AGREEMENT BETWEEN THE CLIENT AND SIR ALPHY PTY LTD

the Engineering Company

Agreement made as of ___________ day of _________________________of the year ______________

Between the Client :( name and address) and the Engineers :( name and address)
_______ SIR ALPHY Pty Ltd P O BOX 471 Gabane
3102029/75050789/73702397

For the Project: (name and address or location and brief description)
.......

The client and Engineer agree to the following terms and conditions:

1. The Engineers scope of Services consists of:

DESIGN STAGE

During the design stage there are the following services offered:

Design and production of Structural Design Drawings

Advise the Engineer on the structural components necessary for the structure
Advise the client on the adequate design consideration and material to be used

CONSTRUCTION STAGE AND CLOSE-OUT STAGE.

During the CONSTRUCTION STAGE, the engineer shall be managing, administering and monitoring the
contracts and processes including the following:
Inspecting the works for conformity to the contract documentation
Seek approval with the local authority on project concerns
Advise on the design to the contractor and client, including effecting any changes to design and issuing
drawings as may be required by your selves
Carrying regular inspections on the project progress and producing inspection reports for your
information
Issuing the certificate of practical completion
Issuing as built drawings
Assisting the client to obtain the occupation certificate

During the CLOSE-OUT STAGE, the Engineer shall be preparing the necessary documentation to facilitate the
effective completion, handover and operation of the project including:

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 Issuing the certificate of practical completion after the contractors obligation with respect to the
building contract is fulfilled.

2. The Client will pay the Engineers fees and reimbursable expenses as set out below:

FEES PAYABLE WILL BE CHARGED AS FOLLOWS:

i. The design and construction management will be charged as 4.5% of the project construction cost
The breakdown is as follows
Design Stage 48% Broken down as follows
a. Commitment fee P 12 000.00
b. Finalisation of Design Drawings and Submission P 20 000.00
c. Contractor Appointment percentage remaining to 48%

Design fee we had to put figures on it since by then the project construction cost will not yet be established. So the first
two are particular figures which can vary due to the size of the project. Apparent the above were referring to the
baobab project. Then Construction stage should be clear since the total fee for the project will have been established
either through quantity surveyor pricing or through the contract offered to the contractor

Construction Stage 52 % Broken down as follows

a. Construction Stage starting fee P 5 000.00

b. The rest will be equally divided monthly for the duration of the project with the last payment

REINBURSIBLE FEES ARE AS FOLLOWS

a. Transport to site
b. Accommodation at site
c. Drawing Printing

Iii Incase equipment need to be hired or bought for the purposes of testing the quality of work, the cost associated
with such equipment will be passed on to the client.

The reimbursable cost will be the costs of procuring contract document and the cost of printing documents and
drawings and this will be done with the clients approval.

Signed:

Client Engineer/Engineer

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GENERAL CONDITIONS
These are general conditionsof engagement and will apply irrespective of nature or extent of servicesto be provided.
1. Engineering Services
1.1. The scope of services to be provided by the
Engineer according to this agreement is stated in Section
1of the agreement.
2. Remuneration
2.1. Services rendered by the Engineer will be paid for
by the client in accordance with Section 2 of this
agreement.
2.2. In addition to the fees under Section 2this
agreement, the Engineer shall be reimbursed for all
reasonable out of pocket expenses actually incurred in
connection with the commission. Such expenses include
the following:
Printing, reproduction or purchase of drawings
and documents including those used in communication
between the Engineer and the other consultants.
Hotel and travelling expenses including mileage
allowances for cars at agreed rates outside Gaborone and
surrounding areas.
All payment made on behalf of the client,
including expenses incurred in advertising for tenders, clerk
of works and other residential staff.
Fees and other charges for specialist professional
advice, including legal advice, which have been incurred by
the Engineer with specific authority of the client.
3. Consultants Services
3.1. Normal Engineers services do not include
architectural works, quantity surveying, town planning,
mechanical, electrical engineering or similar consultants
services. Where the provision of such services is within the
competence of the Engineers office or where such services
are provided by consultants in association with the
Engineer, such services shall be classified as additional
services.
3.2. The Engineer will advise on the need for
independent consultants and will be responsible for
direction and integration of their work but not for the
detailed design, inspection and performance of the work
entrusted to them.
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3.3. Independent consultants should be nominated
or approved by the Engineer in agreement with the client
and they should be appointed and paid by the client except
where their services are provided as additional services by
the Engineer.
4. Responsibilities
4.1. The Engineer shall not make any material
alteration, addition to or omission from the approved
design without knowledge and consent of the client,
expect if found necessary during construction for
constructional reasons in which case the Engineer shall
inform the client without delay.
4.2. The Engineer shall not be responsible for the
contractors operational methods, techniques, sequences
or procedures, nor safety precautions in connection with
the work, nor shall he be responsible for any failure by the
contractor to carry out and complete the work in
accordance with the terms of the building contract
between the client and the contractor.
4.3. The Engineer may recommend that specialist
sub-contractor and suppliers should design and execute
any part of the work. The Engineer will be responsible for
the direction and integration of their design and for general
inspection of their work but not for the detailed design or
performance of the work entrusted to such sub-
contractors or suppliers.
5. Inspection
5.1. If on-site inspections are included in Section 1 of
the agreement as service rendered , the Engineer shall
endeavour to guard the client against defects and
deficiencies in the work of the contractor, but the Engineer
shall not be required to make exhaustive or continuous
inspections to check the quality or quantity of the job
5.2. Where frequent or constant inspection is
required, a Clerk of Works should be employed. The Clerk
of Works shall be nominated or approved by the Engineer
and be under the Engineers control. The Clerk of Works
may be appointed and paid by the client or may be
employed by the Engineer.
6. Delays, Abandoned Works and Changes in
Instruction
6.1. Extra work and expenses caused in any stage
resulting from delays in receiving instructions, delays in
building operations, changes in the clients instructions,
phased contracts, bankruptcy or liquidation of the
contractor or any other cause beyond the control of the
Engineer, shall be additionally charged by the Engineer.
6.2. Where construction of works is cancelled or
postponed on the clients instruction or the Engineers is
instructed to stop work indefinitely at any time, the
commission may be deemed abandoned and fees for
partial services shall be due.
6.3. Notwithstanding Clause 6.2, if instructions for the
Engineer to continue work are not received from the client
six months after instruction to stop work were issued, the
commissionshall be deemedto have been abandoned.
6.4. Where a commission which has been
abandoned is resumed without substantial alteration
within two years, any fees paid under Clause 6.2 shall rank
solely as payments on account towards total fees payable
on the execution of the works.
6.5. Where a commission which has been
abandoned is resumed anytime with substantial alteration
or is resumed after two years, any fees paid under Clause
6.2 shall be regarded as final payment of the service
originally rendered. The resumed commission shall then be
deemed separate, and fees shall be charged according to
Clause 1.1.
7. Copyright
7.1. Copyright in all drawings will remain the property
of the Engineer unless otherwise agreed in writing with
client.
7.2. The client shall be entitled to reproducing the
design by proceeding to execute the project, but only on
the site on which the design relates.
7.3. The client agrees that the Engineer may use the
drawings, Engineering renderings and photos of the
building for promotional purposes and the client shall allow
the Engineer or his agents to photograph the building for
such purposes when complete.
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8. Disputes Resolution
8.1. The parties to this agreement shall negotiate in
good faith with a view to settling any dispute or claim
arising out of or relating to this agreement and may not
initiate any further proceedings until either party has, by
written notice to the other, declared that such negotiations
have failed.
8.2. Any dispute or claim arising out of or relating to
this agreement, which cannot be settled between the
parties, may be referred by the parties, without legal
representation, to mediation by a single mediator. The
mediator shall be selected by agreement between the
parties and the costs of the mediation shall be borne
equally betweenthe parties.
8.3. If either party were unwilling to agree to
mediation or be dissatisfied with the opinion expressed by
the mediator or should the mediation fail then such party
may:
Serve process instituting action arising out of such
dispute or difference in a competent civil court; or
With the consent of the other party refer the
dispute to arbitration by a single arbitrator to be mutually
agreed upon. The arbitration shall be in accordance with
the provisions of the Arbitration Act of 1965 as amended
and shall be conducted in accordance with such procedure
as may be agreed between the parties or, failing such
agreement, in accordance with the Rules for the Conduct
of Arbitration's published by the Association of Arbitrators
current at the date the arbitrator is appointed.
9. Law of this Agreement
9.1. The only law applicable to this agreement is the
law of the Republic of Botswana.