Form MS36_Thai

Client Architect Agreement

File: Project A04a

PROJECT NAME CONDITIONS OF ENGAGEMENT (THAILAND) SCOPE OF THE BEAUMONT PARTNERSHIP SERVICE DATE

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THIS AGREEMENT is made on (date)...................................

between: and: The Beaumont Partners Co., Ltd.

WHEREAS: The Client wishes to engage The Beaumont Partners Co., Ltd. to provide certain Professional Services for a project which the Client wishes to undertake (the Project). NOW THIS AGREEMENT WITNESSES: The Client engages The Beaumont Partners Co., Ltd. and The Beaumont Partners Co., Ltd. agrees to provide those services on and subject to the terms. SIGNED for and on behalf of the Client: in the presence of:

(Sign)........................................... Print name................................... Authorized Representative Dated...........................................

(Sign)........................................... Print name................................... Witness Dated...........................................

SIGNED

for and on behalf of The Beaumont Partners Co., Ltd:

in the presence of:

(Sign)...........................................

(Sign)...........................................

Print name................................... Print name................................... Director The Beaumont Partners Co., Ltd. Witness Dated........................................... Dated...........................................
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TERMS OF ENGAGEMENT FOR PROFESSIONAL SERVICES

1.0 1.1 1.2

SERVICES TO BE PROVIDED A description of the location and nature of the project (the Works) envisaged for the duration of the Agreement is set out in Item 1 of the Appendix. The Beaumont Partners Co., Ltd shall perform such of those services as are described in Item 2 of the Appendix in this Agreement (Scope of Services) RESPONSIBILITY AND AUTHORITY Service In the performance of the Scope of Services The Beaumont Partners Co., Ltd shall exercise reasonable skill and care in conformity with the normal standards of a Professional Designer.

2.0 2.1

2.2

Authority The Client and The Beaumont Partners Co., Ltd shall agree the design which shall be approved in writing by the Client (the Design). The Beaumont Partners Co., Ltd shall ensure that the work to be carried out by the appointed Contractor shall be in accordance with the Design. The Client authorizes The Beaumont Partners Co., Ltd to act as the Clients agent in such matters as set out or implied in this Agreement relating to the Works and as set out or implied in the particular contracts adopted for the Works, in which case The Beaumont Partners Co., Ltd shall subsequently notify the Client. Where The Beaumont Partners Co., Ltd Scope of Services includes the administration of a contract, all instructions to the Contractor or other contractors shall be given by The Beaumont Partners Co., Ltd as agent for the Client unless the relevant contract specifically provides otherwise.

2.3

Variations to Design The Beaumont Partners Co., Ltd shall not make any material alteration to, addition to, or omission from the approved Design without the consent of the Client, except in case of urgency and in relation to non material alterations during construction, in which case The Beaumont Partners Co., Ltd shall subsequently notify the Client promptly.

2.4

Variations to Cost or Time The Beaumont Partners Co., Ltd shall inform and seek further instruction from the Client within a reasonable time if The Beaumont Partners Co., Ltd has reason to believe that the authorized expenditure or the approved time programme (if any) for the design of the Project is likely to be varied significantly.

2.5

Proceeding with the Services

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The Beaumont Partners Co., Ltd shall not commence provision of the Scope of Services until authorised to do so by the Client in writing. 2.6 Other Consultants Specialist consultants may be required to assist The Beaumont Partners Co., Ltd, and where consultants are appointed, The Beaumont Partners Co., Ltd shall direct them and integrate their services. 2.7 Specialist Contractors and Suppliers If the Client directs that specialist contractors and / or suppliers design part of the Project, The Beaumont Partners Co., Ltd shall be responsible only for the integration of such design into the design provided by The Beaumont Partners Co., Ltd. If The Beaumont Partners Co., Ltd advises the Client in writing that the selection in his opinion is inappropriate, and the Client selects to use those materials despite such advice, any subsequent time and cost repercussions relating to the integration of those materials into the Project are the responsibility of the Client. 2.8 Inspection The Beaumont Partners Co., Ltd shall make such inspections as may reasonably be necessary in order to be satisfied that the buildings or other works executed are in accordance with the design intent

***We will write this (Supervision or superintendence of work performed under the building contract or paragraph for project other contract or contracts forms part of the Scope of Services to be performed and requests site provided by The Beaumont Partners Co., Ltd pursuant to this Agreement.) Supervision or superintendence only!!!
3.0 3.1 CLIENTS RESPONSIBILITIES Clients Instructions The Client shall give to The Beaumont Partners Co., Ltd, instructions adequate to define the Clients requirements including if The Beaumont Partners Co., Ltd reasonably requests a written brief, programme and budget. 3.2 Site Particulars and Specialised Counselling The Client is responsible for the provision of all legal, survey, access and other particulars concerning the site, including particulars of existing structures, on site measurements, services and features, sub-surface conditions and adjoining sites and structures, and for the provision of specialized services not normally provided by Designers, including electrical, air conditioning, hydraulic services and set out information. Should The Beaumont Partners Co., Ltd undertake to obtain such particulars or specialist services on the instruction of the Client, The Beaumont Partners Co., Ltd shall do so as agent of the Client and at the Clients expense. The Client shall provide any necessary specialized counseling not normally provided by an equivalent professional engaged on the same or similar Works. 3.3 Client Decisions

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The Client shall consider The Beaumont Partners Co., Ltd submissions and give decisions and provide required information to The Beaumont Partners Co., Ltd within a reasonable time, so as not to delay The Beaumont Partners Co., Ltds work.

3.4

Clients Representatives The Client may nominate in writing its representative with authority to give instructions to The Beaumont Partners Co., Ltd with respect to the services. Such representative may be a Project Manager appointed by the Client.

4.0 4.1

FEE CONDITIONS Progress Payments The Beaumont Partners Co., Ltd is entitled to periodic payment of amounts commensurate with the extent of the Scope of Services then having been provided in accordance with Item 3 of the Appendix. The Beaumont Partners Co., Ltd will invoice the Client progressively on a monthly basis or otherwise as frequently as agreed between the parties. The Client must pay The Beaumont Partners Co., Ltd within 14 days of the date of an invoice.

4.2

Fee Basis The fee payable by the Client to The Beaumont Partners Co., Ltd shall be determined by reference to the method stated in Item 3 of the Appendix, provided that if no method is stated the fee shall be calculated on a time charge basis at the rates stated in the Appendix.

4.3

Disbursements The Client shall reimburse The Beaumont Partners Co., Ltd for expenses reasonably and properly incurred in connection with Scope of Services provided under this Agreement. Such expenses shall include but shall not be limited to the following: (a) (b) (c) (d) (e) (f) (g) (h) (i) Fees paid by The Beaumont Partners Co., Ltd to Authorities having jurisdiction over the relevant works. Advertisements and published notices authorized by the Client in connection with those works. The provision of any drawings or documents except six (6) contract sets. The provision of all building or other contracts. Special services as requested by the Client, such as perspective drawings, models, maintenance manuals, and work-as-executed drawings. Costs or expenses of Specialist advisers or consultancy advice, where required by the client. Telephone calls (other than local calls), facsimile transmissions, telex messages, air freight, courier services, photocopying of specifications and reports. Rental of specialized equipment where required by the Client. Any legal fees incurred.

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4.4

Travelling Expenses The Client shall reimburse The Beaumont Partners Co., Ltd for expenses incurred by The Beaumont Partners Co., Ltd in respect of: (a) Travel and incidental expenses between The Beaumont Partners Co., Ltds office and the site of the Project or places where work for the Project is being carried out, where the distance each way exceeds 30 kilometres, and; Other travel in connection with the Project where authorized by the Client.

(b)

The basis for reimbursement shall be: (i) (ii) (iii) (iv) 4.5 in relation to fares; the means of transport reasonably selected by The Beaumont Partners Co., Ltd including parking charges, taxis and the like; in relation to car expenses; according to the allowance per kilometer stated in the Appendix; in relation to the time allowance; at the rate stated in the Appendix; in relation to the living allowance; the actual cost of accommodation and meals where it is necessary to obtain overnight accommodation.

Overdue Payments The Beaumont Partners Co., Ltd is entitled to charge interest on monies overdue under this Agreement at the rate of the (maximum) overdraft rate charged by The Beaumont Partners Co., Ltds principal bankers plus 2% per annum of all fees due and not paid within 30 days of the date of the invoice rendering the account.

4.6

Alterations to Fees If any of the following occur: (a) (b) if The Beaumont Partners Co., Ltds required Scope of Services is increased due to changes in the Clients instructions or requirements, including increases in the extent of the Works, or; if, due to the Clients instructions or lack of instruction, a prolonged delay or suspension in the provisions of the Works occurs, or the provision of the Scope of Services continues beyond the period described in Item 3 of the Appendix, or; if The Beaumont Partners Co., Ltd must arrange or supervise the relocation or installation of the Clients equipment, furniture, fixtures or fittings, or; if, after the Client has approved the design of the relevant Works, or a relevant stage of the Works, the Client requires alterations or modifications to that design, then where the fee basis for this Agreement shall be either lump sum or percentage based, The Beaumont Partners Co., Ltd shall be entitled to be paid by the Client an additional fee charged on a time basis for such additional costs or expenses incurred by The Beaumont Partners Co., Ltd referable to those additional or changed services.

(c) (d)

4.7

Special Contracts

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If by instruction of the Client, The Beaumont Partners Co., Ltd is required to document and / or administer works governed by a special contract having unusual conditions, or a contract other than one of the standard contracts commonly used in the building industry, and if, as a result of this, additional work is incurred by The Beaumont Partners Co., Ltd, an additional fee shall be chargeable in accordance with the work involved. Should any such additional fee become or appear likely to become chargeable, The Beaumont Partners Co., Ltd shall promptly notify the Client. 4.8 Other Services Where any service not included in the Scope of Services is required by the Client to be provided by The Beaumont Partners Co., Ltd, and the fee for such other service is not expressly stated in this agreement, such fee shall be on a time charge basis described in Item 3 of the Appendix unless otherwise agreed.

4.9

Records Records of disbursements and expenses pertaining to services, records of additional services and records of services on a time charge basis shall be kept by The Beaumont Partners Co., Ltd on a retrievable basis and shall be available for inspection by the Client or his authorized representative. Such records shall be sufficient evidence of the extent of such disbursements, expenses or time spent.

5.0 5.1

OTHER CONDITIONS Ownership of Documents and Copyright The drawings, specifications and other documents provided by The Beaumont Partners Co., Ltd, are the property of The Beaumont Partners Co., Ltd whether the work for which they are made is expected or not. The Client is licensed to use the drawings, specifications and other documents solely for the Works for which they are made. The documents shall not be used for other work except with the written consent of The Beaumont Partners Co., Ltd which shall not be unreasonably withheld. The Beaumont Partners Co., Ltd may terminate the license if the Client breaches his obligation to pay The Beaumont Partners Co., Ltd. Copyright in all drawings, specifications and other documents and any work executed from them remains the property of The Beaumont Partners Co., Ltd.

5.2 Termination a) In the event of failure to perform either part or whole of this Agreement by either party, the other party may terminate this Agreement upon fifteen (15) days written notice to the party who fails to perform. b) In the event of termination of this Agreement by the Client at any stage of the work due to discontinuance or indefinite suspension of the Project, the Client shall compensate The Beaumont Partners Co., Ltd for the services completed up to the effective date of termination of the Agreement and
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shall pay any outstanding monies due up to the time of termination, the compensation to The Beaumont Partners Co., Ltd shall be pro-rate to the quantum of the work completed under the particular phase of service and the pertinent scale of fees. c) Upon presentation by The Beaumont Partners Co., Ltd of the statement of outstanding fees due to The Beaumont Partners Co., Ltd, the Client shall pay The Beaumont Partners Co., Ltd within thirty (30) days. 5.3 Assignment Neither the Client nor The Beaumont Partners Co., Ltd shall assign or transfer this Agreement without the written consent of the other. Consent to assignment shall not be unreasonably withheld. 5.4 Disputes In the event that any dispute or difference what so ever shall arise from the performance or as to the meaning of this agreement; such dispute or difference shall be submitted to a selected arbitrator agreed to by both parties, who shall make a determination within 24 hours after considering the issues with representatives of both parties. The decision of the arbitrator shall be binding to both parties; (or) such dispute or difference shall be finally settled by arbitration in accordance with the provisions under Thai Arbitration Act. B.E 2545. The arbitration proceeding shall be carried on in Bangkok

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APPENDIX ITEM 1 CLIENT Client Representative Name of the Works Location of the Works Nature of the Works Envisaged duration of the Works ITEM 2 SCOPE OF SERVICE

Architecture Services

Interior Design Services

Landscape Architecture

Project Management

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ITEM 3

PROFESSIONAL FEES PAYABLE Fee :

Total Excl. Fee cash flow as follows:

Baht. 7% Vat.

Mobilization (date) Briefing (date) Schematic design (date) Design Development (date) Documentation (date) Site Administration (date) Completion of defects lists (date) Total

B. B. B. B. B. B. B. Baht

% % % % % % % 100 %

Additional Fees: Where an additional fee is chargeable under this agreement, it shall be calculated as a fee for service at the hourly rate/s charged by the Beaumont Partnership, as scheduled below: - Project Director (Expat)..........................................................5,200 per hour - Senior Project Director / Senior Project Manager....................2,900 per hour - Project Director / Project Manager..........................................2,100 per hour - Senior Project Leader.............................................................1,800 per hour - Project Leader........................................................................1,400 per hour - Senior Project Professional / Senior Site Attendant................1,100 per hour - Project Professional / Site Attendant.........................................900 per hour - Project Administrator.................................................................900 per hour Travelling Expenses In relation to car allowance per kilometre for travel exceeding 30 kilometres each way will be 7.0 Baht/ Km

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