Construction Contract - Colorado

CONSTRUCTION SERVICES AGREEMENT

(Colorado—Comprehensive Lien-Compliant Form)

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

1.1 Title. Construction Services Agreement (“Agreement”).

1.2 Effective Date. [EFFECTIVE DATE]

1.3 Parties.
a. Owner: [OWNER LEGAL NAME], a [STATE] [ENTITY TYPE] (“Owner”).
b. Contractor: [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE] (“Contractor”).

1.4 Recitals.
a. Owner desires to engage Contractor to furnish labor, materials, equipment, and services for the project described herein.
b. Contractor represents that it is qualified and holds every state trade license and local contractor license or registration applicable to the Work and the Project location.
c. In consideration of the mutual covenants herein, the Parties agree as follows.

II. DEFINITIONS

The following terms, listed alphabetically, shall have the meanings set forth below. Capitalized terms not defined in this Section have the meanings assigned elsewhere in the Agreement.

“Change Order” — A written modification to the Scope of Work executed in accordance with Section 3.5.

“Completion” — Substantial completion of the Work such that the Project may be occupied or utilized for its intended purpose, as certified by the Architect/Engineer or Owner’s Representative.

“Contract Price” — The not-to-exceed amount of [CONTRACT PRICE] payable to Contractor for full performance of the Work, subject to adjustments under this Agreement.

“Lien Law” — Colorado mechanics’ lien statutes, Colo. Rev. Stat. §§ 38-22-101 et seq., and all related regulations.

“Notice of Intent” — The statutory Notice of Intent to File Lien required at least ten (10) days before recording a mechanic’s lien statement pursuant to C.R.S. § 38-22-109(3).

“Payment Bond” — A public-works payment bond or other acceptable surety meeting applicable requirements of C.R.S. §§ 38-26-105 and 38-26-106, or a bond contractually required by Owner for a private Project.

“Project” — The construction of [PROJECT DESCRIPTION] located at [PROJECT ADDRESS] (“Site”).

“Retainage” — The portion of each Progress Payment withheld by Owner pursuant to Section 3.3, not to exceed five percent (5%) of the amount due or such lower percentage as required by applicable law.

“Scope of Work” or “Work” — All labor, materials, equipment, and services described in Exhibit A.

III. OPERATIVE PROVISIONS

3.1 Engagement. Owner hereby engages Contractor to perform, and Contractor agrees to perform, the Work in strict accordance with this Agreement and all applicable laws.

3.2 Schedule.
a. Commencement Date: [START DATE]
b. Required Completion Date: [SUBSTANTIAL COMPLETION DATE]

3.3 Payment Terms.
a. Progress Payments. Owner shall pay Contractor monthly, within ☐ days after receipt of an undisputed Application for Payment.
b. Retainage. Owner may withhold Retainage not exceeding the percentage stated in Section 3.3(a). Retainage shall be released upon Final Completion and receipt of all lien waivers.
c. Interest on Late Payments: [RATE—e.g., lower of 1.0% per month or maximum allowed by law].

3.4 Lien Waivers. As a condition precedent to each payment, Contractor shall deliver partial lien waivers from itself and all lower-tier subcontractors and suppliers covering Work paid to date, and a final unconditional lien waiver prior to final payment.

3.5 Change Orders. Adjustments to the Contract Price or Schedule require a fully executed Change Order. Verbal or unsigned directives shall not bind Owner.

3.6 Conditions Precedent. Owner’s payment obligations are conditioned on (i) Contractor’s compliance with Section 5.4 (Insurance), (ii) delivery of the Payment Bond if required, and (iii) absence of any uncured Event of Default.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that it has full power and authority to enter into and perform this Agreement.

4.2 Contractor’s Representations. Contractor warrants that:
a. it holds every state trade license and local contractor license or registration applicable to the Work, including Title 12, Article 115 for electrical work or Article 155 for plumbing work when applicable;
b. the Work will be performed in a good and workmanlike manner, free from defects, and in compliance with all codes and regulations;
c. materials furnished shall be new and of good quality; and
d. the Warranty Period shall extend for [ONE (1) / TWO (2)] years from Final Completion.

4.3 Survival. The warranties in this Section survive Completion for the Warranty Period and are in addition to any statutory warranties.

V. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws. Contractor shall comply with all federal, state, and local laws, including the Lien Law, Colorado’s trust-fund statute (C.R.S. § 38-22-127), safety regulations, and environmental requirements.

5.2 Payment Bond.
a. For public work, Contractor shall furnish any bond or other acceptable surety required by C.R.S. §§ 38-26-105 and 38-26-106 and the procurement documents. Under § 38-26-106(1), the statutory penal sum is generally not less than one-half of the total amount payable under the contract; applicable thresholds and public-owner requirements must be checked for the Project. For a private Project, Owner may require a Payment Bond in the amount of [PERCENTAGE OR PENAL SUM], naming Owner as obligee.
b. Failure to provide the bond within ☐ days of the Effective Date constitutes an Event of Default.

5.3 Insurance. Contractor shall maintain insurance per Exhibit B, including Commercial General Liability with limits not less than [LIMITS] and statutory workers’ compensation coverage.

5.4 Notice Obligations. Contractor shall provide written notice to Owner within five (5) days of any (i) lower-tier payment dispute, (ii) Notice of Intent received or issued, or (iii) other potential lien claim affecting the Project.

5.5 Access & Inspection. Owner may inspect the Work at any time on reasonable notice; Contractor shall provide safe access and rectify non-conforming Work promptly at its sole cost.

VI. DEFAULT & REMEDIES

6.1 Events of Default.
a. Failure to prosecute Work diligently or achieve milestones;
b. Failure to pay subcontractors or suppliers when due;
c. Failure to maintain required insurance or bonds;
d. Filing of any mechanic’s lien or Notice of Intent by Contractor or its sub-tiers;
e. Insolvency or bankruptcy proceedings;
f. Material breach of any representation, warranty, or covenant.

6.2 Notice & Cure. Owner shall give written notice specifying the default. Contractor shall cure within seven (7) days unless a shorter statutory period applies.

6.3 Owner’s Remedies. If Contractor fails to cure, Owner may, without prejudice to other rights:
a. supplement Contractor’s workforce and back-charge actual costs;
b. withhold payments, including Retainage;
c. terminate for cause under Section 6.4;
d. seek specific performance or injunctive relief;
e. recover reasonable attorneys’ fees and costs.

6.4 Termination.
a. For Cause. Upon written notice, Owner may terminate and complete the Work, charging excess completion costs to Contractor.
b. For Convenience. Owner may terminate without cause on ten (10) days’ notice; Contractor shall be paid for Work satisfactorily performed plus reasonable demobilization costs, but no anticipated profits.

VII. RISK ALLOCATION

7.1 Indemnification. Contractor shall indemnify Owner for third-party claims for bodily injury, death, or property damage arising from the Work, including reasonable attorney fees and defense costs to the extent allowed by law, only up to the degree or percentage of negligence or fault attributable to Contractor or Contractor's agents, representatives, subcontractors, or suppliers. Contractor has no obligation under this Section to indemnify, insure, or defend Owner for liability caused by Owner's negligence or fault or that of a third party under Owner's control or supervision.

7.2 Limitation of Liability. To the extent permitted by law, the aggregate liability of Owner to Contractor for direct damages shall not exceed the Contract Price, and neither Party shall be liable for consequential or punitive damages. For a claim arising out of residential property governed by the Colorado Construction Defect Action Reform Act, this Section does not waive or limit the Owner's legal rights, remedies, or damages under that Act or the Colorado Consumer Protection Act where C.R.S. § 13-20-806(7) prohibits such a waiver or limit.

7.3 Force Majeure. Neither Party is liable for delay or failure caused by events beyond its reasonable control (e.g., acts of God, governmental actions, labor strikes), provided the affected Party gives prompt notice and mitigates impact.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by the internal laws of the State of Colorado, without regard to conflict-of-law principles.

8.2 Forum Selection. State courts located in [COUNTY, CO] shall have exclusive jurisdiction, subject to Section 8.3.

8.3 Arbitration. [CHECK ONE]
☐ (a) Mandatory binding arbitration under the Construction Industry Rules of the American Arbitration Association (“AAA”), with the seat in [CITY, CO].
☐ (b) Arbitration optional; either Party may elect by written notice.
☐ (c) No arbitration (default—litigation only).

8.4 Jury Waiver. [INCLUDE / DELETE] The Parties knowingly waive trial by jury for any dispute arising out of this Agreement.

8.5 Injunctive Relief. Each Party acknowledges that monetary damages may be inadequate. Either Party may seek temporary or permanent injunctive relief, subject to the court's requirements.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. Failure to enforce any provision is not a waiver.

9.2 Assignment. Contractor may not assign this Agreement or subcontract the whole of the Work without Owner’s prior written consent.

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

9.4 Severability. If any provision is held invalid, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.

9.5 Integration. This Agreement, together with its exhibits and any executed Change Orders, constitutes the entire agreement and supersedes all prior understandings.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original. Electronic signatures are binding to the same extent as originals.

X. EXECUTION BLOCK

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

[Optional Notary Acknowledgments per C.R.S. § 24-21-515]

Exhibits

Exhibit A – Scope of Work and Specifications
Exhibit B – Insurance Requirements
Exhibit C – Schedule of Values & Payment Schedule
Exhibit D – Sample Lien Waiver Forms