CONSTRUCTION SERVICES AGREEMENT

(Connecticut – Private Project)

[// GUIDANCE: This template is designed for use on private construction projects located in the State of Connecticut. It is drafted to comply with Connecticut-specific lien notice requirements, retainage limits, and payment-bond rules while incorporating industry-standard risk-allocation and dispute-resolution provisions. Bracketed items are for user customization. Delete all guidance comments before final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Scope of Work
   3.2 Contract Documents
   3.3 Time for Performance
   3.4 Contract Price & Payment Terms
   3.5 Change Orders
   3.6 Conditions Precedent & Concurrent
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

THIS CONSTRUCTION SERVICES AGREEMENT (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [OWNER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Owner”); and
• [CONTRACTOR LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Contractor”).

WHEREAS, Owner desires to construct certain improvements on real property located at [PROJECT ADDRESS / LEGAL DESCRIPTION] (the “Project Site”); and

WHEREAS, Contractor is duly licensed and qualified to perform the construction services required for the Project and desires to furnish such services to Owner subject to the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

The following terms, when used with initial capital letters, shall have the meanings set forth below. Terms defined in the singular include the plural and vice versa.

“Applicable Law” – All federal, state, and local statutes, regulations, ordinances, building codes, and common-law requirements applicable to the Work, including, without limitation, Connecticut mechanic’s lien laws, payment-bond statutes, and retainage restrictions.

“Change Order” – A written amendment to this Agreement executed by both Parties in accordance with Section 3.5.

“Contract Documents” – Collectively, this Agreement, the Drawings, Specifications, approved Change Orders, and any other documents expressly incorporated herein.

“Contract Price” – The total amount payable to Contractor for the complete and proper performance of the Work, as set forth in Section 3.4, subject to adjustment only in accordance with this Agreement.

“Final Completion” – The date on which (a) the Work is fully completed in accordance with the Contract Documents, (b) all punch-list items are resolved, (c) all close-out deliverables are delivered, and (d) final payment requirements in Section 3.4(f) are satisfied.

“Force Majeure Event” – As defined in Section 7.4.

“Lien” – Any mechanic’s, materialman’s, or other statutory lien or security interest filed or asserted in connection with the Work or the Project Site.

“Notice” – Written notice given in accordance with Section 9.10.

“Project Schedule” – The schedule for performance of the Work, including milestones and the required date of Substantial Completion, as attached hereto as Exhibit [__].

“Retainage” – The portion of each progress payment withheld pursuant to Section 3.4(c).

“Substantial Completion” – The date certified by Owner’s Representative on which the Work is sufficiently complete in accordance with the Contract Documents so that Owner can occupy or utilize the Project for its intended purpose, subject only to minor punch-list items that do not materially interfere with such use.

“Work” – All labor, materials, equipment, services, and other obligations required of Contractor by the Contract Documents for completion of the Project.

[// GUIDANCE: Add any additional defined terms relevant to the specific Project, e.g., “Architect,” “Owner’s Representative,” etc.]

3. OPERATIVE PROVISIONS

3.1 Scope of Work

Contractor shall furnish all supervision, labor, materials, equipment, and services necessary to complete the Work in strict accordance with the Contract Documents. Contractor shall perform the Work (i) in a diligent, professional, and workmanlike manner, (ii) in compliance with Applicable Law, and (iii) in accordance with generally accepted construction industry standards.

3.2 Contract Documents

The Contract Documents are intended to be complementary; however, in the event of a direct conflict, the order of precedence shall be: (a) signed Change Orders; (b) this Agreement; (c) the Specifications; (d) the Drawings; and (e) other documents incorporated by reference.

3.3 Time for Performance

a. Commencement: Contractor shall commence the Work within [__] days after the later of (i) the Effective Date or (ii) receipt of a written Notice to Proceed from Owner.
b. Substantial Completion: Contractor shall achieve Substantial Completion no later than [DATE] (“Required Completion Date”), subject only to permitted extensions under this Agreement.
c. Delay: If Contractor is delayed by (i) Force Majeure Events, (ii) Owner-caused delays, or (iii) changes in Applicable Law enacted after the Effective Date, Contractor shall be entitled to an equitable time extension, provided that Contractor strictly complies with the notice and mitigation requirements herein. No monetary compensation for delay shall be owed unless specifically provided in a Change Order.

3.4 Contract Price & Payment Terms

a. Contract Price: Owner shall pay Contractor the Contract Price of $[AMOUNT], subject to additions and deductions by Change Order.
b. Schedule of Values: Contractor shall submit a schedule of values (SOV) acceptable to Owner before submitting its first application for payment.
c. Progress Payments & Retainage: Owner shall make monthly progress payments based on the percentage completion of the Work, less (i) Retainage not to exceed five percent (5%) of each payment, consistent with Connecticut law, and (ii) any amounts Owner is entitled to withhold under Section 6.3.
d. Lien Waivers: As a condition precedent to each progress payment, Contractor shall furnish conditional lien waivers from itself and all Subcontractors and suppliers for Work covered by the application. Upon receipt of payment, Contractor shall promptly provide corresponding unconditional waivers.
e. Release of Retainage: Retainage shall be released within [30] days following Substantial Completion, provided Contractor (i) has achieved Substantial Completion, (ii) has submitted all close-out deliverables, and (iii) is not in default.
f. Final Payment: Final payment shall be due within [45] days after Final Completion, conditioned upon delivery of (i) final unconditional lien waivers from Contractor and all tiers of Subcontractors, (ii) as-built drawings, warranties, O&M manuals, and other close-out documents, and (iii) evidence of satisfaction of all claims.

3.5 Change Orders

a. All changes in the Work, Contract Price, or Project Schedule shall be authorized only by a written Change Order executed by both Parties.
b. Contractor shall not proceed with changed or extra Work without a fully executed Change Order; unauthorized Work shall be at Contractor’s sole risk and expense.

3.6 Conditions Precedent & Concurrent

a. Bonds: If the Contract Price equals or exceeds $[THRESHOLD] or if otherwise required by Owner, Contractor shall furnish to Owner (i) a performance bond and (ii) a payment bond, each in the penal sum of 100% of the Contract Price and in a form satisfactory to Owner.
b. Insurance: Contractor shall procure and maintain insurance per Exhibit [INSURANCE], including commercial general liability, workers’ compensation, automobile liability, and builder’s risk as applicable.
c. Permits: Contractor shall obtain and pay for all permits, licenses, and inspections necessary for the proper execution and completion of the Work, except those explicitly designated as Owner’s responsibility in Exhibit [__].

4. REPRESENTATIONS & WARRANTIES

4.1 Contractor represents, warrants, and covenants that:
a. It is duly organized, validly existing, in good standing, and properly licensed to perform the Work in Connecticut.
b. The execution, delivery, and performance of this Agreement have been duly authorized.
c. The Work shall be free from defects in workmanship and materials and shall conform strictly to the Contract Documents and Applicable Law for a warranty period of [ONE (1)] year from Final Completion, or longer if required by the Contract Documents or Applicable Law.
d. It has the requisite experience, skill, personnel, and resources to timely and properly perform the Work.

4.2 Owner represents and warrants that:
a. It has good and marketable title to the Project Site and full authority to enter into and perform under this Agreement.
b. Sufficient funds are available to pay the Contract Price as and when due.

4.3 Survival: All representations and warranties shall survive Final Completion and any termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Contractor Covenants (Affirmative):
a. Compliance with Laws: Continuously comply with Applicable Law, including OSHA, environmental regulations, and Connecticut lien and retainage statutes.
b. Site Safety: Maintain a robust safety program and designate a competent safety representative on site at all times.
c. Lien Management: Promptly pay all Subcontractors and suppliers and prevent the filing or perfection of any Liens.

5.2 Contractor Covenants (Negative):
Contractor shall not assign this Agreement, subcontract major portions of the Work, or encumber Owner’s property without prior written consent of Owner.

5.3 Owner Covenants:
Provide timely access to the Project Site, furnish necessary information, and issue decisions promptly to avoid unreasonable delay.

6. DEFAULT & REMEDIES

6.1 Contractor Default: Each of the following constitutes a Contractor Event of Default:
a. Failure to supply sufficient labor, materials, or equipment;
b. Failure to achieve Substantial Completion by the Required Completion Date;
c. Failure to make payments to Subcontractors or suppliers when due;
d. Filing or assertion of a Lien contrary to Section 5.1(c);
e. Breach of any material covenant, representation, or warranty.

6.2 Owner Default: Owner’s failure to pay undisputed amounts within [30] days after receipt of a proper application for payment or other material breach of this Agreement.

6.3 Notice & Cure: The non-defaulting Party shall give written Notice to the defaulting Party specifying the Event of Default. The defaulting Party shall have: (i) three (3) Business Days to cure a safety violation; (ii) seven (7) Business Days to cure a monetary default; and (iii) ten (10) Business Days to cure any other default, or such longer period as is reasonably necessary provided diligent efforts are pursued.

6.4 Remedies:
a. Owner Remedies: Upon Contractor Default and failure to cure, Owner may (i) terminate for cause, (ii) supplement Contractor’s forces, (iii) withhold payments and apply them to cure, (iv) seek specific performance or injunctive relief, and (v) pursue all other remedies at law or equity, including recovery of reasonable attorney fees and costs.
b. Contractor Remedies: Upon Owner Default and failure to cure, Contractor may suspend the Work or terminate for cause and recover unpaid Contract Price, plus reasonable demobilization costs, subject to the limitation of liability in Section 7.2.
c. Mitigation: The non-defaulting Party shall use commercially reasonable efforts to mitigate damages.

7. RISK ALLOCATION

7.1 Indemnification

To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Owner, its lenders, and their respective officers, directors, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorney fees) arising out of or relating to (i) bodily injury, sickness, disease, or death of any person, (ii) damage to or destruction of property (other than the Work itself to the extent covered by Section 7.3), or (iii) violation of Applicable Law, in each case to the extent caused by the negligent acts or omissions or breach of this Agreement by Contractor, its Subcontractors, or anyone directly or indirectly employed by them.

7.2 Limitation of Liability

Except for (a) Contractor’s indemnity obligations under Section 7.1, (b) claims arising from gross negligence, willful misconduct, or fraud, and (c) liabilities that cannot be limited by law, Contractor’s aggregate liability to Owner under this Agreement shall not exceed the Contract Price.

7.3 Insurance Requirements

Contractor shall maintain, at its own expense, the insurance coverages set forth in Exhibit [INSURANCE], with insurers rated not less than A-/VII by A.M. Best. Policies shall name Owner and its lenders as additional insureds (CG 20 10 or equivalent) on a primary and non-contributory basis and include waivers of subrogation in favor of Owner.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance caused solely by events beyond its reasonable control and without its fault or negligence, including acts of God, war, terrorism, riot, embargo, fire, or governmental action (“Force Majeure Event”). The affected Party shall promptly give Notice detailing the Force Majeure Event, mitigate its impact, and resume performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to conflict-of-law principles.

8.2 Forum Selection

Except as provided in Section 8.3, the Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Connecticut, and waive any objection based on forum non conveniens.

8.3 Arbitration (Optional)

[CHECK ONE] ☐ Arbitration Elected  ☐ Arbitration Declined

If arbitration is elected, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Construction Industry Arbitration Rules. The arbitral tribunal shall consist of a single arbitrator with at least ten (10) years’ experience in construction law. The place of arbitration shall be [CITY], Connecticut. Judgment upon the award may be entered in any court of competent jurisdiction. Nothing herein shall preclude a Party from seeking interim or injunctive relief in any court of competent jurisdiction.

8.4 Jury Waiver (Optional)

[CHECK ONE] ☐ Jury Trial Waived  ☐ Jury Trial Not Waived

If waived, the Parties hereby knowingly, voluntarily, and irrevocably waive any right to a trial by jury in any action or proceeding arising out of this Agreement.

8.5 Injunctive Relief

Nothing in this Section shall limit either Party’s right to seek injunctive or other equitable relief to prevent irreparable harm pending the resolution of any dispute.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers: No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver on one occasion shall not constitute a waiver of any subsequent breach.

9.2 Assignment: Neither Party may assign, delegate, or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Owner may assign its rights to a lender as collateral security without Contractor’s consent.

9.3 Successors & Assigns: This Agreement shall inure to the benefit of and be binding upon the Parties and their respective permitted successors and assigns.

9.4 Severability: If any provision herein is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be interpreted to fulfill its intended economic purpose to the extent permitted by law.

9.5 Integration/Merger: This Agreement, together with the Contract Documents, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral.

9.6 Counterparts; Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and portable document format (PDF) copies bearing signatures shall be deemed originals.

9.7 No Third-Party Beneficiaries: Except as expressly provided herein, nothing in this Agreement is intended to confer any rights or remedies upon any person other than the Parties.

9.8 Confidentiality: Contractor shall keep confidential all proprietary information of Owner obtained in connection with the Work and shall not disclose such information without Owner’s prior written consent.

9.9 Compliance with Employment Laws: Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or veteran status and shall comply with all Applicable Law relating to fair employment practices.

9.10 Notices: All Notices shall be in writing and delivered (i) by hand with signed receipt, (ii) by nationally recognized overnight courier with tracking, or (iii) by certified mail, return receipt requested, to the addresses set forth below (or such other address as a Party may designate by Notice). Notices shall be effective upon receipt.

Owner:
Attn: [NAME / TITLE]
Address: [ADDRESS]

Contractor:
Attn: [NAME / TITLE]
Address: [ADDRESS]

10. 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: _________

[NOTARY ACKNOWLEDGMENT BLOCKS, if required by local practice]

[// GUIDANCE:
1. Attach Exhibits (Drawings, Specifications, Project Schedule, Insurance Requirements, etc.).
2. Review Connecticut’s current mechanic’s lien notice forms and service requirements; append sample statutory notices as an exhibit if desired.
3. Confirm Retainage percentage complies with any future statutory changes before issuance.
4. For public or quasi-public projects, review Connecticut payment-bond thresholds and adapt Section 3.6(a).
5. Delete optional provisions or bracketed selections that do not apply and renumber sections accordingly. ]