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Project Management Design Build Agreement

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PROJECT MANAGEMENT DESIGN BUILD AGREEMENT

This Project Management Design-Build Agreement (the Agreement) is made effective as of between Client Name: and Service Provider Name: .

Project Identification

Recitals

WHEREAS, Client desires to procure design and construction services for the Project identified above; and WHEREAS, Service Provider represents that it has demonstrated experience and capacity to provide integrated design‑build project management and construction services in accordance with this Agreement.

Scope of Work

Service Provider shall provide all management, design coordination, permitting assistance, construction, inspection, commissioning and closeout services necessary to deliver the Project in accordance with the contract documents, applicable codes and industry standards. Specific tasks and deliverables are described in the Scope of Work below.

Deliverables and Acceptance

Service Provider shall deliver the items listed below. Each deliverable must meet the corresponding acceptance criteria. Acceptance shall be in writing within the period specified or otherwise deemed accepted.

Timeline and Milestones

Project Start Date:    Project End Date:

Budget and Payment

Total Contract Value:    Retainage:

Notice for proposed change orders shall be provided at least days prior to proposed implementation unless otherwise agreed in writing.

Confidentiality

Each party shall maintain in confidence all proprietary or non-public technical and business information disclosed by the other party in connection with the Project. Confidential information shall not be disclosed except to personnel with a need to know or as required by law. Confidential obligations shall survive termination of this Agreement for a period of three (3) years.

By checking this box the signatory acknowledges and accepts the confidentiality obligations set forth in this Agreement.

Insurance, Indemnification and Warranties

Service Provider shall maintain insurance coverages customary for design-build contractors, including commercial general liability, professional liability, workers' compensation and automobile liability, and shall provide certificates upon request. Service Provider agrees to indemnify and hold harmless Client from liabilities arising out of Service Provider's negligent performance, except to the extent caused by Client's gross negligence or willful misconduct.

Service Provider warrants that all construction work shall be free from defects in workmanship and materials for a period of one (1) year from final acceptance, except for longer warranty periods expressly required by the contract documents.

Termination and Suspension

Either party may terminate this Agreement for material breach upon thirty (30) days' written notice if the breach remains uncured. Client may suspend the Project upon written notice; in the event of suspension, Service Provider shall be entitled to equitable adjustment for costs reasonably incurred as a direct result of the suspension.

Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, strikes, epidemics, freight embargoes, or governmental orders. Affected performance periods will be extended for the duration of the force majeure event.

Dispute Resolution and Governing Law

The parties shall first attempt to resolve disputes by good faith negotiation and, if unresolved within forty-five (45) days, submit the dispute to non-binding mediation. If mediation fails, either party may pursue binding arbitration or litigation as provided below. This Agreement shall be governed by the laws of the state of without regard to conflict of law principles.

Change Management

All changes to the Scope of Work, Contract Price or Schedule shall be made by written Change Order executed by both parties. Change Orders shall identify scope modifications, adjustments to price and schedule, and any required design or permit revisions. Service Provider shall not commence work on an unapproved change prior to written authorization.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior agreements. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to a successor by merger or sale, provided Client is notified in writing.

Client

Printed Name:

By:

Date:

Service Provider

Printed Name:

By:

Date:

Enter text✕

What a Project Management Design Build Agreement Is

A Project Management Design Build Agreement is a single contractual document that allocates responsibility for both design and construction project management to one party or a coordinated team. It defines scope, deliverables, schedule, payment terms, change-order procedures, quality standards, insurance and indemnity obligations, and acceptance criteria. Used when a project owner seeks streamlined communication and single-point accountability, the agreement clarifies roles between owner, design-builder, subcontractors and consultants and sets procedures for disputes, termination, and remedies during the project lifecycle.

Why this Agreement Matters for Project Outcomes

Combining design and construction responsibilities reduces handoffs, clarifies risk allocation, and shortens decision cycles. The agreement establishes who manages design changes, subcontractor coordination, and payment schedules, which helps control cost and schedule risk while preserving contractual remedies.

Why this Agreement Matters for Project Outcomes

Who Typically Prepares and Signs This Agreement

Common participants include the project owner, the design-build firm or prime contractor, project managers, major subcontractors, and design consultants.

  • Owner or developer: contract counterparty that funds work and defines project objectives and acceptance criteria.
  • Design-build firm / prime contractor: accepts combined design and construction responsibilities under the agreement's obligations.
  • Project manager / construction manager: administers schedule, coordinates subcontractors, and enforces deliverables.

Assign clear internal roles for negotiation, signature authority, and post-execution administration to avoid delays and disputes during implementation.

Essential Contract Elements to Include

A complete Project Management Design Build Agreement organizes obligations and standards so parties can execute the project with measurable controls and dispute-avoidance mechanisms. Include clear references to attachments and exhibits.

Scope of Work

Precise description of design and construction deliverables, accepted standards, and excluded items; reference drawings and exhibits to avoid ambiguity.

Roles & Responsibilities

Define decision-makers, subconsultant management, reporting cadence, and authority to issue change orders and instructions during construction.

Schedule & Milestones

Detailed project schedule with critical milestones, float allocation, delay notice procedures, and liquidated damages or incentive provisions if applicable.

Budget & Payments

Contract price, progress payment schedule, retainage terms, invoice review procedures, and how allowances or contingencies are handled.

Change Orders

Process for initiating, pricing, approving, and documenting changes including time and cost impacts and required supporting documentation.

Insurance & Indemnity

Required coverages, policy limits, certificate requirements, additional insured endorsements, and mutual indemnities for professional and construction liabilities.

Stepwise Process to Complete the Agreement

Use a consistent review and execution workflow to avoid rework. This sequence supports legal review, stakeholder approval, and clean execution.

  • 01
    Draft preparation: Populate scope, price, and exhibits before legal review.
  • 02
    Legal review: Confirm allocation of risk, insurance, and indemnity language.
  • 03
    Signatory approval: Obtain corporate sign-off and verify authority to bind parties.
  • 04
    Execution and distribution: Execute, notarize if needed, and circulate executed copies to stakeholders.

How to Configure an Online Execution Workflow

Set up fields and signer order so each party receives the correct documents and audit trail. Test a sample run before production.

Field Configuration
Project Name Required text field; auto-fill where possible
Signature Block Signature + date fields; require signer name
Insurance Certificate Optional attachment field for certificates
Change Order Approval Checkbox + approval signer to lock workflow

Technical Requirements for Digital Signing and Exchange

Choose a signing platform that supports PDFs, Word DOCX, audit trails, and integrations with project systems such as Procore or NetSuite.

  • File formats: PDF, DOCX, XLSX supported
  • Authentication: Email or SMS code
  • Integrations: CRM and storage connectors

Ensure the platform meets required compliance (ESIGN/UETA) and preserves tamper-evident signed copies; test the end-to-end workflow with all signer roles before relying on it for project-critical agreements.

Where to Send and How to Distribute Executed Agreements

A clear routing plan ensures records are accessible to all stakeholders and retained per legal requirements.

  • Owner copy: Deliver signed PDF to owner's project folder.
  • Design-builder copy: Provide editable and signed versions for construction management.
  • Subcontractors: Share relevant exhibits and schedules with subs.
  • Record retention: Archive executed original in project records.

Key Dates and Typical Deadline Items

Map contract-triggered dates early to support invoicing, permits, and milestone-based payments.

Effective date:

Date when obligations and warranties begin.

Notice to Proceed:

Start date for construction and scheduling.

Milestone dates:

Intermediate deliverable deadlines and inspections.

Payment dates:

Progress payment schedule and invoice due terms.

Final acceptance:

Date when punch-list completion triggers final payment.

eSignature Platform Pricing Snapshot for Executing Agreements

Compare common vendor metrics used when choosing an eSignature provider for contract execution; signNow appears first as the vendor referenced in this comparison.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Required Information and Key Data Elements

Project ID: Unique identifier for records
Parties' Legal Names: Exact entity names
Scope Reference: Exhibit or drawing number
Schedule Dates: Start and milestone dates
Payment Terms: Price, retainage, due days
Insurance Certificates: Carrier, policy number, limits

Common Risks and Legal Consequences of Errors

Late Payment: Interest, lien exposure
Scope Gap: Disputed change orders
Insufficient Insurance: Uninsured third-party claims
Invalid Signature: Enforceability challenges
Improper Authority: Contract voidability risk
Record Loss: Lost remedies or compliance issues

Frequent Preparation Mistakes to Avoid

  • Vague scope or missing exhibits that create disputes over included work and change order eligibility.
  • Unclear payment schedules or undisclosed retainage percentages that trigger invoicing disagreements.
  • Not verifying signer authority, which can lead to claims the agreement is unenforceable.
  • Failing to collect required insurance certificates and endorsements before work begins.

Real-World Examples of Digital Contract Use

Organizations using online signing and structured templates report smoother execution and fewer administrative delays when managing design-build projects.

Martin Properties

A midsize real estate developer standardized its design-build packet to reduce execution time.

  • Execution time shrank and records stayed compliant.
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Optica Ventures LLC

A small developer used digital templates and online routing for subcontractor attachments.

  • Faster subcontractor onboarding and fewer missing exhibits.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Frequently Asked Questions about Execution and Validity

Answers to common questions on enforceability, signatures, notarization, and post‑execution changes for Project Management Design Build Agreements.


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