LETTER OF INTENT FOR DESIGN SERVICES AND BUILDING AGREEMENT

Date:
Project Description: ­­­­­­­­­­­­­­­­­­

Builder
SPOSEN SIGNATURE HOMES, LLC,
2311 Santa Barbara Blvd., 111
Cape Coral, FL 33991

Client
Name:
Address:
Phone:
Email:
Build Address:

The purpose of this Letter of Intent to Build and Design Service Agreement (the “LOI”) is to set forth the basic terms and conditions for finalizing architectural plans, specifications, budget and build contract for the proposed construction of a custom home (the “Model”) by Sposen Signature Homes, LLC (the “Builder”) for a custom home set forth on the Project Description above for the Client identified above.

*The Basic Terms of this Agreement are subject to the provisions of the General Terms and Conditions attached hereto and incorporated herein. The Basic Terms and General Terms and Conditions shall be referred to together as the “Agreement”.

Scope of Services

A. Design Concept Services:

1. During this phase of the project, the following shall occur:

1.1 FLOOR PLAN & ELEVATION: The proposed floor plan and elevation will be completed based off the information below. The final area is TBD on the final architectural plans.

1.2 PROPOSED BUDGET: A proposed budget will be provided based on the floor plan, elevation, and finishes. The parties understand the floor plan and elevations provide approximate sizes to prepare the budget and the proposed budget may be changed in proportion to changes in the measurements or for other changes requested by Client during the design process or mutually agreed to with the Builder. The proposed budget is an estimate until final selections and contract is signed and therefore is subject to change.

1.3 SELECTIONS & FINISHES: Client agrees to meet with Builders designer to pick out options and colors for builder to prepare final budget. Selection appointment will be scheduled upon completion of architectural drawings.

1.4 WORK TO BE PERFORMED BY BUILDER: The Builder shall perform all work necessary to provide the Client approved architectural plans and engineering with specifications that meet local requirements, final budget and a construction contract containing standard provisions that are customary to the locality and/or required by law that are acceptable to both the Builder and Client to construct the Model in accordance with the architectural plans and specifications on the Project Description set forth above. Structural aspects, such as ceiling heights, soffits / beam widths and depths, column sizes, etc., shown on the initial schematic design set are subject to change upon design and review from the engineer of record for the project. Efforts will be made to design within the initial parameters shown, however modifications will be made as needed to meet structural and building code requirements. The Builder will use its best efforts to complete this work within 60-90 days of the execution of this LOI.

1.5 INITIAL PAYMENT FOR SERVICES: Client agrees to compensate Builder an amount equal to $4.00 PSF of the total estimated square footage of the proposed Model. Half is due upon execution of this agreement and second half is due upon completion of architectural drawing being engineered and before plan is sent out for bid. By executing this LOI, Client authorizes Builder to use compensation to perform the work set forth in Section 1.4 above. Should Client not proceed with building upon completion of the work set forth in Sect ion 1.4 above for any reason, the compensation shall be retained by Builder as an offset for the costs of architectural drawings, engineering, artistic renderings, and general overhead associated with the planning and finalizing the feasibility of the project. If the compensation does not cover the costs of, architectural drawings, engineering, artistic renderings, and general overhead associated with the planning and finalizing the feasibility of the project, then Client agrees to remit to Builder the balance due on presentation of an invoice by Builder within 10 days. Should Client proceed to approve the final budget and execute a construction contract with Builder to construct the Model, the design costs will be included in the construction contract and compensation paid will be applied towards the final price set forth in the construction contract.

General Terms and Conditions

1. Services: Client hereby engages Builder to perform the services described in the Scope of Services set forth above.

2. Delays: Builder will not be liable to Client for any delay in commencing or completing the Services caused by Client, third parties, or any other matters not within the control of Builder.

3. Changes in Services: This Agreement is based on the Services described above. No changes or modifications to the Services shall be effective unless made in writing and signed by Client and Builder (“Changes”). All costs attributable to Changes may result in the estimate of the proposed budget to increase the final budget due to said requested changes.

4. Ownership and Use of Documents: All documents prepared by Builder are Instruments of Service for use exclusively with respect to this Project. The Builder shall be deemed the author and owner of the Instruments of Service and shall retain all common law, statutory, and other reserved rights, including copyrights with respect thereto. Builder grants Client a non-exclusive license to use the Instruments of Service for the completion of the Project conditioned upon Client executing a construction contract with Builder for the construction of the Model. The Instruments of Service shall not be used by Client in any other manner whatsoever, and Client is not permitted to share the same with any third party.

5. Indemnification: Client shall indemnify, defend and hold harmless Builder for any and all claims, loss, damage, liability, cost or expense (including reasonable attorneys’ fees) (collectively, “Liabilities”) arising from this Agreement or the Services except for Liabilities which are caused by the gross negligence or willful misconduct of Builder. The provisions of this section shall survive the termination of this Agreement.

6. Disputes: Any dispute or controversy relating to this Agreement or the performance of the Services shall be determined by arbitration in the State of Florida in accordance with the commercial arbitration rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party to such action shall be entitled to recover from the other party all costs and expenses incurred in connection therewith, including but not limited to arbitration fees, collection costs, and reasonable attorney’s fees.

7. Joint Liability: In the event that there are two or more Clients, this Agreement will be jointly and severally binding on each of them.

8. Non-Binding: This LOI does not and is not intended to contractually bind the parties to proceed with a construction contract. The parties shall not be contractually bound to a construction contract unless and until they enter into a formal, written construction contract, which must be inform and content satisfactory to each party in their sole discretion.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CLIENT                                                     BUILDER

Name: _________________________    Name: _______________________

Signature: ______________________    Signature: ____________________

Date: __________________________    Date: ________________________