Project Design and Build Template

PROJECT DESIGN AND BUILD AGREEMENT

Effective Date:

RECITALS

WHEREAS, Client has engaged Design-Builder to provide design and construction services for the project described as located at ;

WHEREAS, Design-Builder represents that it possesses the skill, expertise and resources to perform both the design and construction of the Project and will provide services in accordance with this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

SCOPE OF WORK

Design-Builder shall perform all design, engineering, permitting, procurement and construction necessary to deliver the Project in accordance with this Agreement. Deliverables shall include final design documents, construction drawings, a project schedule, and completed construction ready for Owner acceptance.

Milestone 1 Description:

Amount Payable at Milestone 1: $

Milestone 2 Description:

Amount Payable at Milestone 2: $

PAYMENT TERMS

Contract Sum: $ (the "Contract Sum"), subject to adjustments for approved change orders.

Deposit: $ payable upon execution of this Agreement.

Retainage: % withheld until final acceptance.

Late Payment: Overdue amounts shall bear interest at % per month or the maximum rate permitted by law, together with collection costs and attorney fees if applicable.

CHANGE ORDERS

No change in the Work shall be permitted without a written change order executed by both parties. Adjustments to the Contract Sum and the Project schedule shall be set forth in such change order.

TERM AND TERMINATION

Project Commencement Date: . Target Completion Date: .

Either party may terminate this Agreement for cause if the other party materially breaches any obligation and fails to cure such breach within days after written notice. Client may terminate for convenience upon days' prior written notice; in such event Design-Builder shall be entitled to payment for Work performed and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall hold confidential and not disclose to third parties any proprietary information received from the other party, except information that (a) is or becomes generally available to the public other than by breach of this Agreement, (b) was rightfully known to the receiving party prior to disclosure, or (c) is required to be disclosed by law or by a valid court order. Confidential information shall be retained in confidence for years following termination or completion of the Work.

WARRANTIES, INSURANCE & INDEMNITY

Design-Builder warrants that the Work will be free from material defects in workmanship for a period of months from final acceptance. This warranty excludes defects caused by ordinary wear and tear, misuse, or modifications by others.

To the fullest extent permitted by law, each party shall indemnify, defend and hold harmless the other party from claims, liabilities and damages arising out of its negligence or willful misconduct in connection with the performance of the Work, except to the extent caused by the indemnitee's negligence or willful misconduct.

ACCEPTANCE OF WORK

Owner shall inspect completed Work and provide written acceptance or a punch list within days of notification of substantial completion.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law rules.

Disputes shall be resolved by unless otherwise agreed in writing. The prevailing party in any dispute shall be entitled to recover reasonable attorney fees and costs.

MISCELLANEOUS

Assignment and Subcontracting: Design-Builder may not assign its rights or delegate its obligations under this Agreement without Client's prior written consent, which shall not be unreasonably withheld. Design-Builder may engage subcontractors, provided Design-Builder remains responsible for their performance.

Entire Agreement: This Agreement, including all exhibits and executed change orders, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements, written or oral, relating to the subject matter hereof. Amendments must be in writing and signed by both parties.

NOTICES

Notices shall be delivered in writing to the addresses set forth above and shall be deemed given upon personal delivery, confirmed overnight delivery, or three business days after deposit in the mail with first class postage prepaid.

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