Construction Contract - Alaska

CONSTRUCTION SERVICES AGREEMENT

(State of Alaska)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Agreement Title – Construction Services Agreement (“Agreement”).
2. Parties – This Agreement is entered into as of [Effective Date] (“Effective Date”) by and between [Owner Legal Name], a [state & entity type] (“Owner”), and [Contractor Legal Name], a [state & entity type] (“Contractor”).
3. Project & Site – Contractor shall perform construction services (the “Work”) for the project known as [Project Name/Description] located at [Project Address & Legal Description] (the “Site”).
4. Consideration – Owner agrees to pay Contractor the Contract Price (defined below) subject to the terms herein, and Contractor agrees to furnish all labor, materials, equipment, and services necessary to complete the Work.
5. Governing Law & Venue – This Agreement shall be governed by and construed in accordance with the laws of the State of Alaska. Subject to Section VIII, the parties submit to the jurisdiction of the Alaska state courts in [JUDICIAL DISTRICT], if that forum has jurisdiction over the dispute.

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the following meanings and apply equally to singular and plural forms.

“Change Order” – A written instrument signed by both Parties modifying the Work, Contract Price, or Contract Time.

“Claim” – Any demand, cause of action, lien, suit, or proceeding of any kind arising out of or relating to the Agreement.

“Contract Documents” – This Agreement, the Plans and Specifications, attachments, schedules, Change Orders, and any other documents listed in Exhibit A.

“Contract Price” – The lump-sum or guaranteed maximum price of $[Amount], subject to adjustments by Change Order.

“Contract Time” – The period commencing on the Notice to Proceed and expiring upon Final Completion (defined below).

“Final Completion” – The date on which (i) the Work is fully completed in accordance with the Contract Documents, (ii) all punch-list items are finished, (iii) all close-out deliverables are delivered, and (iv) Owner issues written acceptance.

“Force Majeure Event” – An event beyond the reasonable control of the affected Party, including acts of God, war, terrorism, labor strikes (excluding strikes of a Party’s own employees), epidemic or pandemic, governmental embargo, or lawful orders of governmental authorities.

“Indemnified Parties” – Owner, its lenders, affiliates, directors, officers, employees, agents, successors, and assigns.

“Lien Law” – Alaska’s mechanics’ lien statutes, rules, and related case law, as amended (collectively, the “AK Lien Law”).

“Notice” – A written communication delivered in accordance with Section IX.5.

“Payment Application” – Contractor’s request for progress payment per Section III.6.

“Retainage” – The portion of each progress payment withheld by Owner pursuant to Section III.7.

“Schedule of Values” – A cost breakdown of the Work approved by Owner for progress payment purposes.

“Substantial Completion” – The stage in the progress of the Work when the Project is sufficiently complete so that Owner can occupy or utilize the Work for its intended purpose, subject only to minor punch-list items.

“Work” – All construction and related services, labor, materials, equipment, supervision, and incidental services described in, or reasonably inferable from, the Contract Documents.

III. OPERATIVE PROVISIONS

1. Scope of Work
   Contractor shall diligently perform the Work in strict conformity with the Contract Documents and in accordance with industry best practices, all applicable laws, codes, and regulations.

2. Commencement & Completion
   a. Owner shall issue a written Notice to Proceed no later than [Date].
   b. Substantial Completion shall occur on or before [Date] (“Substantial Completion Date”).
   c. Final Completion shall occur within [Number] days after Substantial Completion.

3. Performance Standards
   a. All materials shall be new and of good quality.
   b. All labor shall be performed by qualified personnel.
   c. The Work shall be free from defects for a warranty period of [12] months from Final Completion.

4. Conditions Precedent
   a. Proof of Insurance per Section VII.4.
   b. Delivery of Payment and Performance Bonds, if required under Section III.5.
   c. Receipt of all permits and governmental approvals.

5. Payment & Performance Bonds
   a. Project type: ☐ private ☐ public building or public work of [STATE / POLITICAL SUBDIVISION] ☐ other [DESCRIBE]. For private work, bonds are required by this Agreement only if selected here: ☐ performance bond in the amount of $[AMOUNT] ☐ payment bond in the amount of $[AMOUNT] ☐ no contractual bond. For covered Alaska public work, the parties shall identify and provide the performance and payment bonds required by AS 36.25.010 and any applicable procurement terms before award; the statute's $100,000 threshold does not impose a bond requirement on a private project.
   b. The bond form, surety, obligee, delivery date and term are [DETAILS]. Any additional contractual security is [DETAILS OR NONE].

6. Contract Price & Payment Terms
   a. The Contract Price is subject to additions and deductions only by valid Change Order.
   b. Contractor shall submit monthly Payment Applications based on percentage of completion, supported by the Schedule of Values and, if requested, lien waivers and supplier affidavits.
   c. Owner shall pay undisputed amounts within [30] days after receipt of a complete and proper Payment Application.

7. Agreed Retainage
   a. Subject to any rule applicable to the selected project type, Owner may withhold [PERCENT OR NONE] of each progress payment as agreed retainage.
   b. Retainage shall be released under [PAYMENT MILESTONE AND DATE], with disputed amounts identified in writing. Lien waivers shall be coordinated with the payment actually made.

8. Taxes & Permits
   Contractor shall pay all sales, use, and other taxes, and secure all permits, licenses, inspections, and fees necessary for performance of the Work.

9. Change Orders
   a. Owner may order changes via a written Change Order.
   b. Contractor shall provide a written proposal within [5] business days of request.
   c. Absent agreement, equitable adjustments shall be resolved per Section VIII.

10. Notice of Right to Lien
    A claimant may give Owner or Owner's agent the optional notice of right to lien under AS 34.35.064 before furnishing labor, materials, services or equipment. That notice is distinct from a recorded claim of lien. The recording deadline for a claim of lien depends on completion, any recorded notice of completion and the claimant's earlier notice under AS 34.35.068; this Agreement does not set a universal 15-day period after first furnishing.

IV. REPRESENTATIONS & WARRANTIES

1. Authority – Each Party represents that it has full authority to enter into and perform under this Agreement.
2. Compliance with Laws – Contractor warrants that the Work shall comply with all applicable laws, codes, rules, regulations, and lawful orders, including OSHA and AK Lien Law.
3. Non-Infringement – Contractor’s methods and materials do not violate any patent, trademark, or other intellectual property right.
4. Solvency – Contractor is solvent and able to meet its financial obligations.
5. Survival – The representations and warranties shall survive Final Completion for [PERIOD], subject to applicable law governing enforcement of claims.

V. COVENANTS & RESTRICTIONS

1. Safety – Contractor shall maintain a safe Site and comply with all safety regulations.
2. Environmental – Contractor shall properly handle and dispose of all hazardous materials encountered or generated.
3. Records & Audit – Contractor shall keep complete cost records and grant Owner access upon reasonable notice.
4. Subcontracting – Subcontracts shall require subcontractors to be bound by terms no less protective of Owner than those herein.
5. Notice of Delay – Contractor shall promptly notify Owner of any event that may delay the Work within [48] hours.

VI. DEFAULT & REMEDIES

1. Contractor Events of Default
   a. Failure to prosecute the Work diligently;
   b. Failure to pay subcontractors or suppliers;
   c. Failure to resolve a valid lien arising from Contractor's nonpayment, to the extent Contractor is responsible for that lien;
   d. Insolvency or bankruptcy;
   e. Material breach of any provision of the Contract Documents.

2. Owner Events of Default
   a. Failure to make undisputed payments when due;
   b. Material breach of any provision of the Contract Documents.

3. Notice & Cure
   The non-defaulting Party shall deliver written Notice specifying the default. The defaulting Party shall have [7] days to cure monetary defaults and [14] days to cure non-monetary defaults, unless impracticable.

4. Remedies
   a. Suspend or terminate the Work (subject to Section IX.2);
   b. Employ other persons to complete the Work and back-charge Contractor;
   c. Offset amounts due;
   d. Seek specific performance, injunctive relief, or any other remedy available at law or equity;
   e. Recover attorney fees, expert fees, and costs incurred in enforcement.

VII. RISK ALLOCATION

1. Indemnification (Contractor Indemnifies)
   a. To the extent caused by Contractor's breach, negligence, wrongful conduct, or violation of law in performing the Work, Contractor shall indemnify, defend, and hold harmless the Indemnified Parties against third-party Claims, damages, losses, liens, fines, penalties, costs, and expenses, including reasonable attorney fees.
   b. This indemnity does not cover liability that AS 45.45.900 makes nonindemnifiable, including covered death, bodily injury, property injury, or design-defect loss arising from an Indemnified Party's sole negligence or wilful misconduct.

2. Limitation of Liability
   The total aggregate liability of either Party arising under this Agreement shall not exceed the Contract Price; provided, however, that the foregoing cap shall not apply to (i) Contractor’s indemnity obligations, (ii) Contractor’s obligations to obtain insurance or bonds, (iii) fraud or willful misconduct, or (iv) third-party bodily injury or property damage claims.

3. Consequential Damages
   Except for damages covered by insurance or indemnity, neither Party shall be liable for consequential, incidental, or special damages, including lost profits or loss of use.

4. Insurance
   Contractor shall maintain, at its sole expense and on an occurrence basis, at least:
   a. Commercial General Liability – $[1,000,000] per occurrence / $[2,000,000] aggregate;
   b. Workers’ Compensation – statutory limits;
   c. Employer’s Liability – $[500,000];
   d. Commercial Automobile Liability – $[1,000,000] combined single limit;
   e. Builder’s Risk (if Owner doesn’t provide) – full insurable value of the Work.
   Policies shall name Owner as additional insured (except Workers’ Compensation) and include waivers of subrogation in favor of Owner.

5. Force Majeure
   A Party affected by a Force Majeure Event shall provide written Notice within [5] days and shall be entitled to an equitable extension of Contract Time and, if the Force Majeure Event increases Contractor’s costs, an equitable adjustment of the Contract Price.

VIII. DISPUTE RESOLUTION

1. Initial Negotiation
   Senior executives with binding authority shall meet within [10] days after any dispute notice to attempt good-faith resolution.

2. Mediation
   If unresolved, the Parties shall participate in non-binding mediation administered by [Name ADR Provider] within [30] days after negotiation period.

3. Arbitration (Optional)
   [SELECT ONE AND DELETE THE OTHER]

• ☐ Selected – Any dispute not resolved by mediation shall be finally resolved by arbitration administered by [Provider] in accordance with its Construction Industry Rules. Judgment on the award may be entered in any court of competent jurisdiction.
• ☐ Not Selected – Proceed to Section VIII.4.

4. Litigation
   Unless arbitration is selected, disputes shall be resolved in the Alaska state courts in [JUDICIAL DISTRICT], if that forum has jurisdiction over the dispute. Each Party consents to that venue to the extent permitted by law.

5. Jury Trial Waiver (Optional)
   ☐ If Alaska counsel confirms an enforceable pre-dispute waiver for this transaction and the claims at issue, insert counsel-approved waiver language here: [COUNSEL-APPROVED LANGUAGE].
   ☐ No jury waiver selected.

6. Injunctive Relief
   Nothing herein shall limit a Party’s right to seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies to prevent irreparable harm.

IX. GENERAL PROVISIONS

1. Amendment; Waiver – No amendment or waiver is effective unless in writing and signed by the Party against whom enforcement is sought. A waiver on one occasion is not a waiver on any other occasion.

2. Termination for Convenience – Owner may, upon [7] days’ written Notice, terminate this Agreement for its convenience. Contractor shall be paid (i) for Work executed, (ii) reasonable demobilization costs, and (iii) reasonable, documented termination expenses, but not anticipated profits.

3. Assignment – Contractor may not assign or delegate its rights or obligations without Owner’s prior written consent, which may be withheld in Owner’s sole discretion.

4. Successors & Assigns – This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

5. Notices – All Notices must be in writing and delivered (i) by personal delivery; (ii) by nationally recognized overnight courier; or (iii) by certified mail, return receipt requested, to the addresses set forth below or as later designated. Notice is effective upon receipt or refused delivery.

6. Severability – If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the Parties shall negotiate a valid replacement provision that most closely matches the intent of the original.

7. Integration – The Contract Documents constitute the entire agreement between the Parties and supersede all prior discussions, negotiations, and agreements.

8. Counterparts; Electronic Signatures – This Agreement may be executed in counterparts, all of which together constitute one instrument. The Parties agree to conduct this transaction electronically and accept electronic signatures, subject to applicable requirements for attribution and legal effect.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Construction Services Agreement as of the Effective Date.

OWNER:
[Owner Legal Name]
By: _______________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________

CONTRACTOR:
[Contractor Legal Name]
By: _______________________________
Name: _____________________________
Title: _____________________________
Date: _____________________________

(Seal, if required)

[Optional Notary Acknowledgments]

EXHIBIT A – CONTRACT DOCUMENTS

[List drawings, specifications, addenda, change orders, schedules, and any other documents incorporated by reference.]