Construction Contract - Idaho

CONSTRUCTION SERVICES AGREEMENT

(Idaho – Private Projects)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Work; Performance Standards
4. Contract Price; Payment Terms
5. Lien Law Compliance
6. Representations and Warranties
7. Covenants
8. Insurance and Bonding
9. Default; Remedies
10. Risk Allocation
11. Dispute Resolution
12. General Provisions
13. Execution Block

1. DOCUMENT HEADER

Construction Services Agreement (“Agreement”) made and entered into as of [Effective Date] (the “Effective Date”), by and between:

• [Owner’s Legal Name], a [State] [entity type] with its principal place of business at [Address] (“Owner”); and
• [Contractor’s Legal Name], a [State] [entity type/licensed contractor no. ______] with its principal place of business at [Address] (“Contractor”).

Owner and Contractor are each a “Party” and collectively the “Parties.”

Recitals
A. Owner desires to have certain improvements constructed at the real property located at [Project Address / Legal Description] (the “Project Site”).
B. Contractor has identified its Idaho registration, trade-specific license, or applicable exemption below and will obtain the permits required for its Work.
C. In consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

“Applicable Law” – All federal, state, and local statutes, ordinances, rules, regulations, building codes, and authoritative guidance applicable to the Project, including without limitation Idaho Code Title 45, Chapter 5 (Mechanics & Materialmen Liens).

“Change Order” – A written, bilateral modification to the Contract Documents executed pursuant to Section 3.4.

“Contract Documents” – This Agreement, the Plans and Specifications, all Change Orders, and any other documents listed in Exhibit A.

“Contract Price” – The total compensation payable to Contractor for satisfactory completion of the Work, as set forth in Section 4.1.

“Final Completion” – The date on which (a) the Work is fully performed in accordance with the Contract Documents, (b) all punch-list items are completed, (c) all close-out deliverables have been provided, and (d) Final Payment becomes due under Section 4.6.

“Force Majeure Event” – Any event beyond the reasonable control of the affected Party, including acts of God, governmental orders, strikes, war, terrorism, and similar events as further detailed in Section 10.4.

“Indemnified Parties” – Owner and its affiliates, lenders, successors, assigns, officers, directors, employees, and agents.

“Retainage” – The portion of progress payments withheld pursuant to Section 4.4.

“Subcontractor” – Any person or entity engaged by Contractor to perform any portion of the Work.

“Work” – All construction and related services, labor, materials, equipment, and deliverables to be provided by Contractor under the Contract Documents.

3. SCOPE OF WORK; PERFORMANCE STANDARDS

Contractor status (complete before signing): ☐ Idaho contractor registration no. [________] ☐ Trade-specific license no. [________] ☐ Claimed exemption under Idaho Code § 54-5205: [________]. Attach supporting information and identify any separately licensed trade work in Exhibit A.

3.1 Scope. Contractor shall furnish all labor, materials, equipment, and services necessary to perform the Work described in the Plans and Specifications attached as Exhibit B, in strict conformity with the Contract Documents.

3.2 Commencement; Substantial Completion. Contractor shall commence the Work on [Start Date] and achieve Substantial Completion no later than [Date]. Time is of the essence.

3.3 Standards of Performance. Contractor shall perform the Work:
(a) in a good, workmanlike, and professional manner;
(b) in compliance with Applicable Law and manufacturer recommendations; and
(c) using new, first-class materials unless otherwise specified.

3.4 Changes. Owner may order additions, deletions, or other modifications to the Work only by written Change Order executed by authorized representatives of both Parties. Adjustments to Contract Price or time shall be determined as set forth in Exhibit C.

4. CONTRACT PRICE; PAYMENT TERMS

4.1 Contract Price. Owner shall pay Contractor a lump sum of [$___] or, if elected, the sum of the cost of the Work plus a fee of [__ %], not to exceed [$___] (the “Guaranteed Maximum Price”).

4.2 Schedule of Values. Contractor shall submit a Schedule of Values for Owner’s approval prior to the first Application for Payment.

4.3 Progress Payments. Owner shall make monthly progress payments within [___] days after receipt of a properly completed Application for Payment, less Retainage.

4.4 Retainage.
(a) Owner may retain [____]% of each progress payment as negotiated for this private Project, subject to review under all law applicable to the Project and the Parties.
(b) Upon Substantial Completion, Retainage shall be reduced to [____]% and the balance released upon Final Completion, subject to Section 5.3.
(c) Idaho Code § 54-1926 addresses bonds and retainage for specified public-works contracts; it does not supply a five-percent retainage cap for this private-project form.

4.5 Private-Project Payment Bond (if required by the Project Documents). Contractor shall furnish a payment bond in the amount of [$____ / ____% of Contract Price] by [DATE / MILESTONE], using the form attached as Exhibit [____]. Confirm any lender, insurer, owner, licensing, or project-specific bond requirement; do not use Idaho Code § 54-1926 as private-project bond authority.

4.6 Final Payment. Final Payment shall be due within [___] days after (i) Final Completion, (ii) delivery of payment-conditioned lien waivers for the Work included in the final payment, and (iii) satisfaction of all close-out requirements. Waivers conditioned on final payment become effective only upon that payment.

4.7 Withholding & Set-Off. Owner may withhold amounts reasonably disputed or necessary to protect Owner from Contractor’s default, claims, or lien exposure.

5. LIEN LAW COMPLIANCE

5.1 Lien Compliance. Contractor shall identify and comply with any Idaho lien notice, recording, and service requirements that apply to its actual claimant tier and Work. Idaho Code § 45-501 identifies persons who may have a lien; it does not itself prescribe a universal preliminary notice.

5.2 Lien Waivers. As a condition precedent to each progress payment, Contractor shall deliver conditional lien waivers in the form attached as Exhibit D from itself and all Subcontractors and suppliers whose work or materials are included in the Application for Payment.

5.3 Release of Retainage. Contractor shall, concurrent with its request for Retainage release, provide (a) payment-conditioned waivers covering the requested release and (b) a signed statement identifying unpaid amounts for labor, materials, and equipment relating to the Work. After funds clear, Contractor shall provide corresponding unconditional waivers from parties actually paid.

5.4 Lien Response. Contractor shall promptly investigate any recorded lien arising from its scope of Work, notify Owner of the claim and proposed response within [___] business days, and resolve a valid lien or pursue another legally available resolution. Owner may withhold a reasonably disputed amount under Section 4.7 while the claim is addressed.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents that (a) it has full authority to enter this Agreement, and (b) its performance will not violate any other agreement.

6.2 Contractor’s Additional Representations. Contractor further represents and warrants that:
(a) it holds all licenses, registrations, and permits required to perform the Work;
(b) materials and equipment will be new and free of liens;
(c) the Work will be free from defects in workmanship and materials for a period of [one (1) year] from Final Completion (the “Warranty Period”); and
(d) it will comply with all safety and environmental regulations.

6.3 Survival. The warranties in this Section 6 survive Final Payment and completion of the Work.

7. COVENANTS

7.1 Compliance with Law. Contractor shall at all times comply with Applicable Law, including OSHA and environmental regulations.

7.2 Safety. Contractor shall implement and maintain a safety program meeting or exceeding industry standards.

7.3 Taxes. Contractor is responsible for and shall pay all federal, state, and local taxes arising from the Work.

7.4 Audit Rights. Owner may, upon forty-eight (48) hours’ notice, audit Contractor’s books and records relating to the Project.

7.5 Notice of Issues. Contractor shall promptly notify Owner in writing of (a) latent site conditions, (b) potential schedule delays, or (c) any incident that may give rise to a claim.

8. INSURANCE AND BONDING

8.1 Contractor’s Insurance. Contractor shall maintain, at its own expense and for the duration of the Project:
(a) Commercial General Liability – $[___] per occurrence / $[___] aggregate;
(b) Workers’ Compensation – statutory limits;
(c) Employers’ Liability – $[___];
(d) Automobile Liability – $[___] combined single limit; and
(e) Builders Risk or Installation Floater as applicable.

8.2 Additional Insured. Contractor shall obtain the additional-insured coverage, if available for this Project and agreed in Exhibit E, by endorsement acceptable to the insurer and Owner. Exhibit E identifies the covered parties, risks, and priority of coverage.

8.3 Certificates. Certificates evidencing required coverage shall be delivered to Owner prior to commencement of the Work.

8.4 Bonds. Contractor shall furnish only the bonds selected in Section 4.5 and Exhibit E, with the agreed penal sum, surety, form, premium allocation, and delivery date.

9. DEFAULT; REMEDIES

9.1 Event of Default – Contractor. The following constitute Contractor defaults:
(a) failure to prosecute the Work with diligence;
(b) material breach of warranty or covenant;
(c) an inability to perform the Work when due, subject to applicable law;
(d) failure to maintain required insurance or bonds;
(e) suspension or revocation of Contractor’s required registration or trade license.

9.2 Event of Default – Owner. Owner defaults include:
(a) failure to pay undisputed amounts when due;
(b) material breach of covenant;
(c) an inability to perform an undisputed payment obligation when due, subject to applicable law.

9.3 Notice and Cure. The non-defaulting Party shall provide written notice specifying the default. The defaulting Party has ten (10) days (or forty-eight (48) hours for life-safety defaults) to cure.

9.4 Owner Remedies. If Contractor fails to cure, Owner may, without prejudice to any other rights:
(a) supplement Contractor’s workforce;
(b) terminate for cause and complete the Work;
(c) offset completion costs against the Contract Price;
(d) seek relief available under applicable law.

9.5 Contractor Remedies. If Owner fails to cure, Contractor may suspend Work or terminate for cause and recover (i) earned but unpaid sums, plus (ii) reasonable demobilization costs.

9.6 Attorneys’ Fees. The prevailing Party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs.

10. RISK ALLOCATION

10.1 Indemnification by Contractor. To the extent permitted by Idaho Code § 29-114, Contractor shall defend and indemnify Owner for third-party bodily-injury or property-damage claims to the extent caused by Contractor’s or its Subcontractors’ negligent acts or omissions in performing the Work. This clause does not require indemnity for damage caused by the sole negligence of Owner, Owner’s agents or employees, or another indemnitee. Defense costs shall be allocated consistently with the responsibility established for the claim.

10.2 Limitation of Liability. EXCEPT FOR (i) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS, (ii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) CLAIMS COVERED BY INSURANCE, THE TOTAL LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE CONTRACT PRICE.

10.3 Consequential Damages. Neither Party shall be liable to the other for consequential, special, or punitive damages, including lost profits, except to the extent such damages are covered by insurance.

10.4 Force Majeure. A Party delayed by a Force Majeure Event shall provide written notice within three (3) days, and the schedule shall be equitably adjusted. Either Party may terminate the Agreement if the Force Majeure Event extends beyond sixty (60) consecutive days.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by the laws of the State of Idaho, without regard to conflict-of-laws principles.

11.2 Forum Selection. All litigation arising out of or related to this Agreement shall be brought exclusively in the state courts located in [County, Idaho].

11.3 Optional Arbitration. If the Parties elect arbitration below, disputes shall be resolved by binding arbitration administered under [SELECTED RULES] in [City, Idaho], subject to the selected rules and applicable law.
☐ Elect Arbitration ☐ Decline Arbitration

11.4 Jury Waiver. Only if both Parties elect the waiver below, and to the extent permitted by law, each Party knowingly and voluntarily waives its right to a jury trial for disputes under this Agreement.
☐ Include Jury Waiver ☐ Omit Jury Waiver

11.5 Injunctive Relief. Nothing herein shall limit a Party’s right to seek injunctive or other equitable relief in a court of competent jurisdiction.

12. GENERAL PROVISIONS

12.1 Amendment; Waiver. No amendment or waiver is effective unless in a writing signed by both Parties. A waiver on one occasion is not a waiver on any future occasion.

12.2 Assignment. Neither Party may assign or delegate this Agreement without the prior written consent of the other, except that Owner may assign to its lender or a successor-in-interest to the Project Site.

12.3 Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

12.4 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 make it valid.

12.5 Integration. The Contract Documents constitute the entire agreement between the Parties and supersede all prior negotiations, representations, or agreements.

12.6 Counterparts; Electronic Signatures. The Parties may sign counterparts and intend electronic signatures and exchanged PDF copies to have effect to the extent permitted by applicable law.

12.7 Notices. All notices shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses first set forth above, or as later designated.

13. EXECUTION BLOCK

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

OWNER

[Owner’s Legal Name]

By: _________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

CONTRACTOR

[Contractor’s Legal Name]

By: _________________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________

[Optional notarial acknowledgment, if the Parties require one]

EXHIBITS (list below and attach)

Exhibit A – List of Contract Documents
Exhibit B – Plans and Specifications
Exhibit C – Change Order Form & Pricing Protocol
Exhibit D – Conditional / Unconditional Lien Waiver Forms
Exhibit E – Insurance Certificate Requirements