CLIENT/ PROFESSIONAL

AGREEMENT FOR ARCHITECTURAL

SERVICES

Project:

PROPOSED NEW STUDENT HOUSING AT 99, 101 & 105

BOTANIC GARDENS ROAD

Client:

Mr Lucky Ndlovu

for

EZP PROPERTIES AND DEVELOPMENT (PTY) LTD

Architectural Professional:

Mrs Jodi Davids-Harber

For

TJ ARCHITECTS (PTY) LTD

1.0 DEFINITIONS AND INTERPRETATION

1.1 Where the words and phrases are highlighted in the text of this agreement they shall bear the meaning
assigned to them in clause 1.2 and where such words and phrases are not highlighted they shall
bear the meaning consistent with the context.

1.2 Definitions:

In this document, unless the context otherwise indicates, an expression or word to which a meaning
has been assigned in the Act, shall bear the same meaning, and:

act means the Architectural Profession Act, 44 of 2000

agreement means a written agreement between the client and any other p a r t y

architectural professional means a person registered in terms of the Architectural

Profession Act, 44 of 2000, under a specific category of registration, or the architectural
professional 's architectural professional constituted as a legal persona appointed to
provide the architectural service for the project

board notice means the notice containing the professional fees guideline which, in terms
of section 34(2) of the act is published annually by SACAP in the Government Gazette

budget means the anticipated cost of the project and/or works; provided that
estimates on which the budget is based, shall be deemed to be valid for a period not
exceeding 3 months

building contract means the JBCC Principal Building Agreement (PBA) or the JBCC
Minor Works Agreement (MWA) or such other building contract entered into between
the client and the contractor

Category of Registration means the category in which a person who is competent to

undertake the range of work as specified in respect of each category, who may register in
the architectural profession in terms of Section 18(1) of the Act; provided that specialized
services may only be performed by a registered person meeting the defined requirements.

The categories in which TJ Architects may register with SACAP are:

• Professional Architect

client means the party appointing the architectural professional to perform the services or
any part thereof referred to in this document

consultant means professional person/s or entity/entities appointed by the client to provide

services with respect to the project

construction documentation means graphic representations, plans, sections, elevations, site

plans, specifications, construction details, service co-ordination information, schedules and
such other details and descriptions as are within the reasonable competence of an architectural
professional which are sufficient to indicate the scope of the works

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 contract means an agreement entered into by the client with a contractor for the
execution of the works or part thereof; may also be referred to as the building contract

contractor means the entity or entities contracting with the client for the execution of the
works or part thereof

inspection means such periodic visits to, or in connection with the works, by the architectural
professional as are necessary to establish conformity of the work to the contract
documentation and National Building Regulations, and to provide on-site clarification and further
information during the progress of the work; inspect shall carry the same meaning

JBCC means the Joint Building Contracts Committee, (JBCC) suite of contract documentation

practical completion means the stage of completion where the works or a section thereof as
certified by the principal agent, is substantially complete and can effectively be used for the
purpose intended

principal agent means the person appointed to fulfill the obligations of the agreed form of
contract.

principal consultant means the person authorised by the client to lead the consultants.

project means the development for which the architectural professional and consultants
are appointed and may not be limited to the works

SACAP means the South African Council for the Architectural Profession

schedule means the part of this document that contains the variables

Schedule of Fees means the attached document setting out the manner in which the professional
fees will be calculated (quotation, cost estimate)

works means all work executed or intended to be executed according to the building contract

1.3 Interpretations

In formal service agreements and contracts, unless inconsistent with the c o n t e x t :

The words "advise", "appoint', "approve", "authorise", "certify", "consent', "decide", "delegate",
"designate", "instruct', "issue", "notify", “object, “reply", "request', and "specify" shall indicate an
act required to be carried out in w r i t i n g .

The masculine gender includes the feminine and neuter genders and vice versa, the singular
includes the plural and vice versa and persons shall include juristic persons.

All monetary amounts exclude tax, which tax shall be added to any amounts which become due
and payable.

Notice in terms of service agreements shall be deemed to have been duly r e c e i v e d when:
• Delivered by hand - on the day of delivery
• Sent by prepaid registered post - 7 (seven) days after posting
• Sent by telefax - 3 (three) days after transmission
• Sent by e-mail - 3 (three) days after transmission

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2.1 STANDARD SERVICES
The standard services for which the architectural professional is responsible are set out below:

2.2 STAGE 1: INCEPTION

2.2.1 Receive, appraise and report on the client's requirements with regard to:
• the client s brief
• the site and rights and constraints
• budgetary constraints
• the need for consultants
• project programme
• methods of contracting

2.3 STAGE 2: CONCEPT AND VIABILITY (CONCEPT DESIGN)

2.3.1 Prepare an initial design and advise on:

• the intended space provisions and planning relationships
• proposed materials and intended building services
• the technical and functional characteristics of the design

2.3.2 Check for conformity of the concept with the rights to the use of land.

2.3.3 Review the anticipated costs of the project.

2.3.4 Review the project programme.

2.4 STAGE 3: DESIGN DEVELOPMENT

2.4.1 Confirm the scope and complexity.

2.4.2 Review the design and consult with local and statutory authorities.

2.4.3 Develop the design, construction system, materials and components.

2.4.4 Incorporate and co-ordinate all services and the work of consultants.

2.4.5 Review the design, costing and programme with the consultants.

2.5 STAGE 4: DOCUMENTATION AND PROCUREMENT

2.5.1 Prepare documentation sufficient for local authority submission:

• co-ordinate technical documentation with the consultants and complete primary
co-ordination
• prepare specifications for the works
• review the costing and programme with the consultants
• obtain the client s authority and submit documents for approval
2.5.2 Complete construction documentation and proceed to call for tenders:
• obtain the client s authority to prepare documents to procure offers for the
execution of the works
• obtain offers for the execution of the works
• evaluate offers and recommend on the award of the building contract.
• prepare the contract documentation and arrange for the signing of the building
contract.

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2.6 STAGE 5: CONSTRUCTION

2.6.1 Administer the building contract.

2.6.2 Give possession of the site to the contractor.

2.6.3 Issue contract documentation.

2.6.4 Initiate and/or check sub-contract design and documentation as appropriate.

2.6.5 Inspect the works for conformity to the contract documentation.

2.6.6 Administer and perform the duties and obligations assigned to the principal agent in the JBCC
building contract, or fulfil the obligations provided for in other forms of contract

2.6.7 Issue the certificate of practical completion

2.6.8 Assist the client to obtain the occupation certificate

2.7 STAGE 6: CLOSE OUT

2.7.1 Facilitate the project close-out including the preparation of the necessary documentation to
effect completion, handover and operation of the project.

2.7.2 After the contractor s obligations with respect to the building contract are fulfilled, the
architectural professional shall issue the certificates related to contract completion.

2.7.3 Provide the client with as-built drawings and relevant technical and contractual undertakings by
the contractor and sub-contractors.

3.0 PARTIAL SERVICES AND ADDITIONAL SERVICES

3.1 PARTIAL SERVICES

Partial and additional services may be agreed upon, the options most regularly utilised are:

3.1.1 appointed as architectural professional and principal consultant (not as principal agent)

3.1.2 appointed as design architectural professional (design only)

3.1.3 appointed as architectural professional of record (design by others, can be principal agent)

3.1.4 appointed as principal agent only

3.1.5 appointed as architectural professional to work stage 4.1 (documentation to achieve

approval only)

3.2 ADDITIONAL SERVICES

The following services are additional to the standard service and rank for Additional fees. These
services may be added individually or in varying combinations and shall be provided by prior
agreement between the client and the architectural professional:

3.2.1 Special design services

The preparation of special designs within, or in relation to, the facilities which are contemplated in
a standard service, which may include:

3.2.1.1 Rational design by other consultants - participate in the preparation of rational designs

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3.2.1.2 Town planning and/or urban design including participation in the application for the establishment
and/or amendment of regional and local town planning and urban design schemes and the
amendment of title conditions, negotiations with interest groups and authorities

3.2.1.3 Master planning - defining and planning the layout of future development of buildings and/or
services on the same site

3.2.1.4 Landscape design - participation in landscape planning and construction

3.2.1.5 Interior design - the design of interiors and the selection of furnishings, fixtures and special finishes

3.2.1.6 Liaison with special designers and specialist consultants

3.2.1.7 Purpose-made items - the design and documentation of purpose-made items

3.2.1.8 Promotional material and art work - participation in the preparation of promotional material

3.2.1.9 Plant operation and production layouts - participation in the definition of plant operation layouts

3.2.2 Special management services

3.2.2.1 Elaboration of architectural professional s' services including inter alia: the preparation of broad
project parameters, project scope statements, project milestones, budget and cash flow forecasts,
tender enquiry documentation, contractor and supplier selection, adjudication and tender awards,
progress status monitoring, variations management, quality management, communication
management, payment processing and final account close outs

3.2.2.2 Cost and valuation services - participation in the administration of costs and payments where a
quantity surveyor has not been appointed

3.2.2.3 Special inspections - more intensive inspections and assessment of the works than the norm to
assess compliance with specifications

3.2.3 Special studies

3.2.3.1 Preparation of the client's brief - assist the client in the preparation of his requirements with regard
to the purpose, scope, use of and operation of the project

3.2.3.2 Site selection - research the suitability and location of a site for a proposed project

3.2.3.3 Feasibility studies - participation in technical and/or economic feasibility studies

3.2.3.4 Environmental studies - participation in environmental studies

3.2.3.5 Energy analysis studies and planning

3.2.3.6 Energy studies - participation in energy studies

3.2.3.7 Market surveys - participation in market surveys

3.2.3.8 Traffic studies - participation in traffic flow studies

3.2.4 Work on existing premises

3.2.4.1 Surveys and inspections - inspect, survey, measure and prepare documentation of existing
premises, with other consultants as needed

3.2.4.2 Restorations and renovations - services in connection with work on existing buildings

3.2.4.3 Heritage buildings - services in connection with work on heritage buildings

3.2.4.4 Services in connection with demolition permits of existing buildings

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3.2.5 Other Services

3.2.5.1 Participation in litigation and dispute resolution (where a concurrent service is rendered)

3.2.5.2 Mutually agreed additional services

4. FEES FOR PROFESSIONAL SERVICES

4.1 Basis of fees agreement

4.1.1 The client agrees to pay the architectural professional the fees for the services as
recorded in the formal agreement entered into by the parties.

4.1.2 Where a project cost based fee is applied, the final fee is calculated on the final cost of the
works.

4.2 Project cost based fees for standard and partial services

4.2.1 The fees consist of a base fee and a percentage of project cost; these derive from bracketed
project values and are determined annually by SACAP and published as a board notice.

4.2.2 For a partial service, assuming the fee is a project cost based fee, the percentage of the fee for
each work stage to be performed is agreed between client and architectural professional as
per 4.4

4.2.3 The budget for fee purposes excludes VAT, contingencies and provision for escalation.

4.3 Project cost based fees for a reduced service

4.3.1 Where the architectural professional is not the principal agent: a reduction of the fee
for the work not exceeding 10% of the fee for stages 5 and 6 can be considered

4.3.2 Where the architectural professional is not the principal consultant: a reduction of the
fee for the work not exceeding 10% of the fee for stages 1 to 4 can be considered

4.4 Apportionment of fees between work stages:

4.4.1 The fee applicable to each work stage is apportioned according to the table below and may be
adjusted by agreement. In project specific cases requiring the completion of documentation at
earlier stages, an appropriate increase of the fee apportionment to the initial stages may be
considered.

Work stages 1 to 6 Proportion of fee Cumulative total

1 2% 2%
2 15% 17%
3 20% 37%
4.1 10% 47%
4.2 20% 67%
5 30% 97%
6 3% 100%

4.5 Fees for additional services:

4.5.1 Unless otherwise agreed, the fee for additional services is time based, based on hourly rates as
in the current board notice.

4.6 Time based fees

4.6.1 Where fees for the architectural professional’s services are time based fees, the hourly rates as
in the current board notice apply. Whenever these rates are revised the new rates shall apply to
work performed after the effective date of such revision.

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4.7 Fees for additions and / or alterations

4.7.1 The fee for work that includes alterations is based on the total project cost as a project cost based
fee and increased for that portion of the work comprising or affected by alterations by 30% (130%
of the fee)

4.8 Fees for services provided with respect to the restoration of buildings subject to heritage
legislation

4.8.1 Fees are based on a percentage of total project cost as a project cost based fee. This is based
on the assumption that concept design is not a requirement, the fee is reduced in that respect by
15% and the remainder is increased by 40% (140% of the fee) to provide for the additional
expertise expected of the architectural professional. That is (100 -15) X 140%.

4.9 Fees for a project that includes repeated buildings

4.9.1 For a project consisting of a number of repeated buildings erected under a single building contract
for a single client, the fee may be reduced by agreement, subject to the architectural professional
being retained for a full service and the repeated buildings being:

4.9.1.1 built on one site or a series of adjoining or closely related sites

4.9.1.2 either wholly apart from each other or linked with screen walls, common walls or other similar
means

4.9.1.3 repeats of one or more prototype designs for units, blocks or elements and built from the repeated
use of one or more sets of drawings and related documents with nominal or no modification for
each re-use

4.9.2 The fee for repeated buildings provides for a full fee for the origination of the first buildings, prior to
the repeated buildings, known as prototypes. Thereafter the fee adjustment is applied to the
repeated buildings.

4.9.3 The reduced fee applies to work stages 1 to 4 inclusive. The reduced guideline apportionment is
35% of the guideline for stages 1 to 4 inclusive.

4.9.4 The reduced fee does not apply to work stages 5 and 6. The full guideline fee for these stages
shall apply.

4.10 Fees for buildings repeated under separate building contracts

4.10.1 Where repeated buildings are erected under separate building contracts and the drawings and
related documents for a project are re-used for subsequent projects with nominal or no
modification, the fee may be adjusted as below:

4.10.2 The fee for modifying drawings and related documents and preparing site and service plans for
each subsequent project shall be a time charge for the modifications, to which should be added a
premium of 15% of the full fee, percentage fee and base fee taken together, based on the final cost
of each project.

4.10.3 Where there is no requirement to render any services in respect of the re-use of drawings and
related documents for a subsequent project, it is recommended that a royalty of 7,5% of the fee
based on an agreed estimate of the cost of the subsequent project is payable.

4.11 Fees for an appointment where the architectural professional takes over incomplete work
of another practitioner

4.11.1 The stage of completion shall be agreed and an appropriate budget for the works agreed and the
fee for the incomplete work stage or the stage in which the service is commenced is subject to an
increase of 15%.

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4.12 Fees for inspection, contract administration and close out

4.12.1 The fee for inspecting the works, administering the building contract and achieving close out is
30% of the total fee based on the final cost of each project.

4.13 Fees for deployment of employees

4.13.1 Where an employee of the architectural professional is deployed on site for extended
inspection or other agreed purpose, the amount of the reimbursement shall be the total cost of
employment plus 30%, or as agreed on proven cost.

4.14 Extended initial contractual contract period

4.14.1 In the event that the initial contract period is exceeded by more than 10%, through no fault of
the architectural professional, the architectural professional is to be remunerated for all
additional work resulting from the extension of time at the hourly rates according to the current
board notice together with related re-imbursable expenses.

4.15 Adjustment of fees and disbursements

4.15.1 The fees and disbursements are based on the following parameters:

4.15.1.1 Scope of services

4.15.1.2 Scope of the project/works

4.15.1.3 Project programme

4.15.1.4 Cost of the works Cost of the project

4.15.1.5 Appointment of other consultants

4.15.1.6 Appointment of contractor

4.15.2 Should any material variation to the parameters as stated occur, the guideline fees and
disbursements are adjusted.

4.15.3 Adjustments to the project programme, commonly known as 'fast tracking', that requires the
application of an additional resource by the architectural professional, shall attract an
additional fee.

4.16 Travelling time

4.16.1 Where the fee is a project cost based fee time charges shall apply to travel time regardless of
distance. Where the fee is on a time basis time charges shall apply to the full round trip regardless
of distance

4.17 Fees on termination by the client

4.17.1 Where the agreement between the client and the architectural professional is
terminated the client shall pay for that portion of the service that has been executed.

4.17.2 Termination of the project will attract an additional fee equal to 10% of the full fee in the stage in
which termination occurs.

4.18 Fees for dispute resolution services

4.18.1 For acting as expert witness, adjudicator, mediator or arbitrator, the fee may be the time charge
fee at the hourly rates published in the board notice and increased by 50% (150% of the fee),
or as agreed.

4.18.2 Where projects are referred to dispute resolution, architectural professional s retained on
that project are to be reimbursed for the additional service required of the architectural
professional in relation to the dispute resolution process as necessary.
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4.19 Payment of professional accounts

4.19.1 The architectural professional s accounts are due and payable on p r e s e n t a t i o n .

4.19.2 The architectural professional shall be entitled to render interim accounts.

4.19.3 Fee and re-imbursement invoices may be invoiced separately.

4.19.4 The architectural professional may give notice to the client of intention to suspend work if
payment on interim accounts or any other account has not been received within seven (7)
calendar days from issuing such notice.

4.19.5 If payment is still not received within seven (7) calendar days after given such notice the
architectural professional may suspend any work and/or service until such payment has
been made by the client.

4.19.6 If work or service was suspended and the client has rectified his default by paying any
outstanding account, the architectural professional has to resume work within two (2)
working days after receiving such payment.

4.20 Re-imbursement of expenses

4.20.1 In addition to the fees set out in this schedule, the client shall reimburse the architectural
professional for all reasonable disbursements properly i n c u r r e d .

4.20.2 The expenses contemplated may include the following:

4.20.2.1 printing, photocopying, maps, models, presentation materials, photography and similar
documentation including all reproduction or purchase costs of documents, hotel, subsistence
and travelling expenses, including kilometer allowances at either current Automobile
Association or Department of Public Works rates for vehicle usage as may be agreed, toll
fees and other similar disbursements

4.20.2.2 all payments made by the architectural professional, including fees and other charges for
specialised professional and other services incurred on behalf of the client

4.20.2.3 telephonic, electronic and facsimile communication, special postage and courier deliveries

4.20.2.4 any other disbursements that may be agreed by the client

4.21 Claims to be separate and not set-off

4.21.2 Should the client allege a claim against the architectural professional, a contractor or
any other party involved in the project, such claim shall be dealt with on its own merits. The
client is not entitled to withhold payment of fees or disbursements or part thereof due to the
architectural professional, based on the alleged claim. The client shall make payment without
any set-off and waives all rights to any such s e t -off.

4.22.2 No penalties are applied to professional service agreement contracts. Should professional error,
omission and/or negligence be implied, compensation is sought by dispute resolution or litigation
and claimed from the architectural professional.

4.23 Termination of engagement

4.23.1 Where the agreement between the client and architectural professional is terminated, the client
shall pay the architectural professional for that portion of the work that has been executed.

4.23.2 Where the termination, suspension or deferment of the project is not directly attributable to the
architectural professional, a surcharge of ten (10) percent of the fee determined in clause 4.0
shall apply.

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4.24 General

4.24.1 Suspension or deferment

4.24.2 The client may at any time require that work on the project be suspended or deferred. The
architectural professional shall not be precluded from recovering any damages he may sustain
due to the suspension or deferment of the project.

5.0 CONFIDENTIALITY AND COPYRIGHT

5.1 The client and the architectural professional both shall keep all sensitive information
obtained by them in the context of this agreement and shall not divulge it without the prior written
approval of the other party.

5.2 The architectural professional retains copyright of all documents and/or designs prepared by the
architectural professional for the project. The client has the right to the use and the
benefit of the documentation produced for the sole purpose of its intended use on the project
subject to the compliance with the terms and conditions of this agreement.

5.3 The client is entitled to all data and factual information collected by the architectural professional
and paid for by the client.

6.0 LIMIT OF LIABILITY

6.1 The architectural professional’s liability for any defect in the design of the project/works
will end five (5) years after date of occupation by the client of the project/works.

7.0 TERMINATION
7.1 This agreement may be terminated by either party on the expiry of fourteen (14) days’ notice to the
other party should the other party be in breach of a material term of this agreement. Within thirty
(30) days of payment of the fees and disbursements due, the architectural professional
shall provide copies of documents and other items which, in his opinion, are relevant to the project.
This disbursement shall be reimbursed by the client.

8.0 RESOLUTION OF DISPUTES

8.1 Should any dispute whatsoever arise between the parties, then either party hereto may declare a
dispute by delivering notice of the details thereof to the other party, which dispute shall be referred
to arbitration.

8.2 Prior to arbitration and should the parties so agree, the dispute may be referred to a single mediator
without the parties having legal representation. The mediator shall be selected by agreement
between the parties within fourteen (14) days and be appointed jointly by the parties.

8.3 The mediator shall have absolute discretion in the manner in which the mediation proceedings
shall be conducted.

8.4 The mediator shall deliver a copy of his reasoned opinion to each party within twenty-one (21) days
of his appointment which shall be final and binding to the parties unless either party notifies the
other party in writing of his unwillingness to accept the said opinion. In this event the dispute shall
be referred to arbitration.

8.5 Arbitration shall be by a single arbitrator who shall be selected by agreement between the parties
within fourteen (14) days. The arbitrator shall be appointed jointly by the parties.

8.6 The arbitrator shall have the power to open up, review and revise any opinion, decision or notice
and to determine the matters in dispute which shall be submitted to him.

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8.7 The cost of mediation and/or arbitration as determined by the mediator and/or arbitrator shall be
borne equally by the parties and shall be due and payable to the mediator and/or arbitrator on
presentation of his written account.

9.0 WHOLE AGREEMENT

9.1 This agreement, including the Schedule and any annexures hereto, is the whole of the contract between
the parties and no variation hereof shall have any effect unless reduced to writing and signed by
both parties. The validity of clause 4.0 shall not be affected by the termination of this agreement.

10.0 LAW OF THIS AGREEMENT

10.1 The only law applicable to this agreement is that of the republic of South Africa.

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A3: DOCUMENTS:

Apart from this Agreement, including the Schedule, the flowing documents shall form part of the
agreement

N/a

A4: PROFESSIONAL INDEMNITY INSURANCE:

The architectural professional will provides professional indemnity insurance

underwritten/issued by a registered insurer/underwriter/financial services provider:

YES Y NO

If YES, the following will apply:

Insurer: PSG Insure

Certificate Nº: NA

Retroactive Date: 29 August 1985

Limit of Indemnity: R10 000 000.00

Renewal Date: 30/09/2021

A5: PROFESSIONAL FEES:

The professional fees are calculated as per the current SACAP Gazette, Board Notice
91 of 2020, which shall form the overriding terms and conditions of appointment, service
and applicable fees.

As agreed, the fees Stage 1 Inception and the Additional services required in
connection with work on Heritage buildings will be time based as per the quotations for
these services approved to date.

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 It is agreed that work stages 1 and 2 will be done at risk with the understanding that when the
project proceed, TJ Architects (Pty) Ltd will be the architects for the project or will be paid for the
work stages completed accordingly.

A6: SIGNATURE OF THE CONTRACTING PARTIES

The client appoints the architect who accepts the appointment as the principal agent to carry out
the defined services for the project on the conditions and for the fees and disbursements according
to the clauses of the agreement

Thus done and signed at

on
CLIENT

For and on behalf of the client who by signature hereto warrants authorisation (Print Name)

(Signature)

Thus done and signed at Durban

ARCHITECTURAL PROFESSIONAL

on 26 May 2021

Jodi Davids-Harber
For and on behalf of the architectural professional who by signature hereto warrants
authorisation (Print Name)

(Signature)

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 This certificate is proudly issued to

Jodi C. Davids-Harber (Davids)

registered as a

PROFESSIONAL ARCHITECT
In Terms of The Architectural Profession Act. 2000 (Act No. 44 of 2000)

Registration Number PrArch20897

Registration Date 2009/01/30
Valid Until 2024/01/01

Mrs. Letsabisa R Shongwe Adv Toto Fiduli

President Acting Registrar/CEO

Certificate Serial Number: 24740141-14866