moses stadium is looking for to operate and run a family … document... · 2012-09-03 ·...

The Moses Mabhida Stadium is looking for experienced restaurateurs to operate and run a family restaurant in the Retail Area

[Ref: MMS Shop 1 RETAIL TENANT]

Shop 1, consisting of 619m2 space in the retail area at The Moses Mabhida Stadium has recently become available and is to be leased out to an independent third party, as an owner‐run family restaurant outlet that will be open for breakfast, lunch and dinner on a daily basis. The restaurant should provide a variety of food offerings in and should fit in with the leisure theme of the Moses Mabhida Stadium. The appointed party will be required to enter into a Lease Agreement and comply with the operational rules of the Moses Mabhida Stadium, which will form part of the Lease Agreement. Interested parties who have extensive experience in running and operating restaurants are invited to express their interest to be considered as a potential lessee. Interested parties are therefore requested to complete and submit the Moses Mabhida Stadium MMS SHOP 1 RETAIL TENANT application forms as directed below.

STEP ONE: COLLECTION OF APPLICATION DOCUMENTS

Background information and the MMS SHOP 1 RETAIL TENANT application forms will be available from Friday the 31st August 2012 and can be obtained via the following means:

1. Download the application documents from www.durban.gov.za at no charge

2. Collect hard copies of the application documents from the Moses Mabhida Stadium Visitors Centre; Isaiah Ntshangase Rd [formally Walter Gilbert Rd] and pay a non‐refundable R 100 fee per set of documents.

STEP TWO: ATTENDANCE AT COMPULSORY BRIEFING SESSION

A compulsory visit to the shop is scheduled for Thursday 6th September at 10h00 and non attendance will render the tender non‐responsive. Interested parties should meet in the open area adjacent to the sky car station on Isaiah Ntshangase Avenue at 10h00, where a register will be taken. Afterwards, the premises will be available for inspection by prospective tenderers’ until 17:00.

STEP THREE: SUBMISSION OF APPLICATIONS

Completed Application Documents in sealed envelopes, clearly with “MMS SHOP 1 RETAIL TENANT APPLICATION FORMS” must be deposited in the Tender Box located in Moses Mabhida Stadium Visitors Centre, Isaiah Ntshangase Rd [formally Walter Gilbert Rd] (business times: 08:00 – 18:00 Monday to Friday) by no later than 12h00 on Friday the 14th September 2012. LATE SUBMISSIONS WILL NOT BE CONSIDERED.

For further information please contact the following people:

Technical Information: Slindele Dube 031‐582 8242 [email protected]

http://www.facebook.com/eThekwiniM

http://twitter.com/eThekwiniM

Administration Information: Elke Hefer 031‐204 3800 [email protected]

All correspondence will be treated as confidential and the content and information shared will only be used in regards to the Moses Mabhida Stadium procurement process.

http://www.facebook.com/eThekwiniM

http://twitter.com/eThekwiniM

MOSES MABHIDA STADIUM

EXPRESSION OF INTEREST

CONTRACT No : MMS2012/R01

MMS SHOP 1 RETAIL TENANT

Issued by : Municipal Management Services (PTY) LTD

MOSES MABHIDA STADIUM

44 ISAIAH NTSHANGASE ROAD

DURBAN 4000 Date of Issue : 31 August 2012

NAME OF RESPONDENT :...................................................................................................................................

CONTENTS

____________________________________________________________________________________

PART PAGE

E1 SUBMISSION PROCEDURES

E1.1 NOTICE AND INVITATION TO SUBMIT AN EXPRESSION OF INTEREST E1.1

E1.2 SUBMISSION DATA .............................................................................. E1.2

E2 RETURNABLE DOCUMENTS E2.1 LIST OF RETURNABLE DOCUMENTS ............................................... E2.1

E2.2 SUBMISSION SCHEDULES ............................................... .................. E2.2 E3 DEVELOPMENT GUIDELINES

E3.1 DEVELOPMENT GUIDELINES .............................................................. E3.1

E4 ANNEXES

E4.1 DRAFT LEASE AGREEMENT ............................................................... E4.1

E4.2 SCHEDULE OF FINISHES AND ALLOWANCES ................................. E4.2 E4.3 RETAIL TENANT CRITERIA ................................................................. E4.3

____________________________________________________________________________________

Contract No. MMS2012/R01 E1.0 PART E1

Contract: SHOP1 RETAIL TENANT SUBMISSION PROCEDURES

PART E1 : SUBMISSION PROCEDURES

PAGE

E1.1 NOTICE AND INVITATION TO SUBMIT AN EXPRESSION OF INTEREST ................. E1.1

E1.2 SUBMISSION DATA ...................................................................................................... E1.2



E1.1 : NOTICE AND INVITATION TO SUBMIT AN EXPRESSION OF INTEREST

The Moses Mabhida Stadium is looking for experienced restaurateurs to operate and run a family restaurant in the Retail Area

[Ref: MMS Shop 1 RETAIL TENANT]

Shop 1, consisting of 619m2 space in the retail area at The Moses Mabhida Stadium has recently become available and is to be leased out to an independent third party, as an owner-run family restaurant outlet that will be open for breakfast, lunch and dinner on a daily basis. The restaurant should provide a variety of food offerings in and should fit in with the leisure theme of the Moses Mabhida Stadium. The appointed party will be required to enter into a Lease Agreement and comply with the operational rules of the Moses Mabhida Stadium, which will form part of the Lease Agreement. Interested parties who have extensive experience in running and operating restaurants are invited to express their interest to be considered as a potential lessee. Interested parties are therefore requested to complete and submit the Moses Mabhida Stadium MMS SHOP 1 RETAIL TENANT application forms as directed below. STEP ONE: COLLECTION OF APPLICATION DOCUMENTS Background information and the MMS SHOP 1 RETAIL TENANT application forms will be available from Friday the 31st August 2012 and can be obtained via the following means:

1. Download the application documents from www.durban.gov.za at no charge 2. Collect hard copies of the application documents from the Moses Mabhida Stadium Visitors

Centre; Isaiah Ntshangase Rd [formally Walter Gilbert Rd] and pay a non-refundable R 100 fee per set of documents.

STEP TWO: ATTENDANCE AT COMPULSORY BRIEFING SESSION A compulsory visit to the shop is scheduled for Thursday 6th September at 10h00 and non attendance will render the tender non-responsive. Interested parties should meet in the open area adjacent to the sky car station on Isaiah Ntshangase Avenue at 10h00, where a register will be taken. Afterwards, the premises will be available for inspection by prospective tenderers’ until 17:00. STEP THREE: SUBMISSION OF APPLICATIONS Completed Application Documents in sealed envelopes, clearly with “MMS SHOP 1 RETAIL TENANT APPLICATION FORMS” must be deposited in the Tender Box located in Moses Mabhida Stadium Visitors Centre, Isaiah Ntshangase Rd [formally Walter Gilbert Rd] (business times: 08:00 – 18:00 Monday to Friday) by no later than 12h00 on Friday the 14th September 2012. LATE SUBMISSIONS WILL NOT BE CONSIDERED. For further information please contact the following people: Technical Information: Slindele Dube 031-582 8242 [email protected] Administration Information: Elke Hefer 031-204 3800 [email protected] All correspondence will be treated as confidential and the content and information shared will only be used in regards to the Moses Mabhida Stadium procurement process. Stadium Operator Moses Mabhida Stadium



E1.2 : SUBMISSION DATA

The conditions applicable to this call for expressions of interest of tender are the Standard Conditions for the calling for Expressions of Interest as contained in Annex H of the CIDB Standard for Uniformity in Construction Procurement (January 2009) as published in Government Gazette No 31823, Board Notice 12 of 2009 of 30 January 2009. (See www.cidb.org.za). The Standard Conditions for the calling for Expressions of Interest make several references to the Submission Data for details that apply specifically to this submission. The Submission Data shall have precedence in the interpretation of any ambiguity or inconsistency between it and the Standard Conditions for the calling for Expressions of Interest. Each item of data given below is cross-referenced to the clause in the Standard Conditions for the calling for Expressions of Interest.

Clause number Submission Data

H.1 The Employer is eThekweni Metropolitan Municipality

H.1.2 The documents associated with the calling for expressions of interest issued by the employer comprise: Part E.1 Submission procedures E.1.1 Notice and invitation to submit an expression of interest E.1.2 Submission data Part E.2 Returnable documents E.2.1 List of returnable documents E.2.2 Submission schedules Part E.3 Development Guidelines E.3 Development guidelines Part E.4 Annexes E.4.1 E.4.2 E.4.3

Draft Lease Agreement Schedule of Finishes and Allowances Retail Tenant Criteria

H.1.4 The employer’s agent is: Name: BKS (Pty) Ltd Address: 2 Maryvale Road, Westville, 3629 Tel: 031 204 3800 Fax: 031 204 3813 E-mail: [email protected]

H.2.1 Only those respondents who satisfy the following eligibility criteria are eligible to submit expressions of interest:

1) The offering is open for breakfast, lunch and dinner – preferably every day of the week 2) The offering has a family friendly offering, and specifically caters for children 3) The offering should complement sports/leisure/tourism theme of the stadium 4) The offering should be a place which families, groups or even individuals can relax and

feel comfortable spending time, enjoying the atmosphere of the stadium 5) The offering is owner managed 6) The offering will act as a draw-card to the stadium [through either being a well known

and popular brand, or through a significant existing customer base] 7) The offering provides a range of menu items, catering for people from a range of local

cultures and food preferences 8) The offering has management who have a proven capability to successfully run a

restaurant 9) The offering preferably has an existing clientele base.



H.2.5 The arrangements for a compulsory clarification meeting are as stated in the Notice and Invitation to Submit an Expression of Interest. Respondents must sign the attendance list in the name of the responding entity. Addenda will be issued to and submissions will be received only from those responding entities appearing on the attendance list.

H.2.7

The employer’s address for delivery of submissions and identification details to be shown on each submission package are as stated in the Notice and Invitation to Submit an Expression of Interest

H.2.9 The closing time for submissions is as stated in the Notice and Invitation to Submit an Expression of Interest.

H.2.9 Telephonic, telegraphic, telex, facsimile or e-mailed submissions offers will not be accepted.

H.3.3 Late submissions will not be accepted

H.3.9

All respondents who submit responsive submissions and: a) submit an original valid Tax Clearance Certificate issued by the South African Revenue

Services or have made arrangements to meet outstanding tax obligations; b) do not have any of their directors/shareholders listed on the Register of Tender Defaulters in

terms of the Prevention and Combating of Corrupt Activities Act of 2004 as a person prohibited from doing business with the public sector;

d) have not abused the Employer’s Supply Chain Management System or have failed to perform on any previous contract and have been given a written notice to this effect;

e) have completed the Compulsory Enterprise Questionnaire and who are considered by the Employer not to have any conflicts of interest which may impact on their ability to perform the proposed contract in the best interests of the Employer or potentially compromise the tender process and are free of persons in the state who are not permitted to submit tenders or to participate in the contract; and

f) are registered and in good standing with the compensation fund or with a licensed compensation insurer;

will have their submissions scored as follows: Step 1: Score quality out of a maximum of 100 points. Respondents scoring less than 70 points for quality will be non-responsive and will receive no further consideration. The quality evaluation criteria that are to be scored and the maximum score assigned to each of such criteria are as follows:

Evaluation criteria that are scored Maximum number of

points

Response to brief, including business plan and proposal for setting up and managing the restaurant

40

Creativity and freshness of solutions in response to the proposed restaurant 30

Expertise and experience of company and/or team in activities of a similar nature and scale

30

Maximum possible score (Es) 100 The evaluation criteria shall be scored independently by not less than three evaluators in accordance with the following schedules:

• E2.2.15 Respondent Experience • E2.2.16 Proposal



The prompts for judgment and the associated scores used in the evaluation of quality shall be as follows:

Score Prompt for judgement 0 Failed to address the question / issue 20 A detrimental response / answer / solution – limited or poor evidence of skill /

experience sought or high risk that relevant skills will not be available 40 Less than acceptable – response / answer / solution lacks convincing evidence

of skill / experience sought or medium risk that relevant skills will not be available.

60 Acceptable response / answer / solution to the particular aspect of the requirements and evidence given of skill / experience sought

80 Above acceptable – response / answer / solution demonstrating real understanding of requirements and evidence of ability to meet it.

100 Excellent – response / answer / solution gives real confidence that the tenderer will add real value.

The scores of each of the evaluators will be averaged, weighted and then totalled to obtain the final score for quality. Step 2: Score responsive respondents on rental proposal (Nfo) using the following formula: NFO = 80 x (1 - (S - Sm) ) Sm

Where S is the sum of score for financial offer of the submission under

consideration; Sm is the sum of score for financial offer of the submission scoring the

highest number of points Step 3: Award up to 20 evaluation points who complete the preferencing schedule and who are found to be eligible for the preference claimed (Np).

Step 4: Combine the scores achieved for rental proposal and preference to achieve a total evaluation score Eev = Nfo + Np


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS

PART E2 : RETURNABLE DOCUMENTS

PAGE

E2.1 LIST OF RETURNABLE DOCUMENTS ................. .............................................. E2.1 E2.2 SUBMISSION SCHEDULES ........................ ........................................................ E2.2


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.1 LIST OF RETURNABLE DOCUMENTS E2.2.1 Certificate of Attendance at Clarification Meeting

and Site Inspection ................................................................................. E2.3 E2.2.2 Proposed Rental Structure ..................................................................... E2.4

E2.2.3 Certificate of Authority ............................................................................ E2.5

E2.2.4 Record of Addenda ................................................................................. E2.8

E2.2.5 Amendments, Qualifications and Alternatives ........................................ E2.9

E2.2.6 Declaration of Interest ............................................................................. E2.10 E2.2.7 Compulsory Enterprise Questionnaire .................................................... E2.11

E2.2.8 Tax Clearance Certificate ....................................................................... E2.13

E2.2.9 Joint Venture Agreements ...................................................................... E2.14

E2.2.10 Proof of Registration ............................................................................... E2.15 E2.2.11 Financials ........................................................................................... E2.16

E2.2.12 Declaration of Municipal Fees ................................................................ E2.20

E2.2.13 Declaration in terms of clause 44 of the supply chain

Management regulations ........................................................................ E2.21

E2.2.14 Declaration of close family members of persons in the Service of the state ................................................................................. E2.22

E2.2.15 Respondent’s Experience ....................................................................... E2.23

E2.2.16 Proposal ........................................................................................... E2.24

E2.2.17 Preferencing Schedules .......................................................................... E2.26 E2.2.18 BBBEE Scorecard ................................................................................. E2.29

E2.2.19 Location ................................................................................................. E2.30


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2 : SUBMISSION SCHEDULES

GENERAL

The Expression of Interest Document must be submitted as a whole. All forms must be properly

completed as required, and the document shall not be taken apart or altered in any way whatsoever.

The Respondent is required to complete each and every Schedule and Form to the best of his ability

as the evaluation of proposals and the eventual contract will be based on the information provided by the Respondent. Failure of a Respondent to complete the Schedules and Forms to the satisfaction of

the Employer will inevitably prejudice the proposal and may lead to rejection on the grounds that the

proposal is not responsive.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.1 : CERTIFICATE OF ATTENDANCE AT CLARIFICATION MEETING AND SITE INSPECTION

This is to certify that

(respondent) .............................................................................................................................................

of (address) ..............................................................................................................................................

...................................................................................................................................................................

was represented by the person(s) named below at the compulsory meeting held for all respondents at

(location) .................................................................................................................................................. on (date) ....................................... starting at (time) ...................................

I / We acknowledge that the purpose of the meeting was to acquaint myself / ourselves with the site of the works and / or matters incidental to doing the work specified in the Expression of Interest

documents in order for me / us to take account of everything necessary when compiling our rates and

prices included in the proposal.

Particulars of person(s) attending the meeting:

Name : ..........................................................

Signature : ..........................................................

Capacity : ..........................................................

Name : ...........................................................

Signature : ...........................................................

Capacity : ...........................................................

Attendance of the above person(s) at the meeting is confirmed by the Employer's representative, namely :

Name : ..........................................................

Signature : ..........................................................

Capacity : ..........................................................

Date : ..........................................................

Time : ..........................................................


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.2 : PROPOSED RENTAL STRUCTURE

Respondent to complete and fill in rental proposal below (all prices to include VAT):

1) Basic Rental

Accommodation Monthly Rental per m2 (Rands)

Lease ar ea (m2) Total (Rands)

Shop 1

619

TOTAL BASIC RENTAL (RANDS)

Refer to Floor Plans, Part E5

2) Rental based on Percentage of Gross Monthly Inco me

Percentage of Gross Monthly Income (%)

Forecasted Gross Monthly Turnover (Rands)

Total (Rands)

The rental payable is the greater of either the sum of the basic monthly amount payable or a

percentage of the gross monthly income derived from all activities conducted on or from the premises.

The percentage of gross annual income offered by respondents shall not be lower than seven percent (7%).

The evaluation and scoring of the financial offers made will be weighted as follows:

80% of Monthly rental 20% of Turnover percentage

Escalation of 8% per annum compounded will be applicable from date of opening.

SIGNATURE : ................................................................................. DATE:....................................... (of person authorised to sign on behalf of the Respondent)


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.3 : CERTIFICATE OF AUTHORITY

Indicate the status of the respondent by ticking the appropriate box hereunder. The respondent must

complete the certificate set out below for the relevant category.

(I) COMPANY

(II) CLOSE

CORPORATION

(III) PARTNERSHIP

(IV) JOINT VENTURE

(V) SOLE

PROPRIETOR

(I) CERTIFICATE FOR COMPANY

I, .............................................................................................., chairperson of the Board of Directors of

..............................................., hereby confirm that by resolution of the Board (copy attached) taken on

................................ 20......, Mr/Ms ..................................................................., acting in the capacity of

..................................................................…..., was authorised to sign all documents in connection

with this proposal and any contract resulting from it on behalf of the company.

Chairman : ................................................

Date : ................................................

As Witnesses : 1. ................................................ 2. ..................................................

(II) CERTIFICATE FOR CLOSE CORPORATION

We, the undersigned, being the key members in the business trading as ...............................................

.............................................................. hereby authorise Mr/Ms ...........................................................,

acting in the capacity of .................................................................., to sign all documents in connection with the proposal for Contract No. ................................... and any contract resulting from it on our

behalf.

NAME ADDRESS SIGNATURE DATE

Note : This certificate is to be completed and signed by all of the key members upon whom

rests the direction of the affairs of the Close Corporation as a whole.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS (III) CERTIFICATE FOR PARTNERSHIP

We, the undersigned, being the key partners in the business trading as .................................................

.............................................................. hereby authorise Mr/Ms ..........................................................., acting in the capacity of .................................................................., to sign all documents in connection

with the proposal for Contract No. ................................... and any contract resulting from it on our

behalf.


Note : This certificate is to be completed and signed by all of the key partners upon whom

rests the direction of the affairs of the Partnership as a whole.

(IV) CERTIFICATE FOR JOINT VENTURE

We, the undersigned, are submitting this proposal in Joint Venture and hereby authorize

Mr/Ms .................................................. , authorized signatory of the company, .......................................

................................................................ acting in the capacity of lead partner, to sign all documents in

connection with the proposal for Contract No . ............... and any contract resulting from it on our behalf.

This authorization is evidenced by the attached power of attorney signed by legally authorized

signatories of all the partners to the Joint Venture.


Note : This certificate is to be completed and signed by all of the key partners upon whom rests the direction of the affairs of the Partnership as a whole.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS (V) CERTIFICATE FOR SOLE PROPRIETOR

I, ............................................................................................., hereby confirm that I am the sole owner

of the business trading as .........................................................................................................................

Signature of Sole owner : ......................................................

Date : ......................................................

As Witnesses : 1. ...................................................... 2. ...................................................


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.4 : RECORD OF ADDENDA TO EXPRESSION OF INTERES T DOCUMENTS

I / We confirm that the following communications received from the Employer or his representative

before the date of submission of this proposal, amending the Expression of Interest documents, have been taken into account in this proposal.

ADD.No DATE TITLE OR DETAILS

1

2

3

4

5

SIGNATURE : ................................................................................. DATE:....................................... (of person authorised to sign on behalf of the Respondent)


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.5 : AMENDMENTS, QUALIFICATIONS AND ALTERNATIVE S

(This is not an invitation for amendments, deviatio ns or alternatives but should the Respondent,

desire to make any departures from the provisions of this contract he shall set out his proposals clearly hereunder. The Employer will not consider any amendment, alternative offers or discounts

unless forms (a), (b) and (c) have been completed to the satisfaction of the Employer.

I / We herewith propose the amendments, alternatives and discounts. as set out in the tables below :

(a) AMENDMENTS

PAGE, CLAUSE OR ITEM NO PROPOSED AMENDMENT

[Notes: (1) Amendments to the General and Special Conditions of Contract are not acceptable;

(2) The Respondent must give full details of all the financial implications of the amendments and qualifications in a covering letter attached to his proposal.

(b) ALTERNATIVES

PROPOSED ALTERNATIVE DESCRIPTION OF ALTERNATIVE

[Notes: (1) Individual alternative items that do not justify an alternative proposal, and an

alternative offer for time for completion should be listed here. (2) In the case of a major alternative to any part of the work, a separate Pricing

Schedule, programme, etc, and a detailed statement setting out the salient features of the proposed alternatives must accompany the proposal.

(3) Alternative proposals involving technical modifications to the design of the works and methods of construction shall be treated separately from the main proposal.]

SIGNATURE : ........................................................................................ DATE: .................................. (of person authorised to sign on behalf of the Respondent)


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.6 : DECLARATION OF INTEREST

1. Any legal person, including persons employed by the principal, or person having a kinship

with persons employed by the principal, including blood relationship, may make an offer or offers in terms of this invitation to bid. In view of possible allegations of favouritism, should

the resulting bid, or part thereof, be awarded to persons employed by the principal, or to

persons connected with or related to them, it is required that the bidder or his / her

authorised representative declare his / her position in relation to the evaluating / adjudicating

authority and / or take an oath declaring his / her interest, where -

● the bidder is employed by the principal; and / or

● the legal person on whose behalf the bidding document is signed, has a relationship with persons / a person who are / is involved in the evaluation and or adjudication of

the bid(s), or where it is known that such a relationship exists between the person or

persons for or on whose behalf the declarant acts and persons who are involved with

the evaluation and or adjudication of the bid.

2. In order to give effect to the above, the following questionnaire must be completed and

submitted with the bid.

2.1 Are you or any person connected with the bidder, employed by the principal? .... (Yes / No) 2.1.1 If so, state particulars ................................................................................................................

...................................................................................................................................................

...................................................................................................................................................

2.2 Do you, or any person connected with the bidder, have any relationship . ............ (Yes / No) (family, friend, other) with a person employed by the principal and who may

be involved with the evaluation and or adjudication of this bid?

2.2.1 If so, state particulars ................................................................................................................

................................................................................................................................................... ...................................................................................................................................................

2.3 Are you, or any person connected with the bidder, aware of any relationship ...... (Yes / No)

(family, friend, other) between the bidder and any person employed by the

principal who may be involved with the evaluation and or adjudication of this bid? 2.3.1 If so, state particulars If so, state particulars .............................................................................

...................................................................................................................................................

...................................................................................................................................................

I, THE UNDERSIGNED (NAME) ................................................................................... CERTIFY THAT THE INFORMATION FURNISHED IN PARAGRAPHS 2.1 TO 2.3.1 ABOVE IS CORRECT. I

ACCEPT THAT THE PRINCIPAL MAY ACT AGAINST ME SHOULD THIS DECLARATION PROVE

TO BE FALSE.

SIGNATURE : .......................................................................................... DATE: ................................. (of person authorised to sign on behalf of the Respondent)


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.7 : COMPULSORY ENTERPRISE QUESTIONNAIRE

The following particulars must be furnished. In the case of a joint venture, separate enterprise questionnaires in respect of each partner must be completed and submitted.

Section 1: Name of enterprise:………………………… ……………………………………………………

Section 2: VAT registration number, if any:…………………… ………………………………………….

Section 3: CIDB registration number, if any:………………… ……………………………………………

Section 4: Particulars of sole proprietors and part ners in partnerships

Name* Identity number* Personal income tax number*

* Complete only if sole proprietor or partnership and attach separate page if more than 3 partners

Section 5: Particulars of companies and close corp orations

Company registration number…………………………………………………………………………………

Close corporation number……………………………………………………………………………………..

Tax reference number………………………………………………………………………………………….

Section 6: Record in the service of the state Indicate by marking the relevant boxes with a cross, if any sole proprietor, partner in a partnership or director, manager, principal shareholder or stakeholder in a company or close corporation is currently or has been within the last 12 months in the service of any of the following: � a member of any municipal council � a member of any provincial legislature � a member of the National Assembly or the National Council of Province � a member of the board of directors of any municipal entity � an official of any municipality or municipal entity � an employee of any provincial department, national or provincial public entity or constitutional institution within the

meaning of the Public Finance Management Act, 1999 (Act 1 of 1999) � a member of an accounting authority of any national or provincial public entity � an employee of Parliament or a provincial legislature If any of the above boxes are marked, disclose the following:

Name of sole proprietor, partner, director, manager, principal shareholder or stakeholder

Name of institution, public office, bo ard or organ of state and position held

Status of service (tick appropriate column) Current Within last 12

months

*insert separate page if necessary


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS Section 7: Record of spouses, children and parents in the service of the state Indicate by marking the relevant boxes with a cross, if any spouse, child or parent of a sole proprietor, partner in a partnership or director, manager, principal shareholder or stakeholder in a company or close corporation is currently or has been within the last 12 months been in the service of any of the following: � a member of any municipal council � a member of any provincial legislature � a member of the National Assembly or the National Council of Province � a member of the board of directors of any municipal entity � an official of any municipality or municipal entity � an employee of any provincial department, national or provincial public entity or constitutional institution within the

meaning of the Public Finance Management Act, 1999 (Act 1 of 1999) � a member of an accounting authority of any national or provincial public entity � an employee of Parliament or a provincial legislature

Name of spouse, child or parent

Name of institution, public office, board or organ of state and position held

Status of service (tick appropriate column) Current Within last 12

months

*insert separate page if necessary The undersigned, who warrants that he/she is duly authorized to do so on behalf of the enterprise: i) authorizes the Employer to obtain a tax clearance certificate from the South African Revenue Services

that my / our tax matters are in order; ii) confirms that neither the name of the enterprise or the name of any partner, manager, director or other person, who

wholly or partly exercises, or may exercise, control over the enterprise appears on the Register of Tender Defaulters established in terms of the Prevention and Combating of Corrupt Activities of 2004;

iii) confirms that no partner, member, director or other person, who wholly or partly exercises, or may exercise, control over the enterprise appears, has within the last five years been convicted of fraud or corruption;

iv) confirms that I / we are not associated, linked or involved with any other tendering entities submitting tender offers and have no other relationship with any of the respondentss or t hose responsible for compiling the scope of work that could cause or be interpreted as a conflict of interest; and

v) confirms that the contents of this questionnaire are within my personal knowledge and are to the best of my belief both true and correct.

Signed

Date

Name

Position

Enterprise name


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.8 : TAX CLEARANCE CERTIFICATE

The Tax Clearance Certificate obtained from SARS to be inserted here if available at time of proposal

submission. If not available at time of proposal submission the Respondent is to apply to SARS using Form TCC 001 : “Application Form for Tax Clearance Certificate in Respect of Tenders” available on the internet at www.sars.gov.za .


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.9 : JOINT VENTURE AGREEMENTS (if applicable)

Joint Venture agreement and Power of Attorney Agreements to be attached here.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.10 : VALID PROOF OF REGISTRATION WITH APPLICAB LE ASSOCIATIONS

Respondents are to provide proof of registration / membership with the following:

a) Proof of ownership of franchise if applicable

Attach the Certificates of Registration here.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.11 : FINANCIALS

E2.2.11.1 : FINANCIAL STATEMENTS The Respondent is to provide audited and approved financial statements for the last 3 financial years.

Insert financial statements here.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.11.2 : BANKER’S LETTER OF GOOD STANDING The Respondent is to provide a banker’s letter of good standing on the bank’s official letterhead.

Insert banker’s letter of good standing here.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.11.3 : SUPPLIER CREDIT RATINGS The Respondent is to provide written confirmation (original letters) from four (4) major suppliers,

relative to this contract, confirming credit facilities as well as credit ratings, and any other relevant purchasing conditions.

Insert written confirmation from major suppliers here.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.11.4 : INSURANCES The Respondent is to provide confirmation and/or intent of insurance cover appropriate to this Service

Contract, including the levels of cover, and may include but are not limited to -

a) property and casualty insurance;

b) workers compensation and employee liability insurance in accordance with the

Compensation for Occupational Health and Safety Act, No. 85 of 1993, as amended;

c) comprehensive general liability insurance (including contractual liability insurance); d) errors and omissions insurance and professional indemnity insurance;

e) comprehensive crime insurance;

f) riot cover insurance (SASRIA equivalent);

g) public liability insurance;

Should there be any special additional insurance cover required, this is to be included in the

confirmation and/or intent of insurance cover and be brought to our attention.

Insert confirmation and/or intent of insurance cover here.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.12 : DECLARATION OF MUNICIPAL FEES I/We do hereby declare that the Municipal fees of myself/ the company/the close corporation/ the trust ________________________________________________, are as at the date of the tender closing, fully paid up, or arrangements have been concluded with the Municipality to pay the said fees: Account Account number Electricity _______________________________ } Water ________________________________} Rates ________________________________} JSB levies ________________________________} ________ ________________________________} ________ ________________________________} I/We acknowledge that should it be found that the Municipal fees are not up to date, the Municipality may take such remedial action as is required, including termination of contract, and any income due to the respondent shall be utilised to offset any monies due to the Municipality. _______________________________ _____________________________ Name Signature ________________________________ ______________________________ Designation


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.13 : DECLARATION IN TERMS OF CLAUSE 44 OF THE SUPPLY CHAIN MANAGEMENT

REGULATIONS I do hereby declare 1. I am not in the service of the state, as defined in the Supply Chain Management Regulations,

and I am not an advisor or consultant contracted with the Municipality, (or) 2. No director, manager, principle shareholder or stakeholder of the company, close corporation/

trust ________________________________________________, is a person in the service of the state, as defined in the Supply Chain Management Regulations, or an advisor or consultant contracted with the Municipality,

(Delete whichever is not applicable) _______________________________ _____________________________ Name Signature ________________________________ ______________________________ Designation


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.14 : DECLARATION OF CLOSE FAMILY MEMBERS OF P ERSONS IN THE SERVICE OF

THE STATE

I _____________________________________________________________________ In my personal capacity, or in my capacity as _______________________ of the Company/Close Corporation/Trust ________________________________________________ No. ____________________ (Delete whichever is not applicable) hereby declare that:

1. I am a close family member of a person in the service of the state; (or) 2. I am a close family member of a person who has been in the service of the state in the

previous twelve months (Delete whichever is not applicable)

3. State nature of relationship _________________________________ 4. State the name of that person _______________________________ 5. State the capacity in which that person is in the service of the state

_______________________________________________________

6. State amount of Tender offer ______________________________ __________________________ ________________________ Signature Date __________________________ Identity Number


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.14 : RESPONDENT’S EXPERIENCE

The experience of the respondent or joint venture partners in the case of an unincorporated joint

venture or consortium in similar service contracts or similar areas and conditions in relation to the scope of work over the last five years will be evaluated. Respondents are therefore requested to provide the following information:

A. Experience 1) List all personnel, owners and third party representatives individual restaurant experience

whom will be involved in the operation of the restaurant

2) List companies experience

B. Existing Business(es)

1) List all existing restaurant or food related businesses currently in operation

2) List all past restaurant of food related business that were operated either by the company

or the principals involved

3) Supply references from past or existing Landlords Scoring Poor (score 40)

The company and/or proposed team have limited relevant experience. The proposed team is weak in important areas, and is unlikely to deliver the required result. There is no clarity in allocation of tasks and responsibilities.

Satisfactory (score 70)

The company and/or proposed team has relevant experience but have not dealt with all the critical issues specific to the activity. The composition of the proposed team is adequate and staffing is consistent with the proposal.

Good (score 90)

The company and/or proposed team has extensive experience but has developed similar facilities in the past. Besides meeting the satisfactory rating, the proposed team is well balanced with clearly defined duties and responsibilities. Members of the team have worked together.

Very good (score 100)

The company and/or proposed team has an outstanding track record on projects of a similar nature. Besides meeting the good rating, the proposed team is well integrated and members have worked together extensively in the past.

The undersigned, who warrants that he / she is duly authorised to do so on behalf of the enterprise, confirms that the contents of this schedule are within his / her personal knowledge and are to the best of his / her belief both true and correct.

Signed Date

Name Position

Respondent

ATTACH SCHEDULES OF RELEVANT EXPERIENCE HERE


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.15 : PROPOSAL

The proposal must respond to the development guidelines and outline the proposed approach /

methodology. The proposal should articulate what value-add the respondent will provide in achieving the stated objectives for the project.

Respondents are therefore requested to provide the following:

A. Restaurant Concept Provide a full description of the product offering of proposed restaurant which is to include the

following (but not limited to):

1) A detailed restaurant catering operational solution

2) A detailed menu for all meals inclusive of the retail price list 3) A detailed product list and retail price list

B. Restaurant Business Plan

Proposed operations methodology and business plan to include the following (but not limited

to): 1) Proposed Capital Expenditure to be incurred by the operator to ensure the restaurant is

operationally viable

2) Loose furniture, fittings and equipment required (including details of quality and where

possible examples are to be provided) 3) Five year trading forecasts

4) Marketing and promotion proposals

5) Hours of operation

6) Signage concept plan indicating layout, typeface and illumination if any

Notes:

(i) The premises available are limited to that reflected in the Draft Lease Agreement and

Appendix B thereto. Proposals which incorporate additional land/areas, not provided for in the Expression of Interest document will not be considered.

(ii) Whilst outdoor seating areas are included, Municipal Management Services (Pty) Ltd

does not warrant that the available kitchen space is sufficient to maximise these

opportunities and prospective respondents will need to consider the kitchen size, seating

arrangements and menu, to maximise their opportunities.

The proposal should not be longer than 10 pages.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS The scoring of the proposal will be as follows:

Criteria Indicators

Poor (Score 40%) Satisfactory (Score 70%) Good (Score 90%) Very Good (Score 100%)

Response to brief, including business plan and proposal for setting up and managing the restaurant

The proposal does not address

many of the criteria identified in the development guidelines.

The proposal shows limited

understanding of the business,

is weak in important areas and is unlikely to meet the lease

requirements

The proposal meets most of

the criteria listed in the development guidelines. It is in

line with and should be able to

meet the lease requirements

The proposal meets all of the

criteria listed in the development guidelines. It is

detailed and well conceived,

has made allowance for all

aspect of the lease and meets all the lease requirements

Besides the good rating, the

proposal is innovative and is likely to yield legacy benefits

for the lease and the area.

Creativity and freshness of solutions in response to the proposed restaurant

Re-use of an existing concept

that is likely to be recognised.

It could be constructed

anywhere and does not have any particular local influence

Re-use of an existing idea but

with sufficient innovation to

have its own special appeal

A fresh new look that shows

good creativity, aligns itself

with Durban’s culture, and with

which local residents can readily identify

A truly unique proposal that is

very strongly linked to and

idenitifiable with Durban’

INSERT PROPOSAL HERE.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.16 PREFERENCING SCHEDULES Preferencing schedule for Broad Based Black Economi c Empowerment

1 Definitions The following definitions shall apply to this schedule: black owned: an entity in which: a) black people hold more than 50% of the exercisable voting rights as determined under Code series 100; and

b) black people hold more than 50% of the economic interest as determined under Code series 100.

black person: natural persons who are Africans, Coloureds and Indians who are citizens of the Republic of South Africa by:

i) birth or descent; or ii) naturalization occurring:

a) before the commencement date of the Constitution of the Republic of South Africa Act of 1993; or b) after the commencement date of the Constitution of the Republic of South Africa Act of 1993, but who,

without the Apartheid policy would have qualified for naturalization before then. code : the Broad-Based Black Economic Empowerment Codes of Good Practice issued in terms of the section 9(1) of the Broad Based Black Economic Empowerment Act 53 of 2003, as published in Government Gazette No 29617 of 9 February 2007. entity: a natural or a juristic person conducting a business, trade or profession in the Republic of South Africa

exempted micro enterprise: an enterprise which has an annual total revenue of R5,0 million or less

joint venture: a grouping of two or more entities who jointly and severally undertake to perform a contract

principal: means a natural person who is a partner in a partnership, a sole proprietor, a director of a company established in terms of the Companies Act, 1973 (Act 61 of 1973) or a member of a close corporation registered in terms of the Close Corporation Act, 1984, (Act No. 69 of 1984), who jointly and severally with his other partners, co-directors or co-members, as the case may be, bears the risk of business and takes responsibility for the management and liabilities of the partnership, company, or close corporation qualifying small enterprise: an enterprise which has an annual total revenue of between R5,0 million and R 35,0

million

small qualifying score card: the scorecard contained in Code series 800

start up enterprise: a recently formed or incorporated entity that has been in operation for less than 1 year, but excluding any newly constituted enterprise which is merely a continuation of a pre-existing enterprise.

total revenue: total income of an entity from its operations as determined under South African Generally Accepted

Accounting Practice

verification agency: a verification agency accredited by SANAS or, an agency which, in the opinion of the Employer, is reputable.

The definitions contained in the Broad Based Black Economic Empowerment Act 53 of 2003 and the Broad-Based Black Economic Empowerment Codes of Good Practice, as published in Government Gazette No 29617 of 9 February 2007, shall have precedence in the interpretation of any ambiguity or inconsistency with the above definitions.

2 Conditions associated with the granting of preferences 2.1 Respondentss who claim a preference shall provide sufficient evidence of their B-BBEE Status in

accordance with the requirements of section 3, failing which their claims for preferences will be rejected. 2.2 Verification agencies shall clearly indicate the financial year or the period on which the entity’s B-BBEE

Status is based in any verification certificate that is issued. Certificates which fail to provide this information will be rejected.



3 Establishing the B -BBEE status of an enterprises 3.1 Exempted micro enterprises 3.1.1 An exempted micro enterprise shall be deemed to have the B-BBEE Status of a Level 4 Contributor 3.1.2 An exempted micro enterprise with more than 50% ownership by black people shall be deemed to have the

B-BBEE Status of a Level 3 Contributor. 3.1.3 An exempted micro enterprise wishing to improve their B-BBEE Status may be measured in terms of the

Small Qualifying Scorecard 3.1.4 Sufficient evidence of qualification as an Exempted Micro-Enterprise is an auditor’s certificate or similar

certificate issued by an accounting officer or verification agency in respect of the entity’s last financial year or a 12 month period which overlaps with its current financial year.

3.1.5 Sufficient evidence of qualification as a Level 3 Contributor shall be a signed affidavit by all of the principals

of the entity declaring that at least 50% of the ownership of the entity is by black people. 3.1.6 Sufficient evidence of qualification for a higher B-BBEE status in terms of the small qualifying scorecard shall

be as stated in 3.2. 3.2 Qualifying small enterprises 3.2.1 A qualifying small enterprise’s B-BBEE Status shall be measured in accordance with the Qualifying Small

Enterprise Scorecard in accordance with the relevant provisions of the Code. 3.2.2 Sufficient evidence of B-BBEE Status is a certificate issued by a verification agency based on the

performance of the entity during its last financial year or a 12 month period which overlaps with its current financial year.

3.3 Start up Enterprises 3.3.1 Start up enterprises shall be measured as follows for the first year following their formation or incorporation:

Value of tender including VAT Clause for assessing B -BBEE Status R 5 000 000 3.1 > R 5 000 000 but < R35 000 000 3.2 based on annualized data ≥ R 35 000 00 3.4 based on annualized data

3.3.2 Sufficient evidence of Start up Enterprises status shall be a certificate issued by an auditor or a verification

agency confirming such status in accordance with the relevant provisions of the Code. 3.4 Enterprises other than micro exempted, qua lifying small enterprises or start up enterprises 3.4.1 Enterprises other than micro exempted, qualifying small enterprises or start up enterprises shall be measured

in accordance with the relevant provisions of the relevant provisions of the Code. 3.4.2 Sufficient evidence of B-BBEE Status is a certificate issued by a verification agency based on the

performance of the entity during its last financial year or a 12 month period which overlaps with its current financial year.

4 Joint ventures The preference awarded to joint venture shall be based either on: a) the B-BBEE status of the joint venture partner with the lowest B-BBEE status; or b) the B-BBEE status of the joint venture as a group structure, established by a verification agency, in

accordance with the Guidelines on Complex Structures & Transactions, and Fronting (Previously Statement 002) issued by the Department of Trade and Industry.



5 Tender preference s claim ed I / we apply on behalf of my / our firm for the following preference:

The undersigned, who warrants that he / she is duly authorised to do so on behalf of the firm or sole proprieter confirms that he / she understands the conditions under which such preferences are granted and confirms that the respondent satisfies the conditions pertaining to the granting of tender preferences.

Signature : ...............................................................................................................................………. Name : .......................................................................................................................................……… Duly authorised to sign on behalf of : ............................................................................................……… Telephone : ...................................................................... Fax : ................................................................................ Date : ...............................................................................

Category of preference

Percentage of maximum tender evaluation points

provided for in the Preferential

Procurement Policy Framework Act (Act 5

of 2000)

Preference claimed for Category of Preference

(Y=yes)

• Level one contributor 100 • Level two contributor 90 • Level three contributor 80 • Level four contributor 50 • Level five contributor 40 • Level six contributor 30 • Level seven contributor 20 • Level eight contributor 10 • Joint venture between one or more narrow based black

economic empowerment contributors as determined in section 4.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS T2.2.17 : BROAD BASED BLACK ECONOMIC EMPOWERMENT

Insert BBBEE Scorecard here.


Contract: SHOP 1 RETAIL TENANT RETURNABLE DOCUMENTS E2.2.18 : LOCATION The Respondent is to provide the physical business address of his/her operational office closest to the

Moses Mabhida Stadium in the space provided below:

Address:

The undersigned, who warrants that he / she is duly authorised to do so on behalf of the enterprise, confirms that the business address above is within his / her personal knowledge and is to the best of his / her belief both true and correct.

Signed Date

Name Position

Respondent


Contract: SHOP 1 RETAIL TENANT DEVELOPMENT GUIDELINES

PART E3 : DEVELOPMENT GUIDELINES

Shop Description:

Shop No 1 Area 619m2

3.1. Type of Shop Required / Envisaged

3.1.1. Has a family friendly offering, and specifically caters for children

3.1.2. Is open for breakfast, lunch and dinner – preferably every day of the week

3.1.3. The offering should complement the sports/leisure/tourism theme of the stadium 3.1.4. Should be a place which families, groups and even individuals can relax and feel

comfortable spending time, enjoying the atmosphere of the stadium

3.1.5. Is owner managed

3.1.6. Will act as a draw-card to the stadium [through either being a well-known and popular brand,

or through a significant existing customer base] 3.1.7. Provides a range of menu items, catering for people from a range of local cultures and food

preferences

3.1.8. Has management who have a proven capability to successfully run a restaurant

3.1.9. Preferably has an existing clientele base

3.2. Other 3.3.1 Tenant Installation Allowance of R 740 943.00 (including V.A.T.) to be paid in accordance

with clause 10.1.3 of the lease agreement. Please see attached annexure E4.2. 3.3.2 Utility charges for water, electricity and gas are an additional cost to the tenant. These will

be metered on a monthly basis and invoiced accordingly.

3.3.3 The lease is for an initial period of five (5) years.

3.3.4 Layout Plans shall be submitted by the tenant for approval within 2 weeks of acceptance of offer

3.3.5 Respondents are to consider the Retail Tenant Criteria in their proposal. Please refer to

attached annexure E4.3.


Contract: SHOP 1 RETAIL TENANT ANNEXES

PART E4 : ANNEXES

PAGE

E4.1 DRAFT LEASE AGREEMENT ....................................................................................... E4.1

E4.2 SCHEDULE OF FINISHES AND ALLOWANCES ......................................................... E4.2

E4.3 RETAIL TENANT CRITERIA .......................................................................................... E4.3



E4.1 DRAFT LEASE AGREEMENT

06/07/10 JW1 MMS Final Retail Lease Agreement

RETAIL LEASE AGREEMENT

between

THE ETHEKWINI METROPOLITAN MUNICIPALITY

(the "Landlord ")

and

[●]

(the "Tenant ")


INDEX

LEASE AGREEMENT SCHEDULE

1 Administrative Information ................................................................................................2

1.1 Parties .........................................................................................................................2

1.1.1 Landlord Information ...............................................................................................2

1.1.2 Tenant Information ..................................................................................................2

1.1.3 Sureties' Information ...............................................................................................3

1.2 Property Description ....................................................................................................3

1.3 Premises and Linked Parking ......................................................................................3

1.4 Lease Period ..............................................................................................................4

1.5 Renewal Period ...........................................................................................................4

1.6 Rental and Other Charges ...........................................................................................4

1.7 Basic Rental Schedule.................................................................................................4

1.8 Annual Turnover Rental ...............................................................................................5

1.9 Turnover Warranties ....................................................................................................5

1.10 Marketing Fund Contribution .......................................................................................5

1.11 Installation Allowance ..................................................................................................5

1.12 Purpose For Which Premises Are Let ..........................................................................5

1.13 Business Hours ...........................................................................................................5

2 Letting and Hiring .............................................................................................................5

3 BEE Status of Tenant .......................................................................................................6

4 Incorporation Of Schedule ................................................................................................6

APPENDIX A : GENERAL TERMS AND CONDITIONS OF LEASE

1 Definitions and Interpretation ...........................................................................................2

1.1 Definitions ...............................................................................................................2

1.2 Interpretation ...........................................................................................................3

2 Preamble .........................................................................................................................4

3 Letting and Hiring .............................................................................................................4

4 Commencement and Duration..........................................................................................4

5 Occupation .......................................................................................................................4

6 Lease Renewal ................................................................................................................5

6.1 Option .....................................................................................................................6

6.2 Market Rent and Escalation Rate Determination ....................................................6

6.3 Lapsing On Breach .................................................................................................6

6.4 Temporary Lease After Expiration Date Where Tenant Remains In Occupation .....6


7 Deposit, Suretyship, Rental and Other Charges ...............................................................7

7.1 Deposit....................................................................................................................7

7.2 Rent ........................................................................................................................7

7.3 Charges In Respect Of Electricity, Gas and Water Consumption ............................8

7.4 Marketing Fund .......................................................................................................8

7.5 Payment and Interest ..............................................................................................9

8 The Tenant's General Obligations ....................................................................................9

8.1 Manner Of Using Premises .....................................................................................9

8.2 Business Hours ..................................................................................................... 11

8.3 Licences and Permits ............................................................................................ 11

8.4 Maintenance By The Tenant ................................................................................. 11

8.5 Electrical Fittings ................................................................................................... 12

8.6 Insurance .............................................................................................................. 12

8.7 Non-Exclusivity Of Facilities .................................................................................. 13

8.8 Advertising and Signs ........................................................................................... 13

8.9 Use Of The Landlord's Intellectual Property .......................................................... 14

8.10 Sub-Letting, Cession and Transfer Of Ownership ................................................. 14

8.11 Parking.................................................................................................................. 15

9 Premises ........................................................................................................................ 15

9.1 Fitness of the Premises ......................................................................................... 15

9.2 Measurement Of The Premises............................................................................. 16

9.3 Damage Or Destruction ........................................................................................ 16

9.4 Relocation ............................................................................................................. 17

10 Fit-Out and Alterations ................................................................................................... 17

10.1 Installation Specifications / Allowance .................................................................. 17

10.2 Alterations By The Tenant ..................................................................................... 18

10.3 Alterations By The Landlord .................................................................................. 18

10.4 Re-Building ........................................................................................................... 19

11 Landlord's Right To Inspect and Advertise The Premises .............................................. 19

12 Landlord's Agent ............................................................................................................ 20

13 Exclusion Of Liability ...................................................................................................... 20

14 Breach ........................................................................................................................... 20

15 Resolution Of Disputes .................................................................................................. 22

16 Notices and Domicilia ..................................................................................................... 23

17 Miscellaneous ................................................................................................................ 23


17.1 Determination By Architect .................................................................................... 24

17.2 Signature By Landlord ........................................................................................... 24

17.3 Auditors' Certificate ............................................................................................... 24

17.4 Enforcement By Landlord ...................................................................................... 24

17.5 Credit Bureau Information……………………………………………………………….25

17.6 Company Or Close Corporation To Be Formed ..................................................... 25

17.7 Liabilities Of Partners ............................................................................................ 26

17.8 Cession Of Lease By Landlord .............................................................................. 26

17.9 Warranty Of Authority ............................................................................................ 26

17.10 Value-Added Tax .................................................................................................. 26

17.11 Confidentiality ....................................................................................................... 26

17.11.1 Confidentiality Of Transaction ...................................................................... 26

17.11.2 Confidentiality In Respect Of Information ..................................................... 27

17.12 Independent Advice .............................................................................................. 27

17.13 Implementation and Good Faith ........................................................................... 27

17.14 Further Assurances ............................................................................................... 28

17.15 Whole Agreement ................................................................................................. 28

17.16 Variation ................................................................................................................ 28

17.17 Relaxation ............................................................................................................. 28

17.18 Costs .................................................................................................................... 28

18 Special Provisions in contemplation of future international events .................................. 28

APPENDIX B: FLOOR PLAN

APPENDIX C: PROPERTY SKETCH PLAN

APPENDIX D: LANDLORD'S RESOLUTION

APPENDIX E: TENANT'S RESOLUTION

APPENDIX F: SURETYSHIP ................................................................................................ 2-5

APPENDIX G: TURNOVER RENTAL SCHEDULE

1 Definitions ........................................................................................................................2

2 Annual Turnover Rental ...................................................................................................2

3 Statement Of Turnover .....................................................................................................2

4 Notification Of Monthly Turnover and Transactions ..........................................................3

5 Payment Of Turnover Rental ............................................................................................3

6 Adjustment Of Additional Monies .....................................................................................3

7 Broken Period On Termination .........................................................................................3

8 Inspection ........................................................................................................................3


9 Confidential Information ...................................................................................................3

10 Minimum Turnover ...........................................................................................................4

11 APPENDIX H: SPECIFICATIONS


2

LEASE AGREEMENT SCHEDULE

This Lease is made and entered into between -

(1) THE ETHEKWINI METROPOLITAN MUNICIPALITY ; and

(2) [●] (Registration Number [ ●])

The Parties agree as follows:

1 ADMINISTRATIVE INFORMATION

1.1 Parties

1.1.1 Landlord Information

Landlord: The eThekwini Metropolitan Municipality Domicilium Address: c/o Municipal Management Services (Proprietary)

Limited BKS House 2 Maryvale Road Westville 3629

Postal Address: c/o Municipal Management Services (Proprietary) Limited Private Bag X 2010 Greyville 4023

Telephone Number: 031- 204 3800 Facsimile Number: 031- 204 3818 VAT Registration Number: 44101 19731

1.1.2 Tenant Information

Tenant: [●]

Registration Number:

[●]

Domicilium Address:

[●]

Postal Address: [●]

Telephone Number:

[●]

Facsimile [●]


3

Number: Cell Number: [●] E-mail Address: [●] VAT Number: [●]

1.1.3 Sureties' Information

Surety: [●] Identity / Registration Number:

[●]

Domicilium Address: [●] Postal Address: [●] Telephone Number: [●] Facsimile Number: [●] Cell Number: [●]

Surety: [●] Identity / Registration Number:

[●]

Domicilium Address: [●] Postal Address: [●] Telephone Number: [●] Facsimile Number: [●] Cell Number: [●]

1.2 Property Description

The property, on which the Stadium is located, is described as Erf 1, Durban Township,

Registration Division FU, KwaZulu-Natal Province.

1.3 Premises and linked parking

The subject matter of this Lease are the Premises and the parking facility described

below :

Description of Retail Premises:

Shop 1 -The location of which is indicated on Appendix B

Measuring: 619.81 m2 Parking: Number of bays and where located

2 (two) parking bays at Retail Undercover parking G1 & G2

Should any additional parking be required, such shall be subject to a separate Parking

Lease being entered into between the parties.


4

1.4 Lease Period

Commencement Date: [●] Termination Date: [●] Duration of Initial Period: 5 years Beneficial Occupation Date:

1 month

1.5 Renewal Period

Commencement Date of Renewal Period: [●] Duration of Renewal Period: [●] Subject to the provisions of clause 6 of Appendix A .

1.6 Rental and other Charges

Deposit: [●]

Tenant's Public Liability Insurance Cover: R 5 million rand VAT thereon: [●]

1.7 Basic Rental Schedule

1.7.1 Trading Area 619.81 m2

PERIOD FROM PERIOD TO MONTHLY RENTAL

VAT TOTAL RENTAL

[●] [●] [●] [●] [●]

[●] [●] [●] [●] [●]

[●] [●] [●] [●] [●]

[●] [●] [●] [●] [●]

[●] [●] [●] [●] [●]

Based on an escalation of 8% (eight per cent) per annum, compounded with turnover rental payable from date of opening.


5

1.8 Annual Turnover Rental

[●]% ([●] per cent) of the Turnover, as contemplated in 2 of Appendix G .

1.9 Turnover Warranties

Subject to the provisions of Appendix G -

1.9.1 the minimum annual Turnover of the Tenant referred to in 10.1.1 of Appendix G , shall

be an amount of R 6 600 000 (six million six hundred thousand rand); and

1.9.2 the escalation percentage referred to in 10.1.2 of Appendix G , shall be 8% (eight per

cent).

1.10 Marketing Fund Contribution

A marketing fund contribution will be payable, only if the Marketing Fund is duly

established in terms of 7.4 of Appendix A .

1.11 Installation Allowance

tbc.

1.12 Purpose for which Premises are let

Restaurant franchise

Minimum trading hours 08:00 – 20:00

2 LETTING AND HIRING

The Landlord lets to the Tenant which hires the Premises from the Landlord, on the terms and

conditions contained in this Lease.

3 BEE STATUS OF TENANT

The representations made by the Tenant, as part of its tender relating to this Lease, in

respect of its Black Economic Empowerment status shall be deemed to constitute a part of

this Lease and any “negative change” which, in the reasonable opinion of the Landlord,


6

materially compromises such status, shall constitute a material breach of this Agreement.

The Tenant shall keep the Landlord informed of any changes, from time to time, as

contemplated herein.

4 INCORPORATION OF SCHEDULE

This Schedule and the Appendices referred to in 4.1 to 4.8 below shall together constitute the

Lease.

4.1 Appendix A - General Terms and Conditions of Lease

4.2 Appendix B - Floor Plan

4.3 Appendix C - Property Sketch Plan

4.4 Appendix D - Landlord's Resolution

4.5 Appendix E - Tenant's Resolution

4.6 Appendix F - Suretyship

4.7 Appendix G - Turnover Rental Schedule

4.8 Appendix H - Specifications

SIGNATURE BELOW CONSTITUTES SIGNATURE OF THE LEASE; WHICH IS COMPRISED OF THE SCHEDULE AND APPENDICES

Signed by the Landlord at .............. on this the ........................ day of ................................ 20…..

_____________________________________ For: THE ETHEKWINI METROPOLITAN MUNICIPALITY

Duly Authorised

Name: ......................................................

Designation: ......................................................


7

Signed by the Tenant at ............................... on this the ... day of ........................... 20…..

_____________________________________ For: [●]

Duly Authorised

Name: ......................................................

ID Number: ......................................................

Designation: ......................................................


1

APPENDIX A

GENERAL TERMS AND CONDITIONS OF LEASE


2

APPENDIX A

GENERAL TERMS AND CONDITIONS OF LEASE

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Lease, unless clearly inconsistent with or otherwise indicated by the context -

1.1.1 "Architect " means an independent architect of at least 15 (fifteen) years standing, agreed to by the Parties or, failing agreement between the Parties, appointed at the instance of either the Landlord or the Tenant by the President of the South African Institute of Architects (or its successors-in-title);

1.1.2 "Beneficial Occupation Date " means the date specified as such in 1.4 of the Schedule;

1.1.3 "Building " means the building or buildings erected or to be erected on the Property of which the Premises form a portion, and which forms part of the Moses Mabhida Stadium Development;

1.1.4 "Business Day " means a day, other than a Saturday, a Sunday or a public holiday in the RSA, on which banks are open for business and in the event that a day referred to in terms of this Lease should fall on a day which is not a Business Day, then the relevant date shall be extended to the next succeeding Business Day;

1.1.5 "Commencement Date " means the commencement date of this Lease specified in 1.4 of the Schedule;

1.1.6 "Floor Plan " means the floor plan of the Premises, subject to variation as may be agreed between the Parties, which plan is attached as Appendix B to the Lease;

1.1.7 "General Terms and Conditions " means the general terms and conditions of lease applicable between the Parties, which General Terms and Conditions are attached as Appendix A to the Lease;

1.1.8 "Initial Period " means the period of this Lease specified in 1.4 of the Schedule;

1.1.9 "Lease " means the Schedule and the appendices referred to in 4.1 to 4.8 of the Schedule;

1.1.10 "Moses Mabhida Stadium Development " means the sports stadium, park and retail development project of that name initiated by the Landlord in Durban, as reflected on the plan attached as Appendix C;

1.1.11 "Parties " means, collectively, the Landlord and the Tenant and "Party " shall mean either of them as the context may indicate;

1.1.12 "Permitted uses of Premises " means the purpose for which the Premises are let as set out in 1.12 of the Schedule;

1.1.13 "Premises " means the premises described in 1.3 of the Schedule and as indicated on the Floor Plan attached as Appendix B to this Lease;

1.1.14 "Prime Rate " means the nominal, annual, rate of interest from time to time publicly quoted as such by The Standard Bank of South Africa Limited, on overdraft facility to its most favoured corporate customers, and generally known as Standard Bank’s prime rate, calculated on a 365 (three hundred and sixty five) day factor irrespective of whether or not the year is a leap year, as certified by any manager of that bank whose appointment as such it shall not be necessary to prove, the contents of which certificate shall be prima facie proof of the contents thereof;

1.1.15 "Property " means the property as described in 1.2 of the Schedule;

1.1.16 "RSA" means the Republic of South Africa;

1.1.17 "SAPOA Prime Grade " means Premises and Premises fit-out of the type and quality as specified by the South African Property Owners' Association as being of a prime grade;

1.1.18 "Schedule " means the schedule of information to which these terms and conditions are attached as Appendix A ;


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1.1.19 "Signature Date" means the date upon which this Lease is signed by the last of the Parties;

1.1.20 "Tenant Fit-Out Works " means the Tenant fit-out to be undertaken on the Premises by the Tenant in accordance with the Tenant's specifications and plans, but subject to -

1.1.20.1 the prior written consent of the Landlord being obtained, which consent shall not be unreasonably withheld; and

1.1.20.2 such Tenant fit-out being of no less quality than the SAPOA Prime Grade,

and to the provisions of this Appendix A ;

1.1.21 "Termination Date " means the termination date of this Lease specified in 1.4 of the Schedule; and

1.1.22 "VAT" means value-added tax levied from time to time in terms of the Value-Added Tax Act, No. 89 of 1991, as amended.

1.2 Interpretation

1.2.1 In this Lease, unless clearly inconsistent with or otherwise indicated by the context -

1.2.1.1 any reference to the singular includes the plural and vice versa;

1.2.1.2 any reference to natural persons includes legal persons and vice versa;

1.2.1.3 any reference to a gender includes the other genders; and

1.2.1.4 references to any enactment shall include references to such enactment as it may, after the Signature Date, from time to time be amended, supplemented or re-enacted.

1.2.2 Where appropriate, meanings ascribed to defined words and expressions in 1.1, shall impose substantive obligations on the Parties.

1.2.3 The clause headings in this Lease have been inserted for convenience only and shall not be taken into account in its interpretation.

1.2.4 In the interpretation of this Lease, the contra proferentum rule of interpretation shall not apply (this Lease being the product of negotiations between the Parties), nor shall this Lease be construed in favour of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Lease.

1.2.5 The use of the word "including" followed by a specific example or examples shall not be construed or interpreted as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording and/or such specific example or examples.

1.2.6 Any provision imposing a restraint, prohibition or restriction on the Tenant shall be so construed that the Tenant is not only bound to comply therewith but is also obliged, to the extent reasonably possible, to procure that the same restraint, prohibition or restriction is observed by everybody occupying or entering the Premises or any part thereof through, under, by arrangement with or at the invitation of, the Tenant, including its subsidiaries and the directors, member, officers, employees, agents, customers and invitees of the Tenant.

1.2.7 This Lease shall be governed by and construed and interpreted in accordance with the laws of the RSA.

2 PREAMBLE

2.1 The Landlord owns the Property, which the Tenant acknowledges to be subject to certain servitudes, conditions in the title deed of the Property and other limitations.

2.2 The Tenant wishes to hire the Premises from the Landlord on the terms and conditions contained in this Lease.


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3 LETTING AND HIRING

The Landlord lets to the Tenant which hires the Premises subject to the terms and conditions of this Lease.

4 COMMENCEMENT AND DURATION

Notwithstanding the Signature Date, this Lease shall commence on the Commencement Date and endure for the Initial Period until the Termination Date, subject to the provisions of 6.

5 OCCUPATION

5.1 Subject to 5.5 below, occupation of the Premises for commercial purposes shall occur only when the Stadium, including the Premises, are certified to be completed (as certified by the Architect) and, to the extent applicable, an appropriate occupation certificate has been issued. If the Landlord is unable to give the Tenant such occupation of the Premises on the Commencement Date, but is able to give the Tenant occupation of the Premises within a period of 90 (ninety) days from the Commencement Date, then the Tenant shall have no right to resile from this Lease and shall accept occupation of the Premises on the date on which the Premises are available for occupation and the Tenant shall have no claim against the Landlord for any loss, damage, expense or consequential damages that may have been suffered by the Tenant arising out of the delay.

5.2 In the event of occupation of the Premises being given to the Tenant after the Commencement Date, the date on which occupation is given to the Tenant shall be deemed to be the Commencement Date and the Termination Date shall be extended accordingly. If the date on which occupation of the Premises is given to the Tenant does not coincide with the first day of a calendar month, then the rental and other amounts payable by the Tenant for the month during which occupation is given to the Tenant, shall be abated proportionately.

5.3 The Landlord shall not be obliged to give the Tenant occupancy of the Premises unless -

5.3.1 all the obligations for occupancy provided for in this Lease, including in particular the receipt by the Landlord of the required rental deposit, guarantees and suretyships as specified in the Schedule, have been fulfilled; and

5.3.2 this Lease has been duly completed and signed by or on behalf of the Tenant and delivered to the Landlord.

5.4 The exercise by the Landlord of its rights in terms of 5.3 shall not constitute an extension of the Commencement Date, nor, in particular, relieve the Tenant from its obligations to commence paying the deposit, the monthly rent and other amounts payable by the Tenant under this Lease with effect from the Commencement Date.

5.5 Notwithstanding the Commencement Date referred to in 5.1, the Landlord shall provide the Tenant with access to the Premises, in order for the Tenant to undertake the Tenant Fit-Out Works, from the Beneficial Occupation Date, even if the exterior of the Building has not been completed and the entrance halls, lobbies and passages (other than those of the Premises) although usable, have not been fully completed. Access to the Premises for the purposes of the Tenant’s Fit-Out Works shall be given and taken at the Tenant’s own risk, it being acknowledged that, during the period from the Beneficial Occupation Date to the Commencement Date, the Tenant and its contractors and workmen will be subject to the risks attendant upon the ongoing construction work and related activities on the Property. The Tenant shall have no claim against the Landlord in consequence of any injury of losses sustained or incurred upon the Property during such period and shall indemnify the Landlord and hold it harmless in respect of any claims that it or any of its employees, contractors or invitees may otherwise have had in consequence of any such injuries or losses, howsoever arising.

5.6 Immediately upon the Tenant taking occupation of the Premises for whatever purpose the Tenant shall permit the Landlord or its agents and/or the servants of the Landlord and their agents the right of access to the Premises in order to enable the completion of any work in the Premises which is the responsibility of the Landlord to undertake, subject to compliance with the Tenant's security arrangements.


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5.7 Should any dispute arise between the Parties as to whether the Premises are ready for occupation or as to the Commencement Date, then such dispute shall be referred for determination by the Architect in accordance with the provisions of 17.1.

5.8 If the Landlord is unable to give the Tenant occupation of the Premises within 90 (ninety) days of the Commencement Date, the Tenant shall have a right to resile from this Lease by way of written notice given within 14 (fourteen) days of the expiry of the said 90 (ninety) day period failing which the Tenant shall accept occupation of the Premises on the date on which the Premises are made available for occupation and, in those circumstances, the provisions of clauses 5.1 and 5.2 above shall apply, mutatis mutandis, so that the Commencement Date and the Termination Date shall be extended accordingly so as to cater for the delay. In the event of the Tenant resiling from this Lease, it shall have no claim against the Landlord for any damages suffered irrespective of how the same were caused.

6 LEASE RENEWAL

6.1 Option

6.1.1 Subject to 6.3, the Tenant shall have an option (the "Option ") to renew this Lease for the further period referred to in 1.5 of the Schedule from the termination of the Initial Period (the "Renewal Period ") on the same terms and conditions as contained in this Lease, save that -

6.1.1.1 there shall be no further Option to renew this Lease;

6.1.1.2 the monthly rent and parking rental (collectively, the "Rent") and rate of escalation payable in respect of the Renewal Period shall be a market Rent and a market escalation rate prevailing at the time a determination is made in terms of 6.2; and

6.1.1.3 notwithstanding anything to the contrary herein contained, the monthly Rent payable in the first year of the Renewal Period shall not be less than 110% (one hundred and ten per cent) of the monthly Rent payable by the Tenant in the last month of the last year of the Initial Period of this Lease.

6.1.2 The Tenant shall exercise the Option by giving written notice to the Landlord not less than 6 (six) months and not more than 12 (twelve) months, prior to the termination of the Initial Period of this Lease, failing which, the Option shall lapse.

6.2 Market Rent and Escalation Rate Determination

6.2.1 By not later than 30 (thirty) days after the date on which the Tenant exercised the Option in terms of 6.1.2, the Tenant shall be entitled to request a market Rent and market escalation rate determination for the Renewal Period.

6.2.2 The Landlord and the Tenant shall, within 15 (fifteen) days of the Tenant having requested a rent and escalation rate determination, use their best endeavours to agree on the prevailing market Rent and the prevailing market escalation rate applicable at that time.

6.2.3 Should the Landlord and Tenant fail to agree on the prevailing market Rent and/or the prevailing market escalation rate within the 15 (fifteen) day period contemplated in 6.2.2, then such determination shall be made by an independent expert appointed by the Chief Executive Officer for the time being of the South African Property Owners' Association (or its successor-in-title) (the "Expert "), acting as an expert, whose decision shall be final and binding on the Parties. The Landlord and the Tenant shall use their best endeavours to procure that the Expert furnishes his determination within 15 (fifteen) days of the request for such determination.

6.2.4 The Expert shall, in determining the prevailing market Rent and the prevailing market escalation rate, have regard to the prevailing market Rents and prevailing market escalation rates payable in respect of similar premises and taking into account the terms and period of this Lease.

6.3 Lapsing on Breach

Should the Tenant commit a breach of this Lease at any time during the last year of this Lease immediately preceding the Termination Date (even if such breach is remedied by the Tenant), then the Option shall automatically lapse and be of no further force and effect.


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6.4 Temporary Lease after Expiration Date where Tenant r emains in occupation

In the event of any occupation of the Premises by the Tenant after the Termination Date, without the Parties having properly renewed the terms of this Lease and without a formal agreement (signed by both the Tenant and the Landlord) having been concluded for any reason whatsoever and irrespective of any oral discussions, representations, negotiations and correspondence that may have been exchanged between the Parties -

6.4.1 the Tenant shall be deemed to lease the Premises on a temporary basis, subject to all the terms and conditions contained in this Lease, provided that either Party will be entitled to terminate such lease by giving 1 (one) month’s written notice of termination to the other Party; and

6.4.2 the Tenant further agrees that, in such circumstances, the rent and other charges payable in respect of the first month after the Termination Date, shall not be less than the rent and other charges payable by the Tenant during the month immediately preceding the Termination Date, escalated by 10% (ten per cent) in respect of the rent, assessment rates, service charges and other costs, with the exception of such service charges that are based on the Tenant’s use as contemplated in 7.3.

7 DEPOSIT, SURETYSHIP, RENTAL AND OTHER CHARGES

7.1 Deposit

7.1.1 The Tenant shall, on the Signature Date pay to the Landlord a deposit in the amount specified in 1.6 of the Schedule (the "Deposit ").

7.1.2 The Landlord shall have the right to apply the whole or part of the Deposit towards -

7.1.2.1 payment of rent, VAT or any other liability or amount whatsoever due by the Tenant in terms of this Lease;

7.1.2.2 the recovery of expenses incurred by the Landlord in carrying out any of the Tenant's obligations in terms of this Lease; and/or

7.1.2.3 the reinstatement of the Premises by the Landlord or its agents in the event of the Tenant failing to procure such reinstatement of the Premises upon vacation of the Premises to the original state in which the Tenant received the Premises from the Landlord.

7.1.3 The Landlord shall -

7.1.3.1 subject to what is provided below, retain the Deposit until the Tenant has vacated the Premises and all the Tenant's obligations arising from this Lease have been fulfilled; and

7.1.3.2 repay to the Tenant any part of the Deposit not applied in terms of this 7.1.

7.1.4 The Tenant may not set-off against the Deposit any rent, VAT or other amount payable in terms of this Lease.

7.1.5 In the event of the whole or part of the Deposit being utilised by the Landlord for any purpose as contemplated in this Lease, the Tenant shall, within a period of 10 (ten) business days after receipt of notice from the Landlord calling for reinstatement and specifying the amount required for that purpose, reinstate the Deposit, as the case may be, to its original amount.

7.1.6 Any part of the Deposit not applied in terms of this 7.1 will be refunded to the Tenant within 90 (ninety) days, of the Termination Date or vacation of the Premises by the Tenant (whichever shall be the later).

7.1.7 The Parties record that the suretyship attached as Appendix F hereto, shall be entered into by the Parties simultaneously with the signature of this Lease.

7.2 Rent

7.2.1 The monthly rent payable by the Tenant to the Landlord during the Initial Period shall be the greater of -


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7.2.1.1 the amounts set out in 1.7 of the Schedule; and

7.2.1.2 the turnover rental as determined in accordance with the provisions of Appendix G ,

and shall, in respect of payments made pursuant to 7.2.1.1, be paid by the Tenant to the Landlord, monthly in advance, on or before the first day of each and every month and in accordance with 7.5. Payments made pursuant to 7.2.1.2 shall be made in accordance with the provisions of Appendix G as read together with 7.5.

7.3 Charges in respect of Electricity, Gas and Water Cons umption

7.3.1 The Tenant shall, on demand, pay to the Landlord or to the local authority, as the Landlord may require, the cost together with the attributable VAT thereon, of all electric current, water and gas consumed or used on the Premises.

7.3.2 Any payment due by the Tenant to the relevant supplier of the services referred to in 7.3.1 or the Landlord in terms of this 7.3 shall be payable by the Tenant immediately on demand by the supplier or the Landlord. Should the Tenant fail to pay such amount within 7 (seven) days of same being presented to the Tenant, then, without prejudice to its other rights in law, the Landlord shall be entitled to terminate the particular supply to the Tenant.

7.3.3 The Tenant shall, at the Landlord's discretion, on demand pay either to the relevant local authority or to the Landlord, any deposit, as required by the local authority and to the extent that same relates to the Premises, for electricity and water connections or consumption for the Premises.

7.4 Marketing Fund

7.4.1 The Landlord shall be entitled to establish, at any time during the duration of this Lease, a fund for the purpose of advertising and promoting the Stadium including the retail facilities at the Stadium (the "Marketing Fund "). In the event of the Landlord deciding to establish the Marketing Fund, it shall give written notice thereof to the Tenant which notice shall specify the month during which the Tenant will be obliged to start contributing to the Marketing Fund, the beginning of which month shall be at least 30 (thirty) days after the date of the said written notice. The Marketing Fund shall be managed by the Landlord or its nominee and contributions to the Fund shall be required from each of the retail tenants at the Stadium on a basis which is pro rata the amount of basic rental payable by it, as the Landlord may determine. In any event, the monthly marketing contribution required of each of the retail tenants, including the Tenant, shall not exceed 10% (ten) percent of the basic monthly rental payable by such tenant.

7.4.2 If the Landlord proceeds with the Marketing Fund, the Landlord undertakes to contribute to the Marketing Fund R1.00 (one rand) for each R1.00 (one rand) contributed by the Tenant in terms of this 7.4.

7.4.3 All monies paid towards the Marketing Fund shall be deposited into a bank account under the management, control and operation of the Landlord or its nominee and shall be separately managed and administered by the Landlord or its nominee. The Tenant hereby authorises the appointment of such nominee and any other decision and act of the Landlord in respect of the management, control and operation of the Marketing Fund.

7.4.4 The Landlord shall, if it elects to do so in writing to the Tenant, create a marketing committee (the "Marketing Committee "), which Marketing Committee shall consist of the Landlord or its nominee and 2 (two) tenants of the Building elected by the majority vote of all the other tenants of the Building. Notwithstanding the creation of the Marketing Committee as contemplated in this 7.4.4, the Marketing Fund shall at all times remain under the management, control and operation of the Landlord or its nominee.

7.4.5 If the Marketing Committee is created as contemplated in 7.4.4, the Marketing Committee shall meet from time to time to conceive, devise and implement advertising and promotional concepts, projects or campaigns at or for the Moses Mabhida Stadium Development using the funds available in the Marketing Fund from time to time, provided that if the Marketing Committee is not created as contemplated in 7.4.4, the Landlord or its nominee shall render such functions. The Parties hereby record that no proposal of the Marketing Committee shall be implemented, unless the Landlord or its nominee has voted


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in favour of such proposal. The Tenant hereby undertakes to co-operate in and assist with the same to the extent reasonably required by the Marketing Committee or the Landlord or its nominee, as the case may be.

7.4.6 The Tenant and anyone associated with or through the Tenant shall have no remedy or other recourse against the Marketing Committee or the Landlord or its appointed nominee, as the case may be, nor shall the Tenant defer or withhold payment of its contribution to the Marketing Fund or any part thereof pursuant to or as a result of any advertising or promotional concepts, projects or campaigns implemented as contemplated in this 7.4, or the application of any contributions to the Marketing Fund in respect thereof.

7.5 Payment and Interest

7.5.1 All payments to be made by the Tenant in terms of this Lease shall be made on or before the due date thereof, free of exchange and of any deductions or set-off of any nature whatsoever, and shall be, unless clearly stated otherwise, paid -

7.5.1.1 during office hours at the Landlord's chosen domicilium (as specified in 1.1.1 of the Schedule); or

7.5.1.2 by way of direct deposit or electronic funds transfer to a bank account to be nominated in writing by the Landlord; for which it is a condition that a copy of the deposit slip or transfer information be forwarded to the Landlord within 7 (seven) days of the date of such deposit or transfer.

7.5.2 The Tenant shall not have the right to defer, adjust or withhold any payment due to the Landlord in terms of or arising out of this Lease or to obtain deferment of judgment for such amount or any execution of such judgment by reason of any set-off or counterclaim of whatsoever nature or howsoever arising.

7.5.3 Save to the extent otherwise provided all amounts due by the Tenant to the Landlord (including damages) in terms of or arising out of this Lease shall, unless paid on due date, bear interest from the due date to date of payment. Such interest shall be -

7.5.3.1 calculated at the Prime Rate; and

7.5.3.2 capitalised monthly in arrear on the balance due.

8 THE TENANT'S GENERAL OBLIGATIONS

8.1 Manner of using Premises

8.1.1 The Tenant shall be entitled to use the Premises solely for the purposes specified in 1.12 of the Schedule, and for no other purpose whatsoever without the prior written consent of the Landlord.

8.1.2 The Tenant acknowledges that it shall not have an exclusive right to any particular type of business being conducted on the Property.

8.1.3 The Tenant shall -

8.1.3.1 ensure that the Premises are both adequately stocked with merchandise (if applicable) and properly staffed with personnel;

8.1.3.2 procure that the shopfront of the Premises shall at all times be suitably lit up and comply with such standards of design and presentability as the Landlord may determine from time to time;

8.1.3.3 ensure that all installations, fittings and fixtures are of good quality and in keeping with the general lay-out and finish of the other Premises comprising the remainder of the Building;

8.1.3.4 keep the windows suitably dressed in accordance with the class of business for which the Premises are leased;

8.1.3.5 be responsible for procuring suitable security arrangements in or on the Premises in accordance with the nature of the business for which the Premises are leased; and


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8.1.3.6 procure and adhere to appropriate waste disposal and emission filtering measures in accordance with -

8.1.3.6.1 municipal by-laws;

8.1.3.6.2 directives by the Landlord; and

8.1.3.6.3 the nature of the business conducted on the Premises.

8.1.4 The Tenant shall not -

8.1.4.1 permit or consent to any goods being stored or left outside the Premises, in the passage, lifts or on the landing of the Building adjacent to the Premises;

8.1.4.2 bring any unreasonably heavy article into the Building without the Landlord's prior consent;

8.1.4.3 permit the contravention of any laws or regulations relating to owners, tenants or occupiers of business premises or affecting the conduct of business in the Premises;

8.1.4.4 permit any contravention of the conditions of title whereunder the Property is held by the Landlord, which the Tenant declares itself to be fully acquainted with;

8.1.4.5 damage or permit any damage to any part of the Premises or Property;

8.1.4.6 do, or cause or permit to be done on or near the Property anything which may cause any nuisance, disturbance or danger;

8.1.4.7 hold any auction, fire, closing down, insolvency or liquidation sale in the Premises or any portion thereof, unless the Premises are specifically let for such purposes;

8.1.4.8 permit delivery vehicles to unload anywhere other than those areas designated by the Landlord for this purpose; or

8.1.4.9 without the Landlord's prior written consent, use or store or permit the storage of any corrosive chemicals on the Premises and if the Landlord consents, the Tenant shall -

8.1.4.9.1 ensure that the use or storage of such chemicals is done strictly in accordance with all applicable laws, by laws and regulations; and

8.1.4.9.2 take all reasonable precautions to ensure that such chemicals are used and stored in such a way that there is no spillage and no risk of any damage being caused.

8.1.5 The Tenant shall comply with all applicable laws and without derogating from the generality of the above, shall not do anything which constitutes a breach of the Liquor Act or which would place any liquor licence pertaining to the Stadium or any part thereof in jeopardy.

8.1.6 Without derogating from the obligations of the Tenant to comply with all applicable laws, the Tenant shall not conduct any “ambush marketing” in terms of which it unlawfully seeks to derive a commercial advantage for itself on the back of an event taking place at the Stadium and in respect of which the relevant commercial rights are held by a third party.

8.1.7 The Tenant shall, in respect of the business which it undertakes at the Premises, provide a first class service to its customers, the object being that such will enhance (and in no way undermine) the status of the retail facilities available to the public at the Stadium. The Tenant acknowledges that it is the intention that the Stadium is intended to become both a popular retail destination for local consumers as well as an important part of what the Stadium offers as a leading tourist attraction. Should the Tenant fail to deliver and maintain such standard of service as may be reasonably required by the Landlord, having regard to the above objectives, such shall constitute a material breach of this Agreement.

8.2 Business Hours

8.2.1 Unless otherwise agreed by the Landlord, whose approval shall not be unreasonably withheld, the Tenant shall keep the Premises open for the conduct of business during the


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business hours stated in 1.13 of the Schedule (the "Business Hours "), for the duration of this Lease or any extension or renewal thereof.

8.2.2 The Tenant agrees that the Landlord, in its reasonable discretion, shall be entitled to extend the Business Hours upon reasonable written notice to the Tenant, during specific periods.

8.3 Licences and Permits

The Tenant shall obtain any licenses, permits and authorities required for the lawful conduct of its business in the Premises.

8.4 Maintenance by the Tenant

The Tenant shall -

8.4.1 advise the Landlord within 14 (fourteen) days after the Commencement Date of any structural defects in the Premises or of any keys, locks, windows, sewerage pans, basins and electrical installations and fittings which are in a defective state or are missing, and the absence of such notice shall constitute prima facie proof of the absence of any defects or missing articles, and of the good condition of the Premises. (The Landlord shall make good any defects as specified in the abovementioned “snag list”.);

8.4.2 at its own expense, keep and maintain the interior and exterior of the Premises (which shall include all windows, both internal and external) in good order and repair;

8.4.3 keep and maintain the interior of the Premises in a clean, tidy and sanitary condition;

8.4.4 make good or repair any loss, damage or defacement to any plate glass window or panel or shop front of the Premises, howsoever caused;

8.4.5 not cause or permit the obstruction or blockage of sewerage pipes, water pipes and drains in use in connection with the Premises, but shall throughout the currency of this Lease maintain such sewerage pipes, water pipes and drains free from any such obstruction or blockage;

8.4.6 replace any light bulbs, fluorescent tubes, starters, ballasts, choking coils, tap washers, cisterns, cistern washers and seals or other consumable items used in the Premises; and

8.4.7 on termination of this Lease, return the Premises to the Landlord in the same good condition as it was when the Tenant received it and deliver to the Landlord all keys, duplicate keys and access cards for the Premises, Property and the Building which are in the possession of the Tenant, its invitees or guests. If any key, lock or access card for which the Tenant, its invitees or guests were responsible is lost, damaged or destroyed, the Landlord may replace any or all the keys, locks or access cards for the Property or the Building at the Tenant's cost or require the Tenant to do so.

8.5 Electrical Fittings

8.5.1 The Tenant shall not interfere with or alter any electrical installations in the Premises without the prior consent of the Landlord.

8.5.2 The Tenant shall not at any time during the currency of this Lease -

8.5.2.1 make any alterations or additions to the electrical installation of the Building or of the Premises without the consent of the Landlord;

8.5.2.2 connect any apparatus which might endanger or overload the existing electrical installation; or

8.5.2.3 install extra electrical or other installations or connections in or about the Premises, air conditioners or heaters (permanent or portable), or any computers or similar appliances in the Premises without ensuring that such installations shall be carried out by a competent electrical contractor approved of by the Landlord in writing. The cost thereof shall be borne and paid for by the Tenant.


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8.6 Insurance

8.6.1 The Tenant shall -

8.6.1.1 not, save for its normal stock-in-trade, store or permit the storage of any article upon the Premises or on the Property which may result in the premiums with regard to any insurance held by the Landlord in respect of the Building, being increased;

8.6.1.2 at all times comply with the conditions of any fire or other insurance policy held from time to time by the Landlord in respect of the Premises and/or the Property; and

8.6.1.3 not permit anything to be done which may result in any insurance policy held by the Landlord for the time being in respect of the Premises, and/or the Property being rendered void or voidable.

8.6.2 If any such premium payable in respect of such policy(ies) is increased -

8.6.2.1 by reason of the nature or scope of the business which the Tenant carries out on/in the Premises in terms of the Lease; or

8.6.2.2 as a result of the Tenant not complying with any of the aforesaid provisions,

then without prejudice to any other rights which the Landlord may have as a result thereof, the Tenant shall on demand refund to the Landlord the amount of that additional premium.

8.6.3 The Tenant shall take out and maintain -

8.6.3.1 an insurance policy in respect of the plate glass windows, fixtures, fittings and the contents of the Premises with (an) insurer/s approved in writing by the Landlord; and

8.6.3.2 public liability insurance, in the amount set out in the Schedule, with (an) insurer/s approved in writing by the Landlord.

8.6.4 Whenever so required by the Landlord, the Tenant shall exhibit to the Landlord proof of such insurance and payment of the premiums that fall due in respect of such insurance and if the Tenant fails to do so, without prejudice to the Landlord's rights, the Landlord shall be entitled to pay such premiums and to recover them from the Tenant on demand.

8.7 Non-exclusivity of facilities

8.7.1 The Tenant and its servants and agents shall not be entitled to the exclusive use at any time of the yard, public toilets, parking areas and other conveniences provided by the Landlord, but the Tenant shall have the right of reasonable use thereof having regard to the right of other tenants in this respect.

8.7.2 The Tenant undertakes that its employees and customers shall use the conveniences which may be allocated by the Landlord.

8.7.3 The Tenant, its employees and servants shall not pollute or encumber any passage, pavement, corridor, stairway, path, lane, yard or ground which is intended for the common use of the tenants of the Property.

8.8 Advertising and Signs

8.8.1 The Tenant shall not be entitled to affix, paint, erect, install or display any advertising or other signs (including neon signs), awning, canopy or any other thing of any kind (the "Signs ") on the windows, doors, exterior or roof of the Premises or Property, without the Landlord's prior written consent. Should such consent be granted, then the Tenant shall -

8.8.1.1 keep and maintain any such signs in good, clean and proper working order and condition and comply with the requirements of any competent authority pertaining to such signs;

8.8.1.2 indemnify the Landlord against all claims of whatsoever nature made against the Landlord as a result of the installation, erection or operation of such signs; and

8.8.1.3 keep within the specification of the architect or the design criteria, if any, of the Property.


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8.8.2 The Tenant shall, upon the expiration or earlier termination of this Lease, remove all signs affixed, painted, placed, displayed, erected or installed by it with or without the Landlord's written consent and make good at its own cost any damage caused as a result of such removal. Should the Tenant fail to so remove all signs or make good any such damage, the Landlord shall be entitled to recover from the Tenant an amount equal to the Landlord’s cost thereof and which amount shall be payable by the Tenant within 7 (seven) days of demand.

8.8.3 The Tenant shall not affix any posters, placards or notices to the external windows, doors or walls of the Premises.

8.8.4 Should the Tenant affix, paint, erect, install or display any signs referred to in 8.8.1 and/or 8.8.2 on the windows, doors, exterior roof of the Premises or Property, without the Landlord's prior written consent, then the Tenant shall be obliged to immediately remove such signs upon receipt of a written notice from the Landlord requiring it to do so, failing which the Landlord shall be entitled to do so and recover from the Tenant an amount equal to the Landlord’s cost thereof and which amount shall be payable by the Tenant within 7 (seven) days of demand. The aforegoing shall apply, mutatis mutandis, to such signs which were executed with the Landlord's prior written consent but which do not comply with such approval.

8.9 Use of the Landlord's Intellectual Property

The Tenant shall not without the Landlord's prior written consent use any of the Landlord's intellectual property, including the Landlord's trademarks, service marks, trade names, domain names, patents, copyrights, inventions, processes and applications therefore, systems, methods, models, procedures, any and all written material and controls, as well as all rights to trade secrets, confidential information, know-how and all other rights of a similar character (regardless of whether such rights are registered and/or capable of registration) and all applications and rights to apply for protection of any of the same.

8.10 Sub-Letting, Cession and Transfer of Ownership

8.10.1 The Tenant shall not cede, assign, mortgage, pledge, transfer or in any other way deal with any of its rights under this Lease, nor sub-let the Premises or any part thereof, nor allow anyone else to occupy the Premises or any part thereof on any terms and conditions whatsoever or for any reason whatsoever, without the Landlord's prior written consent.

8.10.2 In respect of sub-letting referred to in 8.10.1 the Tenant shall not sub-let the Premises or any portion thereof at a greater rent than that payable to the Landlord for the Premises or for such portion (the rent payable by the Tenant to the Landlord for such portion to be deemed to be the same proportion of the total rent payable by the Tenant for the Premises as the square meterage of such portion bears to the total square meterage of the Premises).

8.10.3 Notwithstanding anything to the contrary, contained or implied herein, should the Tenant wish to sub-let the whole or any part of the Premises, then -

8.10.3.1 application for the consent of the Landlord shall be made to the Landlord -

8.10.3.1.1 in writing, setting out the name, address and business of the sub-Tenant as well as setting out all credit and trade references relating to the proposed sub-Tenant as may be necessary for the Landlord to make an informed decision; and

8.10.3.1.2 not less than 60 (sixty) days and not more than 90 (ninety) days prior to the date on which it is contemplated that the proposed sub-lease shall commence;

8.10.3.2 the Landlord shall on receipt of such an application, be entitled to give written notice to the Tenant of the Landlord's consent to the sub-lease, provided that the Landlord shall not be required to grant its consent to the sub-lease unless the sub-Tenant agrees in writing to make payments of the rent and all other amounts due in terms of this Lease direct to the Landlord on behalf of the Tenant, on the distinct understanding that such undertaking shall in no way affect the obligations imposed on the Tenant in terms hereof; and


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8.10.3.3 the Landlord may charge a fee for the administration of such application for sub-lease, request a copy of such sub-lease and generally impose such terms and conditions as it deems fit.

8.10.4 Should the Tenant be a company, the transfer of any of its present issued shares, unissued share capital or any future increased share capital which results in a change in the effective control of the company or a disposal of its business, shall be deemed to be a cession in terms of the provisions of 8.10.1 above and the Tenant shall require the prior written consent of the Landlord. For the purpose of this 8.10.4, "effective control" shall, without limiting the generality of the meaning of the word, mean -

8.10.4.1 the beneficial ownership of the majority number of the Tenant’s entire issued ordinary shares (and/or such other classes of shares holding normal voting rights) directly or indirectly and whether in law or in effect;

8.10.4.2 the right or ability to control, whether directly or indirectly, the votes attaching to the majority of the Tenant’s issued ordinary shares (and/or such other classes of shares holding normal voting rights); and/or

8.10.4.3 the right or ability to control the decisions of the board of directors of the Tenant.

8.10.5 Should the Tenant be a close corporation, then any change in the present members' interests which results in a change in effective control of the close corporation or a disposal of its business, shall be deemed to be a cession in terms of the provisions of 8.10.1 above and the Tenant shall require the prior written consent of the Landlord.

8.10.6 Should the Tenant be a trust, then any change in the present trustees, which results in a change in effective control of the trust or a disposal of its business, shall be deemed to be a cession in terms of the provisions of 8.10.1 above and the Tenant shall require the prior written consent of the Landlord.

8.10.7 Should the Tenant be a partnership, then any change in the present partners or a disposal of the business being conducted by the partnership, shall be deemed to be a cession in terms of the provisions of 8.10.1 above and the Tenant shall require the prior written consent of the Landlord.

8.10.8 Should the Tenant be any other form of legal entity or legal and business enterprise, then any similar change in effective control of such entity on an ownership and/or management and decision-making level shall be deemed to be a cession in terms of the provisions of 8.10.1 above and the Tenant shall require the prior written consent of the Landlord.

8.11 Parking

8.11.1 The Tenant shall be entitled to the use of the parking bays referred to in item 1.3 of the Schedule, the use of which shall be subject to such general conditions relating to parking at the Stadium as may be stipulated by the Landlord from time to time. No additional rental shall be payable by the Tenant in respect of such parking bays. If however the Tenant wishes to secure additional parking bays, such shall be subject to the conclusion of a separate “Parking Lease” being concluded between the parties in respect of such additional bay(s). The bays shall, if it considers such to be reasonably necessary, be entitled, by way of prior written notice to the Tenant, to substitute the parking bays, or any of them, with a like number of similar parking bays elsewhere on the Property but, in such instances, shall use its reasonable endeavours to limit any inconvenience to the Tenant.

8.11.2 The Parties record that the Landlord will operate a public car park (the "Car Park ") on the Property, which Car Park may provide for a fee to be paid in respect of the use of the Car Park. The Car Park may be used by the Tenant's employees, it being agreed that access to the Car Park may be restricted on days where sporting and other events are hosted at the Property ("Event Days "). The Landlord does accordingly not guarantee access by the Tenant's employees or the availability of parking bays on Event Days.

9 PREMISES

9.1 Fitness of the Premises

9.1.1 The Premises are let to the Tenant in the condition they are on the Commencement Date (that is, in accordance with the specifications as set out in Appendix H but otherwise as


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an empty shell). The Tenant agrees that the Landlord is not bound by any representations in respect of the condition of the Premises nor any promise to decorate, alter, repair or improve the Premises either before or after Signature Date, unless the same are contained in this Lease.

9.1.2 Save for obtaining an occupation certificate in respect of, or including, the Premises (as the case may be), the Landlord does not warrant that -

9.1.2.1 the Premises are fit for any purpose; or

9.1.2.2 the Tenant will be granted a licence in respect of the Premises for the conduct of the business of the Tenant or that any such licence will be renewed.

9.1.3 The Landlord shall not be obliged to do anything in order to comply with the requirements of any licensing, fire, public health, factory or other authority; provided that the Landlord shall -

9.1.3.1 not unreasonably withhold its consent to the Tenant doing any work, repairs or alterations as may be necessary to comply with such requirements at the Tenant's own cost and expense; and

9.1.3.2 be entitled to require that such work, repairs or alterations be effected subject, mutatis mutandis, to the terms of 10.2.1 and 10.2.2.

9.2 Measurement of the Premises

9.2.1 As soon as reasonably possible after the Signature Date, but prior to the Commencement Date, the Landlord shall procure that an architect appointed by the Landlord measures the rentable area of the Premises in accordance with the standard method of measurement of floor areas for multi-tenanted buildings published by the South African Property Owners' Association at the time of measurement. The architect shall issue a certificate setting out the extent of the Premises (the "Landlord's Certificate ").

9.2.2 It is recorded that the basic monthly rental payable in terms of this Lease has been determined on the assumption that the extent of the Premises is the extent reflected in Appendices B and/or C hereto (as the case may be). To the extent that the actual extent of the Premises, as measured, is either greater or less than the indicated extent by more than 3% (three percent), the rental shall be adjusted accordingly (that is, by the same percentage as the increase or reduction, as the case may be) and the parties shall, as soon as reasonably practicable after the issue has been determined, make the appropriate financial adjustments.

9.3 Damage or Destruction

9.3.1 Should the Premises be -

9.3.1.1 destroyed or damaged to such an extent as to render them substantially or wholly untenantable, then the Landlord shall be entitled to terminate this Lease with effect from the date of such destruction or damage;

9.3.1.2 damaged, but nevertheless remain substantially tenantable, then this Lease shall not terminate but the rental payable by the Tenant in respect of the Premises shall be abated pro rata, having regard to the extent to which the Tenant is able to enjoy beneficial occupation of the Premises; provided that in such event the Landlord shall restore the Premises with reasonable expedition; or

9.3.1.3 damaged or destroyed as a result of any act or omission attributable to the Tenant, its employees or agents, this Lease shall continue to be of full force and effect and the Tenant shall repair such damage and/or re-erect or restore the Premises to the condition it was in or was deemed to be in at the Commencement Date.

9.3.2 Should any dispute arise between the Landlord and the Tenant in regard to the provisions of this 9.3, such dispute shall be referred for determination by the Architect in accordance with the provisions of 17.1.

9.3.3 The Parties agree that pending determination of -

9.3.3.1 the calculation of the pro rata reduction referred to in 9.3.1.2; or


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9.3.3.2 any dispute contemplated in 9.3.2,

the Tenant shall continue to pay the full monthly rental, Operating Costs and other charges for the Premises as if they had not been damaged and as soon as the matter has been resolved, the Landlord shall make the appropriate repayment to the Tenant (if applicable).

9.4 Relocation

9.4.1 The Landlord reserves the right to relocate the Tenant from the Premises to another comparable area within the Building which alternative can reasonably be expected to accommodate the Tenant’s requirements without any material prejudice to its business. In such an event the Landlord shall be obliged to give the Tenant not less than 3 (three) months' written notice that it requires the Tenant to relocate to a new location in the Stadium. Such written notice shall contain the following information –

9.4.1.1 a description of the new location specifying its approximate size and placement in the Stadium; and

9.4.1.2 the basic monthly rental for the purposes of and in the place of that stipulated in clause 1.7 of the Schedule.

9.4.2 All other terms and conditions of this Lease shall remain unchanged and shall continue in full force and effect as fully and as though the Premises had not been relocated.

9.4.3 The Landlord undertakes to use its reasonable endeavours to perform all work reasonably necessary to effect such relocation in a manner so as to limit the inconvenience to the Tenant. All reasonable relocation expenses shall be for the Landlord's expense.

9.4.4 Should the Tenant neglect, fail or omit to consent to relocation within 30 (thirty) days after the notice referred to in 9.4.1, the Landlord shall be entitled to terminate this Lease and the Tenant shall have no recourse or other relief against the Landlord by reason of termination of this Lease.

10 FIT-OUT AND ALTERATIONS

10.1 Installation Specifications / Allowance

10.1.1 The Parties record that the Tenant shall undertake the Tenant installation in accordance with the specifications attached hereto as Appendix H to the satisfaction of an architect appointed by the Landlord. The Tenant shall use its best endeavours to procure that the Tenant installation is completed prior to the Commencement Date so that the Premises are open for business on the Commencement Date (it being acknowledged that the ability of the Tenant to comply with this requirement will be dependent, in part, on the Landlord providing the Tenant with a beneficial occupation period sufficient to facilitate the completion of the fit-out prior to the Commencement Date.)

10.1.2 The Landlord shall grant to the Tenant the installation allowance specified in 1.11 of the Schedule (the "Installation Allowance ") to the Tenant, being a contribution by the Landlord towards the Tenant’s installation costs in respect of the Premises.

10.1.3 Payment of the Installation Allowance shall be made by the Landlord once the Tenant installation has been completed to the satisfaction of an architect appointed by the Landlord. Payment shall only be made by the Landlord after the Commencement Date and the payment by the Tenant of the first month’s rental.

10.1.4 If the Tenant vacates the Premises before the termination date of this Lease specified in 1.4 of the Schedule, the Tenant shall be required, on demand, to pay to the Landlord a portion of the Installation Allowance, which amount shall be calculated as follows -

Remainder of lease period (months) at vacation of Premises

X The Installation Allowance plus VAT

Initial Period (months)


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The aforesaid shall apply, notwithstanding the Landlord having paid any contractor directly in respect of the installations referred to herein.

10.2 Alterations by the Tenant

10.2.1 The Tenant shall not make any structural or other alteration or addition to the Premises or partitioning, or undertake any Tenant Fit-Out Works, without the prior written consent of the Landlord; provided that should the Landlord give such consent or should the Landlord effect such alterations or additions at the Tenants request -

10.2.1.1 such alteration or addition shall be effected at the Tenant's cost under the supervision and control of the Landlord or its nominee;

10.2.1.2 such alteration or addition, or any deviation from the original plans, shall be approved by the relevant local authority at the Tenant's cost and expense; and

10.2.1.3 the fees of any architect or other professional consultant employed by the Landlord for that purpose and the cost of all such alterations or additions shall be borne and paid by the Tenant.

10.2.2 The Landlord shall be entitled to approve contractors, plans and specifications, without thereby incurring any liability (contractually or otherwise) to the Tenant in respect of the alterations and additions.

10.2.3 The Tenant indemnifies the Landlord against any liability for any loss, damage or expense, including consequential damages, which the Tenant, its employees, invitees, third parties or customers may suffer or incur arising out of the alterations or additions.

10.2.4 Should the Landlord -

10.2.4.1 so require, the Tenant shall, at the termination of this Lease, remove all alterations and/or additions and restore the Premises to the condition in which they were at the commencement of this Lease; or

10.2.4.2 not require such alterations or additions to be removed, all such alterations and additions shall be the Property of the Landlord, who shall not be obliged to compensate the Tenant in respect thereof.

10.3 Alterations by the Landlord

10.3.1 The Landlord shall be entitled at all reasonable times during the term of this Lease -

10.3.1.1 to effect any repairs, alterations, improvements and/or additions to the Building; and

10.3.1.2 for any such purpose to -

10.3.1.2.1 erect, in such manner as may be reasonably necessary, scaffolding, hoardings and/or other building equipment in, at, near or in front of the Premises, and also such devices as may be required by law or which an architect appointed by the Landlord may certify to be reasonably necessary for the protection of any person against injury arising out of the building operations; and

10.3.1.2.2 have access to any portion of the Premises by itself or through its workmen or agents.

10.3.2 The Tenant shall not -

10.3.2.1 under any circumstances be entitled to cancel this Lease by reason of the carrying on of such works; and

10.3.2.2 be entitled to a deferment or remission of rental during the carrying on of such works by the Landlord.

10.4 Re-Building

10.4.1 The Landlord may terminate this Lease or any renewal thereof by giving the Tenant not less than 6 (six) months' prior written notice to such effect, should the Landlord wish to reconstruct and/or redevelop and/or renovate and/or make additions to the Building or the


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Premises, provided always that such reconstruction and/or redevelopment and/or renovation and/or additions are of a substantial and material nature.

10.4.2 The Landlord shall, however, have the right at any time to commence the reconstruction and/or redevelopment and/or renovation and/or additions of the Building other than the Premises, and these operations may proceed while the Tenant is in occupation of the Premises, provided, however, that the Landlord shall make provision for reasonable access to the Premises whilst such operations are in progress and use its reasonable endeavours to limit the inconvenience and disruption of business that will be caused by such operations.

10.4.3 Notwithstanding the above, the Tenant shall not have any -

10.4.3.1 claim for damages of whatsoever nature by reason of the early termination of this Lease as provided for in 10.4.1; or

10.4.3.2 right to object to any work contemplated in 10.4.2 or claim any remission of rental during the period in which such work may be in progress.

11 LANDLORD'S RIGHT TO INSPECT AND ADVERTISE THE PREMISES

The Landlord or its duly authorised agents shall be entitled -

11.1 to inspect the Premises at all reasonable times;

11.2 to affix to and exhibit on the windows of the Premises a "To Let" notice during the period of 6 (six) months immediately prior to the termination of this Lease;

11.3 together with prospective Tenants and/or purchasers of the Property and/or Building (or any portion thereof), to view the interior of the Premises at all reasonable times; and

11.4 together with any incoming Tenant, to exhibit on the windows of the Premises at all reasonable times any notices that may be required in connection with any application for any business license for the Premises.

12 LANDLORD'S AGENT

It is recorded that Municipal Management Services (Pty) Ltd has been appointed by the Landlord as its agent for the purposes, amongst others, of administering all of the “Retail Leases” in respect of the Stadium. The Landlord shall be entitled to appoint other or alternative agents from time to time and to terminate the mandate of any agent, in which event the Landlord must notify the Tenant thereof in writing. Unless otherwise notified by the Landlord, the Tenant must deal exclusively with the Landlord’s agent in respect of all matters pertaining to or arising out of this Lease.

13 EXCLUSION OF LIABILITY

13.1 Neither the Landlord nor any of its directors, agents, employees or servants shall be liable for -

13.1.1 personal injury to or the death of any person or the loss of or damage to any property of whatever nature in the Premises, or the Building or on the Property, howsoever arising or caused, save by reason of the wilful default or gross negligence of the Landlord or of any of the said persons or otherwise;

13.1.2 any failure or suspension of, or any interruption in, the supply of water, electricity, gas, district cooling, air-conditioning, heating, telecommunication service or any other amenity or service to the Premises or any part of the Premises (including, any cleaning service), whatever the cause may be;

13.1.3 any breakdown of, or interruption in the operation of, any machinery, plant, equipment, installation, or system situated in or on, or serving the Premises or any part of the Premises, including any lift, escalator, geyser, boiler, burglar alarm, or security installation or system, whatever the cause may be;

13.1.4 any interruption of, or interference with, the enjoyment or beneficial occupation of the Premises or Property or any part thereof caused by any building operations or other works to the Building or elsewhere on or about the Property, whether by the Landlord or by anybody else; or


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13.1.5 any loss which the Tenant may suffer as a result of the business activities of any other occupants of the Property.

13.2 For the purposes of 13.1.1, "personal injury to or death of any person or of loss of or damage to any Property" shall include loss of profits, consequential damages or any damage to stock in trade, equipment, machines, raw materials, papers or other articles kept in the Premises or on the Property (whether the Property of the Tenant or that of anyone else) by rain, hail, lightning or fire or by reason of riots, strikes, state's enemies or as a result of theft or burglary, with or without forceful entry, or through any cause whatsoever.

13.3 The Tenant hereby indemnifies the Landlord and its directors, agents, employees and servants against any claim of whatever nature which may be made against any of them arising out of any of the aforegoing occurrences.

14 BREACH

14.1 Should the Landlord breach any of its obligations under this Agreement and fail to remedy such breach within a period of 14 (fourteen) days (or such longer period as may be necessary to facilitate the remedying of the breach by diligent application thereto), the Tenant shall be entitled, without prejudice to any of its other rights under this Agreement, to claim specific performance, if such an appropriate remedy in the circumstances, or to cancel this Agreement by way of written notice to the Landlord and, in either event, to claim such damages as it may thereby have suffered.

14.2 Should the Tenant –

14.2.1 fail to pay any rent or other amount due by it to the Landlord in terms of this Lease on the due date therefor; or

14.2.2 commit any breach of the terms and conditions of this Lease which is incapable of being remedied and which goes to the root of the agreement; or

14.2.3 commit any breach of the terms of this Lease other than a breach referred to in 14.2.1 or 14.2.2 and fails to remedy such breach within 7 (seven) days (or such longer period as may be reasonably required should such breach not be capable of being remedied within 7 (seven) days) after written notice requiring that it be remedied; or

14.2.4 so consistently breaches the terms of this Lease (whether by non-payment of rent or any other amount due to the Landlord on the due date therefore or by non-compliance with its terms) as to justify the Landlord in holding that the Tenant's conduct is inconsistent with an intention or an ability to carry out these terms; or

14.2.5 breach its obligations with regard to the delivery or maintenance of service of the required standard as contemplated in clause 8.1.7 above, within 180 days of receipt of a written notice from the Landlord specifying those service levels of the Tenant which fall short of the required standard and calling upon it to bring its service levels up to the required standard; or

14.2.6 being a natural person dies during the currency of the Lease; or

14.2.7 being a natural person, partnership or trust, commit an act of insolvency within the meaning of section 8 of the Insolvency Act, No. 24 of 1936, as amended, or its successor in title; or

14.2.8 being a company or close corporation, is or is deemed in accordance with applicable legislation, to be unable to pay its debts; or

14.2.9 breach any of the provisions of clause 8.10 above; or

14.2.10 be a partnership, and admits any new partners or in any way changes the partners of the partnership, unless the new partner/s has first bound himself jointly and severally with the other partners as a tenant unto the Landlord; (and with application, mutatis mutandis, to an incorporated company with unlimited liability),

then and in any of such events, the Landlord shall have the right but not be obliged, without prejudice to and in addition to any other rights which it may have at law and in its sole discretion to the remedies set out in 14.3 below.


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14.3 Under the circumstances described in 14.2 above, the Landlord shall be entitled to -

14.3.1 cancel this Lease, claim damages and retake possession of the Premises without prejudice to any of its other rights under this Lease or at law. In so doing, the Landlord shall be entitled to remove from the Premises any goods situate therein, in which event, the Tenant shall have no claim whatsoever either for damages or otherwise against the Landlord. Any goods so removed from the Premises, shall be stored at the cost and risk of the Tenant; and/or

14.3.2 convert this Lease into one which the Landlord (but not the Tenant who shall continue to be bound for the full period of the Lease) shall be entitled to terminate by giving 1 (one) month’s written notice to the Tenant, the remaining terms and conditions being otherwise unaffected, without prejudice to the Landlord’s claim for arrear rent and/or damages which it may have suffered by reason of the Tenant’s breach or of the premature cancellation; and/or

14.3.3 claim specific performance and damages.

14.4 In the event of the Landlord cancelling this lease and the Tenant disputing its right to cancel and remaining in occupation of the Premises, the Tenant shall, pending the determination of such dispute, continue to pay to the Landlord an amount equivalent to the monthly rental and or other sums payable hereunder on the date or dates upon which such sum would have been due but for the cancellation, and the Landlord shall be entitled to accept and recover such payments. The acceptance thereof shall be without prejudice to and shall not in any way whatsoever affect the Landlord’s cancellation then in dispute. Should the dispute be determined in favour of the Landlord, the payments made and received in terms of this clause shall be deemed to be amounts paid by the Tenant on account of damages suffered by the Landlord by reason of the cancellation of the lease and/or the unlawful holding over by the Tenant.

14.5 In the event of the Landlord instructing its attorneys to take legal action or other measures for the enforcement of any of the Landlord's rights under this Lease, the Tenant shall pay to the Landlord such legal fees and collection charges on an attorney-and-own-client scale (alternatively the highest permissible scale of legal fees) together with collection commission, counsel’s fees, auditor’s fees, forensic auditor’s fees, valuator’s fees, architect’s fees, quantity surveyor’s fees, other consultants, professional or expert’s fees and all other reasonable costs incurred by the Landlord in having to take such legal steps as shall be lawfully charged by such persons to the Landlord, on demand made therefor by the Landlord.

14.6 Any payments made by the Tenant after legal action has been instituted, shall be appropriated first towards such legal costs as contemplated in 14.5 above.

15 RESOLUTION OF DISPUTES

15.1 Any dispute which the parties are unable to resolve by negotiation between them (and following reference of the dispute to the Chief Executive Officer or his designate of each of the parties), shall, at the instance of either party, be submitted to and decided by arbitration if it concerns:

15.1.1 any matter arising out of; or

15.1.2 the interpretation of; or

15.1.3 the termination of; or

15.1.4 any matter arising out of the termination of:

this Agreement.

15.2 The arbitration referred to in clause 15.1 above shall be held:

15.2.1 at Durban;

15.2.2 in English and in accordance with the provisions of the Arbitration Act then in force in South Africa;

15.2.3 as soon as is reasonably practicable in the circumstances and with a view to it being completed expeditiously.


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15.3 The arbitrator shall be a person agreed between the parties and, failing agreement, a person nominated for such purpose by the President (or failing him, the Secretary) for the time being of the KwaZulu-Natal Law Society (or, if applicable, the successor to the KwaZulu-Natal Law Society), subject to the following provisions –

15.3.1 if the question in issue is primarily a financial one, the arbitrator shall be an independent accountant of not less than 10 (TEN) years standing as such;

15.3.2 if the question in issue is primarily a legal matter or is not a matter which falls within the category contemplated in clause 15.3.1 above, the arbitrator shall be a practising Senior Counsel at the KwaZulu-Natal Bar.

15.4 The arbitrator shall determine, inter alia, which party shall pay the costs of and incidental to the arbitration or, if each is to contribute, the ratio of their respective contributions.

15.5 The parties irrevocably agree that the decision of the arbitrator shall, in the absence of manifest error :

15.5.1 be binding on them;

15.5.2 be carried into effect;

15.5.3 be capable of being made an Order of any Court of competent jurisdiction.

15.6 Notwithstanding the above, either party shall be entitled to apply to the High Court for an interdict or a mandamus where such is appropriate in the circumstances.

16 NOTICES AND DOMICILIA

16.1 Each Party chooses as its domicilium citandi et executandi its address set out in this 16 for all purposes arising out of or in connection with this Lease at which address all the processes and notices arising out of or in connection with this Lease, its breach or termination may validly be served upon or delivered to the Party.

16.2 For the purpose of the Lease, the Parties' respective addresses shall be –

16.2.1 as regards the Landlord at the domicilium address and facsimile number specified in 1.1.1 of the Schedule; and

16.2.2 as regards the Tenant at the domicilium address and facsimile number specified in 1.1.2 of the Schedule,

or at such other address in the RSA, not being a post office box or poste restante, of which the party concerned may notify the others in writing.

16.3 Any notice given in terms of the Lease shall be in writing and shall –

16.3.1 if delivered by hand be deemed to have been duly received by the addressee on the date of delivery; and

16.3.2 if delivered by recognised courier service be deemed to have been received by the addressee on the first Business Day following the date of such delivery by the courier service concerned.

16.4 Notwithstanding anything to the contrary contained in this 16, a written notice or other communication actually received by a Party shall be adequate written notice or communication to it notwithstanding that the notice was not sent or delivered to its chosen address.

17 MISCELLANEOUS

17.1 Determination by Architect

When in terms of the Lease any matters are referred to the Architect for determination –

17.1.1 such Architect shall be appointed mutatis mutandis on the basis provided in 1.1.1;

17.1.2 the reference shall be to the Architect acting as an expert and not as an arbitrator or quasi arbitrator; with the view that the matter for determination be dealt with as expeditiously as possible;


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17.1.3 each Party shall be entitled to submit written representations in respect of all relevant factors to the Architect for consideration within 10 (ten) Business Days of notice of a determination being given;

17.1.4 the Parties shall use their best endeavours to procure that the Architect's determination of the matter concerned is made within a period of 20 (twenty) Business Days from the expiry of the date within which the Parties are to submit written submissions to the Architect in terms of 17.1.3;

17.1.5 the Architect's determination shall be final and binding on the Parties to the dispute and carried into effect by the Parties. The Architect shall be obliged to give reasons, whether written or verbal, in respect of any determination; and

17.1.6 the cost of the Architect in making their determination shall be for the account of the Parties to the dispute in equal shares.

17.2 Signature by Landlord

This Lease shall only take effect and become binding upon the Landlord when signed by the Landlord, failing which the Tenant may not claim existence of a lease from negotiations having been conducted or concluded in regard thereto or by reason of this Lease having been drafted or signed by the Tenant. The execution by the Tenant of this document shall amount to an offer by the Tenant to enter into this Lease upon the terms and conditions set forth herein, which offer shall remain open for acceptance until signed by the Landlord. This offer shall not be affected in any way by subsequent negotiations which may be entered into by and between the Landlord and/or its agents with the Tenant, whether such negotiations amount to a counter-offer or not. If the Tenant takes occupation of the Premises before this Lease has been executed, the Landlord shall be entitled to require the Tenant to vacate the Premises by giving the Tenant 7 (seven) days written notice to that effect.

17.3 Auditors' certificate

A certificate signed by the Landlord's auditors as to the existence of any amount of indebtedness of the Tenant to the Landlord at any time, as to the fact that such amount is due and payable, the amount of interest accrued thereon and as to any other fact, matter or thing relating to the indebtedness of the Tenant to the Landlord, shall be prima facie proof of the contents and correctness thereof.

17.4 Enforcement by Landlord

17.4.1 Should the Tenant fail to carry out any of its obligations under this Lease then, without prejudice to any of the Landlord's rights, the Landlord shall be entitled at its discretion to enforce or to carry out the same on behalf of the Tenant, both during and after the termination of this Lease, and to recover from the Tenant the cost and expense thereof.

17.4.2 The Tenant shall have no claim against the Landlord or any defence to any claim by the Landlord arising out of any act or omission on the part of the Landlord connected with, effecting or attempting such compliance or, even if the Landlord has undertaken to effect such compliance, the Landlord failing to do so properly or at all.


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17.5 Credit Bureau Information

The Tenant hereby grants to the Landlord, for the duration of this Lease, the right to procure, at its own cost, report(s) concerning the Tenant’s credit information from any credit bureau(s).

17.6 Company or Close Corporation to be formed

17.6.1 If the person who signs this Lease for the Tenant does so acting as a trustee or agent for a company or close corporation to be formed (the "Trustee ") then the provisions of this 17.6 shall apply.

17.6.2 Such company or close corporation shall be incorporated by not later than 30 (thirty) days after the Signature Date.

17.6.3 Subject to 17.6.2, if a company is formed for the purpose of ratifying or adopting this Lease, then the Landlord shall not be bound by such ratification or adoption unless -

17.6.3.1 the company's memorandum on the date of the company's incorporation contains as one of its objects the ratification or adoption of this Lease;

17.6.3.2 the company in fact ratifies or adopts this Lease within 7 (seven) days after its incorporation; and

17.6.3.3 the Trustee delivers to the Landlord within 7 (seven) days of the ratification by the company of this Lease, a copy of the company's memorandum, articles of association and the company's resolution evidencing the ratification or adoption, all duly certified as true copies by a director.

17.6.4 If a close corporation is formed for the purpose of ratifying or adopting this Lease, then the Landlord shall not be bound by such ratification or adoption unless -

17.6.4.1 all the members of the corporation have given their written consent to such ratification or adoption within 7 (seven) days after the incorporation of such close corporation; and

17.6.4.2 the Trustee delivers, within 7 (seven) days after the ratification by the corporation of this Lease, to the Landlord a copy of the close corporation's founding statement together with a copy of the written consent of all its members to the ratification or adoption of this Lease, both duly certified as true copies by an authorised member of the corporation.

17.6.5 If neither the company nor the close corporation is incorporated, or once it is incorporated fails to ratify or adopt this Lease in the manner envisaged in 17.6.3 and 17.6.4, then the Trustee shall be personally bound by and liable for all the obligations and entitled to all the rights in terms of this Lease.

17.6.6 Until such time as the company or close corporation becomes the Tenant in terms hereof, the Landlord shall be entitled to regard the Trustee as the Tenant and shall be entitled to exercise all or any of the Landlord's rights against the Trustee personally.

17.6.7 If the company or close corporation is formed, incorporated or registered, obtains a certificate to commence business and ratifies and adopts this agreement within the time periods referred to in 17.6.3 and 17.6.4, the Trustee by his signature hereto binds himself in favour of the Landlord as surety and co-principal debtor with the company or the close corporation, as the case may be, under the renunciation of the benefits of excussion and division for the due and punctual performance by the company or the close corporation of all its obligations arising out of This Lease or any cancellation thereof.

17.7 Liabilities of Partners

If the Tenant is a partnership then by their signature of this Lease, the individual partners of the Tenant bind themselves, both as a partnership and jointly and severally as individuals, for the Tenant's obligations to the Landlord under and arising out of this Lease. Similarly, joint Tenants shall be jointly and severally liable for their obligations as Tenants under or arising from this Lease.


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17.8 Cession of Lease by Landlord

The Landlord shall have the right at any time to cede, transfer and assign any or all of its rights and obligations in terms of this Lease to any company, close corporation or other person, juristic or otherwise, and the Tenant, upon being notified of such cession shall be bound to recognise the cessionary as the Landlord under this Lease.

17.9 Warranty of Authority

Each Party warrants to the other Party that it has power, authority and legal right to sign and perform the Lease and that this Lease has been duly authorised by all necessary actions of its directors and constitutes valid and binding obligations on it in accordance with the terms of this Lease.

17.10 Value-Added Tax

The Tenant acknowledges and agrees that -

17.10.1 it shall be liable to pay VAT on the rent and other amounts payable in terms of this Lease together with payment of such amounts payable to the Landlord; and

17.10.2 if this Lease is entered into prior to the imposition of any increase in the rate of VAT by the relevant authority, all amounts payable in terms of this Lease shall be subject to variation in accordance with the provisions of section 67 of the VAT Act, it being recorded and agreed that the Landlord shall receive the same rent, Operating Costs and any other amounts payable in terms of this Lease, after payment of VAT, regardless of the rate at which VAT is payable.

17.11 Confidentiality

17.11.1 Confidentiality of Transaction

17.11.1.1 Subject to 17.11.1.2, a Party shall not, without the consent of the other Party, issue or make any public announcement or statement or release or make available any information regarding this Lease or its implementation. Once the other Party has approved any such announcement or statement or release of information, the approving Party shall automatically be entitled to issue or make the same announcement or statement or release the information in question in the same approved format.

17.11.1.2 The provisions of 17.11.1.1 shall not apply to a public announcement or release of information which any Party is required to make in order to comply with a statutory obligation or the requirements of a competent governmental authority or a recognised stock exchange or if such Party or one of its subsidiaries wishes to disclose any such information in its annual financial statements, in which event a copy of the announcement or statement shall, prior to publication or release, be furnished to the other Party for its approval which approval shall not unreasonably be withheld.

17.11.2 Confidentiality in respect of information

17.11.2.1 All intellectual property, technical, financial, marketing, personnel and similar information disclosed to either of the Parties either pursuant to this Lease or any related agreement or in connection with the Party’s ongoing business operations, shall be deemed to be confidential unless specifically designated as being non-confidential information.

17.11.2.2 Subject to applicable law, for a period of 1 (one) year from the date of any disclosure, the receiving Party covenants and agrees itself and on behalf of its directors, officers, employees and agents to use care and discretion to avoid disclosure, publication or dissemination of such confidentially information of the other Party by its employees with similar information of its own which it does not desire to publish, disclose or disseminate, provided that the above obligations will not apply to any such information if it -

17.11.2.2.1 is already known to the recipient without obligation of confidence;

17.11.2.2.2 is independently developed by the recipient;


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17.11.2.2.3 is or becomes publicly available without breach of this Lease or any related agreement;

17.11.2.2.4 is rightfully received from a third party;

17.11.2.2.5 is released for disclosure by the disclosing party with its written consent; or

17.11.2.2.6 is required to be disclosed in a response to a valid order of court or other governmental agency or if disclosure is otherwise required by law.

17.12 Independent Advice

Each of the Parties acknowledges that it has been free to secure independent legal advice as to the nature and effect of all of the provisions of this Lease and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each of the Parties acknowledges that all of the provisions of this Lease and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the Parties in connection with this Lease.

17.13 Implementation and Good Faith

17.13.1 The Parties undertake to do all such things, perform all such acts and take all steps to procure the doing of all such things and the performance of all such acts, as may be necessary or incidental to give or be conducive to the giving of effect to the terms, conditions and import of this Lease.

17.13.2 The Parties shall at all times during the continuance of this Lease observe the principles of good faith towards one another in the performance of their obligations in terms of this Lease. This implies, without limiting the generality of the aforegoing, that they will -

17.13.2.1 at all times during the term of this Lease act reasonably, honestly and in good faith;

17.13.2.2 perform their obligations arising from this Lease diligently and with reasonable care; and

17.13.2.3 make full disclosure to each other of any matter that may affect the execution of this Lease.

17.14 Further Assurances

The Parties agree to perform any further acts and to execute and deliver any further documents which may be necessary or appropriate to carry out the purposes and the implementation of this Lease.

17.15 Whole Agreement

This Lease constitutes the whole agreement between the Parties as to the subject matter hereof and no agreement, representations or warranties between the Parties other than those set out herein are binding on the Parties.

17.16 Variation

No addition to or variation, consensual cancellation or novation of this Lease (including a variation of cancellation of this clause) and no waiver of any right arising from this Lease or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the Parties or their duly authorised representatives.

17.17 Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by the Landlord to the Tenant in respect of the performance of any obligation hereunder or enforcement of any right arising from this Lease and no single or partial exercise of any right by the Landlord shall under any circumstances be construed to be an implied consent by the Landlord or operate as a waiver or a novation of, or otherwise affect any of the Landlord's rights in terms of or arising from this Lease or estop the Landlord from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.


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17.18 Costs

17.18.1 Save as otherwise expressly stated, each Party is responsible for its own costs incurred in the negotiation, drafting and settlement of this Lease.

17.18.2 All costs, including attorney and own client costs, incurred by one Party arising out of the breach of any provisions of this Lease by the other Party, shall be borne by the Party in breach.

18 SPECIAL PROVISIONS IN CONTEMPLATION OF FUTURE INTERNATIONAL EV ENTS

It is anticipated that the Stadium may be used for future major international events such as World Cup events, the Commonwealth Games, the Africa Games, the Olympic Games and the like. The parties acknowledge that such major international events may involve the exclusive use and occupation of the Stadium being given to a national or an international body with the result that the entire Stadium has to be vacated and made available to the said body. Should any such circumstance arise, the Landlord shall be entitled, by giving the Tenant at least 60 (sixty) days prior written notice thereof, to suspend the operation of this Lease for such period as may be reasonably required in order to cater for the international event. In the event of such notice being given –

18.1 this Lease Agreement shall be suspended for the stipulated period and the then current year of the Lease shall be extended by the period of the extension and, similarly, the expiry date of the then current period of the Lease shall be extended by the period of the suspension;

18.2 no rental shall be payable in respect of the period of the suspension, the intention being that the rental obligations will continue as normal once the period of suspension ends;

18.3 the Tenant shall have no claim against the Landlord in consequence of its rights of use and occupation being suspended in accordance with the provisions of this clause.


APPENDIX B

FLOOR PLAN


APPENDIX B

FLOOR PLAN

REFER ATTACHED RETAIL PLAN


APPENDIX C

PROPERTY SKETCH PLAN


APPENDIX C

PROPERTY SKETCH PLAN

(to be attached)


APPENDIX D

LANDLORD'S RESOLUTION


APPENDIX D

LANDLORD'S RESOLUTION

EXTRACT FROM THE MINUTES OF A MEETING OF THE COUNCIL OF THE ET HEKWINI MUNICIPALITY HELD AT DURBAN ON THE DAY OF 20

IT WAS RESOLVED THAT :

1. The MUNICIPALITY enters into a “Retail Lease Agreement” with [●], Registration No. [●] on the material terms and conditions tabled at the meeting.

2. [●] be and is hereby authorised to do all such things and sign all such documents as may be reasonably required in order to finalise negotiations and conclude the abovementioned Agreement.

_______________________________

Certified a True Copy

Date


APPENDIX E

TENANT'S RESOLUTION


1

APPENDIX E

TENANT’S RESOLUTION

EXTRACT FROM THE MINUTES OF A MEETING OF THE BOARD OF DIRECTORS OF [●] (REGISTRATION NUMBER [●]) (the "Company/Corporation") PASSED AT [ ●]ON [●]

RESOLVED THAT -

1 the Company enters into a lease agreement with ETHEKWINI METROPOLITAN MUNICIPALITY (the "Landlord ") in terms of which the Landlord lets and the Company hires [●] on the terms and conditions contained in the lease tabled at the meeting.

2 [●] (ID NUMBER: [ ●]) be and is hereby authorised to do all such things and sign all such documents to give effect to the transaction referred to in 1.

___________________________

Certified a true copy

Date

Shareholders


1

APPENDIX F

SURETYSHIP


2

APPENDIX F

SURETYSHIP

5 We, the undersigned, [●] (Identity Number/Registration Number [●]), and [●] (Identity Number/ Registration Number [●]) of [●], do each hereby bind ourselves, jointly and severally to the eThekwini Metropolitan Municipality (the "Creditor "), their successors-in-title and assigns, as sureties for and co-principal debtors in solidum with [●] (Identity Number/Registration Number [●]) (the "Principal Debtor ") for the due and punctual payment and performance by the Principal Debtor of all debts and obligations of whatever nature and howsoever arising which the Principal Debtor may now or in the future owe to the Creditor arising directly or indirectly out of and/or pursuant to -

5.1 the lease agreement (the "Lease Agreement ") concluded between the Creditor and the Principal Debtor, during [●], to which this suretyship is Appendix F or any temporary leases contemplated in clause 6.4 of Appendix A to the Lease Agreement or any renewal or cancellation of the Lease Agreement; and/or

5.2 any breach by the Principal Debtor of any of the provisions of the Lease Agreement; and/or

5.3 any breach of any warranty given by the Principal Debtor to the Creditor in terms of the Lease Agreement,

(all of which debts and obligations are referred to as "the Obligations ").

6 As part of our liability in terms hereof, we bind ourselves as aforesaid to pay the amount of all costs, charges and expenses of whatever nature including, but without derogating from the generality of the aforegoing, tracing costs, collection commission and legal costs as between attorney and own client incurred by the Creditor in securing or endeavouring to secure fulfilment of the Obligations as well as our Obligations hereunder.

7 The rights of the Creditor under this suretyship shall in no way be affected or diminished if the Creditor at any time obtains additional suretyships, guarantees, securities or indemnities in connection with the Obligations of the Principal Debtor.

8 Notwithstanding that this suretyship may -

8.1 for any reason whatever be held to be or become not binding in whole or in part upon any one or more of us; and

8.2 not be signed by any one or more of us,

it shall be and remain of full force and effect and binding upon the others of us.

9 This suretyship shall remain in full force and effect notwithstanding -

9.1 any fluctuation in or temporary extinction for any period whatever of the Obligations; or

9.2 the death or sequestration of any one or more of us or any one or more of us suffering legal disability;

9.3 any alteration to or amendment of the Lease Agreement,

until such time as the Obligations have been discharged in full.


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10 We shall be bound by all admissions and acknowledgements of indebtedness made or given at any time by the Principal Debtor to the Creditor now or in the future in regard to any of the Obligations.

11 No alteration, variation or novation of any present or future agreement between the Principal Debtor and the Creditor shall in any way release us from our liability hereunder.

12 The Creditor shall be entitled, whether before or after the due dates for payment or performance of the Obligations, without reference or notification to us, without affecting its rights hereunder and without releasing any surety hereunder, to -

12.1 release any other sureties and securities;

12.2 grant the Principal Debtor extensions of time for payment; and/or

12.3 compound or to make any other arrangements with the Principal Debtor for the discharge of the Principal Debtor's indebtedness.

13 The Creditor shall further be entitled, without reference or notification to us, to release any one or more of us from our Obligations hereunder in whole or in part, without affecting the rights of the Creditor against the others of us and without reducing the liability of the others of us in terms hereof.

14 Should the Principal Debtor be wound-up, placed in liquidation or under judicial management, or submit an offer of compromise or of composition, or a scheme of arrangement in terms of any company or insolvency law, or in terms of the common law the Creditor shall be entitled to accept any -

14.1 dividend in such event on account and in reduction of the Principal Debtor's indebtedness; and/or

14.2 other securities, guarantees or suretyships arising out of any such event.

15 No provision of any clause, nor any action taken by the Creditor, shall affect or diminish our liability in terms hereof, save to the extent of actual payment to the Creditor applied in reduction of the indebtedness of the Principal Debtor.

16 We hereby warrant to the Creditor that we have a material interest in binding ourselves in terms of this deed which is entered into for our benefit.

17 Should the Principal Debtor fail to discharge any of the Obligations on due date, the Creditor shall be entitled notwithstanding any contrary arrangement with the Principal Debtor, to demand from us immediate performance of all the Obligations then due and owing by the Principal Debtor to the Creditor.

18 We hereby renounce the benefits of the legal exceptions "non causa debiti", "errore calculi", "excussion", "division", "de duobus vel pluribus reis debendi", "no value received", "cession of action" and "revision of accounts", with the meaning and effect of all of which we declare ourselves to be fully acquainted.

19 We hereby agree and consent that the Creditor shall, at its option, be entitled to institute any legal proceedings which may arise out of or in connection with this deed of suretyship, at the election of the Creditor, in -

19.1 any magistrate’s court having jurisdiction, notwithstanding the fact that the claim or value of the matter in dispute might exceed the jurisdiction of such magistrate's court; or


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19.2 the KwaZulu-Natal High Court, Durban to which jurisdiction we hereby consent.

20 We hereby choose domicilium citandi et executandi at the address set out in 1 above at which address all notices and communications may be addressed to us and all notices addressed to us at the said address and dispatched by prepaid registered post shall be deemed to have reached us 7 (seven) days after the date of posting.

21 A certificate under the hand of the auditors of the Creditor as to the existence and amount of the indebtedness of the Principal Debtor and of ourselves to the Creditor at any time, as to the fact that such amount is due and payable, the amount of interest accrued due thereon and the rate of interest applicable thereto and as to any other fact, matter or thing relating to the indebtedness of the Principal Debtor and of ourselves to the Creditor shall be prima facie proof of the contents and correctness thereof and the amount of our indebtedness hereunder for the purpose of provisional sentence or summary judgment or any other proceedings against us in any competent court, and shall be valid as a liquid document for those purposes. It shall not be necessary to prove the appointment of the person signing any such certificate.

22 Each provision in this suretyship is severable the one from the other and if any provision is found by any competent court to be defective or unenforceable for any reason whatever, the remaining provisions shall be of full force and effect and continue to be of full force and effect.

23 In this suretyship, unless the context clearly indicates a contrary intention, an expression which denotes the singular includes the plural and vice versa.

24 In the event that provision is made for the signature hereof by more than one surety, the liability of the signatories in terms hereof shall in no way be effected, diminished or extinguished if any surety or sureties fail to sign this suretyship.

25 We acknowledge and confirm that this deed of suretyship was duly completed in all respects before it was executed by us.

Signed at _____________________________ on ___________________________ . Witnesses ________________________ ________________________ ______________________________ (Surety )


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Signed at _____________________________ on ___________________________ . Witnesses ________________________ ________________________ ______________________________ (Surety)


1

APPENDIX G

TURNOVER RENTAL SCHEDULE


2

APPENDIX G

TURNOVER RENTAL SCHEDULE

1 DEFINITIONS

For the purpose of this Appendix the definitions contained in the Lease to which this document is attached as Appendix G , shall have the same meanings herein and the following words and expressions shall have the meanings set opposite them below -

1.1 "Group " - the companies which from time to time being are the Tenant's holding and subsidiary companies and companies which are subsidiary companies of the Tenant's holding companies;

1.2 "Turnover " - the selling price of goods sold by the Tenant and the Group in the Premises, whether sold for cash, credit, on hire purchase or on other terms, minus –

1.2.1 discounts and credits: any discounts and credits allowed in respect of goods traded in and goods repossessed for any reason;

1.2.2 bad debts: any amounts reasonably written off during any Year as bad debts; provided that any bad debts which have been written off and are subsequently recovered shall be added to the Turnover in the Year during which they are recovered; and

1.2.3 interest and finance: interest, finance and any other charges and any tax or imposition levied in connection with the sale of goods from the Premises; and

1.2.4 the VAT portion of such Turnover.

1.3 "Year" – each of the 12 (twelve) month periods corresponding with a year of this Lease, the first such Year being the period commencing on the Commencement Date with the second Year commencing on the first anniversary of the Commencement Date, and so on.

2 ANNUAL TURNOVER RENTAL

The annual turnover rental payable by the Tenant to the Landlord for the Initial Period shall be the amount by which the percentage of the Turnover for the relevant Year, as specified in 1.8 of the Schedule, exceeds the aggregate basic rental referred to in 1.7 of the Schedule for the same Year.

3 STATEMENT OF TURNOVER

Within 3 (three) months after the end of each succeeding Year, the Tenant shall furnish a statement to the Landlord setting out the Turnover during that Year and the aggregate basic rental referred to in 1.7 of the Schedule for the same Year. The following provisions shall apply to each such statement -

3.1 auditors’ certificate - it shall be certified as correct by the Tenant's auditors for the time being;

3.2 reference to auditors - if the Landlord disputes the information contained in any such statement, then it shall be referred for determination to the respective auditors for the time being of the Landlord and the Tenant and if such auditors agree, their decision shall be final and binding upon the Parties save for patent errors or errors of omission. Each of the auditors shall make its working papers available for inspection and consideration by the other auditor and the Landlord or the Tenant (as the case may be);

3.3 reference to umpire - if such auditors do not agree, they shall appoint a third practising auditor who shall be agreed upon between them and, failing agreement, shall be appointed by the chairman, and failing him the secretary, for the time being of the South African Institute of Chartered Accountants (Eastern Region), whose decision shall be final and binding upon the Parties, subject to patent errors or errors of omission. The third auditor shall make its working papers available for inspection and consideration by the Landlord or the Tenant and their respective auditors;

3.4 correction of patent errors - if either the Landlord or the Tenant allege that the inspection of the working papers in terms of 3.2 or 3.3 has disclosed a patent error or an error of omission, and the Parties are unable to agree within a reasonable time upon the steps to be taken to rectify such alleged error, then a dispute shall be deemed to have arisen in regard to such alleged error, which shall be referred to an independent auditor to be appointed by the Parties and failing agreement, to be appointed by the chairman, and failing him the secretary, for the time being of the South African Institute of Chartered Accountants, mutatis mutandis as set out in 3.3; and


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3.5 costs - each of the parties shall bear the charges of the auditors appointed by it and they shall share equally the charges of any auditor referred to in 3.3 and 3.4.

4 NOTIFICATION OF MONTHLY TURNOVER AND TRANSACTIONS

Notwithstanding anything to the contrary contained or implied herein, the Tenant shall be obliged to notify the Landlord in a manner as requested by the Landlord, of its monthly Turnover and the number of transactions completed by the Tenant on the Premises, by no later than the 7th (seventh) day of each calendar month in respect of its Turnover in the previous calendar month.

5 PAYMENT OF TURNOVER RENTAL

The Tenant shall, within a period of 7 (seven) days after having furnished the statement referred to in 3 to the Landlord, pay, if applicable, to the Landlord the annual Turnover rental referred to in 2.

6 ADJUSTMENT OF ADDITIONAL MONIES

Any adjustment to be made to the amount paid by the Tenant in terms of 3 as a result of any dispute referred to in 3.2, 3.3 and/or 3.4 shall be paid in cash 7 (seven) days after the dispute has been resolved.

7 BROKEN PERIOD ON TERMINATION

If this Lease terminates for any reason before the end of any Year, then the aggregate basic rental referred to in 1.7 of the Schedule for the same Year shall be calculated for the period between the end of the previous Year and the date of termination. The Turnover rental for that period shall be the amount by which the percentage of the Turnover for the relevant Year as specified in 1.8 of the Schedule (for the period concerned), exceeds the aggregate basic rental referred to in 1.7 of the Schedule for the same Year (for the period concerned). Within 3 (three) months of the date of termination of the Lease, the statement referred to in 3 shall be delivered to the Landlord and the provisions of 3.2, 3.3 and 3.4 shall apply, mutatis mutandis.

8 INSPECTION

In order to satisfy itself as to the Turnover, the Landlord’s auditors shall be entitled, at the Landlord’s cost, at all reasonable times to inspect the Tenant’s and the Group’s books and records relating to the business conducted by them in the Premises.

9 CONFIDENTIAL INFORMATION

No information which may come to the knowledge of the Landlord or its auditors for the time being as a result of the provisions of this Appendix shall be divulged by them to any person without the prior written consent of the Tenant. The Landlord undertakes to procure and deliver to the Tenant a written undertaking from its auditors for the time being in favour of the Tenant to be bound by the provisions of this 9. Such undertaking shall be delivered by the Landlord's auditors to the Tenant before delivery by the Tenant of its first statement of turnover in terms of 3.

10 MINIMUM TURNOVER

10.1 The Tenant warrants that the annual turnover of the Tenant shall not be less than -

10.1.1 the amount specified in 1.9.1 of the Schedule, during the first Year; and

10.1.2 an amount equal to the amount specified in 1.9.1 of the Schedule, escalated at the rate specified in 1.9.2 of the Schedule per annum compounded, in respect of each subsequent Year.

10.2 The Landlord reserves the right to cancel this Lease by written notice to that effect to the Tenant in the event of the actual annual Turnover being less than the warranted minimum turnover set forth in 10.1.


1

APPENDIX H

SPECIFICATIONS


2

APPENDIX H

SPECIFICATIONS

(to be attached)



E4.2 SCHEDULE OF FINISHES AND ALLOWANCES

MOSES MABHIDA STADIUM, DURBAN

SHOP 01

SCHEDULE OF FINISHES AND ALLOWANCES

REV 02

1

SCHEDULE OF FINISHES AND ALLOWANCES 1. FLOOR

Power floated concrete floors. An allowance of R250/m² (Two Hundred and Fifty Rand per Square Meter) of gross rentable area will be provided for screeds & floor finishes.

2. SKIRTING

No skirting will be provided.

3. WALLS

Un-plastered fair face block walls. An allowance of R130/m² (One Hundred and Thirty Rand per Square Meter) of wall area (measuring 489m² in extent) will be provided for one coat plaster and one coat paint.

4. CEILINGS

Exposed concrete soffit. An allowance of R260/m² (Two Hundred and Twenty Rand per Square Meter) of gross rentable area will be provided for ceilings.

5. SHOPFRONT

Full-height powder coated aluminium shopfront with double door or folding stacking doors as indicated on plan.

6. PLUMBING

Waste connections are provided at the rear of the tenancy. A single 32mm water supply is provided to the tenancy.

7. GEYSERS

1 No. 450L geyser will be provided by the landlord.

8. SIGNAGE

Statutory signage within each shop is the responsibility of the tenant. Corporate signage provided by tenants is subject to approval by the landlord and principal architect.

9. ILLUMINATED SIGNAGE

An allowance of R480 (Four Hundred and Eighty Rand) will be provided for the installation of a single phase isolator, to be fed from the shop’s DB, for illuminated shopfront signage.

10. ELECTRICAL SUPPLY AND DISTRIBUTION BOARD 1 No. Standard three phase DB of up to 100A will be provided by the landlord. The tenant will be required to obtain a certificate of compliance for all electrical installations undertaken as part of the tenant fit out.

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11. METERING

Separate kWh meters will be provided for each shop. Reading of individual meters will be performed by the landlord with each tenant being billed separately.

12. LIGHTING

An allowance of R180/m² (One Hundred and Eighty Rand per Square Meter) of gross rentable area will be provided for light fittings. Light fittings to be installed by the tenant.

13. PLUG POINTS

An allowance R55/m² (Fifty Five Rand per Square Meter) will be provided for 15 Amp single phase switched socket outlets. Socket outlets to be installed by the tenant.

14. TELEPHONE POINTS

1 No. Telephone outlet will be provided per shop, with empty conduit to the main Telkom distribution board for the centre. The tenant will be responsible for their own applications to Telkom for the shop’s telephone service.

15. REAR DOOR

Where indicated on plan, the rear door of each shop will be a hardwood timber, framed, ledged and braced batten door in a standard steel door frame and fitted with a standard 3-lever lockset. No burglar proofing will be provided on any doors or shopfronts.

16. AIR-CONDITIONING

The shop will be provided with air-conditioning from a centralised air-conditioning plant to provide an ambient temperature of 22ºC ±1ºC under normal retail conditions. First and second fix installations – including air handling units and main duct runs - will be installed by the landlord. An allowance of R100/m² (One Hundred Rand per Square Meter) of gross rentable area will be provided for the tenant to install diffusers.

17. GREASE TRAPS

Positions of all grease traps must be agreed with the tenant co-ordinator. Any extra costs incurred in the coring for, and positioning of grease traps will be for the tenant’s account.

18. SERVICES BENEATH SURFACE BEDS

Waste connections have been installed to the rear of the. Any extra costs incurred resulting from specific requirements of the tenant will be for the tenant’s account.

19. FIRE PROTECTION EQUIPMENT

Fire protection equipment, including sprinkler protection at soffit level and ceiling level sprinklers has been provided by the landlord in compliance with SANS 10400. Any additional fire protection equipment required specifically by the tenant will be for the tenant’s account.

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20. TENANT INSTALLATION ALLOWANCE In addition to the abovementioned allowances, an additional allowance of R100/m² (One Hundred Rand per Square Metre) will be provided by the landlord as a contribution towards the tenant’s internal shop fit out.

21. SCHEDULE OF ALLOWANCES The abovementioned allowances are summarised as follows: DESCRIPTION UNIT QUANTITY RATE ALLOWANCE

Screeds & Floor Finishes m² 620.0 R 250.00 R 155 000.00Wall Finishes - One Coat Plaster & One Coat Paint m² 489.0 R 130.00 R 63 570.00

Ceilings m² 620.0 R 260.00 R 161 200.00

Lighting m² 620.0 R 180.00 R 111 600.00

Electrical Plug Points m² 620.0 R 55.00 R 34 100.00

Shopfront Display Isolator No 1 R 480.00 R 480.00

A/C Final Fix m² 620.0 R 100.00 R 62 000.00

Tenant Fitout Allowance m² 620.0 R 100.00 R 62 000.00

TOTAL TENANT ALLOWANCES R 1 048.31 R 649 950.00



E4.3 RETAIL TENANT CRITERIA

MOSES MABHIDA STADIUM RETAIL

TENANT CRITERIA DOCUMENT

August 2010 (Rev. 1)

Moses Mabhida Stadium Retail

TENANT CRITERIA DOCUMENT Page 1 of 19

INDEX

Page

1. Introduction 2 2. Tenant Submission Requirements 2 3. Typical Shop Controls 5 4. Signage Controls 7 5. Standard Finishes and Allowances 9 6. State of Premises at Beneficial Occupation 13 7. Regulations Governing Tenants’ Work on Site 13 8. Tenant Designer Checklist 16 9. Acceptance Declaration 19



1. INTRODUCTION The purpose of this Tenant Criteria Document is to inform prospective Tenants of certain requirements and rules relating to their tenancy. These regulations govern the standards of presentation and installation by all Tenants in the Stadium and have been formulated to ensure that Tenants derive the maximum benefit from trading. It is the Landlord’s intention to achieve attractive and distinctive store designs so as to create a shopping environment, which appeals to and attracts shoppers. Tenants are encouraged to be creative in designing a unique shop interior. The Landlord has established certain standards of quality and design that reflect the latest design philosophy in retail environments. General as well as specific design criteria are included in this Tenant Criteria Document, and must be addressed by all Tenants to ensure a successful final product. It is important that a high level of co-operation is maintained between the Landlord, the Landlord’s Architect, Tenants and the Tenant’s design team, and that the Tenant and his design team view the design and understand the image that the Landlord wishes to portray in the Stadium. The intent of this Tenant Criteria Document is to ensure a smooth working relationship between Tenants and Stadium Management. Adherence to these regulations is of the utmost importance. The Landlord reserves the right, from time to time, to amend or alter this document at his discretion. 1.1 Nature of Development

Moses Mabhida Stadium Retail Area comprises of Retail space in the northwest and northeast sectors on Level 1, measuring approximately 7200m² in extent.

1.2 Tenant Co-ordinator

The Landlord has appointed a Tenant Co-ordination Team who will be the interface between the Tenant and the Landlord. Once the lease agreement has been concluded all liaison between the Landlord and the Landlord’s professional team and contractors relating to aspects contained in this Tenant Criteria Document are to be channelled via the Tenant Co-ordinator.

2. TENANT SUBMISSION REQUIREMENTS

The Landlord and Project Team, to encourage Tenants to make the best use of the Moses Mabhida Stadium Retail atmosphere and setting, have formulated the controls as listed below. The controls are set to ensure that design parameters, shop fronts and signage requirements are fair to all Tenants and their Design / Construction Teams. Individual variety and creativity of design are catered for within these parameters and, in fact, are strongly encouraged by the Landlord. It is important that the Tenant views the overall designs of the Moses Mabhida Stadium and informs himself and his Design Team as to the Landlord's intent and the image that the Landlord wishes to portray. The Tenant must employ the services of a professional designer and/or architect to prepare his interior shop design, to manage his internal shop installation, and to ensure that the installation is in accordance with the standards laid down in this document, and the specifications as agreed on the approved and signed drawings. This is a non-negotiable requirement, and forms part of the lease obligation of the Tenant.



2.1 General The Landlord shall furnish the Tenant, upon signing the Lease Agreement, with copies of the relevant portions of the Stadium Architect’s drawings to enable the Tenant’s Architect/Designer to commence with the shop design. After receiving the outline drawings, the Tenant may elect to meet with the Landlord’s Architect and Tenant Co-ordinator to discuss and review the drawings and the Landlord’s requirements. The Tenant and his Design Team are required, at all times, to work and co-operate with the Tenant co-ordinator, and to maintain a high level of co-operation in all matters relating to the Tenant’s internal design and installation. The Tenant co-ordinator will liaise between the Tenant and the Project Construction Team in all instances. The Tenant co-ordinator is also the liaison between the Tenant and the Landlord, in all matters relating to fit out of the premises. The Tenant and/or his Contractors will be required to abide by the site rules of the Landlord during the period of construction. Tenant’s are required to ensure that their contractor’s Health and Safety documentation complies with the Occupational Health and Safety Act, Act 85 of 1993 and Construction Regulations. All Health and Safety documentation is required to be inspected and approved by the Stadium’s Health and Safety Officer prior to any work commencing in the tenancy. Tenants will also be required to ensure that accreditation passes are received from the Stadium’s Control Room for all personnel involved in the fit out of the tenancy. The cost of R20.00 per accreditation pass is to be paid by the Tenant. All plan submissions, be they Concept Designs or Final Submissions, are to be made for the attention of The Architects, Moses Mabhida Stadium who will obtain the Landlord's Design Committee approval on all matters relating to the submission. It remains the Tenant's responsibility to obtain the necessary approval for all of his documentation, from both the Landlord and Local Authority prior to any work in the tenancy commencing. To obtain timely approval, it is important that documentation is submitted as early as possible in order to minimise any possible delays. Should the Tenant’s own work require integration and co-ordination with work being undertaken on behalf of the Tenant by the Landlord, a special meeting must be called by the Tenant Co-ordinator in order to agree access dates for the timely integration of such work. IF NOTIFICATION OF SUCH SPECIAL MEETING IS NOT RECEIVED TIMEOUSLY BY THE TENANT CO-ORDINATOR, ANY AND ALL COSTS OF RECTIFICATION FOR WORK NECESSITATED THROUGH LATE INTEGRATION WILL BE FOR THE TENANT’S ACCOUNT. No physical work by the Tenant within the retail area may commence unless all approvals have been obtained in writing and agreement has been reached between all of the necessary representatives of the Landlord and the amount payable in terms of the Lease has been paid or the bank guarantee furnished. The work shall be carried out in strict accordance with the signed, approved, Architect's base building drawings, as well as the Tenant's approved drawing, and no deviation shall be permitted unless written approval has been obtained from both the Landlord and the Local Authority. The works shall be carried out to the agreed controls, as set down by the Landlord and in accordance with the rules and regulations regarding safety, administration and co-ordination that the Landlord may institute. Only Contractors and Subcontractors approved by the Tenant Co-ordinator will be permitted to carry out the works on behalf of the Tenant. Only material and goods, which have been specified in the approved documentation, will be permitted to be used by Tenants in the construction and fitting out of leased premises.



No instructions given directly to any of the Landlord’s contractors on site will be acknowledged or acted on unless issued through the Tenant Co-ordinator or any other agent so authorised by the Landlord and the costing of such instruction has been verified by the Quantity Surveyors, and agreed to and accepted in writing by the Tenant. Unless otherwise agreed by the Landlord, any Tenant requirements over and above the provisions of the standard specification will be for the Tenant’s account, which amounts must be paid before any work will commence. IF THE BENEFICIAL OCCUPATION BY TENANTS FOR SHOP FITTING, MERCHANDISING AND SPECIAL INSTALLATION IS DELAYED AS A RESULT OF ANY FAILURE ON THE TENANT’S PART, RESULTING IN A CONSEQUENTIAL LATE OPENING OF THE SHOP, THE TENANT WILL BE PENALISED IN TERMS OF THE LEASE AGREEMENT AND WILL BE LIABLE FOR RENT FROM THE COMMENCEMENT DATE STIPULATED IN THE LEASE. THE TENANT WILL NOT BE GIVEN ACCESS TO THE PREMISES UNLESS:

a. The Tenant’s exterior and interior shop designs and signage have been approved by the

Landlord/Landlord Agent; b. The Tenant has signed the Lease (not the offer to lease) and paid the Lease charges and

rental deposit; c. Any variations to the standard shop specification have been received by the Landlord and

have been approved of by the Landlord in writing and full payment for such approved variations has been received;

d. The Tenant’s layouts have been approved by the Local Authority and the Fire Department (Tenant’s responsibility).

2.2 Precedence of Documentation

This Tenant Criteria Document is to be read in conjunction with the Lease Agreement entered into between the Landlord and the Tenant in respect of premises leased. Should there be any conflict between the terms and conditions of the lease and those of this Tenant Criteria Document, the terms and conditions of the Agreement of Lease shall take precedence over those contained in this Tenant Criteria Document.

2.3 Tenant Architect / Designer’s Responsibilities The Tenant shall be required, through his own Architect / Designer, to provide Architectural and Interior Design Drawings and Specifications in order to ensure that proper integration of the Tenant’s work with the Landlord’s work is achieved and that the Landlord’s Programme for the opening date is met. The Tenant is required to check the actual site conditions and verify all site dimensions against the lease outline drawings before proceeding with the final working drawings.

2.3.1 Stage 1 – Concept Design The outline drawings shall comprise:

a) The floor plan, showing the Electrical distribution board, water connection point and lease line.

b) Standard sprinkler and lighting layouts as well as any additional air conditioning layouts over and above the air conditioning installation already installed by the Landlord.

c) A section through the shop and adjoining walkway.

Within 14 (fourteen) days from date of receipt of the outline drawings, the Tenant shall submit to the Tenant Co-ordinator one full set of paper prints of the Tenant's Preliminary Shop Design Drawings, showing the intended design of the store, which shall include, but not be limited to, the following:



Shop Perspective Colour Rendering Floor plans Material Sample Board Interior Elevations Signage Intentions Reflected Ceiling Plan Storefront Elevations and Sections

Upon receipt of the Tenant's proposals, the Landlord and his Design Review Committee shall scrutinise the drawings and revert to the Tenant with any comments within 7 days of receipt thereof. Should the design concept be rejected by the Design Review Committee, the Tenant / Tenant Designer / Representative, will have 7 (seven) days from the date of receipt of the relevant notice to re-submit their design. Should the Tenant fail to do so, the Landlord may rescind any authority, undertaking or option given by them to the Tenant.

2.3.2 Stage 2 – Final Submission

Within 14 days of receipt of the Landlord’s approval, the Tenant shall submit to the Tenant Co-ordinator, 2 (two) sets of paper prints of the Tenant's working drawings within 14 (fourteen) days of the date of approval. Tenants are solely responsible for compliance with all applicable statutes, codes, ordinances and other regulations for all works, and must obtain the necessary approvals for any and all work to be carried out. In instances where several sets of requirements must be met, the Landlord's requirements shall apply, unless prohibited by the applicable statutes. The Landlord and his Consultants, upon receipt of the Tenant's working drawings, will inspect them and return within 7(seven) days 1 (one) set to the Tenant, marked up with any necessary comments in instances where there are deviations from the original approved preliminary drawings. In the event that the working drawings are returned to the Tenant with noted deviations, the proposals shall be revised without delay to the parameters described and re-submitted within 7 (seven) days from date of return. If the Tenant fails to do so, the Landlord may rescind any authority, undertaking or option previously given to the Tenant.

3. TYPICAL SHOP CONTROLS

3.1 Shopfronts In keeping with the overall theme of the stadium design, the Stadium’s Architect has designed the shopfronts for all shops. Unless approved, in writing, by the Stadium’s Architect and the Landlord, no deviation from these designs will be allowed. Nothing may be fixed to shopfront glazing or mullions without prior approval by the Landlord. Under no circumstances will liquid laminate products be allowed in any glazing application in the Stadium. Should the Tenant install glazing as part of their tenant fit out, the Tenant will be required to provide a Certificate of Compliance to confirm that the glazing installation complies with AAMSA regulations.

3.2 Lease Line In all cases the lease line returns to the outside face of the shopfront. Within the design control area and inside the lease line, Tenants may provide fixed showcases or portable showcases fixed into position. Showcases shall be from approved base building materials and have a maximum height so as not to exceed the project envelope.



Under no circumstances shall "in situ" painting of shopfronts be allowed, except in touching up procedures, which shall only be undertaken with the prior written approval of the Landlord.

3.3 Typical Retail Lighting Controls 3.3.1 Shopfront Display Lighting

Shopfront display lighting shall be suitably designed such that lighting in the display area and in front of the shopfront shall be shielded from the public walkway from eye level (1600mm) and at all angles above the horizontal. No upward and outward directed spotlights will be permitted, nor will any signage with light directed or spilling above the horizontal be permitted. The Landlord reserves the right to change or disconnect any signs or lights, which do not comply. This is to protect the effects intended for the stadium lighting and finishes from being washed out.

3.3.2 General Interior Lighting General internal light fittings shall be glare free. No bare fluorescent tubes may be used for general lighting, except in areas inaccessible to customers. (Back of house / storage etc.) No neon, strobe, spinner or chase type lighting will be permitted. No light fittings for the Tenant's use will be fitted outside the lease line, on the shopfront bulkhead, shopfront frame, off-shutter concrete columns or external ceiling. All tenant lighting proposals are to be approved by the Stadium’s appointed Consulting Electrical Engineer.

3.4 Fire Protection

Designs must comply with SABS 0400 Part T. Particular aspects requiring attention during design are:

• The provision of exit doors; adequate in number for design population (2 for population > 25, 3 for population > 240), opening outwards

• Dead-end escape travel distances to be not more than 15m before two escape routes are reached

• Exit locks to be in accordance with the Stadium specification. • Emergency lighting to be provided along routes to exit doors. • Where applicable, photo luminescent SABS 1186 standard signs to be provided, to

indicate the location of fire fighting equipment and emergency exits. The Stadium’s PA/Fire evacuation and fire detection systems currently extend into the Leased premises. Any additional fire detectors and PA Loudspeakers required due to the Tenant’s requirements are to be installed by an approved contractor, to the Tenant’s account. Retail shops will be covered by fire detection loops connected to the closest Fire Panel. Smoke detectors have been installed beneath the podium soffit. As noted in the Schedule of Allowances and Finishes included in the Lease Agreement, void sprinklers have been installed by the Landlord, with the installation of ceiling sprinklers being the responsibility of the Tenant. The Tenant is responsible for obtaining approval from the local Council Fire Department. Proof of such approval is to be issued to the Tenant Co-ordinator.



Other fire protection requirements are as follows hereunder.

3.4.1 Interior Design

Any soft furnishings, curtains, shop fitting and internal fixtures are to be selected so as to minimise the fire load and flame spread hazard. Floor coverings are to have a fire index rating of 3 or better, when tested in accordance with SANS 10177 Part 4. Wall finishes are to have a fire index rating of 3 or better, when tested in accordance with SANS 10177 Part 3. Walkways and escape stairs finishes will be class 1 per SANS 10177. Combustible ceilings, partitions and claddings are not permitted.

3.4.2 Tenancy Separation

All Tenant separating elements are to be constructed to achieve a fire resistance endurance of not less than 30 minutes. Partition walls, for example between various areas of the tenanacy are to have a similar fire resistance rating.

3.4.3 Sprinklers

Void sprinklers have been provided in the leased area in accordance with the Landlord’s requirements and in accordance with SANS 10287. All ceiling sprinklers and sprinklers required in addition to a standard allowance of 1 per 11 m2 will be for the Tenants cost whether due to relevant requirements as stipulated by Regulating Authorities or due to the Tenant’s layout. The Tenant is responsible to obtain an ASIB Compliance Certificate.

4. SIGNAGE CONTROLS

4.1 General The intention of this document is to provide guidelines necessary to achieve a visually co-ordinated, balanced and appealing signage environment. Adherence to this Signage Criteria shall be strictly enforced, and the Landlord retains the right to bring any noncompliant signs into compliance. All costs incurred by the Landlord in bringing the Tenant’s signage to compliance will be for the Tenant’s account. The Landlord’s Architect retains full rights of approval of any sign used in the Retail Area, and no sign shall be installed without the Landlord Architect’s written approval. Signage, being an integral part of the Tenant’s image, should also respect and contribute to the overall image of the Moses Mabhida Stadium as a whole. Exciting and imaginative design solutions are encouraged. It is a requirement that Tenants’ signage shall be incorporated in the space provided for shop signage by the Landlord’s Architect, and Tenants are advised to consider this prior to submitting their signage for approval. The Landlord will be responsible for the installation of a tubular steel frame onto which the Tenant’s signage is to be installed. The extent of the Tenant’s signage is to be indicated by the Landlord’s Architect. Signage types and materials need not be limited to those recommended below. Creativity and individualism through the use of quality materials is encouraged.



It is the responsibility of the Tenant to obtain approval from the Landlord’s Architect and the Local Authority, prior to contractual agreement, fabrication and installation of any signs. All signs shall be constructed and installed at the Tenant’s expense. The Tenant is responsible for the fulfilment of all requirements and specifications, including those of the Local Authority. The Tenant shall be liable for any damage caused to the shopfront or any part of the leased premises during the installation of the shop sign. The Tenant shall, if requested in writing by the Landlord at the expiry or prior to termination of the lease, remove any signage fixtures and restore the leased premises to the condition in which they were before the signage fixture was installed.

4.2 Recommendations The following techniques and materials are recommended:

a) Illuminated signage is encouraged, either by means of internal illumination or by halo lighting.

b) Techniques may include silk screening or etching on glass, etc.

c) Dimensional letters or graphics in wood, metal or acrylic.

d) Fabricated or moulded signs.

e) Individual letters as opposed to large box signs. Tenants are encouraged to use logos in combination with the shop name.

4.3 Restrictions

a) Tenant signs will be limited to the Tenant's trade name as approved in the lease.

b) Product, brand or trade names are not permitted to be displayed, and no telephone numbers, slogans or product branding may be used on the shopfront unless approved in writing by the Landlord.

c) All attachment devices, wiring, clips, transformers, lamps, tubes and other mechanisms required for all signs are to be concealed.

d) Signage may not project beyond the Tenant's lease line without the approval of the Landlord's Architect.

e) With the exception of larger shops with two entrance doors and fast food kiosks, Tenant signage is restricted to a single sign per shop. In the case of the former, one sign will be permitted above each entrance door. In the case of the latter, one sign will be permitted above the entrance door and a second, internal sign will be permitted on the solid wall above the serving counter.

f) Signage for typical line shops is restricted to an overall size of 3990mm in length and 1160mm in height.

g) Exterior signage for fast food outlets is restricted to an overall size of 3100mm in length and 1160mm in height. Interior signage for fast food outlets is restricted to an overall size of 2500mm in length and 820mm in height.

h) All wiring of and electrical connections to illuminated signage is to be undertaken by a registered electrician. An electrical certificate of compliance is to be issued by a registered electrician on completion of the installation.

i) Tenant signage is restricted to a maximum mass of 150Kg in total (excluding the mass of the tubular steel framework supplied by the Landlord).



4.4 Non-Permissible Signs, Components and Devices a) Cloth, paper, cardboard and similar stickers or decals around or on surfaces to the

exterior of the Lease Line.

b) Noise making signs or signage components.

c) Moving, rotating or flashing signs.

d) Odour producing signage.

e) Temporary signs on the shopfront, such as "Special Offer", "Sale" etc. are specifically prohibited.

f) Signs that are moved into the walkway during trading hours unless approved in writing by the Landlord.

g) No sign, advertisement, notice or other lettering shall be exhibited, painted or affixed on any part of any storefront, except as specifically approved in writing by the Landlord.

4.5 Requirements of Signage Drawings Issued for Approval

The following information is required to be included on signage drawings that are submitted to the Landlord for approval:

a) Colour rendering of the proposed signage.

b) Detailed drawings including proposed materials and fixing details.

c) Weight of signage.

5. STANDARD FINISHES AND ALLOWANCES

The following Standard Tenant Allowances are to be read in conjunction with the Schedule of Allowances and Finishes included in the Lease Agreement.

5.1 Floors

The floor structure has been designed for a maximum superimposed load of 5 KN/m². In the event of the Tenant requiring the use of heavy equipment, written permission shall first be obtained from the Landlord’s Structural Engineer via the Tenant Co-ordinator. The Tenant shall supply the Tenant Co-ordinator with a plan indicating the location, dimensions and weight of such equipment, which in turn will be submitted to the Landlord’s Structural Engineer for scrutiny.

In the event that the Tenant's requirements exceed the aforementioned specification, then any additional cost arising as a result thereof shall be for the Tenant's account. Floors will be finished in certain areas as Class 2 power floated concrete or wood float concrete slab to take cement screeds. Special attention must be taken on additional requirements. The floor slab is predominantly a mesh reinforced surface bed. Prior to the tenant laying down floor tiles, the Tenant is required to liaise with the Tenant Co-ordinator with regard to the installation of expansion joints.

5.2 Walls

Internal dividing walls will generally be un-plastered and unpainted, full height block work walls or unpainted drywall partitioning. No skirting shall be fitted to these walls. If required, skirting will have to be fitted by the Tenant, together with the selected floor finish.

Steel studs and drywall division walls are not designed to support wall mounted fixtures.



5.3 Shop fronts In keeping with the overall theme of the Stadium design the Landlord’s Architect has designed the shopfronts for all shops and in most cases, the shopfronts have already been installed. Unless approved, in writing by the Landlord’s Architect, no deviation from these designs will be permitted.

5.4 Ceilings

Ceilings will generally be un-plastered concrete soffits. The Tenant will have the choice of installing suspended lay-in or skimmed ceilings or of retaining the exposed concrete soffit. The allowance for the installation of ceilings will be as per the Schedule of Allowances and Finishes as included in the Lease Agreement.

5.5 Electrical

The Landlord will supply in each premises:

a. A standard 60-Amp, single phase, surface mounted distribution board with a separate metering system for shops smaller than 100m². For shops larger than 100m² but less than 300m² a 60-Amp 3-phase DB will be provided. A standard 100-Amp 3-phase DB with a separate metering system will be provided in shops greater than 300m². The DB consists of the DB housing and a main isolator. The DB equipment will be installed by the Tenant’s contractor and will be for the Tenant’s account. Should the Tenant wish to relocate the distribution board after the initial installation, any extra-over costs incurred in the relocation of the DB will be for the Tenant's account.

b. For Restaurants, the Landlord will install a 100A to 200A, 3-phase distribution board to each restaurant. The Tenant will have to obtain, in writing, the approval from the Landlord of any particular requirements. The Distribution board allows for a main circuit breaker only. The meter in the main DB will be the responsibility of the Landlord.

c. All distribution board equipment is to be rated for a minimum fault level of 5kA for 60A DB’s. The fault level of larger DB’s will be confirmed by the Landlord’s Electrical Engineer.

i) The Tenant will be responsible for the following:

a. All telephone requirements to and within the leased area.

b. An electrical certificate of compliance, with as-built drawings, of any electrical installations undertaken by the Tenant’s electrical contractor to be issued to the Tenant Co-ordinator on completion of the installation. The as-built drawings shall be to the approval of the Landlord’s Electrical Engineer. The Tenant’s electrical contractor will issue a valid wireman’s license to the Tenant Co-ordinator prior to commencement of any work in the leased area.

c. Electrical consumption will be charged to the Tenant from the date of beneficial occupation.

d. The Tenant is to submit an application form to the local Telkom office and to pay the necessary deposit 60 days prior to the trading commencement date. The Landlord will accept no responsibility for any loss suffered as a result of telephone lines not being installed timeously by Telkom.

e. The Landlord will provide one MATV RF connection per shop from a central satellite dish and/or aerial to the nearest riser duct to be pointed out by the Landlord’s Electrical Engineer. The cost of reticulation from the nearest riser duct to the Leased area will be for the Tenant’s account.

f. Individual Tenants will not be permitted to install their own satellite dishes or antennae on the building.

g. No un-interrupted power supply (UPS) will be provided by the Landlord.



5.6 Plumbing A single, 1200mm stainless steel sink and sink unit will be provided by the Landlord. A separately metered 22mm cold water supply will be supplied by the Landlord with provision for one unwired geyser outlet. Line shops are provided with a single 50mm waste connection and all restaurants are provided with a single 100mm waste connection The drainage to the complex is pre-determined by the Landlord’s Architect, and although limited deviations from this master drainage layout may be permissible in certain instances, it cannot be guaranteed. Tenants are therefore requested to plan around the indicated drainage arrangements as far as possible. The Tenant shall comply with all the Local Authority Requirements with regards to drainage. All additional plumbing requirements specific to the Tenant’s installation will be for the Tenant’s account. Water consumption will be metered separately for each shop, and charged from the date of beneficial occupation. Water meters will be installed by the Landlord with the monthly consumption being paid by the Tenant directly to the Landlord or his nominees.

5.7 Air-Conditioning

Individual air handling units per shop will supply conditioned air at a constant temperature and pressure to the Leased Area. The supply air will reticulate to the occupied area via externally insulated galvanised ducts. Return air is ducted back to the air-handling units located in plant rooms adjacent to the Leased Area. The shop will be dealt with as a single comfort zone only, and not as sub-divided zones. One master controller will be provided per shop. The Tenant has been provided with an allowance for the installation of diffusers (2nd fix installation). The Tenant is responsible for the installation of A/C diffusers. The Tenant and their consulting/contracting agents may, under no circumstances, tie into any existing ducting systems without consulting with the Landlord or the Tenant Co-ordinator, as this may adversely affect the entire HVAC system. The Tenant must note that any and all systems installed without the approval of the Landlord will be removed and all costs incurred in restoring central HVAC system to their original state will be for Tenant’s account. NOTE: All equipment installed by the Tenant shall be to the approval of the Landlord’s Mechanical Consultant.

5.8 Fire Extinguishers

The Tenant shall provide and maintain within their premises, the number and type of fire extinguishers that are required in terms of the National Building Regulations, and the Local Authority requirements. If the Tenant's business activities necessitate the use of additional or special types of fire protection, these shall be installed by the Tenant at his/her expense. Each Tenant is to provide a minimum of 1 (one) 4.5kg DCP fire extinguisher per 100sqm of floor area on his/her premises. Due to the constant introduction of new Tenants to the centre and the relocation of shop dividing walls, it is often found that the current fire hydrants and hose reels positions are not adequate to protect all the shop areas. The Landlord therefore reserves the right at any stage during the period of the Lease to re-position fire hose reels etc. to more appropriate positions. Should this re-positioning interfere with a Tenant’s shopfront configuration, there will be no cost implication to the Tenant.



5.9 Gas

A central gas installation has been provided by the Landlord with metered supplies to all fast food outlets and restaurants. No provision has been made for gas supplies to line shops. The Tenant is encouraged to make use of the Landlord’s gas supplier and their approved contractor to connect all gas-fired equipment to the separately metered supply within the Leased Area.

5.10 Ablution Facilities

Ablution facilities are provided for the Tenant’s staff and patrons in centralised locations within the retail area.

5.11 Structural Changes Any proposed fixing to the structure of the leased area or into a penetration of the structure

requires approval in writing by the Landlord’s Structural Engineer prior to the work commencing. In addition, no structural elements may be fixed to the block dividing walls of the Leased Area without the prior written approval of the Landlord’s Structural Engineer.

5.12 External Doors

Where required by the Local Authority, each shop leading into a service passage will be provided with a ‘B’ Class fire door. Doors will be fitted with a fire escape locking device in accordance with fire regulations.

5.13 The following additional allowances apply to Restaurant and Fast Food Tenancies.

5.13.1 Garbage Disposal

Garbage disposal units, of industrial quality, (HAC Panda Master Floor Drains with fixed water seal and Panda Master under sink grease traps, or similar approved), shall be provided by the Tenant and connected to drainage points provided by the Landlord. The Tenant is responsible for cleaning and maintaining the grease traps in accordance with the manufacturer’s specification. The Tenant shall make provision for the temporary storage of refuse within the Leased Area. Only rear service routes may be used for removal of garbage from the Leased Area. Prior to submitting drawings to the Landlord’s Architects, the Tenant shall obtain written, in principle approval, from the local Authority Health Inspector confirming that all regulations governed by the Health By-Laws have been complied with.

5.13.2 Mechanical Ventilation

Only UV extract canopies are permitted to be installed in restaurants and fast food outlets. No other type of extract canopy will be permitted. Tenants are to provide details and specifications of the proposed canopies to the Tenant Co-ordinator for approval, prior to any installation commencing.

The installation of ducting and equipment for make up air will be for the Tenant’s account and is to be routed in a manner to be agreed with the Landlord’s Mechanical Consultant. All costs applicable to the canopy extract systems shall be for the Tenant’s account.

5.13.3 Refuse

Provision will be made for separate removal of wet and dry waste. These facilities are provided in a specific position as determined by the Landlord’s Architect. Tenants will



be responsible for transporting all waste to the centralised refuse areas, which the Landlord will maintain and clear on a scheduled basis.

Where applicable, Tenants will be required to provide a holding area, suitably integrated within their leased area, for gathering refuse prior to depositing filled containers in the centralised refuse areas. Under no circumstances shall the storage of refuse containers be allowed within any service passage and/or public areas.

6. STATE OF PREMISES AT BENEFICIAL OCCUPATION

At beneficial occupation, the premises will be completed by the Landlord to the following level of completion:

• Footprint demising walls and shopfronts will be completed.

• 1st Fix air-conditioning and sprinkler installations will be completed.

• Electrical distribution board, cable feed and circuit breaker will be fitted.

The Tenant will not be given Beneficial Occupation of the premises unless:

• The Landlord has approved the Tenant’s interior shop design and signage.

• The Tenant has signed the lease (not the offer to lease) and paid the lease charges, stamp duty and rental deposit.

• The Tenant’s layout has been approved by the Local Authority and the Fire Department (Tenant’s responsibility).

• All requisite Health and Safety documentation has been issued to the Landlord’s Health & Safety Consultant for approval and approval thereof has been received from the Landlord’s Consultant.

If beneficial occupation is delayed as a result of the Tenant not providing any of the abovementioned documentation timeously, the Tenant shall be held responsible for all rent from the commencement date stated in the Lease Agreement.

7. REGULATIONS GOVERNING TENANTS’ WORK ON SITE

In order to expedite the completion of all Tenant’s shops, with the least amount of inconvenience to patrons and other Tenants, the following rules and regulations will be applicable to all Tenants upon starting their construction work. These regulations will be enforced to ensure no interruption is caused by the Tenant’s contractors to any business activity or public movement.

7.1 Compliance with Approved Drawings

The Tenant shall execute all work in strict accordance with the approved detailed design development and working drawings and in compliance with all applicable governing codes and ordinances for their occupancy types. The Tenant will not be permitted to deviate from the approved drawings without the specific written approval of the Landlord issued via the Tenant Co-ordinator.

7.2 Work to be done by the Landlord’s Contractors

There are certain types of work, which the Tenant will not be permitted to have executed by his/her own contractors and this work will be required to be carried out by the Landlord’s contractors. The Tenant Co-ordinator will identify the type of work falling into this category once he has the opportunity of perusing the Tenant’s detail design development and working drawings. Without derogating from the generality of the above, examples of the types of work falling into the above category are as follows:



a) Any alterations to the air-conditioning or ventilation systems; b) Any alteration to the fire protection / detection systems; c) Electrical installation up to and including the basic distribution board and main isolator; d) Alterations to the sewers and / or main water supplies outside of the Leased Area; e) Alterations to shopfronts; f) Roof penetrations; g) Wall penetrations.

7.3 Handover, Approvals and Registration

The Tenant shall provide the Tenant Co-ordinator with the names and contact information of all Tenant Contractors prior to commencement on site. The Tenant shall not employ any contractor whose employment may prejudice in any way the safe and timely completion of the project. The Tenant is solely responsible for the contractors employed by the Tenant. The following procedures are to be followed in respect of electrical installations within the Leased Area: a) A copy of the proposed electrical contractor’s Wireman’s License is to be submitted to the

Tenant Co-ordinator prior to any electrical work commencing in the tenancy.

b) Once work is completed, an inspection by the Landlord’s Electrical Consultant, together with the Tenant’s electrical contractor is to be arranged, to ensure the safety and correctness of the installations.

c) On completion of the installation, a certificate of compliance by an accredited person

(form ECB/PW88/1 as issued by the Electrical Contracting Board of South Africa) must be completed, signed and forwarded to the Tenant Co-ordinator.

Should any of the three procedures listed above not be adhered to, the Landlord will not provide power to the shop.

The Tenant shall sign for and take possession of the keys to any doors.

7.4 Defects and Damages The Tenant is to advise the Tenant Co-ordinator, in writing, of any defects within the Premises within 48 hours of the Tenant signing for the keys. After this time any damages that may be caused to the Premises shall be made good at the Tenant’s expense. Furthermore, any damages caused to any part of the building by the Tenant or his contractor’s shall be made good by the Landlord’s contractors and charged for at rates to be determined by the Landlord’s Quantity Surveyor, all for the Tenant’s expense. The Tenant shall be responsible for the protection of all finishes in or adjacent to the premises.

7.5 Programme Prior to commencement of any of the Tenant’s work on site, the Tenant is to submit a detailed working programme for the execution of the works within the leased premises for approval by the Tenant Co-ordinator. The Tenant shall be required to alter his programme in accordance with any of the requirements of the Tenant Co-ordinator and once agreed the Tenant is to strictly adhere to such agreed programme. Each Tenant has to submit a detailed implementation program to the Tenant Co-ordinator two (2) weeks prior to beneficial occupation



7.6 Hoarding All shopfitting work to the premises is to be separated from public walkways. The shopfront is to be suitably covered to close the view from the outside. The line of any hoarding falling outside the Lease Line must be indicated on the Tenant submission drawings. The hoarding must be maintained in a clean and stable state by the Tenant and his contractors for the duration of the installation.

7.7 Loading of Structure The following limitations shall be observed by the Tenant in the conduct of the Tenants work:

(a) No suspended loads will be attached to the soffit of the podium slab, with the exception of

suspended ceiling (if applicable), additional sprinklers (if required) and standard type light fixtures, without the Landlord’s written approval issued through the Tenant Co-ordinator. As the podium slab is a post tensioned slab, no fixing into the slab may penetrate deeper than 40mm into the slab. All fixing methods into the structure are to be approved in writing by the Landlord prior to any works commencing.

(b) It is to be noted that the perimeter block walls of the Leased Area are non structural and non load-bearing. Therefore, no wall-mounted fixtures will be permitted.

c) No load shall be imposed upon any floor areas of the leased premises in excess of the designed live and dead loads as specified by the Landlord’s Structural Engineer.

d) Under no circumstances may any additional loading be added to ceiling services hangers.

7.8 Prohibited Work Practices

a) Storing or installing combustible material above finished ceilings or in any other

concealed, non – sprinkled space.

b) Creating any structural load temporary or permanent, in excess of defined live loads.

c) Cutting holes or chases in the floor slabs, walls or roof without the Landlord’s prior written approval.

d) Installing or displaying any unapproved signage.

e) Shot fixing to concrete slabs with powder-activated tools is strictly prohibited. All fixing methods tying into structural frame to be approved in writing by the Landlord or his agent prior to any work commencing.

f) Washing or cleaning of tools and/or material must be done within the Tenant’s

premises and all used cleaning materials must be removed from site in sealed containers daily by the Tenant’s contractors.

g) Fixing into any perimeter walls of any nature will not be permitted without prior written approval.

7.9 Risk and Insurance

The Landlord has affected the necessary contract works and public liability insurance cover for all works under the control of the Landlord. The Tenant will be liable for all necessary insurance cover for all works and Tenant’s improvements being executed on the site and around the premises by his direct contractors as this work will not be covered under the Landlord’s insurance policies.



The Tenant shall be responsible for the insurance for all of his fixtures and fittings, equipment and any other goods belonging to the Tenant or his contractors and/or his employees from the date on which the Tenant obtains occupation of the leased premises. This shall include for any damage to the premises and shopfront from date of occupation. The Tenant shall ensure that he/she and all his/her contractors and subcontractors have adequate public liability and works risk insurance cover during the Beneficial Occupation Period. The Landlord reserves the right to request proof from the Tenant that such insurance cover is in place and that all premiums are paid and up to date. The tenant must provide proof of Insurance cover prior to Beneficial Occupation.

7.10 Damage to Other Work The Cost of repairing any damage caused to the Tenant’s property by the Tenant and/or his contractors shall be for the Tenant’s account.

7.11 Fire Protection The Tenant and Tenant’s contractors or representatives shall provide and maintain fire

protection equipment within the Leased premises as required for safe working conditions or as required by the Landlord's Insurers.

7.12 Variations In the event of any variations to approved construction drawings being required by the Tenant, such amendments are to be confirmed in writing to the Tenant Co-ordinator prior to work proceeding, for approval by the Landlord and his consultants.

7.13 Municipal Submissions It is the express responsibility for the Tenant to submit construction drawings and all other necessary documentation to the Local Authority to obtain plan approval and any and all other required licenses for its operations. Such submissions are to be submitted timeously for the required approval to be processed so as not to effect the trading date of the tenancy. Once the Tenant has been advised that construction of the Tenant installations may proceed, any costs resulting in the cancellation of any work that has commenced or any design amendments, required to suit such submissions will be for the Tenant’s Account.

8. TENANT DESIGNER CHECKLIST

TO BE COMPLETED AND SUBMITTED WITH DRAWINGS

CHECK

1. LAYOUT OF WALLS AND PARTITIONS

1. Specify type and dimension fully with lengths, heights and thickness.

2. FINISHES TO WALLS OR PARTITIONING

1. Type of plaster. 2. Type and colour of paint. 3. Type and colour of vinyl or wallpaper (check availability). 4. Other types of finish.



3. DOORS, FRAMES ETC.

1. Dimensioned positions of doors, indication of door swings or sliding doors. 2. Size of doors. 3. Type of doors. 4. Finish to doors (if painted, specify colour). 5. Type of doorframe required with details, if special. 6. Glazed section in walls or partitions - fully dimensioned and detailed. 7. Details of any other openings, e.g. sliding hatches, etc. 8. Door furniture: Type - catalogue numbers, finish (check on availability).

4. FLOOR FINISHES

1. Specify type and colour. 2. Vinyl asbestos / marley tiles. 3. Carpet. 4. Quarry tiles. 5. Granolithic, etc.

5. CEILING PLAN

1. Height above finished floor. 2. Any steps and/or bulkheads in ceiling. 3. Materials. 4. Suspended grid. (Colour and type) 5. Position of lights and light tracks.

6. PLUMBING

1. Dimensioned positions of all sanitary fittings required. 3. Details of fittings - catalogue numbers and sizes. 4. Drainage, venting, and anti-siphonage to the above. 5. Any other equipment which requires drainage or venting, e.g. refrigeration

equipment. 7. Hot water geyser - type and size.

7. HEAVY LOADS

1. Size, weight and position. 2. Proposed method of transport and route taken to install.

8. ELECTRICAL

1. Dimensioned positions on plan and height of all outlets for electricity,

telephone and intercom. 3. Specify type of outlets. (If other than standard). 4. Lighting layout to be shown on the ceiling plan. 5. Any special connections for display lighting or shop front lighting. 6. Position for distribution board. 7. Indicate switching requirements for lights. 8. Dimensioned positions, accurate details and electrical capacities of other

equipment which may require special electrical connections, e.g. cooking equipment, waste disintegrators, refrigeration equipment, compressors, PABX, etc.

9. SIGNAGE

1. Signage in strict accordance with the enclosed criteria.



2. All signs approved by the Landlord's Architects before erection. 3. Signage submission is to be on min "A3" size sheets. 4. Location of sign on plan and in elevation to be fully dimensioned. 5. Details of construction and fixing shown. 6. Material, colours and weight of signage to be noted on drawings. 7. Two copies of each drawing, one of which is to be coloured up. 9. The number of the shop is to appear on the drawing.

10. ANY OTHER SPECIAL REQUIREMENTS

1. Tenant

11. RESPONSIBILITY

1. All work other than that required to comply with the standard Landlord’s

specification will, unless otherwise noted, be deemed to be the responsibility of the Tenant.



ACCEPTANCE DECLARATION I/We, the undersigned, do hereby declare that a copy of the Tenant Criteria Document of the Moses Mabhida Stadium has been handed to me/us by the Landlord. I/We do further declare that I/we accept all the conditions imposed by the Tenant Criteria Document.

Tenant Company Name:

Represented By:

Witness: Date: