Client Agrement

AJA Designs’ Client Agreement and Conditions of Engagement

Alex Cates: Business Director, Josh Cheyne: Financial Director, Alice Morice: Project Management Director

Alice Morice Ref: AJA/01/13

Client Agreement

The purpose of this contract is to define the terms, conditions, and rules of

engagement regarding the works to be carried out by and on behalf of AJA Designs’

(hereafter called the “member”) for the client Mr John Edwards in the Conversion of

an existing Barn.

Contents:

Memorandum of Agreement

Schedule 1 1.0 Project Outline

Schedule 2 2.0 Basic Fee Services

3.0 Additional Fee Services

Schedule 3 4.0 Fees and Expenses

Schedule 4 5.0 Other Appointments

Conditions of Engagement

Memorandum of Agreement

This agreement made on 1st March 2013 is between:

The Client: Mr John Edwards

Address: The Timbers

Hartley Wintney

Hart District

Hampshire

And:

The Member: AJA Designs’

Address: 24, Above Bar Street

Southampton

Hampshire

SO15 2GD

The Project: The conversion and refurbishment of an existing barn

into a luxury bespoke home.




Schedule 1

1.0 Project Outline

Project Name: ‘The Timbers’ Barn Conversion

Project Reference: AJA/01/13

Client Name: Mr John Edwards

Approvals Required: Planning Permission, Building Regulations Application

Further Info: Mr John Edwards has required AJA Designs’ to carry out the

conversion and refurbishment of an existing barn that sits on ½

acre of land, with low carbon technologies considered throughout.

Mr Edwards is the sole owner of the plot. The barn is set within a

conservation area, and therefore the restrictions in place will be

adhered to throughout.

Construction Budget: £1,500,000

Project Start Date: 1st March 2013

Expected Project

Completions Date: October 2014

Related Documentation: Stategic Brief, Relative Drawings,Outline Planning Application.

Condition Surveys and Site inspection.




Schedule 2

4.0 Basic Fee Services

The members appointed for the project by AJA Designs’ will provide the following services at

each stage of the project, based on the RIBA Plan of Work 2007 under a basic fee:

4.1 Preparation

Identification of client’s needs and objectives, business case and possible constraints

on development.

Preparation of feasibility studies and assessment of options to enable the client to

decide whether to proceed.

Development of initial statement of requirements into the Design Brief by or on behalf

of the client confirming key requirements and constraints. Identification of

procurement method, procedures, organisational structure and range of consultants

and others to be engaged for the project.

4.2 Design

Implementation of Design Brief and preparation of additional data.

Preparation of Concept Design including outline proposals for structural and building

services systems, outline specifications and preliminary cost plan.

Review of procurement route.

Development of concept design to include structural and building services systems,

updated outline specifications and cost plan.

Completion of Project Brief.

Application for detailed planning permission.

Preparation of technical design(s) and specifications, sufficient to co-ordinate

components and elements of the project and information for statutory standards and

construction safety.

4.3 Pre-Construction

Preparation of production information in sufficient detail to enable a tender or tenders

to be obtained.

Application for statutory approvals.

Preparation of further information for construction required under the building

contract.

Preparation and/or collation of tender documentation in sufficient detail to enable a

tender or tenders to be obtained for the project.

Identification and evaluation of potential contractors and/or specialists for the project.

Obtaining and appraising tenders; submission of recommendations to the client.

4.4 Construction

Letting the building contract, appointing the contractor.

Issuing of information to the contractor.

Arranging site hand over to the contractor.

Administration of the building contract to Practical Completion.




Provision to the contractor of further Information as and when reasonably required.

Review of information provided by contractors and specialists.

4.5 Use and Aftercare

Inspect the works and prepare final defects listing.

Issue the final certificate on final inspection.

Adhere to a 12 month aftercare period.

5.0 Additional Fee Services

Where the Member is involved in extra work and/or expense for which the Member is not

otherwise remunerated caused by:

The Client’s variations to completed work or services;

The examination and/or negotiation of notices;

The default, bankruptcy, insolvency or liquidation of a contractor;

applications, claims, adjudications and arbitration under a building

contract; delay or any other reason beyond the Architect’s control.

The Member shall be entitled to additional fees which, unless otherwise agreed, shall be

calculated on a time basis.




Schedule 3

6.0 Fees and Expenses

6.1 Fee Basis

The following is a breakdown of how the Fees for services provided by AJA Designs’ will be

charged using the work stages within the RIBA plan of work 2007. AJA Designs’ will be

charging a fee of 10% of the overall construction budget to the client.

Stages A & B: (1 Month) - at an hourly rate of £45: £7,560.

Stages C & D: (5 Months) - at 10% of overall fee: £49,854.

Stage E: (3 Months) - at 20% of overall fee: £28,488.

Stage F: (2 Months) - at 10% of overall fee: £14,244.

Stage G: (2 Months) – at 10% of overall fee: £14,244.

Stages H,J,K,L: (10 Months) – at 25% of overall fee: £35,610.

6.3 Payment Schedule

Anticipated Schedule of Invoices

Date of Invoice Amount to be Invoiced

31st March 2013 £7,560

31st April 2013 £24,374

31st May 2013 £25,480

31st June 2013 £0

31st July 2013 £0

31st August 2013 £0

31st September 2013 £9,204

31st October 2013 £17,525

31st November 2013 £23,408

31st December 2013 £6,799

31st January 2014 £3,703

31st February 2014 £3,381

31st March 2014 £4,075

31st April 2014 £4075

31st May 2014 £4075

31st June 2014 £4075

31st July 2014 £4075

31st August 2014 £4075

31st September 2014 £4075

(N.B. The last 7 months are part of the construction phase, therefore the fee has been divided across

the time to equate to equal monthly payments, this is for the benefit of the Client and the Member.

There is also no fee to be invoiced from June 2013 through to August 2013 as this will be the period

of time where the full planning application is being processed)

All accumulated fees are to be paid monthly direct to AJA Designs’.

Where agreed with the client additional fees will be charged on a progress basis.

Payment of accounts is 14 days from receipt of invoice.




6.2 Interest

Interest to overdue accounts shall be applied at a rate of 10%

Overdue accounts will become active 7 days after a final reminder letter of invoice is

sent out without a prompt response.

6.4 Disbursements

The following is a list of likely expenses which often occur during a project and are divided

into three categories: Paid by the Client, Reimbursed and Included in the Fee:

Paid by the Client:

Fees, taxes, levies or charges payable to authorities

Advertisements and notices

Fees for external consultants

Reimbursed:

Preparations of submissions and attendance at appeals

Rental of specialised equipment

Telephone calls, other than local

Air-freight and courier service

Provision of documents other than to client for client’s own use

Provision of building contracts

Included in Fee:

Photographic Records

Transfer of computer drawings

Presentation material, models and perspectives

A service fee of 10% will be charged for reimbursement of expenses paid by AJA Designs’

on behalf of the client.




Schedule 4

7.0 Other Appointments

7.1 The Member shall recommend the appointment of Site Staff to the Client if in his

opinion such appointments are necessary for the more detailed inspection of the

carrying out of that part of the Works designed by the Member.

7.2 The Member, where appointing and paying such Site Staff on behalf of the Client, shall

confirm in writing to the Client the Site Staff to be appointed by the Client, their

disciplines, the expected duration of their employment, their fee, and the method of

recovery of payments made by the Member on behalf of the Client. The Client, where

appointing and paying such Site Staff direct shall confirm the same details, except for

the payment provisions, in writing to the Member.

7.3 All Site Staff shall be under the direction and control of the Member.

7.4 The Client shall not hold the Member responsible for the competence, proper execution

and performance of the services provided by the Site Staff.

7.5 The appointment of the following will be necessary for this project and will be the duty

of the client to pay the fee, in addition to the fee charged by AJA Designs’.

Quantity Surveyor

Ecological Consultant

Structural Engineer

Building Services Engineer

BREEAM Assessor




Conditions of engagement

In the event of there being any conflict between the Member and the Client in the above

agreement these conditions shall prevail, unless the parties expressly agree to the contrary

in writing.

1. General

1.1 The Member shall agree with the client the terms upon which service is to be provided,

at the time of agreeing to accept the commission and to provide services. Where it is not

possible, initially, to determine the full extent of the scope of the services, it shall be so

determined at the earliest opportunity thereafter. The agreement for services shall

incorporate the following provisions (unless in specific circumstances, the nature of the

commission clearly renders them inappropriate), and is the basis of the contract between

the parties.

1.2 The agreement shall be in writing.

1.3 This document does not purport to include all the provisions of a contract.

2. Client's Authority

2.1 A Member shall obtain the client's authority before proceeding with any service or part

thereof and having received that authority, shall be deemed to have express permission

to give as agent for the client, all instructions necessary for the proper performance of

that service. July 2005 Conditions of engagement.

3. Responsibility of the Client

3.1 It is for the client, on advice, to appoint consultants, specialist contractors or

subcontractors and suppliers, and ensure they are indemnified. The Member is not

responsible for the quality of the work and performance of these consultants, specialist

contractors or subcontractors and suppliers, or payment of their fees unless otherwise

agreed in writing.

4. Responsibility of the Member

4.1 The Member shall inform the client of the methods available for obtaining the current

estimated cost of the work and the timetable necessary for the implementation of the

project.

4.2 Where it is considered that other consultants, specialist contractors or sub-contractors

are required to undertake part of the design work, the Member shall advise the client of

the need, and the client shall appoint such consultants, specialist contractors or sub-

contractors whose fees will be separate from, and additional to, those charged by the

Member.

4.3 The Member shall co-ordinate the design work of the other consultants, specialist

contractors or sub-contractors and integrate it into the overall design for which he is




responsible. However the Member shall not be responsible for the performance of such

persons.

4.4 The Member, if specifically appointed, shall make such periodic inspections of the

construction works as he considers necessary to satisfy himself that the building

contractor is complying in a reasonable manner with the requirements of the building

contract documents.

4.5 The Member shall not be responsible for the performance of a building contractor, or for

the failure of a building contractor, to complete the building work in accordance with the

contract entered into between the client and building contractor.

4.6 No guarantee will be given by the Member that the works will receive the necessary

statutory approvals.

5. Remuneration

5.1 The amount, method and due dates and final dates for payment of the Member's

remuneration shall be mutually agreed between the Member and the Client at the outset.

Fees and expenses8shall be paid by the client on submission of an invoice.

5.2 Invoices shall be paid in full by the due date, and if not, the client shall also pay the

Member interest at the statutory rate payable on High Court Judgements under the

Judgement Act.

5.3 All fees required to be paid to statutory bodies will be paid by the client.

5.4 Additional fees will be charged at an agreed rate, on a time basis where extra work

and/or expense is caused by reasons beyond the control of the Member. These rates to

be agreed at the outset in writing.

5.5 Payment should be made within 28 days of the date of the invoice unless otherwise

agreed in writing (relevant to the payment provisions). The payment provisions set out in

the Scheme for Construction Contracts shall apply unless otherwise agreed in writing.

6. Assignment

6.1 Neither the Member nor client shall assign the whole or any part of his duties without the

other's prior written agreement.

7. Copyright

7.1 The copyright in all designs, drawings, reports, models, specifications, bills of quantities,

calculations and any such other documents prepared by the Member ('the Documents')

shall remain vested in the Member unless otherwise agreed, in writing. However, subject

to the Member having received payment of any fees properly due and owing, the

Member grants a licence to the client to copy and use the Documents for the agreed

project only (but excluding any extension of the project) so as to allow for the efficient

execution of the works. The Member shall not be liable for any use of the Documents for

any purpose other than that for which the same were prepared by the Member.




8. Termination or Postponement

8.1 An agreement between a Member and a client may be postponed or terminated by either

party on 14 days' written notice or as agreed only in the event of specific circumstances,

i.e., material breach or failure to comply with obligations under the agreement which are

not remedied within a particular period and insolvency, bankruptcy etc. of either party. In

the event of such circumstances the Member shall be entitled to remuneration in

accordance with the agreement, for the services provided with due authority to the date

of determination

9. Disputes

9.1 All unresolved disputes or differences under or arising out of the agreement entered into

between a Member and a client may be referred to either:

Small claims or county court if the recovery of fees is an issue;

A single arbitrator in accordance with the Arbitration Acts, or any statutory

modification or re-enactment thereof for the time being in force;

In the instance of non-residential projects, and residential projects where agreed

in writing by both parties, an adjudicator under the Housing Grants, Construction

and Regeneration Act 1996;or

The Chartered Institute of Architectural Technologists' Dispute Resolution

Scheme, which offers mediation and/or arbitration; and is run independently by

the Chartered Institute of Arbitrators.

Signed on behalf of AJA Designs’

Miss Alice Morice (Project Management Director)

Signed by the Client

Mr John Edwards

Client Agrement

Documents

Transcript of Client Agrement