be amended by mutual agreement in writing
between the parties hereto.
14.4 Apart from the Deed of Agreement, this Contract supersedes all previous
negotiation and any representations or understandings written or otherwise
between the parties hereto so far the work/service under these presents are
concerned.
14.5 This Contract shall be binding upon the heirs (as the case may be), personal
representatives, successor-in-title or the parties hereto.
14.6 This Contract is made in 2(two) sets in original. Each of the parties shall
have a set of original of the Contract.
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14.7 All the Annexure shall in all sense be deemed as an integral part of this
Contract.
15. RESOLUTION OF DISPUTES
Any legal action or proceeding arising out of or in connection herewith or any related
document hereof shall be brought in the Arbitration Act 2001.
THE CLIENT :
…………………………………….. _______________________________
ANNEXURE-I
Schedule of Works/Services
This Annexure will only be applicable to Architects contracted as CONSULTANT under this
Agreement.
1. The CONSULTANT are required to prepare the following in the following sequence
iii) CONSULTANT will ensure necessary co-ordination to synchronize all other relevant
designs such as Structural, Plumbing, Electrical etc.
iv) Provide assistance in Preparation of building safety plans, and Fire Prevention
System Plan.
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v) Preparation of plan in compliance with all rules and regulations with respect to
Mandatory Open Space, Setback, Ground Coverage, FAR, Boundary wall, Parking
facilities, Road width, Footpath, Staircases, Emergency exits, etc.
vi) Preparation of Plans, Section, Elevations and all other necessary drawings to
submit to RAJUK for getting approval.
vii) Assist and support the CLIENT in preparation of the following deeds and documents
for onward submission to RAJUK for building approval:
(1) Land Use Clearance and Development Permit
(2) Account of number of flats on each floor and in the entire building
(3) The total area of the plot, FAR, Set back area, the number of stories
(4) Building Permit
ANNEXURE-II
PROFESSIONAL FEE AND MODE OF PAYMENT
In consideration of this Scope of Services, Assignments described in Annexure-I and in this
deed of agreement the CLIENT shall pay to the CONSULTANT as follows:
OR Lump-sum 10,00,000/=
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ANNEXURE-III
MODE OF PAYMENT
The total fee of the agreement toward project consultancy shall be paid by the CLIENT to
the CONSULTANT as follows:
Phase Amount
Description of Services Submission Timeline
No. in Taka
date of signing the 20%
1 Retainer fee
agreement
Within 40 Work-Days
Approval of Preliminary Architectural Design
2 from date of signing 10%
including Perspective Views and FAR Study.
agreement
On approval of Final Architectural Design with
Within 30 Work-Days
3D Modeling, Submission of Agency
3 from client’s approval of 30%
Clearance Sheets as required Before
Phase 2
Submission to RAJUK
Within 30 Work-Days
Upon submission of RAJUK Approval
4 from client’s approval of 15%
Drawings
Phase 2
Within 120 Work-Days
Upon submission of Architectural Working
5 from approval of RAJUK 10%
Design & Drawings in 05 sets.
Plan
Within 45 Work-Days
submission of Structural Working Designs
6 from approval of RAJUK 5%
and Drawings
Plan
Upon submission of Mechanical, Electrical Within 90 Work-Days
7 and Plumbing Working Designs and from approval of RAJUK 5%
Drawings. Plan
Within 90 Work-Days
Upon Submission Landscape Design and As-
8 from project handover 5%
Built Drawings
date