An outline from the design-builder's perspective of the issues that should be included in a complete design build contract.
- Nature of the relationship between the parties
- Owner's criteria for and definition of scope of project.
- List of Design-Builder's duties and responsibilities.
- Design.
- Construction.
- Optional services.
- List of Owner's duties and responsibilities.
- Clear list of information for which Owner is responsible and on which Design-Builder may rely.
- Responsibility for obtaining various permits.
- Subcontracting and purchase of equipment/materials.
- Scheduling and milestone dates.
- Owner's approval of initial schedule implied from submittal.
- Clear definition of completion milestones.
- Consequences of early/late completion.
- Change orders and claims procedures and entitlement.
- Appropriate unforseen conditions clause.
- Force Majeure clause.
- Consequences of owner's rejection of subcontract/subcontractor.
- Time limits for owner decisions and approvals.
- Standard of care for professional services.
- Professional services performed in accordance with standard of care.
- Limited responsibility for changes in codes or interpretations.
- Limited responsibility for issues arising out of the Americans With Disabilities Act.
- Construction and performance warranties.
- Limitations based on owner-supplied information/equipment/feedstock.
- Time limitations.
- Limitation to performance test (if applicable).
- Compensation.
- Amount/formula for payment.
- Progress Payment procedures.
- Substantial/Final completion procedures and consequences.
- Clauses to enforce payment.
- Interest and attorney's fees.
- Escrow of disputed sums.
- Limitation of right to audit to cost-plus/reimbursable items.
- Limitation of liability clauses.
- Limitation to fixed sum, percent of contract sum or formula.
- Limitation of liability to corporate entity.
- No liability for consequential damages.
- Exclusivity of remedies clause.
- Limitation of damages to insurance and waiver of subrogation.
- Reimbursement for design modifications -- threshold or deductible (cost-plus contracts only).
- No responsibility for pre-existing hazardous waste.
- Indemnity provision and limiting obligation to insurable risks.
- Ownership of plans.
- Limitations on use.
- Hard copy, not electronic medium, as official copy.
- Warranty/indemnity against copyright/patent infringement.
- Insurance provisions.
- Design-Builder's insurance.
- Builder's Risk insurance.
- Waiver of subrogation.
- Appropriate credit and publicity and use of project for promotional purposes.
- Dispute resolution.
- Step negotiations.
- Mediation.
- Arbitration.
- Termination provisions.
- By Design-Builder for cause.
- By Owner for cause.
- Premium for premature termination without cause.
- Consequences of temporary suspension.
- Legal boilerplate.
- Governing law.
- Integration clause.
- No waiver/severability clause.