CONSTRUCTION SERVICES AGREEMENT

(State of Georgia)

[// GUIDANCE: This template is drafted to comply with Georgia construction-law requirements, including lien notice provisions, payment bond rules, and retainage limitations. All bracketed items must be completed or revised before execution.]

TABLE OF CONTENTS

1. Definitions
2. Engagement; Scope of Work
3. Contract Price; Retainage; Payment Procedure
4. Schedule; Milestones; Time of the Essence
5. Change Orders
6. Site Access; Owner-Furnished Information
7. Permits; Compliance With Laws
8. Bonds, Insurance & Risk of Loss
9. Lien Rights; Waivers; Georgia Lien Law Compliance
10. Representations & Warranties
11. Covenants
12. Default
13. Remedies
14. Indemnification
15. Limitation of Liability
16. Force Majeure
17. Dispute Resolution
18. General Provisions
19. Execution & Notary Acknowledgment

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined shall have the meanings ascribed in the Section where first used.

“Agreement” means this Construction Services Agreement, including all Exhibits and Change Orders.

“Applicable Law” means all federal, state, and local statutes, regulations, ordinances, and codes, including without limitation the Georgia Mechanics and Materialmen’s Lien Act, O.C.G.A. § 44-14-361 et seq.

“Change Order” means a written document executed by both Parties modifying the Work, Contract Price, Schedule, or other terms.

“Contract Price” means the total compensation payable to Contractor for satisfactory completion of the Work, as set forth in Section 3.1.

“Contractor” means [CONTRACTOR LEGAL NAME], a [STATE] [Entity Type] having its principal place of business at [ADDRESS].

“Day” means a calendar day unless expressly stated otherwise.

“Effective Date” means the date on which this Agreement is last executed by the Parties.

“Lien Waiver” means a conditional or unconditional waiver and release of lien rights in the form compliant with O.C.G.A. § 44-14-366.

“Owner” means [OWNER LEGAL NAME], a [STATE] [Entity Type] having its principal place of business at [ADDRESS].

“Party” and “Parties” mean Owner and/or Contractor, as the context requires.

“Project” means the construction project located at [PROJECT ADDRESS / LEGAL DESCRIPTION].

“Retainage” has the meaning assigned in Section 3.3.

“Schedule” means the chronological milestones for completion of the Work, attached as Exhibit B.

“Subcontractor” means any person or entity, of any tier, engaged by Contractor to perform any portion of the Work.

“Work” means the labor, services, materials, equipment, and other activities to be performed by Contractor as more particularly described in Exhibit A (Scope of Work), together with all Change Orders.

2. ENGAGEMENT; SCOPE OF WORK

2.1 Engagement. Owner hereby engages Contractor, and Contractor accepts such engagement, to perform the Work in accordance with (i) this Agreement, (ii) the Contract Documents listed in Exhibit C, and (iii) Applicable Law.

2.2 Independent Contractor. Contractor is an independent contractor and shall not be deemed an employee, agent, joint venturer, or partner of Owner.

2.3 Standard of Performance. Contractor shall perform the Work (a) in a good and workmanlike manner; (b) in accordance with the highest industry standards applicable to similar projects in Georgia; and (c) so that the Work is free from defects in materials and workmanship for a period of [ONE (1)] year after Substantial Completion.

3. CONTRACT PRICE; RETAINAGE; PAYMENT PROCEDURE

3.1 Contract Price. Owner shall pay Contractor the Contract Price of $[AMOUNT] (the “Contract Price”), subject to additions or deductions by Change Order.

3.2 Schedule of Values & Invoices. Before the first payment application, Contractor shall submit a Schedule of Values apportioning the Contract Price among labor, materials, and other cost categories. Contractor shall submit monthly payment applications in AIA-style format or other form reasonably acceptable to Owner.

3.3 Retainage. Owner shall withhold retainage (“Retainage”) in an amount equal to ten percent (10%) of each progress payment until fifty percent (50%) of the Work is satisfactorily complete, after which Retainage shall be reduced to five percent (5%). Retainage shall not exceed the limits permitted under Georgia law for private projects. Retainage shall be released within thirty (30) Days after Final Completion and acceptance, subject to Section 9.3.
[// GUIDANCE: Modify percentages if the Project is a public works contract governed by Georgia’s “Little Miller Act”; for most state contracts, retainage is capped at 10% until 50% completion, then 5%.]

3.4 Payment Due Dates. Owner shall, within ten (10) Days after receipt of each properly documented payment application, approve or reject the application in writing. Approved sums are due within twenty (20) Days of approval.

3.5 Conditions Precedent to Payment. As a condition precedent to payment, Contractor shall deliver (a) partial or final Lien Waivers from itself and Subcontractors, (b) certified payroll reports if applicable, (c) evidence of continued insurance coverage, and (d) any other documentation reasonably requested by Owner.

3.6 Failure to Pay. If Owner fails to make any undisputed payment when due, Contractor may, after seven (7) Days’ written notice, suspend Work until payment is received, in addition to any other remedies available.

4. SCHEDULE; MILESTONES; TIME OF THE ESSENCE

4.1 Commencement. Contractor shall commence the Work within [___] Days after the Effective Date or issuance of a Notice to Proceed, whichever occurs later.

4.2 Substantial & Final Completion. Contractor shall achieve (a) Substantial Completion no later than [DATE], and (b) Final Completion within [___] Days thereafter.

4.3 Delays. Contractor shall notify Owner in writing within three (3) Days of any event that may delay the Schedule. No extension shall be granted unless authorized by Change Order.

5. CHANGE ORDERS

5.1 Owner-Requested Changes. Owner may request changes in the Work. Contractor shall promptly provide a written proposal stating cost and schedule impacts.

5.2 Contractor-Requested Changes. Contractor may request modifications due to unforeseeable site conditions or other factors. No change shall be binding until a Change Order is executed.

5.3 Pricing of Changes. Adjustments shall be on a lump-sum, unit-price, or time-and-materials basis as agreed.

6. SITE ACCESS; OWNER-FURNISHED INFORMATION

6.1 Site Access. Owner shall provide Contractor reasonable access to the Project site and areas for storage and staging.

6.2 Owner Information. Owner shall furnish surveys, reports, and other information reasonably required. Contractor may rely on such information except to the extent Contractor knew or should have known of inaccuracies.

7. PERMITS; COMPLIANCE WITH LAWS

7.1 Permits & Fees. Contractor shall obtain and pay for all permits, licenses, inspections, and governmental fees necessary to perform the Work.

7.2 Legal Compliance. Contractor shall comply with all Applicable Laws, including but not limited to (a) the Georgia Lien Act (O.C.G.A. § 44-14-361 et seq.), (b) OSHA and state safety regulations, and (c) environmental regulations.

7.3 Immigration Compliance (if public contract). For public contracts, Contractor shall provide the E-Verify affidavit required by O.C.G.A. § 13-10-91.

8. BONDS, INSURANCE & RISK OF LOSS

8.1 Payment & Performance Bonds. If the Contract Price exceeds $[THRESHOLD] or if otherwise required by Owner, Contractor shall furnish (a) a performance bond and (b) a payment bond in the penal sum of 100% of the Contract Price, in forms conforming to O.C.G.A. § 13-10-60 et seq.
[// GUIDANCE: Georgia’s Little Miller Act mandates such bonds for most public works projects exceeding $100,000. For private projects, bonding is negotiable.]

8.2 Insurance. Contractor shall maintain the coverages set forth in Exhibit D, naming Owner as an additional insured on ISO CG 20 10 11 85 or equivalent.

8.3 Risk of Loss. Except as otherwise provided, risk of loss remains with Contractor until Final Completion and acceptance.

9. LIEN RIGHTS; WAIVERS; GEORGIA LIEN LAW COMPLIANCE

9.1 Notice of Commencement. Within fifteen (15) Days after commencing Work, Owner shall record and post a Notice of Commencement in accordance with O.C.G.A. § 44-14-361.1 and provide a copy to Contractor.

9.2 Preliminary Notices. Contractor shall require each Subcontractor and material supplier to furnish a Notice to Contractor/Owner (if required) within thirty (30) Days of first furnishing labor or materials.

9.3 Conditional Waivers & Releases. As a condition to each progress payment, Contractor shall deliver properly executed conditional lien waivers. Upon receipt of payment, Contractor shall deliver unconditional waivers. Owner may withhold payment amounts sufficient to discharge any liens filed of record.

9.4 Bond to Discharge Lien. Owner may, at its option, bond off any lien pursuant to O.C.G.A. § 44-14-364, and the amount bonded shall be deducted from amounts otherwise due Contractor until lien discharge is confirmed.

10. REPRESENTATIONS & WARRANTIES

Contractor represents and warrants that:

a. It is duly organized, validly existing, and in good standing under the laws of its state of organization and authorized to do business in Georgia.
b. It has examined the Site conditions and Contract Documents and is fully informed of all conditions that may affect the Work.
c. All materials and equipment furnished shall be new and of good quality unless otherwise specified.
d. The Work shall conform to the requirements of this Agreement and be free of defects in materials and workmanship for the Warranty Period defined in Section 2.3.
e. It possesses and shall maintain all licenses required to perform the Work.

The representations and warranties shall survive Final Completion for the greater of (i) the Warranty Period or (ii) any statutory period prescribed by Applicable Law.

11. COVENANTS

11.1 Safety. Contractor shall implement safety programs compliant with OSHA and state regulations and shall be solely responsible for safety of its personnel.

11.2 Non-Discrimination. Contractor shall not discriminate on the basis of race, color, religion, sex, national origin, or any other protected class.

11.3 Confidentiality. Contractor shall keep confidential all proprietary information of Owner and shall execute additional confidentiality agreements upon request.

11.4 Audit Rights. Owner may audit Contractor’s cost records pertaining to any time-and-materials Work or Change Orders priced on a cost-plus basis.

12. DEFAULT

12.1 Contractor Default. Each of the following constitutes a “Contractor Default”:
a. Failure to prosecute the Work with diligence causing, in the reasonable opinion of Owner, a delay in completion;
b. Failure to make prompt payment to Subcontractors;
c. Material breach of any representation, warranty, or covenant;
d. Insolvency, bankruptcy, or assignment for creditors’ benefit.

12.2 Owner Default. Owner’s failure to pay undisputed sums within the time required constitutes an “Owner Default” if not cured within ten (10) Days after written notice.

12.3 Cure Period. The non-defaulting Party shall give written notice describing the default. The defaulting Party shall have seven (7) Days (or such longer period as agreed) to cure.

13. REMEDIES

13.1 Owner Remedies. Upon Contractor Default and failure to cure, Owner may (a) terminate Contractor for cause; (b) take possession of the Work, materials, and equipment and finish the Work by whatever method it deems expedient; (c) recover from Contractor all costs in excess of the unpaid Contract Price; and (d) pursue any other remedy available at law or in equity.

13.2 Contractor Remedies. Upon Owner Default and failure to cure, Contractor may (a) suspend Work; (b) terminate for cause; (c) recover payment for Work performed plus reasonable demobilization costs; and (d) pursue statutory lien remedies.

13.3 Attorneys’ Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses.

13.4 Cumulative Remedies. All rights and remedies are cumulative and non-exclusive except to the extent expressly limited herein.

14. INDEMNIFICATION

14.1 Contractor Indemnity. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Owner, its affiliates, lenders, and their respective officers, directors, shareholders, and employees (“Indemnitees”) from and against any and all claims, damages, losses, liabilities, penalties, fines, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) bodily injury, sickness, disease, or death, or injury to or destruction of tangible property (other than the Work itself) caused by the negligent acts or omissions or willful misconduct of Contractor or its Subcontractors, or (b) any breach of this Agreement by Contractor.

14.2 Limitations. The indemnity shall not apply to the extent such damages are caused by the sole negligence or willful misconduct of an Indemnitee. Contractor’s indemnity obligations shall survive termination or expiration of this Agreement.

15. LIMITATION OF LIABILITY

Notwithstanding anything to the contrary, the aggregate liability of either Party arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the Contract Price. The foregoing limitation shall not apply to (a) claims covered by insurance required herein, (b) Contractor’s indemnification obligations under Section 14, or (c) losses resulting from gross negligence or willful misconduct.

16. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental actions, pandemics, or severe weather (“Force Majeure Event”), provided that the affected Party (a) promptly gives written notice of the Force Majeure Event, and (b) resumes performance as soon as practicable. The Schedule shall be equitably adjusted for the duration of the delay by Change Order.

17. DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflict-of-laws principles.

17.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Georgia.

17.3 Optional Arbitration. If the Parties elect by separate written agreement to submit disputes to arbitration, arbitration shall be conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association then in effect. Any election to arbitrate shall be in writing and executed by both Parties after the dispute arises.

17.4 Jury Trial Waiver. To the extent permitted by law, each Party knowingly and voluntarily waives its right to a trial by jury in any action or proceeding arising out of this Agreement.

17.5 Injunctive Relief. Nothing in this Section shall limit a Party’s right to seek temporary, preliminary, or permanent injunctive relief from a court of competent jurisdiction to prevent irreparable harm.

18. GENERAL PROVISIONS

18.1 Entire Agreement. This Agreement, together with exhibits and Change Orders executed from time to time, constitutes the entire agreement of the Parties and supersedes all prior negotiations and understandings.

18.2 Amendment & Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

18.3 Assignment. Neither Party may assign or delegate its rights or obligations without the prior written consent of the other, except that Owner may assign its rights to a lender providing construction or permanent financing.

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

18.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

18.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted in electronic or digital format (e.g., PDF or DocuSign) are binding.

18.7 Notices. All notices shall be in writing and deemed given when delivered (a) in person, (b) by nationally recognized overnight courier, or (c) by certified mail, return receipt requested, to the addresses set forth below or as otherwise designated.

18.8 No Third-Party Beneficiaries. Except as expressly provided, nothing herein shall create any benefit or right in favor of any person other than the Parties.

19. EXECUTION & NOTARY ACKNOWLEDGMENT

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

[Add Notary Acknowledgment Block if required]

EXHIBIT A – Scope of Work

EXHIBIT B – Project Schedule

EXHIBIT C – Contract Documents List

EXHIBIT D – Insurance Requirements

[// GUIDANCE: Attach or draft each exhibit in detail. Verify that all cross-references align and update section numbers if additional provisions are added.]