Agreement Sample (pdf) - Namibian Institute of Architechts
Agreement Sample (pdf) - Namibian Institute of Architechts
Agreement Sample (pdf) - Namibian Institute of Architechts
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CLIENT- ARCHITECT AGREEMENT<br />
This client-architect agreement is published by the Namibia institute <strong>of</strong> architects and is copyrighted<br />
EDITION: **<br />
ARTICLES OF AGREEMENT<br />
SCHEDULE OF FEES<br />
DEFINITIONS<br />
STANDARD SERVICESCONDITIONS<br />
SUPPLEMENTARY SERVICES<br />
THE SCHEDULE OF VARIABLES<br />
1. All pages and annexures should be numbered consecutively.<br />
2. Enter description <strong>of</strong> project.<br />
3. Enter description, location and registered number <strong>of</strong> the site/s as stated in the cadastral<br />
description in the title deeds.<br />
4. Where the client or architect is a registered company, the signature should be authorized<br />
by the company’s board <strong>of</strong> directors and a certified copy <strong>of</strong> the resolution should be<br />
appended hereto.<br />
CLAUSE 1: ARTICLES OF AGREEMENT<br />
This agreement, comprising pages numbered 1 to **¹ including any annexure appended hereto, is hereby<br />
entered into by and between<br />
THE CLIENT<br />
Address **and**<br />
THE ARCHITECT<br />
Address**<br />
The client wishing to carry out a project comprising² ** Situated at³ **<br />
It is agreed that the client hereby appoints the architect and the architect accepts the appointment to carry<br />
out the architectural services covered by the standard services for the aforesaid project all as defined<br />
herein, on the conditions and for the fees and disbursements set out herein.<br />
Thus done and signed at ** this**day <strong>of</strong>**20**<br />
CLIENT’S SIGNATURE<br />
** Capacity ** Name in block letters**<br />
Witness:<br />
Name in block letters ** Signature **<br />
Thus done and signed at ** This ** day <strong>of</strong> ** 20 **<br />
ARCHITECT’S SIGNATURE 4<br />
** Capacity ** Name in block letters **<br />
Witness:<br />
Name in block letters ** Signature **<br />
CLAUSE 2: SCHEDULE OF FEES<br />
For the rendering <strong>of</strong> his pr<strong>of</strong>essional services on the aforesaid project it is hereby recorded that the<br />
architect’s fee for standard services shall be as set out below.<br />
For standard services **<br />
2.1. TIME CHARGES<br />
Any work undertaken by the architect on a time charge basis shall be reimbursed to him by the client at<br />
the following rates:<br />
• Principals, partners or directors N$ ** per hour and increased by ** per cent on each anniversary <strong>of</strong><br />
this agreement.<br />
• Registered pr<strong>of</strong>essional staff 17,5c per hour per N$100 or part there<strong>of</strong> <strong>of</strong> gross annual remuneration.<br />
• Other salaried pr<strong>of</strong>essional and technical staff 15c per hour per N$100 or part there<strong>of</strong> <strong>of</strong> gross annual<br />
remuneration.<br />
3.2. DISBURSEMENTS<br />
In addition to the pr<strong>of</strong>essional fees stated above the following costs incurred in connection with the project<br />
shall be reimbursed to the architect by the client.<br />
• Typing, printing and reproduction <strong>of</strong> drawings at current commercial rates or purchase cost <strong>of</strong> all<br />
documents and drawings.<br />
• Photocopies at current commercial rates.<br />
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• Maps, models, photographs including progress photographs necessary for administering the building<br />
contract agreed to or requested by the client at a price agreed to between the parties.<br />
• Long distance and overseas telephone calls, cablegrams, telegrams, telefaxes and telexes at actual<br />
costs.<br />
• International postage and local and international freight charges at actual cost.<br />
• Premiums on any special insurances required by the client.<br />
• Cost <strong>of</strong> structural chemical or other tests.<br />
• Traveling and subsistence expenses beyond a 25 km radius from the architect’s <strong>of</strong>fice in accordance<br />
with the current index <strong>of</strong> costs per kilometer prepared by the Automobile Association <strong>of</strong> Namibia for a<br />
2000cc car and / or first class air fares for principals, economy class air fares for staff. Traveling time<br />
will be charged up to a maximum <strong>of</strong> eight hours per working day. Where an overnight stay is<br />
involved, 3-star accommodation, meals, out-<strong>of</strong>-pocket expenses and any other expenses incurred in<br />
traveling to and from the ultimate destination.<br />
Other as agreed **<br />
CLAUSE 3: DEFINITIONS<br />
In this agreement, unless inconsistent with the context, an expression or word to which a meaning has<br />
been assigned in the Architects’ Act, 1979 (Act 13 <strong>of</strong> 1979) and any amendments thereto, shall bear the<br />
same meaning, and –<br />
3.1. “addition” means the enlargement <strong>of</strong> the architectural area <strong>of</strong> an existing building by way <strong>of</strong><br />
additional building work thereto;<br />
3.2. “administer” means the services provided by an architect in terms <strong>of</strong> a contract for the erection <strong>of</strong><br />
a building;<br />
3.3. “alteration” means any change <strong>of</strong> an architectural, structural, mechanical or electrical nature<br />
made to an existing building and includes any portion <strong>of</strong> an existing building altered as a result <strong>of</strong> a new<br />
extension to such building;<br />
3.4. “architectural area” means the sum <strong>of</strong> the areas <strong>of</strong> the several floors <strong>of</strong> a building including<br />
basement, mezzanine and intermediate floored tiers and penthouses <strong>of</strong> headroom height, measured from<br />
the exterior faces <strong>of</strong> the exterior walls;<br />
3.5. “architect” means the person or persons so named in the Articles <strong>of</strong> <strong>Agreement</strong>, who shall be<br />
registered with the Namibia Council for Architects and Quantity Surveyors and who shall be a member or<br />
members <strong>of</strong> the NIA, or the partnership or the incorporated company so named in the Articles <strong>of</strong><br />
<strong>Agreement</strong> which shall comply with the rules published in terms <strong>of</strong> the Architects’ Act, 1979 (Act 13 <strong>of</strong><br />
1979);<br />
3.6. “as-built drawings” shall mean the working drawings, amended as necessary on completion <strong>of</strong><br />
the project, which show the works as actually built;<br />
3.7. “building scheme” means a design proposal for the erection <strong>of</strong> a building or group <strong>of</strong> buildings,<br />
including all ancillary services, site works and other appurtenances;<br />
3.8. “building contract” means the current edition <strong>of</strong> the “<strong>Agreement</strong> and Schedule <strong>of</strong> Conditions <strong>of</strong><br />
Building Contract” approved and recommended by the Namibia <strong>Institute</strong> <strong>of</strong> Architects, the <strong>Institute</strong> <strong>of</strong><br />
<strong>Namibian</strong> Quantity Surveyors and the Construction Industries’ Federation <strong>of</strong> Namibia;<br />
3.9. “client” means the person, body corporate or public utility corporation or company established by<br />
or under a special Act <strong>of</strong> Parliament or any state, regional or similar authorities engaging the architect to<br />
perform any <strong>of</strong> the services set out herein as designated in the Articles <strong>of</strong> <strong>Agreement</strong>;<br />
3.10. “completion <strong>of</strong> the project” means the date <strong>of</strong> the issue <strong>of</strong> the Certificate <strong>of</strong> Final Completion<br />
referred to in the building contract;<br />
3.11. “consultant” means any person engaged by agreement between the client and the architect to<br />
provide specialized advice on any aspect <strong>of</strong> a project and shall include inter alia a registered quantity<br />
surveyor, a pr<strong>of</strong>essional engineer, a registered town and regional planner or a landscape architect;<br />
3.12. “cost <strong>of</strong> the works” means the final cost <strong>of</strong> all work executed, including the cost <strong>of</strong> the electrical,<br />
mechanical and any other specialist services and site works forming an integral part <strong>of</strong> the project and in<br />
respect <strong>of</strong> which the architect renders the co-ordinating services, provided that the cost <strong>of</strong> the work shall<br />
include the actual or estimated cost <strong>of</strong> any materials, labour or carriage donated or supplied at reduced<br />
cost; and the actual or estimated cost <strong>of</strong> any work excluded from the contract and in respect <strong>of</strong> which the<br />
architect has rendered services described in Clause 4; and any penalties, in terms <strong>of</strong> a building contract,<br />
which may have been deducted from the payments to the contractor; and Value Added Tax (V.A.T); and<br />
shall exclude the fees and disbursements <strong>of</strong> the architect, quantity surveyor, engineer or other<br />
consultants; and the remuneration <strong>of</strong> the client’s site staff, except where the client is the builder;<br />
3.13. “inspection” means such periodic visits to, or in connection with, the works by the architect as are<br />
necessary to determine that the work is proceeding generally in accordance with the requirements <strong>of</strong> the<br />
building contract between the client and the contractor, and for him to provide on-site clarification and<br />
further information as may be required during progress <strong>of</strong> the work, and together with any consultants,<br />
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approving samples <strong>of</strong> materials and workmanship and scrutinizing the contractor’s and any subcontractor’s<br />
shop drawings for conformity with the documentation prepared by the architect and<br />
consultants;<br />
3.14. “private practice” means the practice <strong>of</strong> a person who performs the work <strong>of</strong> a registered architect<br />
for a fee other than a salary and for that purpose holds out as a registered architect and places the<br />
services rendered at the disposal <strong>of</strong> the public, for reward;<br />
3.15. “ project” means a building scheme or commission for the carrying out <strong>of</strong> all or part <strong>of</strong> the work for<br />
which an architect is commissioned;<br />
3.16. “shop drawings” means drawings prepared by a contractor, sub-contractor or other person for the<br />
purposes <strong>of</strong> co-ordinating and executing construction work;<br />
3.17. “specifications” means written descriptions or schedules <strong>of</strong> requirements as to materials,<br />
workmanship, equipment, manufacture, methods <strong>of</strong> installation, design and performance criteria;<br />
3.18. “working drawings” means graphic representations, including plans, sections, elevations, site<br />
plans, construction details, service co-ordination information, schedules and such details and<br />
representations as are within the reasonable competence <strong>of</strong> a registered architect, which are sufficient to<br />
indicate the scope <strong>of</strong> the works for the purposes <strong>of</strong> the execution <strong>of</strong> the project;<br />
3.19. “works” means a building scheme as executed or in the course <strong>of</strong> construction.<br />
CLAUSE 4: STANDARD SERVICES<br />
4.1. Stage 1 – APPRAISAL AND DEFINITION OF THE PROJECT<br />
• Receive, appraise and report on the client’s requirements with particular regard to site information,<br />
planning and statutory requirements.<br />
• Advise the client on the need for the appointment <strong>of</strong> consultants and procedures to meet his<br />
requirements including methods <strong>of</strong> contracting and on any supplementary service (Clause 6), which<br />
may be required.<br />
• Confirm in writing the client’s instructions to proceed.<br />
4.2. Stage 2 – DESIGN CONCEPT<br />
• Advised by any consultants appointed, prepare a design showing space provisions, planning<br />
relationships, standards <strong>of</strong> materials intended to be used and standards and suitability <strong>of</strong> services, in<br />
sufficient detail to enable the design to be approved by the client.<br />
• Advise the client on the feasibility <strong>of</strong> the project as designed, the estimated cost, budget, time<br />
schedule and statutory requirements and on supplementary services.<br />
• Confirm in writing the client’s instructions to proceed.<br />
4.3. Stage 3 – DESIGN DEVELOPMENT<br />
• After approval <strong>of</strong> the design, develop it sufficiently to co-ordinate the work and services <strong>of</strong> consultants<br />
and specialists who have been appointed.<br />
• Discuss the design with the statutory authorities concerned.<br />
• Review the budget and time schedule.<br />
• Confirm in writing the client’s instructions to proceed.<br />
4.4. Stage 4 – TECHNICAL DOCUMENTATION AND APPROVALS<br />
• Prepare drawings and documentation for submission to local or statutory authorities for approval and<br />
working drawings, specifications and other technical documents necessary for the execution <strong>of</strong> the<br />
project.<br />
• Correlate the work <strong>of</strong> any consultants in the preparation <strong>of</strong> the documentation.<br />
• Attend any regular progress review meetings called by the client, the form, frequency and duration <strong>of</strong><br />
which are to be agreed to and stated in the schedule hereto. Unless otherwise agreed herein, where<br />
meetings exceed four hours a month, the excess ranks for charges under supplementary services.<br />
• Confirm in writing the client’s instructions to proceed.<br />
4.5. Stage 5 – CONTRACT ADMINISTRATION AND SUPERVISION<br />
• Call for tenders and/or negotiate the building contract where required.<br />
• Advise the client regarding the award <strong>of</strong> the building contract and the completion <strong>of</strong> contract<br />
documents.<br />
• Confirm in writing the client’s instructions to proceed.<br />
• Prepare the building contract documents and present same for signature by the parties thereto.<br />
• Administer the building contract/s.<br />
• Inspect the works. The form, frequency and duration <strong>of</strong> meetings and visits related to administering<br />
the building contract/s and inspecting the works will vary according to the nature and stage <strong>of</strong> the<br />
construction and the architect should clarify for the client the attention to be provided pursuant<br />
thereto, such to be stated in schedule hereto.<br />
• On completion <strong>of</strong> the project, provide the client with as-built drawings.<br />
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CLAUSE 5: CONDITIONS<br />
5.1. ACT OF PARLIAMENT AND REGULATIONS<br />
The architect is obliged to abide by the Architects’ Act, 1979 (Act 13 <strong>of</strong> 1979) and any amendments<br />
thereto, the regulations framed in terms there<strong>of</strong> and the constitution, regulations and rules <strong>of</strong> the Namibia<br />
<strong>Institute</strong> <strong>of</strong> Architects and Quantity Surveyors, and any amendments thereto.<br />
5.2. CLIENT’S REQUIREMENTS<br />
The client shall clearly and timeously specify his requirements, and provide relevant information,<br />
decisions and instructions to the architect when requested to do so by the architect.<br />
In the event that the client changes his requirements and that such changes involve any addition to the<br />
cost <strong>of</strong> the works, time schedule or pr<strong>of</strong>essional fees, the architect shall advise the client promptly there<strong>of</strong><br />
and, in agreement with the client, confirm supplementary services in terms <strong>of</strong> Clause 6.6.<br />
5.3. SITE DEFINITION<br />
Site boundaries and beacons shall be established on site by a registered land surveyor to be appointed in<br />
terms <strong>of</strong> Clause 5.12. The land surveyor shall provide the architect with a survey drawing as described<br />
in Clause 6.1.2 and any certificates related thereto.<br />
5.4. LEGAL CONSTRAINTS RELATED TO A PROJECT<br />
The client shall provide the architect with the title deeds, diagrams, lease conditions and all other<br />
pertinent legal constraints related to the project, together with any pr<strong>of</strong>essional legal advice thereon as<br />
may be necessary.<br />
5.5. ARCHITECT’S DILIGENCE<br />
The architect shall exercise reasonable diligence and skill in the performance <strong>of</strong> his pr<strong>of</strong>essional services.<br />
5.6. LIMITS TO ARCHITECT’S RESPONSIBILITY<br />
5.6.1. Tenders Exceeding Estimates<br />
The architect in preparing tender or contract documentation undertakes to use his best endeavours to<br />
adhere to the approved estimate but does not guarantee that tenders will not exceed the estimate. In the<br />
event <strong>of</strong> the lowest tender exceeding the approved estimate by more than 15% solely due to the actions<br />
<strong>of</strong> the architect, the architect shall, if so required by the client and at no additional cost to the latter, make<br />
such changes to the design and/or specifications as to reduce the cost to within 15% <strong>of</strong> the approved<br />
estimate or to such higher amount as may be agreed to by the Client.<br />
5.6.2. Consultant and/or Contracted Design Services<br />
The client shall not have the right <strong>of</strong> action against the architect arising from any loss or damage which<br />
the client may suffer arising from any negligence, delay, error or omission on the part <strong>of</strong> any other<br />
consultant.<br />
Where any design service is provided by a contractor, sub-contractor or other specialized trade, the<br />
architect shall not be responsible for any negligence, delay, error or omission <strong>of</strong> their part, or for any<br />
consequences there<strong>of</strong>.<br />
5.6.3. Failure <strong>of</strong> Materials, etc.<br />
The architect shall not be responsible for any material, component, system or workmanship failing to<br />
perform in accordance with the claims <strong>of</strong> the manufacturers, suppliers, contractors or sub-contractors.<br />
5.6.4. Contractor’s Responsibilities<br />
Each contractor, together with his sub-contractors, is directly responsible to the employer for due<br />
performance in terms <strong>of</strong> the building contract. The architect shall use his best endeavours by way <strong>of</strong><br />
contract administration and inspection <strong>of</strong> the works to guard against delays, deficiencies or defects on the<br />
part <strong>of</strong> a contractor but shall not be responsible for, nor does he give any guarantee in regard to the<br />
foregoing, nor for a contractor’s operational methods, techniques, sequences or procedures.<br />
5.6.5. Checking <strong>of</strong> Shop Drawings and Approval <strong>of</strong> <strong>Sample</strong>s<br />
Checking <strong>of</strong> shop drawings or approval <strong>of</strong> samples <strong>of</strong> equipment, materials or workmanship by the<br />
architect is precautionary and does not relieve a contractor or sub-contractor <strong>of</strong> responsibility for<br />
installation co-ordination, erection fit, patent errors or defects contained in shop drawings <strong>of</strong> latent/patent<br />
defects in equipment, material or workmanship, nor does it place responsibility upon the architect for the<br />
foregoing.<br />
5.6.6. Time Limit to Architect’s Responsibility<br />
No claim whatsoever shall be enforceable by the client against the architect arising out <strong>of</strong> or in respect <strong>of</strong><br />
any services rendered by the architect under this contract or otherwise in connection with the carrying out<br />
<strong>of</strong> the project after three years has elapsed from completion <strong>of</strong> the project or suspension, postponement<br />
or termination in terms <strong>of</strong> Clause 5.16 and 5.17 here<strong>of</strong>, irrespective <strong>of</strong> when such claim arises or when<br />
the client acquired knowledge <strong>of</strong> the facts from which the claim arises.<br />
5.7. ARCHITECT’S AUTHORITY TO MAKE CHANGES<br />
The architect shall not make any material alteration, addition or omission to the approved design without<br />
the consent <strong>of</strong> the client except when arising from an emergency or necessity during construction, in<br />
which case the architect shall notify the client as soon as possible <strong>of</strong> the action taken. For the purpose <strong>of</strong><br />
this item a material alteration shall mean an alteration or variation the cost <strong>of</strong> any one <strong>of</strong> which exceeds<br />
the sum stated in the schedule hereto.<br />
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5.8. INSTRUCTIONS TO CONTRACTORS<br />
Instructions to contractor/s related to the works shall only be given by the architect or his authorized<br />
representative.<br />
5.9. CHANGES OF ARCHITECT’S FIRM AND ASSIGNS<br />
Any changes <strong>of</strong> composition or status <strong>of</strong> the architect’s firm shall not affect this agreement and, in so far<br />
as he is able, each partner or co-director binds himself, his successors or assigns to the other party to<br />
this agreement. Save as above, neither party shall assign, sublet or transfer his interest in this<br />
agreement without the written consent <strong>of</strong> the other.<br />
5.10. INCAPACITY OF THE ARCHITECT<br />
In the event <strong>of</strong> the architect’s death or physical or mental incapacity to fulfill his obligations, where he is<br />
not a member <strong>of</strong> a partnership or registered company, the procedure shall be as for Termination, as set<br />
out in Clause 5.17.2.<br />
In the event <strong>of</strong> the architect’s death or physical or mental incapacity to fulfill his obligations, where he is a<br />
member <strong>of</strong> a partnership or registered company, such other partners or the company, as the case may<br />
be, shall complete this contract.<br />
5.11. COPYRIGHT, OWNERSHIP AND USE OF DOCUMENTS<br />
All documents prepared by the architect are copyright and remain his property. The client has the right to<br />
use <strong>of</strong> and benefit from authorized copies <strong>of</strong> documents for the sole purpose <strong>of</strong> this agreement, subject to<br />
his compliance with the terms and conditions set out in this agreement.<br />
5.12. EMPLOYMENT OF CONSULTANTS<br />
Where the architect deems it necessary to obtain any specialized advice from consultants it shall be<br />
provided under his direction. Such services include, inter alia: land surveying, town planning, quantity<br />
surveying, engineering services including structural, mechanical and electrical services, landscape design<br />
or construction methods or procedures.<br />
Such consultants shall be selected by the architect in agreement with the client, and be appointed by the<br />
client. Each consultant shall sign individual agreements <strong>of</strong> employ with the client who will be directly<br />
responsible for the payment <strong>of</strong> consultant’s fees in terms <strong>of</strong> the conditions <strong>of</strong> their engagement.<br />
Instructions to such consultants in relation to the project shall only be given by or through the architect.<br />
5.13. PAYMENT<br />
The architect shall be entitled to render and be paid monthly interim accounts for the payment <strong>of</strong> fees and<br />
disbursements during the progress <strong>of</strong> standard services and any supplementary services. Such accounts<br />
shall be assessed by the architect, pro rata to the pr<strong>of</strong>essional services rendered. The aggregate <strong>of</strong> the<br />
interim payments shall not exceed the total fee payable.<br />
Payment <strong>of</strong> each <strong>of</strong> the architect’s accounts shall be due when rendered and shall be payable at the<br />
address <strong>of</strong> the architect as stated in the Articles <strong>of</strong> <strong>Agreement</strong>. Accounts not paid within 30 days <strong>of</strong><br />
presentation shall accrue interest at a rate <strong>of</strong> 2 percent above the prime bank rate.<br />
5.14. WTHHOLDING OF FEES<br />
Should the client allege a claim against the architect, a contractor or any other party involved in the<br />
project, such claim shall be dealt with in its own right and the client may not withhold payment <strong>of</strong> any part<br />
<strong>of</strong> fees or disbursements due to the architect on such account.<br />
5.15. BUILDING CONTRACT DISPUTES<br />
Any dispute or difference which ay arise between the client or the architect on his behalf and the<br />
contractor, as defined in the building contract, shall, as set out therein, be decided by the architect as part<br />
<strong>of</strong> his standard services. However, for rendering any other pr<strong>of</strong>essional service in connection with or<br />
arising out <strong>of</strong> any arbitration, litigation or dispute, such other service shall rank as a supplementary<br />
service and the architect shall be remunerated accordingly.<br />
5.16. SUSPENSION OR POSTPONEMENT OF THE PROJECT<br />
The client may at any time instruct the architect to suspend or postpone work on the project.<br />
Immediately thereafter the architect shall be entitled to be remunerated in full for all <strong>of</strong> his services<br />
rendered and disbursements to the date <strong>of</strong> such instruction. Upon suspension or postponement <strong>of</strong> the<br />
project, the architect shall be paid in full all outstanding fees and disbursements, plus 7.5% on his total<br />
fees for his services due up to the effective date <strong>of</strong> suspension or postponement. If work on the project<br />
remains suspended or postponed for six months or more from the date <strong>of</strong> such instruction, the architect<br />
shall be entitled to assume that the project has been terminated by the client in terms <strong>of</strong> Clause 5.17.1<br />
and shall advise the client accordingly in writing by registered post. The architect shall not be precluded<br />
from recovering any damages he may sustain due to the suspension or postponement <strong>of</strong> the project.<br />
5.17. TERMINATION<br />
This agreement may be terminated by either party on the expiry <strong>of</strong> thirty days notice in writing to the other<br />
party by registered post.<br />
5.17.1. Termination by the Client<br />
Upon termination by the client the architect shall be paid in full all outstanding fees and disbursements,<br />
plus 7,5% on his total fees due for his services up to the effective date <strong>of</strong> termination.<br />
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Within thirty days <strong>of</strong> receipt <strong>of</strong> payment <strong>of</strong> the above the architect shall deliver to the client one copy <strong>of</strong><br />
each document prepared by him and any other documents or items that may or should be in his<br />
possession and not previously delivered to the client which, in the architect’s opinion, may be relevant to<br />
the project.<br />
5.17.2. Termination by the Architect<br />
Upon termination by the architect, the terms <strong>of</strong> the Clause 5.17.1 shall apply; except that he shall only be<br />
entitled to fees and disbursements related to his services rendered up to the date <strong>of</strong> his notice <strong>of</strong><br />
termination and no additional amount shall be due.<br />
5.18. DISPUTE OR DIFFERENCE ARISING OUT OF THIS AGREEMENT<br />
Should any dispute or difference whatsoever arise at any time hereafter between the parties hereto<br />
concerning this agreement, or its construction or effect, or as to the rights, duties and/or liabilities <strong>of</strong> the<br />
parties hereto <strong>of</strong> either <strong>of</strong> them under or by virtue <strong>of</strong> this agreement or otherwise, or as to any other<br />
matter in any way arising out <strong>of</strong> the subject matter <strong>of</strong> this agreement, then either party hereto may declare<br />
a dispute by delivering the details there<strong>of</strong> to the other party. Such dispute shall forthwith be referred to<br />
the arbitration and final decision <strong>of</strong> an arbitrator as nominated under clause 26 <strong>of</strong> the building contract.<br />
5.19. LAW OF THIS AGREEMENT<br />
It is agreed between the parties to this agreement that the law <strong>of</strong> the Republic <strong>of</strong> Namibia shall be<br />
applicable to this agreement.<br />
5.20. WHOLE AGREEMENT<br />
This agreement, including any annexure hereto, constitutes the whole <strong>of</strong> the contract between the parties<br />
and no variation here<strong>of</strong> shall have any effect unless reduced to writing and signed by both parties.<br />
5.21. SPECIAL TERMS<br />
To be used for any special terms, subject to Clause 5.1, agreed to at the time <strong>of</strong> signing the articles <strong>of</strong><br />
agreement.<br />
5.21.1. “Material Alteration”<br />
A material alteration in terms <strong>of</strong> Clause 5.7 shall mean an alteration or variation the extent <strong>of</strong> any one <strong>of</strong><br />
which exceeds the sum stated in the schedule hereto.<br />
5.21.2. “Progress Review Meetings”<br />
The form, frequency and duration <strong>of</strong> progress review meetings in terms <strong>of</strong> Stage 4 shall be as stated in<br />
the schedule hereto.<br />
5.21.3. “Administration/Inspection Visits and Meetings”<br />
The form, frequency and duration <strong>of</strong> administration/inspection visits and meetings in terms <strong>of</strong> Stage 5<br />
shall be as stated in the schedule hereto.<br />
CLAUSE 6: SUPPLEMENTARY SERVICES<br />
The following supplementary services are additional to the standard services referred to in Clause 4, and<br />
will rank for additional fees.<br />
Supplementary services may be required individually or in varying combinations, or as such together with<br />
standard services. They may be carried out by the architect or by him in collaboration with consultants.<br />
Supplementary services shall only be provided by prior agreement between the client and the architect<br />
and shall be confirmed in writing by the architect to the client stating the scope <strong>of</strong> services required and<br />
the fees related to each service commissioned.<br />
6.1. SPECIAL STUDIES<br />
6.1.1. Studies for the Preparation <strong>of</strong> the Client’s Brief<br />
• Assistance to the client in preparation <strong>of</strong> his requirements with regard to matters relating to the<br />
client’s purpose, use <strong>of</strong> building type or method <strong>of</strong> operation.<br />
6.1.2. Site Selection, Survey and Location Studies<br />
• Investigation and advice on the suitability <strong>of</strong> a proposed site for a given project, other than when<br />
being rendered on a current project under standard services.<br />
• Investigation <strong>of</strong> the physical and chemical properties <strong>of</strong> the soil strata by means <strong>of</strong> trial holes,<br />
borings, probes, loading and laboratory tests.<br />
• Preparation <strong>of</strong> survey drawings indicating beacons, servitudes, site features, levels, contours, flood<br />
lines, altitude, prescribed datum’s and other relevant physical items.<br />
• Research into factors affecting location <strong>of</strong> a proposed project and making recommendations<br />
thereon.<br />
6.1.3. Technical, Economic and Environmental Feasibility Studies<br />
• Investigation <strong>of</strong> and reporting on technical or economic feasibility or need for environmental studies<br />
with the object <strong>of</strong> assisting the client to decide whether to proceed and, if so, in what form.<br />
6.1.4. Market Studies<br />
• Identifying sales potential, letting prospects, etc.<br />
6.1.5.Traffic Studies<br />
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• Studies <strong>of</strong> pedestrian, vehicle and goods traffic generation and flow on site and in relation to its<br />
neighborhood or urban complex.<br />
6.1.6. Operational, Plant and Production Layout Studies<br />
• Research into and analysis <strong>of</strong> the client’s organization or work flow or plant/production layout<br />
provided by others, in terms <strong>of</strong> building volume generation, provisions for expansion, installation,<br />
operating and maintenance procedures.<br />
6.2. SPECIAL DESIGNS<br />
6.2.1. Town Planning Design<br />
• Regional planning, town planning, urban design and township layout.<br />
6.2.2. Master Site Planning<br />
• Defining the considerations relating to and planning the layout <strong>of</strong> one or more future buildings to<br />
relate them, their services and circulations to a current project on the same site, the related<br />
pr<strong>of</strong>essional services on the current project to be remunerated in the fees for standard services.<br />
6.2.3. Landscape Design<br />
• Design, preparation <strong>of</strong> documentation, calling for tenders for or negotiating a contract,<br />
administration <strong>of</strong> the contract and inspection <strong>of</strong> the execution <strong>of</strong> landscape work.<br />
6.2.4. Promotional Material<br />
• Preparation <strong>of</strong> brochures, models or other publicity material for the promotion <strong>of</strong> a project.<br />
6.2.5. Art Work and Graphics<br />
• Advice on or selection <strong>of</strong> art works, features or graphics. No additional fee for this service shall<br />
accrue to the architect where costs <strong>of</strong> art work or graphics form part <strong>of</strong> the cost <strong>of</strong> the works.<br />
• Design and procurement <strong>of</strong> graphics, signs, logos or corporate identity material.<br />
6.2.6. Purpose-Made Items<br />
• Design/technical documentation <strong>of</strong> purpose-made components, elements, fixtures or fittings.<br />
6.2.7. Interiors<br />
• The design or selection, documentation and procurement <strong>of</strong> furniture and furnishings and any<br />
special finishes or fixtures related to interiors.<br />
6.2.8. Plant Procurement<br />
• Design, specification or co-ordination <strong>of</strong> the installation <strong>of</strong> machinery or equipment related to the<br />
use <strong>of</strong> the building such as required for manufacturing, treatment or processing.<br />
6.3. EXISTING PREMISES<br />
6.3.1. Inspections, Surveys and Reports<br />
• Inspections, preparation <strong>of</strong> survey drawings and notes and reports on existing buildings.<br />
6.3.2. Demolitions<br />
• Preparation <strong>of</strong> documentation for purposes <strong>of</strong> demolition, calling for tenders for or negotiating a<br />
contract, administration <strong>of</strong> the contract and inspection <strong>of</strong> the execution <strong>of</strong> the demolition work.<br />
6.3.3. Alterations or Renovations Related to New Work<br />
• Advice on, design, preparation <strong>of</strong> documentation, calling for tenders for or negotiating a contact,<br />
administration <strong>of</strong> the contract and inspection <strong>of</strong> the execution <strong>of</strong> alteration or renovation work<br />
included in building contract for new work.<br />
6.3.4. Valuations<br />
• Valuation <strong>of</strong> property or buildings for the purpose <strong>of</strong> insurance, rental, expropriation, taxation, etc.,<br />
other than any valuation rendered under standard services on a current project.<br />
6.3.5. Restorations<br />
• Services in connection with inspection, measurement and any work related thereto, historic<br />
research, verification <strong>of</strong> authenticity or restoration <strong>of</strong> an existing building.<br />
6.4. SPECIAL ADMINISTRATIVE/LEGAL SERVICES<br />
6.4.1. Local Authority Town Planning Schemes<br />
• Applications for rezoning, change <strong>of</strong> use, amendment <strong>of</strong> town planning schemes or title conditions.<br />
6.4.2. Negotiations<br />
• Negotiation, including where necessary the preparation <strong>of</strong> documentation or models for the<br />
purpose there<strong>of</strong>, with public authorities, adjoining owners or any other party for the purpose <strong>of</strong><br />
obtaining consent for a project or pat there<strong>of</strong>, or to effect changes <strong>of</strong> land use, or to obtain<br />
waivers<br />
6.4.3. Non-Standard Building Contracts<br />
• Additional services arising out <strong>of</strong> the use <strong>of</strong> building contracts other than the building contracts as<br />
defined herein.<br />
6.4.4. Co-ordination <strong>of</strong> Contracts<br />
• Co-ordination <strong>of</strong> two or more individual simultaneous or consecutive building contracts on the same<br />
site or building.<br />
6.4.5. Cost Checking “Cost Plus” or “Managed” Contracts<br />
• Checking cost data provided by a contractor operating on a “cost plus” or “managed” contract.<br />
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6.4.6. Extended Visits or Meetings<br />
• Extended visits or meetings in excess <strong>of</strong> that stated in items 5.21.2 and 5.21.3.<br />
6.4.7. Extended or Constant Supervision<br />
• Providing extended or constant supervision <strong>of</strong> the works by resident architect’s representative or<br />
clerk <strong>of</strong> works.<br />
6.4.8. Sectional Titles<br />
• Preparation <strong>of</strong> documentation to meet the requirements <strong>of</strong> the regulations under the Sectional Title<br />
Act 1971, and any amendments thereto, the fee to be in accordance with the provisions <strong>of</strong> that<br />
Act.<br />
• Fees under the aforementioned Act do not cover the following services, which shall rank as<br />
additional fees:<br />
• Documentation covering common property allocation.<br />
• Composite plans as required by local authorities.<br />
• As-built drawings.<br />
• Drawings or submission for approval to public authorities <strong>of</strong> deviations not previously approved.<br />
• Copies <strong>of</strong> documents additional to those required to open the Register contemplated in that Act.<br />
6.4.9. Default/Insolvency <strong>of</strong> Employer, Contractor or Nominated Sub-Contractor<br />
• Pr<strong>of</strong>essional services arising from default or insolvency <strong>of</strong> the employer, contractor or nominated<br />
sub-contractor as defined in the building contract.<br />
6.4.10. Litigation and Arbitration<br />
• Advice on or assistance in litigation or arbitration.<br />
6.4.11. Damage to or Destruction <strong>of</strong> the Works<br />
• Services arising out <strong>of</strong> damage to or destruction <strong>of</strong> the works or part there<strong>of</strong>.<br />
6.5. MAINTENANCE MANUAL<br />
• Preparation <strong>of</strong> a manual for the maintenance <strong>of</strong> a building or its service installation.<br />
6.6. SUPPLEMENTARY OR REVISED DOCUMENTATION<br />
• Preparation <strong>of</strong> supplementary or revised documentation due to the exigencies <strong>of</strong> the project or to<br />
cater for supplementary or revised requirements arising subsequent to receipt <strong>of</strong> the client’s<br />
instructions to proceed and the architect’s work having been commenced<br />
6.7. OTHER SERVICES<br />
• As may be specified by the parties: **<br />
CLAUSE 7: THE SCHEDULE OF VARIABLES<br />
Clause 5.21.1.<br />
The value <strong>of</strong> a material alteration shall not exceed the sum <strong>of</strong> N$ **<br />
Clause 5.21.2.<br />
Stage 4: Progress review meeting shall be held for a maximum duration <strong>of</strong> ** hours at Intervals not <strong>of</strong><br />
more frequently than **<br />
Clause 5.21.3.<br />
Stage 5: Administration/ Inspection visits shall be made for a maximum duration <strong>of</strong> ** hours, at intervals <strong>of</strong><br />
not more frequently than **<br />
Stage 5 meetings shall be held for a maximum duration <strong>of</strong> ** hours, at intervals <strong>of</strong> not more frequently<br />
than **<br />
Clause 6<br />
Supplementary services to be provided by the architect shall be **<br />
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