FLORIDA CONSTRUCTION SERVICES AGREEMENT
[Comprehensive Contract Template – Court-Ready]
[// GUIDANCE: This template is designed for Florida private (commercial or residential) vertical construction. It fully integrates Florida Construction Lien Law, payment-bond alternatives, and recommended retainage limits. Bracketed items MUST be customized before execution. Delete all guidance comments prior to finalization.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Scope of Work
3.2 Contract Time & Schedule
3.3 Contract Price; Retainage; Payment Procedures
3.4 Changes in the Work
3.5 Conditions Precedent - Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title and Parties
This Florida Construction Services Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [OWNER LEGAL NAME], a [state & entity type] having its principal place of business at [ADDRESS] (“Owner”), and
(b) [CONTRACTOR LEGAL NAME], a [state & entity type] holding Florida Contractor License No. [LICENSE #] and having its principal place of business at [ADDRESS] (“Contractor”).
1.2 Recitals
A. Owner is the fee simple owner of or has sufficient rights in certain real property located at [PROJECT ADDRESS], more particularly described in Exhibit A (the “Site”).
B. Owner desires to engage Contractor to perform the Work (as defined below) for construction of the improvements at the Site (the “Project”).
C. Contractor is duly qualified and willing to furnish all labor, materials, equipment, and services necessary to complete the Project in accordance with the Contract Documents (defined below).
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows.
2. DEFINITIONS
[Alphabetical; cross-referenced throughout]
“Application for Payment” – Contractor’s request for progress payment, in AIA G702/G703 format or other form acceptable to Owner, accompanied by conditional/unconditional lien waivers and supporting documentation.
“Change Order” – A written modification to the Contract Documents executed by Owner and Contractor pursuant to Section 3.4.
“Claim” – Any demand or assertion by a Party seeking adjustment, extension, or relief under the Agreement.
“Completion” – The stage when all Work is fully performed, final inspections passed, and a Final Certificate of Occupancy (or equivalent) is issued.
“Construction Lien Law” – Fla. Stat. ch. 713, pt. I, as amended (the “Lien Law”).
“Contract Documents” – This Agreement, the Plans and Specifications, Change Orders, Addenda, Exhibits, and all other documents listed in Exhibit B.
“Contract Price” – The lump-sum amount of $[CONTRACT PRICE] (subject to adjustments) payable to Contractor for full performance of the Work.
“Draw Schedule” – The mutually agreed schedule of values attached as Exhibit C.
“Notice” – A communication satisfying Section 9.3.
“Notice of Commencement” – The notice prepared by Contractor, executed by Owner, and recorded pursuant to Fla. Stat. § 713.13.
“Payment Bond” – A statutory bond meeting Fla. Stat. § 713.23 requirements, in the penal sum of 100% of the Contract Price, naming Owner as obligee.
“Project Schedule” – The critical-path bar/Gantt schedule attached as Exhibit D.
“Retainage” – The portion of each progress payment, not to exceed [RETAINAGE %]% (maximum 10%), withheld pursuant to Section 3.3.3.
“Substantial Completion” – The date certified by the design professional when the Work is sufficiently complete for its intended use, subject only to Punch-List items.
“Work” – All construction and related services, labor, materials, equipment, and supervision required by the Contract Documents.
3. OPERATIVE PROVISIONS
3.1 Scope of Work
3.1.1 Contractor shall diligently perform the Work in strict accordance with the Contract Documents, all applicable laws, codes, ordinances, and regulations, including but not limited to the Lien Law and Florida Building Code.
3.1.2 Contractor shall provide competent supervision, safety programs, qualified subcontractors, and adequate labor forces to meet the Project Schedule.
3.2 Contract Time & Schedule
3.2.1 Commencement. Contractor shall commence the Work within [___] days after the later of (i) issuance of the building permit and (ii) receipt of Notice to Proceed.
3.2.2 Substantial Completion. Substantial Completion shall occur no later than [SUBSTANTIAL COMPLETION DATE] (“SC Date”), subject to adjustments per Section 3.4 and Force Majeure (Section 7.4).
3.2.3 Liquidated Damages. If Substantial Completion is not achieved by the SC Date, Contractor shall pay Owner liquidated damages of $[LD AMOUNT] per calendar day, representing a reasonable pre-estimate of Owner’s damages.
3.3 Contract Price; Retainage; Payment Procedures
3.3.1 Contract Price. Owner shall pay Contractor the Contract Price in accordance with the Draw Schedule and this Section 3.3.
3.3.2 Progress Payments. On or before the [] day of each month, Contractor shall submit an Application for Payment for Work performed through the end of the preceding month. Owner shall pay approved amounts within [] days after receipt, less Retainage and any offsets.
3.3.3 Retainage. Owner shall withhold [RETAINAGE %]% (not to exceed ten percent (10%)) from each progress payment until fifty percent (50%) of the Work (based on Contract Price) is complete; thereafter Retainage shall be reduced to five percent (5%) until Substantial Completion, and released upon Final Completion and receipt of final lien waivers. [// GUIDANCE: Fla. Stat. § 255.078 sets retainage limits for public projects; the above percentages are market-standard for private projects.]
3.3.4 Lien Waivers. As a condition precedent to each payment, Contractor shall furnish (i) a conditional progress lien waiver from itself and each lower-tier lienor in the statutory form of Fla. Stat. § 713.20(4), and (ii) an unconditional waiver for the prior payment.
3.3.5 Final Payment. Final payment of the unpaid balance, including Retainage, shall be due within [___] days after (i) Final Completion, (ii) delivery of all close-out documents, (iii) submission of a Final Payment Application with final unconditional lien waivers, and (iv) expiration of the lien period or provision of a payment bond as alternate security.
3.4 Changes in the Work
3.4.1 Owner-Initiated Changes. Owner may order additions, deletions, or revisions by written Change Order. Adjustments to Contract Price or Contract Time shall be equitable and per Exhibit E (Pricing Protocol).
3.4.2 Concealed/Changed Conditions. Contractor shall promptly, and in any event within two (2) business days, notify Owner of differing subsurface or concealed conditions. No adjustment shall be made absent timely written notice.
3.5 Conditions Precedent
Work shall not commence until all of the following occur:
(a) Recording of the Notice of Commencement in the Official Records of [COUNTY], Florida;
(b) Delivery to Owner of the Payment Bond (unless waived in Section 7.2);
(c) Issuance of all required permits; and
(d) Delivery of satisfactory insurance certificates under Section 7.3.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations. Each Party represents that (i) it has full legal authority to enter into and perform this Agreement, and (ii) execution does not violate any other agreement.
4.2 Contractor’s Additional Representations. Contractor further represents and warrants that:
(a) It holds all required licenses, is solvent, and is experienced in projects of similar scope;
(b) The Work will be performed in a good and workmanlike manner, free of defects, and in compliance with the Contract Documents and applicable law;
(c) Title to all materials and equipment furnished passes to Owner free of liens upon incorporation into the Work;
(d) It will pay all subcontractors, suppliers, and laborers promptly and in accordance with the Lien Law;
(e) The Work will be free from defects for a warranty period of one (1) year from Substantial Completion (or longer as provided in the Contract Documents).
4.3 Survival. The representations, warranties, and guarantees in this Section 4 survive Final Completion and any termination of the Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Compliance With Laws & Lien Law Duties. Contractor shall:
(a) Prepare, obtain Owner’s signature, record, and post the Notice of Commencement;
(b) Post on-site copies of the building permit and Notice of Commencement;
(c) Provide a complete list of subcontractors/suppliers within ten (10) days after Contract execution;
(d) Promptly furnish copies of any Notices to Owner under Fla. Stat. § 713.06(2)(a);
(e) Discharge or bond off any Claim of Lien within five (5) business days after receipt of Notice; and
(f) Upon final payment, execute a Contractor’s Final Affidavit under Fla. Stat. § 713.06(3)(d).
5.2 Insurance. Contractor shall maintain at its sole expense the insurance coverages and minimum limits set forth in Exhibit F, on an occurrence basis, naming Owner and its lenders as additional insureds (CG 20 10 11 85 or equivalent) with primary and non-contributory wording.
5.3 Confidentiality. Contractor shall treat all Project information as confidential and shall obtain like agreements from its subcontractors.
6. DEFAULT & REMEDIES
6.1 Contractor Default. Each of the following constitutes a “Contractor Default”:
(a) Failure to prosecute the Work diligently or meet the Project Schedule;
(b) Failure to pay subcontractors when due;
(c) Failure to maintain required insurance or bonding;
(d) Filing of an involuntary or voluntary petition in bankruptcy;
(e) Abandonment of the Work;
(f) Uncured material breach of any term of the Agreement.
6.2 Notice & Cure. Owner shall give written Notice specifying the default. Contractor shall cure within seven (7) days (or such longer period as Owner may allow) after receipt. If Contractor fails to cure timely, Owner may (i) supplement Contractor’s forces, (ii) terminate for cause, (iii) take over the Work, and/or (iv) invoke any other remedy at law or in equity.
6.3 Owner Default. Owner’s failure to make undisputed payments within the time required constitutes an “Owner Default.” Contractor shall provide ten (10) days’ written Notice to cure before suspending the Work.
6.4 Termination for Convenience. Owner may, at any time, terminate the Agreement for convenience upon seven (7) days’ Notice. Contractor shall be paid (i) for Work executed, and (ii) reasonable demobilization costs, but not for anticipated profit on unperformed Work.
6.5 Attorneys’ Fees. The prevailing party in any dispute shall recover its reasonable attorneys’ fees, expert fees, and costs, including appeals.
7. RISK ALLOCATION
7.1 Indemnification
To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Owner, its affiliates, lenders, and consultants (the “Indemnitees”) from and against any and all claims, damages, losses, and expenses (including attorneys’ fees) arising out of or resulting from performance of the Work, but only to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of Contractor or persons under its control. [// GUIDANCE: Fla. Stat. § 725.06 regulates construction indemnities; ensure any insurance backing equals or exceeds the indemnity.]
7.2 Limitation of Liability
Notwithstanding any provision herein, Contractor’s aggregate liability to Owner for all claims arising out of the Agreement shall not exceed the Contract Price; provided, the foregoing cap shall not apply to (i) Contractor’s indemnity obligations for bodily injury or death, (ii) willful misconduct, or (iii) insurance proceeds available to satisfy such claims.
7.3 Insurance (see Exhibit F).
7.4 Force Majeure
A “Force Majeure Event” means an event beyond the reasonable control of the affected Party, including acts of God, governmental orders, and labor strikes (but excluding financial inability). The Contract Time shall be equitably adjusted for verified impacts; however, Contractor assumes all cost risk unless otherwise agreed in writing.
7.5 Payment Bond Option
7.5.1 Mandatory Bond. Unless waived below, Contractor shall furnish the Payment Bond before commencing the Work.
[__] Owner hereby waives the Payment Bond requirement, acknowledging the Project will be subject to lien rights under the Lien Law.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles.
8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Florida, and waive any objection to venue therein.
8.3 Optional Arbitration.
[__] Check if elected: Any Claim not resolved by the Parties within thirty (30) days shall be submitted to binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Waiver.
[__] IF PERMITTED BY LAW AND INITIALLED BY BOTH PARTIES, THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF THIS AGREEMENT.
8.5 Injunctive Relief. Nothing herein shall impair a Party’s right to seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction.
9. GENERAL PROVISIONS
9.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and signed by the Party against whom enforcement is sought.
9.2 Assignment. Contractor shall not assign this Agreement or delegate any duty without Owner’s prior written consent. Any attempted assignment in violation of this Section is void.
9.3 Notices. All Notices required or permitted shall be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses in Section 1.1, and deemed given upon delivery or refusal.
9.4 Severability. If any provision is held unenforceable, the remainder shall be enforced to the maximum extent possible, and the unenforceable provision reformed to effectuate its intent.
9.5 Integration. This Agreement, together with the Contract Documents, constitutes the entire agreement and supersedes all prior negotiations and representations.
9.6 Successors & Assigns. This Agreement binds and benefits the Parties and their permitted successors and assigns.
9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Electronic signatures are binding to the same extent as originals under Fla. Stat. § 668.50.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.
OWNER:
[OWNER LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
CONTRACTOR:
[CONTRACTOR LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
[Corporate Seals, if applicable]
[Notary Acknowledgments as required under Florida law]
EXHIBITS (List)
A. Legal Description of Site
B. Contract Documents
C. Draw Schedule
D. Project Schedule
E. Pricing Protocol & Change Order Forms
F. Insurance Requirements & Certificate Forms
G. Statutory Lien Waiver Forms
[// GUIDANCE: Attach current statutory lien waiver forms per Fla. Stat. § 713.20, payment bond form per § 713.23, and sample Notice of Commencement per § 713.13.]
END OF DOCUMENT