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:

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:

Milestone Schedule Template

Payment Terms Template

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].

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.