Appendix F2a EA Appointment Letter by QCCMhB6Z

VIEWS: 76 PAGES: 16

									                         [TO BE TYPED ON HEADED NOTEPAPER OF
               DOUBLOON DEVELOPMENTS LIMITED OR INSTRUCTING SDC MEMBER]

[Consultant Address]

For the attention of: [Consultant main contact]

                                                                                               [Date]

                                       EMPLOYER’S AGENT SERVICES

Dear Sirs

[insert description of development] (the "Development")
Purchase Order Number: [insert Purchase Order Number here].                      Please quote this on all
correspondence.

Introduction

1          We refer you to the appointment dated1 [          ] 2008 made between (1) Doubloon
                                 2
           Developments Limited and (2) [Consultant] ("Appointment") by which you were appointed
           to the Panel. Words and phrases used in this letter which are also defined terms in the
           Appointment shall have the same meaning in this letter of instruction as in the Appointment.

2          The Appointment provides that the parties may agree particular engagements which
           engagements shall constitute the Project under the Appointment. This letter of instruction
           sets out a separate engagement of you, the Consultant, in connection with the
           Development, which engagement will form the Project, and which you will undertake upon
           acceptance of this instruction in accordance with and subject to the Appointment (as
           amended by Schedule 2 to this letter) (the "Amended Appointment").

3          If you decline to accept this instruction, please advise us within 5 Business Days of the date
           of this letter. If you accept this engagement, please sign where indicated and return to us
           an original signed copy of this letter within 5 Business Days of the date of this letter.

4          If for whatever reason we do not receive your signed acceptance in accordance with
           paragraph 3 of this letter then this offer lapses (provided we may accept a late receipt of
           your acceptance at out absolute discretion), and we may without further notice appoint
           another consultant to undertake this engagement. Unless and until we receive a copy of
           this letter, signed by you, there shall be no liability howsoever arising upon us to make any
           payment to you. Time is of the essence in this regard.

Points of Particular Application

5          For the purposes of this particular engagement:3

           5.1         Vendor's name:        [    ];

           5.2         Vendor's Solicitor:   [    ];

           5.3         Land value:           £[   ];

1
  Project Managers to insert dates provided on the last page of this document.
2
  All highlighted areas as to be filled out or deleted as applicable.
3
  Complete details for each scheme.

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Appendix ‘F2a’ - M-7077825-3
           5.4         Construction cost estimate:     £[      ];

           5.5         Purchase price:          £[     ];

           5.6         Deposit:                 £[     ];

           5.7         Procurement route:       Section 106 Scheme / Non-Section 106 Scheme

           5.8         Building Contractor:     [      ];

           5.9         Building Contract:       [      ];

           5.10        Other Consultants:

                       5.10.1         [list out];

                       5.10.2         [list out];

                       5.10.3         [etc];

           5.11        Services Appended): Part I – Section 106 Schemes applies / does not apply

                                                Part II – Non-Section 106 Schemes applies / does not apply

                                                Part III – CDM Services applies / does not apply

                                                “Employer’s Agents – Service Expectations” applies

                                                “Employer’s Agents – Best Practice Guide” applies

                                                (Nb. with most up-to-date versions of each on ‘Sharepoint’).

           5.12        Fee:                     £[     ];

           5.13        Third Party Rights:      Schedule 4 – Association's Rights applies / does not apply

           5.14        Third Party Rights       Schedule 5 – Beneficiary's Rights applies to [       ] / does
                                                not apply

           5.15        Additional Services:     [insert details if any have been agreed] / none required as at
                                                date of this letter

           5.16        Site Plan:               attached / to follow;

           5.17        Funding:                 approved / not approved;

           5.18        Development Proposals:          attached / to follow;

           5.19        Programme/Deadline:             attached / to follow;

           5.20        Any other information:          does not apply / attached / to follow;




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Appendix ‘F2a’ - M-7077825-3
General

6          For the avoidance of doubt, the parties to this letter ratify and confirm the Amended
           Appointment. This letter and the matters provided in this letter of instruction shall be read,
           construed and applied subject always to the Amended Appointment.

7          This letter constitutes an invitation to you to treat upon these terms, and not otherwise, and
           is to be governed and construed in accordance with English law.

8          Your invoice/invoices for work performed and with full particulars of the make up of the
           invoice is/are to be submitted directly to the Client's office at: [Sovereign Payments Team.
           Woodlands. 90 Bartholomew Street Newbury Berkshire RG14 5EE]4 quoting the Purchase
           Order Number (above).

Yours faithfully




………………………………….
For and on behalf of the Client                                        Date


We the Consultant accept and agree to the above described engagement upon the terms set out in
this letter.




……………………………………………….
For and on behalf of the Consultant                                    Date



Please send a copy of appointment letter to yvonne.mubanga@sovereign.org.uk for
records.




4
    Insert details of instructing client.

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Appendix ‘F2a’ - M-7077825-3
SCHEDULE 1

Part I – EA Services to be provided for Section 106 Schemes

Stage 1 – Pre Contract Stage

1          Visit and inspect the site of the Project.

2          Attend and chair as necessary any initial team meetings, produce and distribute minutes
           from the meeting.

3          Assist in the completion of forms etc. relating to any necessary approvals and consents.

4          Consider the terms of any planning consent and Section 106 obtained in connection with
           the Project and advise thereon.

5          Lead on preparation of information for HQI Assessment, Ecohomes Assessment and KPIs
           if applicable.

6          Advise on procedures and agree contract particulars.

7          Compile a draft set of specifications and/or development agreement or other contract
           documentation if necessary that comply with the Association’s standards, or provide
           comments on the Contractor’s documentation.

8          Review the pre-contract programme as appropriate.

9          Conduct negotiations on the contract price if applicable. Arrange, attend and chair meeting
           if appropriate, produce and distribute minutes.

10         Evaluate, advise and prepare a report on the contract price received (Tender Report). All
           Tender Reports are required to state the following: -

                      The Consultant’s professional appraisal and recommendations.

                      Comment on whether value for money has been achieved with appropriate
                       comparisons with any other recently received tenders.

                      Schedule any deviations from SDS, Lifetime Homes if applicable, the Sovereign
                       standard design brief, Employer’s Requirements and specification and advise on
                       any discrepancies thereon.

                      Cost breakdown provided in a Contract Sum Analysis.

                              Tender reports should be submitted to Sovereign usually not more than one
                               week after the contract price submission.

                              Reports must be submitted before the Building Contract can be entered into.

11         Assist with resolution of deviations from standard Client or the relevant Consortium Partner
           (as the case may be) design brief, ERs and specifications as required.

12         Seeking costs from the Contractor on specification upgrades, negotiating costs on
           Sovereign’s behalf and confirming value for money.


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Appendix ‘F2a’ - M-7077825-3
13         Complete and provide to the Client or the relevant Consortium Partner (as the case may
           be) an SDS checklist if appropriate and advise the Client or the relevant Consortium
           Partner (as the case may be) on discrepancies thereon as assist with resolution or
           obtaining waivers if appropriate.

14         Assess the proposals against Lifetime Homes if appropriate.

15         Finalise and prepare the agreed contract documentation including a contractor’s cashflow,
           stage payments and Value for Money Statement with the contractor so that it reflects the
           requirements of the Client or the relevant Consortium Partner (as the case may be) in
           relation to the relevant Project and arrange for execution by the parties. Check the
           documents before sending them to the Client or the relevant Consortium Partner (as the
           case may be).

16         Report on the sub-contractors that the Contractor employs in relation to the Project. Advise
           the Client or the relevant Consortium Partner (as the case may be) on the contractual
           obligation of any such sub-contractors having a design role to provide collateral warranties
           in the Client's or the relevant Consortium Partner's (as the case may be) favour.

17         Assist with the submission of documentation to funding bodies and any third parties that
           have an interest in the project.

18         Review information provided by the Contractor and that returned by NHBC/Zurich/Premier
           or whichever company is selected to provide defects insurance for the properties to be
           constructed as part of this Project.

19         Co-ordinate, attend and chair pre-contract meeting. (Standard agenda to be adopted
           following issue by Sovereign in due course). Produce and distribute minutes.

20         Ensure the Health and Safety Plan is in place prior to start on site.


Stage 2 – Tender stage (Not applicable)


Stage 3 – Post Contract

21         Monitor and where necessary take all reasonable steps to ensure the Contractor’s
           compliance with the terms of the Building Contract, including the provision of performance
           bonds, collateral warranties, parent company guarantees and evidence of Professional
           Indemnity Insurance and other insurance requirements by the terms of the Building
           Contract and with statutory and regulatory requirements and good professional practice as
           to the design and construction of the Project.

22         Examine any further designs, drawings and documents submitted by the Contractor from
           time to time during the execution of the works using reasonable endeavours to ensure
           compliance with the Project brief/contract. Advise the Client or the relevant Consortium
           Partner (as the case may be) on any disparities and assist in resolution.

23         Visit the site at least twice a month to check the quality and progress of the works against
           the terms and contents of the Building Contract, the contract period and the Contractor’s
           programme. Report back to the Client or the relevant Consortium Partner (as the case may
           be).


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Appendix ‘F2a’ - M-7077825-3
24         Prepare and issue detailed monthly progress reports to the Association including updated
           cashflow forecasts and estimates of anticipated final cost and completion date, and
           comparison with original details.

25         To coordinate, arrange and chair site meetings with the Contractor, sub contractors and
           sub consultants as required and at intervals of not less than one month and giving
           reasonable advance notice to the Association of such meetings (including a summary of
           matters to be discussed) so as to attend if desired. Produce and distribute minutes.
           (Standard form of minutes to be adopted following issue by the Association in due course.)

26         Site visits to take place at the time of valuations and/or site meetings.

27         To issue agendas and minutes within one week of the meeting.

28         Agree the value of payments to the Contractor based on the agreed stage payments or any
           other such basis of valuation as may be agreed under the terms of the contract and report
           thereon. Issue certificate for payment within 3 working days.

29         Liaise with the Client's or the relevant Consortium Partner's (as the case may be) Technical
           Advisor or Clerk of Works to monitor the quality of work.

30         Issuing to the Contractor with the Client's or the relevant Consortium Partner's (as the case
           may be) consent, such orders or instructions as may be necessary for the proper execution
           of the Project.

31         Upon the Client's or the relevant Consortium Partner's (as the case may be) request issue
           instructions to the Contractor to assess the cost and programme implications of any
           potential Contract Instruction.

32         Advise the Client or the relevant Consortium Partner (as the case may be) on the
           reasonableness of any response from the Contractor in relation to a potential Contract
           Instruction. Negotiate with the Contractor as necessary.

33         Following the Client's or the relevant Consortium Partner's (as the case may be) approval,
           issue Contract Instructions as necessary (such minor changes being limited in the
           aggregate to a value not exceeding 5% of the Contract Price).

34         Check, approve and certify as appropriate the Contractor’s Final Statement and Final
           Account. Where appropriate issue an Employer’s Final Statement.

35         Where appropriate, agree the valuation of fluctuations under the terms of the Building
           Contract.

36         Agree in the event of Partial Possession, the value of that part of the Project of which
           possession is given.

37         Advise on values in respect of insurance.

38         Advising the Client or the relevant Consortium Partner (as the case may be) as to Practical
           Completion of the Project in accordance with the terms of the Building Contract, conducting
           all necessary pre-handover inspections and issuing to the Contractor a written statement as
           to practical completion in accordance with the terms of the Building Contract.




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Appendix ‘F2a’ - M-7077825-3
39         Coordinate and monitor any of the following as may be required in conjunction with the
           Association:

           a)          NHBC/Zurich Inspections and Audit Responses;

           b)          Pre-handover Inspections;

           c)          Handover Inspections;

           d)          Notes of Practical Completion;

           e)          Schedule of Defects;

           f)          Notices of Making Good Defects

40         At practical completion using all reasonable endeavours to ensure:

           a.          All appropriate handover information is made available in a timely manner to
                       facilitate the occupation of new homes by our customers and that information for the
                       future management/maintenance is available

           b.          SDS compliance certification supplied (if appropriate)

           c.          Provision of estimate of final account

           d.          CSH compliance certification supplied (if appropriate)

41         Agree the Final Account with the Contractor and issue a Final Statement.

42         Use best endeavours to ensure the Client or the relevant Consortium Partner (as the case
           may be) received all necessary Health and Safety files including As Built plans.

43         During the Defects Liability Period under the Building Contract coordinate and attend the
           defects inspections in accordance with the contractual terms and issue such schedules or
           instructions as necessary regarding making good defects and if appropriate, and subject to
           the Client's or the relevant Consortium Partner's (as the case may be) written consent
           issuing to the Contractor a Notice of Completion of Making Good Defects under the
           Building Contract.

44         Issue all necessary statements etc. relating to the Final Account that may be required by
           the Employer or funding authority.

45         Assist in the settling of any disputes which may arise between the Client or the relevant
           Consortium Partner (as the case may be) and the Contractor (but not including litigation or
           arbitration proceedings or any form of dispute resolution for which you shall be separately
           remunerated) and advise the Client or the relevant Consortium Partner (as the case may
           be) as to the merits of all claims submitted by the Contractor.

Further detail in practical terms is included within the ‘Services Expectations’ document and the
current version of the EA Best Practice Guide.

The Client or the relevant Consortium Partner (as the case may be) reserves the right to require
Additional Services. The terms of this appointment shall apply to any Services provided by you in
connection with a Project before a Project Instruction is issued.


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Appendix ‘F2a’ - M-7077825-3
Part II – EA Services to be provided for Non-Section 106 Schemes (Traditionally Procured)

Stage 1 – Feasibility Stage

1          Visit and inspect the site of the Project and advise on options and issues.

2          Prepare and review the pre-contract               programme     as   appropriate   and   Make
           recommendations as appropriate.

3          Provide budget estimates on a floor area or similar basis and periodically review estimates.
           Reviewing potential area for value engineers.

4          Prepare feasibility estimates of costs for alternative design solutions, including the impacts
           of CSH requirements.

5          Attend and chair as necessary any initial design team meetings.

6          Promote use of standard house types wherever practical.

7          Comment and critique specialist consultant reports.

Stage 2 – Tender Stage

8          Assist in the completion of forms etc. relating to any necessary approvals and consents.

9          Consider the terms of any planning consent obtained in connection with the project and
           advise thereon.

10         Lead on preparation of information for HQI Assessments, Ecohomes Assessment and KPIs
           if applicable.

11         Advise on procedures and agree contract particulars.

12         Compile a draft set of contract documentation that comply with the Association’s standards.

13         Follow the Sovereign Development Consortium Contractors Framework procedure for
           selection of, liaison with and provision of information to the Contractor.

14         Conduct negotiations on the contract price if applicable. Arrange, attend and chair meeting
           if appropriate.

15         Evaluation, advise and prepare a report on the contract price in the prescribed CSA Form
           received (Cost Report). All Cost Reports are required to state the following:

           a.          The Consultant’s professional appraisal and recommendations.

           b.          Comment on whether value for money has been achieved with appropriate
                       comparisons with any other recently received tenders.

           c.          Schedule any variations to the original tender and confirming that the proposed
                       contract sum remains competitive and value for money.

           d.          Any deviations from the Standard brief and SDS if required.


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Appendix ‘F2a’ - M-7077825-3
           e.          Cost breakdown provided in a Contract Sum Analysis.

           Cost reports should be submitted to the Client or the relevant Consortium Partner (as the
           case may be) usually not more than one week after the contract price submission.

           Cost reports must be submitted before the Building Contract can be entered into.

16         Compare the contract proposals against the Client standard design brief, Employer’s
           Requirements and Specification and advise on any discrepancies thereon. Assist with
           resolution as required.

17         Complete and provide to the Client or the relevant Consortium Partner (as the case may
           be) an SDS / DQs (as appropriate) checklist if appropriate and advise the Client or the
           relevant Consortium Partner (as the case may be) on discrepancies thereon as assist with
           resolution or obtaining waivers if appropriate.

18         Advise the Client or the relevant Consortium Partner (as the case may be) and the
           Contractor of all agreed amendments to the Employer’s Requirements and Contractor’s
           Proposals.

19         Finalise and prepare the agreed contract documentation including a contractor’s cashflow,
           stage payments and contract sum analysis with the contractor so that it reflects the
           requirements of the Client or the relevant Consortium Partner (as the case may be) in
           relation to the Project and arrange for execution by the parties. Check the documents
           before sending them to the Client or the relevant Consortium Partner (as the case may be).

20         Report on the sub-contractors that the Contractor employs in relation to the Project. Advise
           the Client or the relevant Consortium Partner (as the case may be) on the contractual
           obligation of any such sub-contractors having a design role to provide collateral warranties
           in the Client's or the relevant Consortium Partner's (as the case may be) favour.

21         Assist with the submission of documentation to funding bodies and any third parties that
           have an interest in the project.

22         Coordinate and provide information to NHBC/Zurich/Premier or whichever company is
           selected to provide defects insurance for the properties to be constructed as part of this
           Project.

23         Prepare a Schedule of Condition for the site surroundings as required.

24         Coordinate, attend and chair pre-contract meeting. (Standard agenda to be adopted
           following issue by SDC).

25         Ensure the Health and Safety Plan is in place prior to start on site.

Stage 3 – Post Contract

26         Monitor and where necessary take all reasonable steps to ensure the Contractor’s
           compliance with the terms of the Building Contract, including the provision of performance
           bonds, collateral warranties, parent company guarantees and evidence of Professional
           Indemnity Insurance and other insurance requirements by the terms of the Building
           Contract and with statutory and regulatory requirements and good professional practice as
           to the design and construction of the Project.


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Appendix ‘F2a’ - M-7077825-3
27         Examine any further designs, drawings and documents submitted by the Contractor from
           time to time during the execution of the works using reasonable endeavours to ensure
           compliance with the Project brief/contract. Advise the Client or the relevant Consortium
           Partner (as the case may be) on any disparities and assist in resolution.

28         Visit the site at least (weekly) unless agreed with the Client or the relevant Consortium
           Partner (as the case may be) to check the quality and progress of the works against the
           terms and content of the building Contract, the contract period and the Contractor’s
           programme. Report back to the Client or the relevant Consortium Partner (as the case may
           be).

29         Prepare and issue detailed monthly progress reports to the Client or the relevant
           Consortium Partner (as the case may be) including updated cashflow forecasts and
           estimates of anticipated final cost and completion date, and comparison with original
           details. Ensure records are detailed and are complete to protect the Client or the relevant
           Consortium Partner (as the case may be) in the event of a contractor dispute.

30         To coordinate, arrange and chair site meetings with the Contractor, sub-contractors and
           sub consultants as required and at intervals of not less than one month and giving
           reasonable advance notice to the Client or the relevant Consortium Partner (as the case
           may be) of such meetings (including a summary of matters to be discussed) so as to attend
           if desired. (Standard form of minutes to be adopted following issue by the Client or the
           relevant Consortium Partner (as the case may be) is due course).

31         Site visits to take place at the time of valuations and/or site meetings.

32         To issue agendas and minutes within one week of the meeting.

33         Agree the value of payments to the Contractor based on the Contract Sum Analysis and
           other such basis of valuation as may be agreed under the terms of the contract and report
           thereon. Issue certificate for payment within 3 working days.

34         Liaise with the Client's or the relevant Consortium Partner's (as the case may be) Technical
           Advisor or Clerk of Works to monitor the quality of the work.

35         Issuing to the Contractor with the Client's or the relevant Consortium Partner's (as the case
           may be) consent, such orders or instructions as may be necessary for the proper execution
           of the Project.

36         Upon the Client's or the relevant Consortium Partner's (as the case may be) request issue
           instructions to the Contractor to assess the cost and programme implications of any
           potential Contract Instruction.

37         Advise the Client or the relevant Consortium Partner (as the case may be) on the
           reasonableness of any response from the Contractor in relation to a potential Contract
           Instruction. Negotiate with the Contractor as necessary.

38         Following the Client's or the relevant Consortium Partner's (as the case may be) approval,
           issue Contract Instructions as necessary, (such minor changes being limited in the
           aggregate to a value not exceeding 5% of the Contract Price).




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Appendix ‘F2a’ - M-7077825-3
39         Check, approve and certify as appropriate the expenditure of provisional sums, the
           Contractor’s applications for interim payment and the Contractor’s Final Statement and
           Final Account. Where appropriate issue an Employer’s Final Statement.

40         Where appropriate, agree the valuation of fluctuations under the terms of the Building
           Contract.

41         Check, negotiate and agree if required and advise Sovereign with recommendations as
           appropriate of any Contractors application for an extension of time and claims for loss and
           expense; subject to the Client's or the relevant Consortium Partner's (as the case may be)
           prior written consent, granting extensions of time to the Contractor as required by the terms
           of the Building Contract.

42         Agree in the event of Partial Possession, that value of that part of the Project of which
           possession is given.

43         Advise on values in respect of insurance.

44         Advising the Client or the relevant Consortium Partner (as the case may be) as to Practical
           Completion of the Project in accordance with the terms of the Building Contract, conducting
           all necessary pre-handover inspections and issuing to the Contractor a written statement as
           to practical completion in accordance with the terms of the Building Contract.

45         Coordinate and monitor any of the following as may be required in conjunction with the
           Client or the relevant Consortium Partner (as the case may be):

           a)          NHBC/Zurich Inspections and Audit Responses;

           b)          Pre-handover Inspections;

           c)          Handover Inspections;

           d)          Notes of Practical Completion;

           e)          Schedule of Defects;

           f)          Notices of Making Good Defects.

46         At Practical Completion using reasonable endeavours to ensure accordance with
           Employer’s Requirements:

            a.         All appropriate handover information is made available to facilitate the occupation
                       of the new homes by our customers and that information for the future
                       management/maintenance is available.

            b.         SDS compliance certification supplied (if appropriate) DQS (lifetime houses
                       CSH/Building for life (HQI)) as appropriate.

            c.         Provision of estimate of final account.

47         Agree the Final Account with the Contractor and issue a Final Statement.

48         Use best endeavours to ensure the Client or the relevant Consortium Partner (as the case
           may be) received all necessary Health and Safety files including As Built plans.


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Appendix ‘F2a’ - M-7077825-3
49         During the Defects Liability Period under the Building Contract coordinate and attend the
           defects inspections in accordance with the contractual terms and issue such schedules or
           instructions as necessary regarding making good defects and if appropriate and subject to
           the Client's or the relevant Consortium Partner's (as the case may be) written consent
           issuing to the Contractor a Notice of Completion of Making Good Defects under the
           Building Contract.

50         Issue all necessary statements etc. relating to the Final Account that may be required by
           the Client or the relevant Consortium Partner (as the case may be) or funding authority.

51         Assist in the settling of any disputes which may arise between the Client or the relevant
           Consortium Partner (as the case may be) and the Contractor (but not including litigation or
           arbitration proceedings or any form of dispute resolution for which you shall be separately
           remunerated) and advise the Client or the relevant Consortium Partner (as the case may
           be) as to the merits of all claims submitted by the Contractor.

Further detail in practical terms is included within the ‘Services Expectations’ document and the
current version of the EA Best Practice Guide.

The Client or the relevant Consortium Partner (as the case may be) reserves the right to require
Additional Services. The terms of this appointment shall apply to any Services provided by you in
connection with a Project before a Project Instruction is issued.




                                                                                                   12
Appendix ‘F2a’ - M-7077825-3
This page is for information only and should not be issued as part of the
                        appointment letter above.

To be used for point 1on the above appointment letter, under introduction.
The table below provides dates on which the various EAs signed up to the ‘Mother appointment’ as
per footnote 1.
These are to be inserted as the reference date for all EA project specific appointments.

                    EA          Date




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Appendix ‘F2a’ - M-7077825-3
SCHEDULE 2

For the purposes of this Project, the Appointment shall be deemed to be amended as follows:

Clause 7 shall be amended to read:

7          THE FEE AND EXPENSES

           7.1         The Client or any Consortium Partner (as the case may be) shall in relation to each
                       Project pay to the Consultant in the manner set out in Schedule 1 the sums
                       constituting the Fee as described in Part 1 of Schedule 1, in accordance with this
                       clause 7.

           7.2         If the Client or any Consortium Partner (as the case may be), by express written
                       request, requires the Consultant to perform any additional services under this
                       appointment or a Project Instruction, the Client or the relevant Consortium Partner
                       (as the case may be) shall pay to the Consultant additional fees calculated in
                       accordance with Part 2 of Schedule 1. Any additional fees shall (in the absence of
                       any other arrangement agreed in writing between the parties) be payable in respect
                       of additional services rendered in the preceding calendar month and shall be paid in
                       accordance with clauses 7.4 to 7.12 below.

           7.3         In addition, the Client or any Consortium Partner (as the case may be) shall
                       reimburse to the Consultant any reasonable expenses incurred by the Consultant at
                       the Client’s or any Consortium Partner's (as the case may be) specific prior written
                       request. Any such expenses shall be payable in respect of expenses incurred in the
                       preceding calendar month and shall be paid in accordance with clauses 7.4 to 7.12
                       below.

           7.4         The due date for:

                       7.4.1         the payment of any instalments of the Fee shall be the last Business
                                     Day of the calendar month in which the trigger for payment specified
                                     in Schedule 1 occurred; and

                       7.4.2         the payment of any additional fee for additional services carried out
                                     in a calendar month shall be the last Business Day of that calendar
                                     month;

                       7.4.3         the payment of expenses incurred in a calendar month shall be the
                                     shall be the last Business Day of that calendar month.

           7.5         Within 5 days of the due date for payment of the instalment of the Fee, or additional
                       fee or expense (as the case may be), the Consultant shall submit to the Client or the
                       relevant Consortium Partner a valid VAT invoice specifying the amount it considers
                       to be due as at the due date, and the basis on which that amount has been
                       calculated. This VAT invoice shall be the "payment notice" required by Section
                       110A(1) of the Housing Grants, Construction and Regeneration Act 1996, as
                       amended by Part 8 of the Local Democracy, Economic Development and
                       Construction Act 2009) (the "HGCRA") and shall be provided even it is considered
                       that the amount to be paid is zero.

           7.6         If a valid VAT invoice is not submitted within 5 days of the relevant due date, the
                       Consultant shall not be entitled to payment in that calendar month. The due date for
                       sums which would have been due to the Consultant had the Consultant issued the

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Appendix ‘F2a’ - M-7077825-3
                       VAT invoice in accordance with the timescale set out above shall be the final
                       Business Day of the next calendar month.

           7.7         If the Client or the relevant Consortium Partner (as the case may be) intends to pay
                       less than the amount specified in any invoice submitted by the Consultant under
                       clause 7.5, they shall give to the Consultant a notice of their intention to do so,
                       specifying the amount that they consider to be due to the Consultant as at the date
                       such notice is given and the basis on which such amount has been calculated. The
                       Client or relevant Consortium Partner shall issue such notice even where it is
                       considered that the amount due is zero. Such notice (which shall be the "pay less
                       notice" referred to in Section 111(3) of the HGCRA) shall be issued no later than 5
                       days before the final date for payment of the relevant instalment.

           7.8         The final date for payment shall be 26 days from the due date. The Client or
                       relevant Consortium Partner (as the case may be) shall pay to the Consultant:

                       7.8.1          the amount specified in the notice issued by the Client or relevant
                                      Consortium Partner (as the case may be) in accordance with clause
                                      7.7; or

                       7.8.2          if no notice has been issued in accordance with clause 7.7, the
                                      amount specified as due in any invoice submitted by the Consultant
                                      under clause 7.5;

                        on or before the final date for payment.

           7.9         The Client or the relevant Consortium Partner (as the case may be) shall pay simple
                       interest on any payments that have not been made to the Consultant by the final
                       date for their payment at the rate set out in Part 3 of Schedule 1 for the period from
                       the final date for their payment until the date of actual payment.

           7.10        All costs, fees and disbursements expressed to be payable or reimbursable by the
                       Client or the relevant Consortium Partner (as the case may be) are exclusive of
                       Value Added Tax unless otherwise stated. Value Added Tax shall be payable by
                       the Client or the relevant Consortium Partner (as the case may be) on the
                       submission by the Consultant of a valid Value Added Tax invoice.

           7.11        The fees payable to the Consultant shall cover the cost of all prints, plans, drawings,
                       sketches, specifications, and other documents of any such nature including any
                       material the Client or the relevant Consortium Partner (as the case may be) may
                       wish to use in legal documents and any copying charges but shall not include the
                       construction and supply of models, the provision of artists’ perspective sketches or
                       the preparation and supply of brochures.

           7.12        For the avoidance of doubt and notwithstanding any other provision of this
                       appointment or any term of any Project Instruction, the Consultant agrees and
                       acknowledges that it shall not have in respect of a Project any claim for payment
                       under this appointment or any Project Instruction against the Client or any
                       Consortium Member save against whichever of the Client or the relevant
                       Consortium Member issued the relevant Project Instruction in respect of such
                       Project.




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Appendix ‘F2a’ - M-7077825-3
Schedule 1 shall be amended to read:

Part I

The rates to apply for any services commissioned under this appointment pursuant to a Project
Instruction are as follows:

[Insert details]

The schedule of payments is as follows:-

Trigger for applications for payment for any Project                Amount of instalment


Entry into the Building Contract                                    40%

Commencement on site of the Works                                   10%

The final Business Day of each calendar month during the Value of the Services rendered
Works                                                                 in that calendar month, provided
                                                                      that the maximum aggregate
                                                                      amount payable by way of
                                                                      monthly interim payments shall
                                                                      be 40% of the Fee.
Issue of certificate of practical completion (or similar certificate) 5%
under the Building Contract

Issue of certificate of making good defects (or similar certificate) 5%
under the Building Contract


Part II - Payment for additional services

Rates for additional services will be commensurate with those rates set out in Part I above.


Part III - Rate of interest on late payments

For the purposes of clause 7.9, interest on late payment shall be payable at the rate of 4% above
the base rate for lending of NatWest Bank plc from time to time in force.




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Appendix ‘F2a’ - M-7077825-3

								
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