South African Association of Professional Planners

MEMORANDUM OF AGREEMENT

ENTERED INTO BY AND BETWEEN:

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Herein represented by:

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(hereafter referred to as the "CLIENT"

Of the following address:

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being the address that the CLIENT chooses as his domicilium citandi et executandi

- and -

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Herein represented by:

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(hereafter referred to as the "*PLANNER*") being a Registered Town and Regional Planner as provided for in the Town and Regional Planner’s Act, 1984 (Act 19 of 1984) in respect of which the following Registration Number has been assigned:

Of the following address:

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being the address that the PLANNER chooses as his domicilium citandi et executandi

WHEREAS the CLIENT proposes to -

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(hereafter referred to as the "PROJECT");

AND WHEREAS the CLIENT requests the PLANNER to undertake the duties in respect of the PROJECT as stated herein:

APPOINTMENT OF THE PLANNER

The CLIENT hereby appoints the PLANNER to undertake the duties hereafter mentioned and the PLANNER accepts the appointment subject to the terms and conditions as set out hereafter.

DUTIES OF THE PLANNER

The duties of the PLANNER will be:

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CONTROL OF THE PROJECT

The PLANNER will be in full control of the duties which the PLANNER must undertake in terms of this agreement and will to the best of his ability undertake his duties in the interest of the CLIENT.

APPOINTMENT OF OTHER SPECIALISTS

4.1 Where the PLANNER is of the opinion and after consultation with the CLIENT and at such stages where the parties consider it necessary to involve other specialists, the PLANNER will recommend the appointment of such other specialists and the CLIENT will appoint such other specialists, should he approve of the proposed persons.

4.2 Where the CLIENT appoints other specialists, the PLANNER is appointed as the CLIENT's principal agent and the PLANNER will guide and co-ordinate the services of any such other specialists involved in the PROJECT.

4.3 Any person whom the CLIENT considers necessary to assist the PLANNER for the satisfactory execution of the PLANNER'S duties in connection with the PROJECT shall not be appointed by the CLIENT or withdrawn from the PROJECT without the PLANNER being consulted beforehand.

4.4 Without committing himself, the PLANNER places on record that the following additional specialists and services are likely to be needed in respect of the PROJECT:

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AMENDMENTS TO OR ALTERATIONS OF THE PROJECT

Where circumstances arise which the PLANNER could not reasonably have foreseen or if the CLIENT amends the instruction or the PROJECT which results in amendments to the work already executed, the remuneration and costs associated with the alteration, remuneration, revision or substitution of the work, in order to comply with the amendments to the PROJECT requirements, shall be additionally paid by the CLIENT, in accordance with the stipulations of Clause 15, hereof.

ADDITIONAL DUTIES

Should the CLIENT require that the PLANNER undertake additional duties, over and above the duties as defined in this agreement, the additional remuneration and costs related to such additional duties will be calculated in accordance with the stipulations of Clause 15, hereof.

THE DUTIES OF THE CLIENT

Unless otherwise specified, the duties of the CLIENT wil include the following –

7.1 provision of all data and information in possession of the CLIENT which is needed for the PROJECT;

7.2 the designation of representatives who are empowered to act on behalf of the CLIENT;

7.3 the inspection of documents and information supplied to the CLIENT or an appointed representative by the PLANNER and the taking of decisions related thereto within a reasonable period, to avoid delays; and

7.4 the issuing of all instructions or requests related to the PROJECT through his principal agent, the PLANNER only.

NON-TRANSFERABILITY

Neither the CLIENT nor the PLANNER will assign or transfer their interest or responsibility in this agreement, without the permission of the other, with the proviso that any change in the composition of the firm of the PLANNER will not be considered as an infringement of this clause. If a change should take place in the composition of the PLANNER’S firm, the PLANNER undertakes to consider this agreement as binding upon his firm as it may exist from time to time. Provided that, should such firm disband, the representative of the PLANNER identified in this agreement shall remain professionally, responsible for the execution of the duties of the PLANNER as provided for in Clause 2 hereof.

DEATH OF A PARTY

This agreement may not be cancelled by the death of the CLIENT or the PLANNER. The rights and responsibilities of the CLIENT and PLANNER will be transferred to successors in title or assigns.

10.

CARE AND DILIGENCE

10.1 The PLANNER will apply all reasonable care, diligence and skill in the execution of professional services and duties, will be a dedicated agent and confidanté of the CLIENT and will apply the correct measure of confidentiality in all dealings concerning the information at the disposal of the PLANNER regarding the PROJECT.

10.2 The CLIENT undertakes similarly to provide the PLANNER with all such information, assistance and to provide for his requirements as may be considered necessary by the PLANNER for the execution of his duties and both the PLANNER and the CLIENT will take action within a reasonable time in order to carry out the stipulations of this agreement.

11.

DETAILS REQUIRED

The information and details which will be provided by the CLIENT are related to the PROJECT and the following is specifically needed by the PLANNER:

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12.

ABANDONMENT OR POSTPONEMENT OF PROJECT

Should the PROJECT be abandoned or postponed at the behest of the CLIENT for longer than 60 (SIXTY) days, the PLANNER will be remunerated in accordance with Clause 15 hereof.

13.

TERMINATION OF AGREEMENT

The CLIENT and the PLANNER have the right to cancel this agreement at any time after at least 28 days (Twenty Eight Days) written notification of such termination. In such an event the PLANNER will be remunerated for the work already done in terms of Clause 15 hereof, together with such direct expenses and obligations resulting from such termination as the PLANNER might have.

14.

OWNERSHIP OF DOCUMENTS

No amendments to the whole or any part of plans, documents or models prepared by the PLANNER may be made without the permission of the PLANNER; It may also not be reproduced, published, distributed or made known to a 3^rd (THIRD) party, except in its complete form, without the explicit approval of the PLANNER.

15.

REMUNERATION OF THE PLANNER

The CLIENT agrees hereby to pay the PLANNER in accordance with the Schedule of Fees attached hereto as “Appendix A” which schedule accords with the Tariff of Fees of the South African Council of Town and Regional Planners, as amended from time to time and subject to the following:

15.1 The PLANNER will be entitled to receive payment as a series of interim monthly payments, or at other intervals as may be agreed with the CLIENT from time to time, based on the portion of the service which has been completed and in accordance with the stipulations of the aforementioned fee structure, where applicable.

15.2 The PLANNER will be entitled to an amount as payment in advance, before he starts with the execution of his duties in connection with the PROJECT and the amount which is payable in advance is:

R ---------------------------------------( -------------------------------------------------------------)

16.

PAYMENT OF THE PLANNER’S ACCOUNTS

All accounts in respect of the remuneration and disbursements which are payable to the PLANNER by the CLIENT, will be paid by the CLIENT within 30 (THIRTY) days from the date thereof, failing which interest will be payable at 1% (ONE PERCENT) above the ruling bank overdraft rate of the PLANNER at that time.

17.

REMUNERATION OF OTHER SPECIALISTS

The remuneration of all other specialists involved in the project in terms of Clause 4, hereof, will be paid by the CLIENT following the declaration by the PLANNER that their services were satisfactorily undertaken.

18.

HANDLING FEE

The CLIENT agrees that the PLANNER is entitled to claim from the CLIENT an additional amount, equal to 5% (FIVE PERCENT) of the costs incurred in outside services (excluding the specialists referred to in Clause 17) as a handling fee, being the remuneration for his supervision and liaison work.

19.

ARBITRATION

This agreement is controlled by the laws of the Republic of South Africa. Any dispute or difference of opinion which may result from this agreement or in respect of the compilation thereof, will be referred to a person mutually agreed to by the CLIENT and the PLANNER for arbitration, failing which, a person nominated by the President at that time of the South Association of Consulting Town and Regional Planners of South Africa. The appointment of such an arbitrator and the arbitration will be controlled by the regulations of the Arbitration Act, 1965 or any statutory amendment or stipulation thereof. The decision of the arbitrator will be final and binding on both parties.

THUS DONE and SIGNED for and on behalf of the CLIENT at _______________________ on this _________ day of ___________________________ 2006 in the presence of the undersigned witnesses.

AS WITNESSES:

1. _________________________________

2. _________________________________

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CLIENT

THUS DONE and SIGNED for and on behalf of the PLANNER at ______________________ on this _____________________ day of ___________________________ 2006 in the presence of the undersigned witnesses.

AS WITNESSES:

1. _________________________________

2. _________________________________

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PLANNER

SCHEDULE
1. Project reference
2. Project description
3. Terms of appointment
4. Professional fee as agreed (VAT excluded):		R
Amount in words:
5. The above fees will be payable as follows:
6. The professional fee does not include VAT or general disbursements such as: Application fees, advertisement costs, printing costs, photocopy costs, fax costs, travel time and travel cost. Disbursements are for the account of the CLIENT and payable to the PLANNER on demand.
7. Where the PLANNER is required to provide professional services in addition to those stipulated in Clauses 2 and 3 above, such services shall be remunerated in accordance with the Tariff of Fees of the SA Council for Town and Regional Planners.
I, the undersigned ...................................................................................... being the CLIENT or the authorized agent of the CLIENT referred to in the aforegoing memorandum of agreement, hereby agree to and accept the above-mentioned professional fee and the method of payment set out above. I also sign surety in my personal capacity for any amount which the CLIENT owes to the PLANNER in terms of this agreement and which the CLIENT fails to pay to the PLANNER. SIGNED AT .................................................. ON THIS .................... DAY OF ..................................... 2006. IN THE PRESENCE OF THE UNDERSIGNED WITNESSES: AS WITNESS: 1. ............................................................... 2. ................................................................ ....................................................................... (CLIENT)