Construction Contract

FLORIDA PRIVATE COMMERCIAL CONSTRUCTION SERVICES AGREEMENT

Scope gate: This form is limited to a privately owned commercial project.
Do not use it for a public project or for construction, improvement, repair,
or remodeling of a residence containing four or fewer units. Counsel must
select a different form if the classification below is not confirmed.

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. 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

4. Representations & Warranties

5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. 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 supporting documents and any payment-coordinated Florida progress waiver or release selected under Section 3.3.4.

“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 current notice selected and completed under Fla. Stat. § 713.13. Owner or Owner's authorized agent is responsible for recording and posting it; Owner must sign it as required by subsection (1)(g).

“Payment Bond” – A bond selected in Section 7.5. A bond intended to exempt Owner under Fla. Stat. § 713.23 must be furnished before construction in at least the original Contract Price and coordinated with the Notice of Commencement.

“Project Schedule” – The critical-path bar/Gantt schedule attached as Exhibit D.

“Retainage” – The negotiated portion, if any, of a progress payment withheld under Section 3.3.3 after counsel reviews the project classification and controlling payment rules.

“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. ☐ No retainage. ☐ Owner may retain [____]% / $[____] from each progress payment. Any reduction, release event, permitted withholding ground, and payment date must be stated in Exhibit C after counsel confirms the rules governing this private commercial project. This Agreement does not import a public-project ten-percent/five-percent schedule.
3.3.4 Lien Waivers and Releases. For each payment, Contractor shall identify every lienor from whom Owner requests a waiver or release and coordinate the instrument with the actual progress or final payment. Use the current Fla. Stat. § 713.20 progress-payment or final-payment form as applicable. No advance waiver is required. A lienor receiving a check may condition the waiver or release on payment of the check as provided by § 713.20(7).
3.3.5 Final Payment. Final payment of the unpaid balance, including any Retainage, shall be due within [___] days after (i) Final Completion, (ii) delivery of all close-out documents, (iii) submission of a complete Final Payment Application, (iv) delivery of Contractor's final payment affidavit under Fla. Stat. § 713.06(3)(d)1., and (v) delivery of payment-coordinated final waivers or releases selected under Section 3.3.4.

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) Owner's recording and posting of the Notice of Commencement when required by Fla. Stat. § 713.13;
(b) Delivery and recording coordination of any Payment Bond selected in Section 7.5;
(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) Give Owner the contractor, surety, scope, price, and schedule information needed to prepare the Notice of Commencement; Owner retains the statutory signature, recording, and posting responsibility;
(b) Keep the permit and posted Notice of Commencement available at the Project as required by the permitting authority and current law;
(c) Provide and update a complete list of subcontractors and suppliers under the contractual schedule in Exhibit H;
(d) Promptly give Owner copies of every Notice to Owner or bond notice Contractor receives and maintain a payment-and-notice log;
(e) Within [____] days after written notice of a recorded Claim of Lien, take the contractual response selected in Exhibit H: [authorized release / transfer security / bond response / contest / other]. This is a negotiated response period, not a five-day statutory rule; and
(f) Before final payment becomes due, deliver the final payment affidavit required by Fla. Stat. § 713.06(3)(d)1.

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) Abandonment of the Work;
(e) 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. ☐ No contractual fee shifting. ☐ The fee rule in Exhibit I applies after Florida counsel confirms its scope, reciprocity, forum, and enforceability. No prevailing-party entitlement is created unless Exhibit I is completed and incorporated.

7. RISK ALLOCATION

7.1 Indemnification

To the fullest extent permitted by Fla. Stat. § 725.06, Contractor shall indemnify and hold harmless Owner and the additional indemnitees identified in Exhibit F from third-party claims for bodily injury or property damage, but only to the extent caused by the negligence, recklessness, or intentional misconduct of Contractor, its subcontractors, or persons they employ or use. Any defense duty, any coverage of an indemnitee's act or omission, and any monetary limitation must be stated in Exhibit F and satisfy § 725.06. No clause covers an indemnitee's gross negligence or willful, wanton, or intentional misconduct.

7.2 Limitation of Liability

☐ No contractual liability cap. ☐ The claim-specific cap and carve-outs in Exhibit F apply after counsel reviews the claim type, insurance, indemnity, payment obligations, fraud, gross negligence, willful misconduct, lien obligations, and liabilities that cannot be limited. The Contract Price is not a default cap.

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 Selection

☐ No payment bond is required by this Agreement; counsel has documented the resulting lien-risk plan in Exhibit H.

☐ Contractor shall furnish a payment bond intended to comply with Fla. Stat. § 713.23 before construction. The penal sum is at least the original Contract Price, the surety is authorized in Florida, the bond conditions are reviewed against the statute, and a copy will be attached when the Notice of Commencement is recorded.

☐ A lender-required or other negotiated bond applies. Exhibit H states the governing instrument, amount, surety qualifications, beneficiaries, notices, claim procedure, and effect on lien rights. It must not be labeled a § 713.23 bond unless it satisfies that section.

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. ☐ No exclusive forum is selected. ☐ Subject to counsel's venue and enforceability review, the forum stated in Exhibit I applies: [________________________________].

8.3 Optional Arbitration. ☐ No arbitration. ☐ Exhibit I contains the parties' counsel-approved arbitration agreement, including administrator, rules, seat, scope, interim relief, discovery, costs, remedies, award, and judicial-enforcement terms.

8.4 Jury Trial. No contractual jury waiver is included.

8.5 Interim Relief. Any temporary or preliminary relief must be sought in a forum with jurisdiction and in a manner consistent with the completed arbitration and forum elections in Exhibit I.

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 a provision is held unenforceable, the remaining provisions continue only to the extent they can operate consistently with the parties' lawful agreement. No automatic judicial reformation is requested.

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. The parties may use counterparts and an electronic-signature process only after counsel confirms that the selected transaction, records, consents, delivery method, and retention process satisfy current law and project requirements.

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 or acknowledgments only if counsel or a controlling project document requires them]

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. Current Fla. Stat. § 713.20 Progress and Final Waiver/Release Forms
H. Lien, Notice of Commencement, Payment Bond, and Lower-Tier Payment Matrix
I. Dispute, Forum, Arbitration, and Fee Election

SOURCES AND REFERENCES

• Fla. Stat. § 713.06 — notices to owner, proper payments, and contractor's final payment affidavit
• Fla. Stat. § 713.13 — notice of commencement
• Fla. Stat. § 713.20 — waiver and release of lien
• Fla. Stat. § 713.23 — payment bond
• Fla. Stat. § 725.06 — construction-contract indemnification limits

END OF DOCUMENT