Residential Townhomes Template

RESIDENTIAL TOWNHOMES DEVELOPMENT AGREEMENT

This Residential Townhomes Development Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Owner / Developer owns or has an option to acquire the real property located at (the Property) and intends to develop a residential townhome community thereon consisting of units; and

WHEREAS, Contractor / Service Provider has expertise in construction, site work, obtaining permits, and coordinating inspections necessary for residential townhome development and agrees to perform the services described below in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the scope, schedule, payment terms, and other conditions under which the Contractor will perform work necessary to complete the townhomes and related improvements in a good and workmanlike manner.

Scope of Work

Contractor shall provide all labor, materials, supervision, equipment, permits, inspections, and services necessary to complete the development, construction, and commissioning of the residential townhomes and associated site improvements described below. The Scope of Work includes, without limitation, grading and drainage, utility connections, foundations, framing, roofing, exterior finishes, interior finishes to the stage(s) designated below, roadway and landscaping work, and coordination of municipal inspections.

Payment Terms

Owner shall pay Contractor for completion of the Scope of Work a total contract sum of (the Contract Sum), subject to adjustments for approved change orders, allowances, and credits.

Late payments not subject to a bona fide dispute shall incur interest at the lesser of (i) % per month or (ii) the maximum rate permitted by applicable law. Owner shall pay reasonable costs of collection, including attorneys' fees, for overdue sums.

Term and Termination

The Term of this Agreement commences on Start Date: and is expected to conclude on End Date: , subject to extensions for force majeure, approved change orders, and delays beyond Contractor's control.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Owner may also terminate for convenience upon written notice, subject to payment for work performed, materials committed, and reasonable demobilization costs.

Permits, Compliance and Inspections

Contractor shall obtain and maintain all permits, approvals, certificates of occupancy, and third-party inspections required by applicable law for the performance of the Work, unless otherwise specified in writing. Contractor shall perform all Work in compliance with applicable building codes, zoning ordinances, environmental regulations, and health and safety standards.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other party. "Confidential Information" means non-public technical, financial, business and contractual information disclosed in any form. Each recipient shall (i) protect such Confidential Information with at least the same degree of care it uses to protect its own confidential information, (ii) not disclose it to third parties except as expressly permitted hereunder, and (iii) use it solely to perform obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available other than by breach of this Agreement, is already in the recipient's possession without restriction, or is independently developed by the recipient. Upon termination or request, recipient shall return or destroy Confidential Information, at discloser's election.

Insurance and Indemnity

Contractor shall maintain insurance coverages customary for projects of this size and scope, including commercial general liability, workers' compensation, automobile liability, and professional liability where applicable. Contractor shall indemnify, defend and hold harmless Owner and its agents from and against claims, liabilities, losses, and expenses arising out of Contractor's performance, except to the extent caused by Owner's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of state and federal courts located within that state for any dispute arising out of or related to this Agreement.

Entire Agreement

This Agreement, including any exhibits, attachments, and written change orders executed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations, and agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Owner may assign to a lender in connection with financing the Project.

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