DESIGN AND PROJECT AGREEMENT
THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
- [Your Name], with an address at [Insert Your Address], hereinafter referred to as the (“Owner,”)
AND
- [Designer/Contractor’s Name], with an address at [Insert Address] hereinafter referred to as the (“Designer/Contractor.”)
- SCOPE OF AGREEMENT:
3.1 The Owner intends to undertake a residential construction project (“Project”) involving the construction of an addition, a bathroom, and the extension of a bedroom, encompassing approximately 300 square feet. The Project is located at [Address].
3.2 The Designer/Contractor acknowledges and agrees to provide comprehensive design, planning, and coordination services for the Project, including creating detailed architectural drawings, obtaining necessary engineering approvals, and submitting required documentation for city permits.
- OWNERSHIP OF DESIGN AND DRAWINGS:
4.1 The Designer/Contractor acknowledges and agrees that all design concepts, drawings, plans, specifications, and related materials (“Design Materials”) created or provided for the Project are and shall remain the exclusive property of the Owner.
4.2 The Designer/Contractor expressly waives and relinquishes any and all rights, including any copyrights, moral rights, or intellectual property rights, they may have or claim to have in the Design Materials.
4.3 The Designer/Contractor shall not use, reproduce, distribute, or disclose the Design Materials to any third party without the prior written consent of the Owner.
- PAYMENT FOR DESIGN AND PERMIT APPLICATION:
5.1 The Owner acknowledges that all financial obligations pertaining to the design phase, including architectural plans, title 24, energy calculations, plan copies, and other related services, have been satisfied and paid in full to the Designer/Contractor. Any additional modifications or revisions required for the permit application process, as requested by the city or state authorities, will be undertaken without incurring further charges from the Designer/Contractor.
5.2 In the event that the Owner chooses to engage the Designer/Contractor for the subsequent construction phase of the Project, the time and effort expended on permit approval submissions (“Submittal Time”) shall be compensated according to the terms outlined in the invoice.
- CONTRACTOR SELECTION AND BIDDING:
6.1 The Owner reserves the right to select any contractor of their choice for the execution of the Project. The Designer/Contractor shall not unreasonably withhold, restrict, or impede the Owner’s right to solicit and obtain competitive bids from other contractors for the Project.
6.2 The Designer/Contractor shall provide reasonable assistance to the Owner’s selected contractor during the bid process, including clarifications on the design intent and responding to inquiries to ensure accurate bids.
- SEPARATION OF DESIGN AND CONSTRUCTION:
7.1 The Parties acknowledge that this Agreement exclusively covers the design, planning, and coordination services for the Project as described in Section 3. The execution of the construction phase, including obtaining bids from subcontractors, engaging construction contractors, and carrying out construction work, is a distinct and separate transaction. The Designer/Contractor is not guaranteed involvement in the construction phase by virtue of this Agreement.
7.2 The Owner retains the right to select any contractor of their choice for the construction phase of the Project. The Designer/Contractor shall not hinder the Owner’s right to solicit competitive bids from other contractors for the construction phase.
7.3 Should the Owner choose to proceed with the construction phase and wishes to engage the Designer/Contractor for such services, a separate agreement detailing the construction scope, terms, and conditions shall be negotiated and executed by the Parties.
- TIMELINE FOR REVISIONS:
8.1 If revisions or responses to the city’s requests are required, the Designer/Contractor shall provide timely responses within [XX days] of receiving such requests. Failure to comply within the stipulated timeframe may result in the termination of this Agreement as described in Section 8 below.
- TERMINATION:
9.1 Owner’s Right to Terminate: In the event that the Designer/Contractor does not furnish timely responses to city revision requests or otherwise fails to fulfill the obligations delineated in this Agreement, the Owner reserves the unconditional right to terminate this Agreement, subject to the terms specified in this section.
9.2 Consequences of Termination: Should this Agreement be terminated; the ensuing provisions shall be implemented:
- a) Ownership of the design documents shall remain vested with the Owner.
- b) The Designer/Contractor shall be held liable to reimburse the Owner for all expenses relating to permit fees incurred with the city.
- c) The Designer/Contractor shall be liable to reimburse the Owner for the design fees originally paid to the Designer/Contractor.
- d) The Designer/Contractor shall forfeit any claims to the design documents, the project, and any subsequent compensation.
- DISPUTE RESOLUTION:
10.1 In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter amicably through mediation. If mediation does not result in a resolution, the dispute shall be settled through binding arbitration in accordance with the rules of the American Arbitration Association. The costs of mediation and/or arbitration shall be borne by the party initiating the dispute.
- CONFIDENTIALITY:
11.1 The Designer/Contractor acknowledges and agrees that all information, documentation, plans, designs, specifications, calculations, communications, and any other materials related to the Project (“Confidential Information”) obtained or received by the Designer/Contractor in the course of their engagement shall be treated as strictly confidential and proprietary to the Owner.
11.2 The Designer/Contractor shall not disclose, use, reproduce, distribute, or make available any Confidential Information to any third party, except as expressly required for the performance of their obligations under this Agreement or with the prior written consent of the Owner.
- INDEMNIFICATION:
12.1 The Designer/Contractor agrees to indemnify, defend, and hold harmless the Owner from and against any claims, liabilities, damages, and expenses arising out of or in connection with any third-party claims related to the Design Materials, including any allegations of copyright infringement.
- GOVERNING LAW AND JURISDICTION:
13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
13.2 Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of California, and the parties hereby submit to the personal jurisdiction of such courts.
- ENTIRE AGREEMENT:
14.1 This Agreement constitutes the entire understanding between the parties, supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter herein.
- SEVERABILITY:
15.1 If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be deemed stricken while the remaining provisions shall continue in full force and effect.
- AMENDMENT AND WAIVER:
16.1 Any amendment or modification to this Agreement shall be valid only if executed in writing and duly signed by both parties. The waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.
IN WITNESS WHEREOF, the parties have executed this Design and Project Agreement as of the date first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING
OWNER DESIGNER/CONTRACTOR
NAME: NAME:
_______________________________ ________________________
SIGNATURE: SIGNATURE:
_______________________________ ___________________________
DATE: DATE:
_______________________________ ___________________________
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