Construction Contract - Kansas

CONSTRUCTION SERVICES AGREEMENT

(Kansas – Private or Commercial Projects)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Work
4. Contract Price; Payment Terms
5. Time for Performance; Schedule Adjustments
6. Change Orders
7. Representations & Warranties
8. Covenants
9. Insurance & Bonds
10. Indemnification
11. Limitation of Liability
12. Retainage
13. Lien & Payment Security Compliance
14. Default
15. Remedies
16. Force Majeure
17. Dispute Resolution
18. Termination
19. Miscellaneous
20. Execution Block

1. DOCUMENT HEADER

1.1 Title; Parties
THIS CONSTRUCTION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”), by and between:
(a) [OWNER LEGAL NAME], a [state & entity type] with its principal place of business at [address] (“Owner”); and
(b) [CONTRACTOR LEGAL NAME], a [state & entity type] with its principal place of business at [address] (“Contractor”).
Owner and Contractor are each a “Party” and collectively the “Parties.”

1.2 Recitals
A. Owner desires to engage Contractor to perform certain construction services for the project commonly known as “[Project Name]” located at [Project Address] (the “Project”).
B. Contractor is duly licensed, qualified, and willing to perform such services in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice versa.

“Applicable Law” means all federal, state, county, and municipal statutes, regulations, ordinances, codes, rules, orders, and common law applicable to the Work, including without limitation Kansas lien statutes (currently codified at Kan. Stat. Ann. § 60-1101 et seq.) and any successor provisions.
“Change Order” has the meaning given in Section 6.1.
“Contract Documents” means this Agreement, the Plans and Specifications, any Change Orders, and the Exhibits attached hereto.
“Contract Price” has the meaning given in Section 4.1.
“Force Majeure Event” has the meaning given in Section 16.1.
“Lien Claimant” means any party entitled under Applicable Law to assert a mechanics’, materialmen’s, or similar lien against the Project or Project real property.
“Milestone Schedule” means the schedule of performance milestones set forth in Exhibit B, as may be amended by Change Order.
“Plans and Specifications” means the drawings, technical specifications, and written descriptions of the Work, as identified in Exhibit A.
“Retainage” has the meaning given in Section 12.1.
“Subcontractor” means any third party engaged by Contractor to perform a portion of the Work.
“Work” means all labor, materials, equipment, and services required to fulfill Contractor’s obligations under this Agreement, including corrective and punch-list work.

3. SCOPE OF WORK

3.1 Performance Standard
Contractor shall furnish all supervision, labor, materials, equipment, tools, transportation, and services necessary to perform the Work in a diligent, workmanlike manner, strictly in accordance with the Contract Documents and all Applicable Law.

3.2 Licensing & Permits
Contractor represents it holds all licenses required for the Work and shall obtain, pay for, and close out all permits, inspections, and approvals.

3.3 Owner-Supplied Items
[Any Owner-furnished materials/equipment—list or state “None.”]

3.4 Cooperation & Coordination
Contractor shall cooperate with Owner’s representatives and other contractors to avoid interference and shall attend coordination meetings as reasonably requested.

4. CONTRACT PRICE; PAYMENT TERMS

4.1 Contract Price
Owner shall pay Contractor a total contract price of [write amount in words] Dollars (US $[numeric]) (the “Contract Price”), subject to additions or deductions by Change Order.

4.2 Schedule of Values & Invoicing
(a) Within ten (10) days after the Effective Date, Contractor shall submit a Schedule of Values itemizing the Contract Price.
(b) On or before the [day] of each month, Contractor shall submit a progress payment application covering Work performed through the last day of the preceding month, using a format acceptable to Owner.

4.3 Payment Timing
Owner shall pay approved, undisputed amounts within thirty (30) days after receipt of a complete and correct application for payment, subject to Retainage pursuant to Section 12.

4.4 Conditions Precedent to Payment
(a) Lien Waivers: Contractor shall provide conditional lien waivers with each payment application and unconditional lien waivers upon receipt of funds.
(b) Subcontractor Statements: Contractor shall furnish a sworn statement listing all Subcontractors and lower-tier suppliers and the amounts due to each.
(c) Proof of Insurance & Bonds: Current certificates must remain on file.

4.5 Final Payment
Final payment is conditioned upon (i) Substantial Completion, (ii) completion of punch-list items, (iii) delivery of all close-out documents (including warranties and as-built drawings), and (iv) delivery of the close-out affidavits, if any, identified in Exhibit A. These conditions do not extend a statutory retainage-payment deadline. Final payment shall constitute a waiver of claims by Contractor except for those previously made in writing and identified by Contractor as unsettled.

5. TIME FOR PERFORMANCE; SCHEDULE ADJUSTMENTS

5.1 Commencement & Completion
Contractor shall commence the Work on [Start Date] and achieve Substantial Completion on or before [Substantial Completion Date], unless extended pursuant to this Agreement.

5.2 Liquidated Damages [OPTIONAL]
If Contractor fails to achieve Substantial Completion by the required date, Contractor shall owe Owner liquidated damages of [amount] per day, representing a reasonable estimate of damages and not a penalty.

5.3 Extensions
Contractor shall be entitled to a time extension, but not compensation, for delays caused by (a) Force Majeure Events, (b) Owner-caused delays, or (c) other reasons beyond Contractor’s reasonable control, provided Contractor gives written notice within seven (7) days of the event.

6. CHANGE ORDERS

6.1 Requirement of Written Change Order
No work or adjustment to the Contract Price or Milestone Schedule is binding unless set forth in a written Change Order signed by both Parties (“Change Order”).

6.2 Pricing Changes
Change Orders shall be priced using (a) unit prices, (b) mutually agreed lump sums, or (c) actual cost plus a markup of [___]% for overhead and [___]% for profit.

7. REPRESENTATIONS & WARRANTIES

7.1 Contractor Warranties
Contractor represents and warrants that:
(a) Workmanship & Materials: The Work will be free from defects and conform to the Contract Documents for a period of one (1) year from the date of Substantial Completion, unless a longer period is specified in Exhibit C.
(b) Compliance: The Work will comply with all Applicable Law and industry standards.
(c) Title: Title to all materials and equipment furnished passes to Owner upon payment free of liens or encumbrances.

7.2 Survival
The warranties in this Section 7 survive inspection, acceptance, and payment, subject to applicable limitation and repose periods.

8. COVENANTS

8.1 Safety
Contractor shall institute and enforce safety measures conforming to OSHA standards and any Owner-specific requirements.

8.2 Labor Harmony
Contractor shall maintain labor harmony and bear responsibility for any work stoppages resulting from Contractor’s workforce or Subcontractors.

8.3 Compliance Documentation
Contractor shall maintain complete, accurate records (including certified payroll, if applicable) and make them available to Owner upon reasonable request.

9. INSURANCE & BONDS

9.1 Insurance
Contractor shall maintain, at its own expense:
(a) Commercial General Liability: $[amount] per occurrence / $[amount] aggregate;
(b) Workers’ Compensation: statutory limits;
(c) Automobile Liability: $[amount] combined single limit;
(d) Builder’s Risk: “all risk” completed value form naming Owner and Contractor as insureds.

9.2 Performance & Payment Bonds [OPTIONAL / PUBLIC PROJECTS]
If required by Owner or Applicable Law, Contractor shall furnish performance and labor & material payment bonds each in the penal sum of 100% of the Contract Price, on forms acceptable to Owner, and covering lien and payment bond obligations under Kansas law.

10. INDEMNIFICATION

10.1 Contractor Indemnification
To the fullest extent permitted by Applicable Law, Contractor shall indemnify, defend, and hold harmless Owner and its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, causes of action, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and expert fees) arising out of or relating to:
(a) bodily injury, death, or property damage caused by the negligent or wrongful acts or omissions of Contractor, its Subcontractors, or anyone directly or indirectly employed by them;
(b) failure of Contractor or its Subcontractors to comply with Applicable Law or this Agreement; or
(c) any lien or bond claim asserted by a Lien Claimant arising from the Work.

10.2 Defense Obligation
Contractor’s duty to defend arises upon written notice from Owner and is independent of its duty to indemnify.

11. LIMITATION OF LIABILITY

Notwithstanding any contrary term, Contractor’s aggregate liability to Owner under this Agreement, whether in contract, tort, or otherwise, shall not exceed the Contract Price; provided, however, this limitation does not apply to: (a) Contractor’s indemnification obligations, (b) claims covered by insurance required herein, or (c) willful misconduct or gross negligence.

12. RETAINAGE

12.1 Amount Withheld
Owner may withhold retainage (“Retainage”) at the negotiated rate of five percent (5%) of each progress payment. K.S.A. 16-1804(a)–(b) permits a higher rate up to ten percent when the statutory performance grounds exist; this Agreement does not elect a higher rate.

12.2 Release of Retainage
Owner shall release remaining Retainage on undisputed payments within thirty (30) days after Substantial Completion. If work is still being performed, Owner may withhold only the Retainage attributable to that work until thirty (30) days after it is completed. For incomplete work caused by Contractor, Owner may withhold no more than one hundred fifty percent (150%) of its value and shall pay the withheld amount within forty-five (45) days after completion as part of the regular payment cycle. Lien-waiver delivery and punch-list completion do not extend these statutory deadlines.

13. LIEN & PAYMENT SECURITY COMPLIANCE

13.1 Preliminary Notices
Within ten (10) days after signing this Agreement, Contractor shall provide Owner with a list of Subcontractors known at that time. For a qualifying residential improvement, Contractor shall coordinate the supplier or subcontractor warning statement under K.S.A. 60-1103a, where required. For construction of qualifying new residential property, each claimant seeking to preserve a lien after title passes to a good-faith purchaser must file its own notice of intent to perform before the deed is recorded under K.S.A. 60-1103b. These are different requirements; Contractor's list does not substitute for either notice.

13.2 Lien Waivers
Contractor shall obtain appropriately signed, payment-specific lien waivers or releases from applicable lien claimants with progress and final payment applications. A claimant that filed a notice of intent to perform under K.S.A. 60-1103b must file the release and waiver required by subsection (d) when paid in full or otherwise discharged.

13.3 Bond to Discharge Liens
If a lien is filed, Contractor shall notify Owner within five (5) days after Contractor learns of it and, at Contractor’s cost, pursue a lawful release, satisfaction, or other agreed security arrangement. Any bond or security must use a procedure actually available for the claim; this clause does not itself discharge a lien.

14. DEFAULT

14.1 Contractor Default
Each of the following constitutes a Contractor default:
(a) Failure to prosecute the Work in accordance with the Milestone Schedule and failure to cure within five (5) days after notice;
(b) Failure to pay Subcontractors or suppliers when due;
(c) Material breach of any representation, warranty, or covenant.

14.2 Owner Default
Owner’s failure to make any undisputed payment when due, and failure to cure within ten (10) days after notice, constitutes Owner default.

15. REMEDIES

15.1 Owner Remedies
Upon Contractor default, Owner may, after providing notice, (a) supplement or replace Contractor and charge the cost to Contractor, (b) withhold further payments, (c) terminate for cause under Section 18.2, and/or (d) seek any other remedies available at law or in equity.

15.2 Contractor Remedies
If an undisputed payment remains unpaid for seven business days after its due date, Contractor may give Owner seven additional business days’ written notice under K.S.A. 16-1805 and then suspend further performance until payment, including applicable interest, is made. The contract time and sum shall be adjusted as § 16-1805 provides. Contractor may also terminate for cause under Section 18.3 when its conditions are met.

15.3 Attorneys’ Fees
The prevailing Party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

16. FORCE MAJEURE

16.1 Definition
A “Force Majeure Event” is an event beyond the reasonable control of the affected Party, including acts of God, war, terrorism, riot, epidemic, governmental orders, or unusually severe weather not reasonably anticipated.

16.2 Notice & Mitigation
The affected Party shall give written notice within three (3) days after becoming aware of the Force Majeure Event and shall diligently attempt to mitigate its impact.

16.3 Remedies
Schedule relief shall be Contractor’s sole remedy for delay caused by a Force Majeure Event, unless the event continues more than ninety (90) days, in which case either Party may terminate under Section 18.1.

17. DISPUTE RESOLUTION

17.1 Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the State of Kansas, without regard to its conflict-of-laws principles.

17.2 Forum Selection
Subject to Section 17.3, the Parties submit to the exclusive jurisdiction of the state courts located in [County], Kansas, and waive any objection to venue therein.

17.3 Optional Arbitration
☐ Check if applicable – If checked, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules, and judgment on the award may be entered in any court of competent jurisdiction in Kansas. The arbitration hearing shall be held in [City], Kansas.

17.4 Jury Trial Waiver
To the extent permitted by Applicable Law, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

17.5 Injunctive Relief
Notwithstanding Section 17.3, either Party may seek temporary, interim, or permanent injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

18. TERMINATION

18.1 Termination for Convenience
Owner may, at any time, terminate this Agreement for convenience upon seven (7) days’ written notice. Contractor shall be entitled to payment for Work executed plus reasonable demobilization costs, but no prospective profits.

18.2 Termination for Contractor Cause
Upon Contractor default and failure to cure within the applicable period, Owner may terminate for cause by written notice and finish the Work by whatever method it deems expedient. Contractor shall be liable for the costs in excess of the unpaid Contract Price.

18.3 Termination for Owner Cause
Upon Owner default and failure to cure within the applicable period, Contractor may terminate for cause by written notice and recover payment for Work executed, reasonable overhead and profit on Work not executed, and reasonable demobilization costs.

19. MISCELLANEOUS

19.1 Independent Contractor
Contractor is an independent contractor. Nothing herein creates any partnership, joint venture, or employment relationship.

19.2 Assignment
Neither Party may assign or delegate its rights or obligations without the prior written consent of the other, except Owner may assign to a bona fide lender as collateral.

19.3 Notices
All notices must be in writing and delivered (a) personally, (b) by certified U.S. mail, return receipt requested, or (c) by nationally recognized overnight courier, to the addresses set forth above (or as later changed by notice). Notices are effective upon receipt or refusal.

19.4 Severability; Reformation
If any provision is held unenforceable, the remainder will remain in effect, and the unenforceable provision will be reformed to the minimum extent necessary to achieve its intended purpose.

19.5 Entire Agreement; Amendment
This Agreement constitutes the entire agreement and supersedes all prior agreements. It may be amended only by a writing signed by both Parties.

19.6 Counterparts; E-Signatures
This Agreement may be executed in any number of counterparts, each of which is an original and all of which constitute one instrument. Electronic signatures are binding.

20. 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: _____________________________

EXHIBIT A – PLANS AND SPECIFICATIONS

[Attach or reference dated drawings, specifications, and notes.]

EXHIBIT B – MILESTONE SCHEDULE

[List key milestones, Substantial Completion date, and final completion date.]

EXHIBIT C – EXTENDED WARRANTIES (IF ANY)

[Identify equipment or systems with warranties longer than one (1) year.]