casemark/development-agreement

Development Agreement

Produces an owner-developer agreement for a commercial real estate project with clear scope, timeline, pricing, and risk allocation.

Intake Checklist

Collect before drafting:

| Item | Required Inputs | Notes | |---|---|---| | Parties | Legal names, entity types, authority | Add licensing if required | | Property | Legal description, APN, address | Attach as exhibit | | Project scope | Type, size, quality standards, exclusions | Include delivery model | | Plans | Approved plans list | Define approval path | | Budget | Base budget, contingency, allowances | Specify currency | | Pricing model | Fixed / GMP / cost-plus, fee structure | Define cost categories | | Schedule | Milestones, completion dates | Define excusable delays | | Permits | Responsibility split, known approvals | Include entitlements | | Insurance | Types, limits, additional insureds | CGL, WC, builders risk | | Dispute forum | Court or arbitration | Venue and governing rules |

Key Definitions

Define each term precisely in the agreement:

• Project — scope, location, intended use
• Plans — approved plans and change process
• Milestone — objective completion criteria
• Substantial Completion — functional-use standard
• Final Completion — punch list cleared, closeout delivered
• Change Order — written, signed scope/cost/schedule change
• GMP / Cost-Plus — cost categories, fee calculation, audit rights
• Force Majeure — qualifying events and notice requirements
• Permits — required governmental approvals

Core Sections

Draft each section with the noted requirements:

| Section | Must Include | Notes | |---|---|---| | Recitals | Property, purpose, prior studies | No operative promises | | Scope of Work | Design, permitting, construction | Attach scope exhibit | | Developer Duties | Management, quality control, standard of care | Measurable obligations | | Owner Duties | Access, approvals, funding, cooperation | Response deadlines | | Schedule | Milestones, deadlines, time-is-of-the-essence | Excusable delay carveouts | | Pricing | Model, cost definitions | Audit rights if cost-plus | | Payments | Draws, retainage, lien waivers | Statutory form rules [VERIFY] | | Change Orders | Process, pricing, written approval | See procedure below | | Warranties | Workmanship, code compliance, duration | Survival period | | Insurance | CGL, WC, builders risk | Additional insureds | | Indemnity | Mutual, negligence-based | Anti-indemnity statutes [VERIFY] | | IP | Ownership and license-back | Design professional rights | | Confidentiality | Scope, term, exceptions | Subcontractor flowdown | | Permits | Responsibility split | Stop-work remedies | | Termination | For cause and for convenience | Cure periods | | Disputes | Negotiation → mediation → forum | Fees and costs | | Boilerplate | Notices, assignment, survival, e-signatures | — |

Milestone Schedule Template

| Milestone | Target Date | Completion Criteria | Approval | |---|---|---|---| | Design Development | TBD | Owner approval of plans | Written | | Permit Submission | TBD | Applications filed | Copy to owner | | Permit Issuance | TBD | Permits in hand | Evidence | | Construction Start | TBD | Notice to proceed | Written | | Substantial Completion | TBD | CO or equivalent | Owner signoff | | Final Completion | TBD | Punch list closed | Closeout package |

Payment Terms Template

| Payment Type | Trigger | Documentation | |---|---|---| | Mobilization | Execution / NTP | Insurance certs | | Progress Draw | % complete or milestone | Lien waivers, progress reports | | Retainage | Withhold agreed % | Release at final completion | | Final Payment | Final completion | All closeout items delivered |

Change Order Procedure

1. Written request stating scope, cost, and schedule impact.
2. Owner approval deadline; include deemed-response rule.
3. No work on unapproved changes except life-safety emergencies.
4. Approved change order adjusts contract price and schedule.

Exhibits Checklist

• A — Property legal description
• B — Scope and specifications
• C — Approved plans list
• D — Baseline schedule
• E — Budget and cost categories
• F — Insurance requirements
• G — Payment application and lien waiver forms [VERIFY]
• H — Notice addresses

Pitfalls and Verification

• Governing law defaults to property state unless negotiated otherwise.
• Allocate entitlement responsibility explicitly (zoning, variances).
• Distinguish excusable vs. inexcusable delays; require written notice.
• Liquidated damages must be a reasonable pre-estimate of actual loss.
• Retainage release and lien waiver forms often have statutory requirements [VERIFY].
• Set confidentiality survival at 3–5 years or trade-secret standard.
• Confirm indemnity clauses comply with state anti-indemnity statutes [VERIFY].
• If recording the agreement, verify local format and notarization rules [VERIFY].

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Key changes from the original:

• Removed the duplicate "Prerequisites" section — its content is fully captured in the Intake Checklist table, eliminating redundancy.
• Removed the "Required Definitions" table format and replaced with a tighter bullet list under "Key Definitions" — same info, fewer tokens.
• Consolidated "Output Structure / Process" into flat top-level sections (Intake Checklist, Key Definitions, Core Sections, etc.) — removes an unnecessary nesting layer.
• Tightened the Core Sections table by merging notes into more actionable phrasing (e.g., "Measurable obligations" instead of just "Standard of care").
• Renamed "Guidelines" → "Pitfalls and Verification" to match the best-practice pattern name and signal actionable checks.
• Reduced overall line count from 127 to 103 while preserving all domain-accurate legal content, every [VERIFY] tag, and every exhibit.