CONSTRUCTION SERVICES AGREEMENT

(Louisiana Private Works)

[// GUIDANCE: This template is drafted for private/commercial projects located in Louisiana and is intended to comply with the Louisiana Private Works Act (La. Rev. Stat. Ann. §§ 9:4801 et seq.) and other applicable law. Customize all bracketed terms before execution.]

DOCUMENT HEADER

This Construction Services Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [OWNER LEGAL NAME], a [STATE & ENTITY TYPE], having a principal address at [ADDRESS] (“Owner”); and
2. [CONTRACTOR LEGAL NAME], a [STATE & ENTITY TYPE], having a principal address at [ADDRESS] (“Contractor,” and together with Owner, each a “Party” and collectively, the “Parties”).

RECITALS

A. Owner owns or controls the real property located at [PROPERTY DESCRIPTION SUFFICIENT FOR RECORDATION, INCLUDING PARISH] (the “Site”) and intends to construct the improvements more particularly described herein (the “Project”).
B. Contractor possesses the requisite skill, experience, and resources to perform the Work (defined below) and is duly licensed under Louisiana law.
C. The Parties desire to enter into this Agreement to set forth their respective rights and obligations with respect to the Project.

NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

I. Definitions
II. Operative Provisions
III. Representations & Warranties
IV. Covenants & Restrictions
V. Default & Remedies
VI. Risk Allocation
VII. Dispute Resolution
VIII. General Provisions
IX. Execution Block

[// GUIDANCE: Update page numbers after finalizing.]

I. DEFINITIONS

Unless otherwise indicated, capitalized terms have the meanings set forth below. Defined terms appear alphabetically for ease of reference.

“Applicable Law” means all federal, state, and local statutes, regulations, ordinances, building codes, and orders applicable to the Work, including, without limitation, the Louisiana Private Works Act (La. Rev. Stat. Ann. §§ 9:4801 et seq.).

“Change Order” has the meaning assigned in Section II.6.

“Contract Documents” means, collectively, (a) this Agreement, (b) the Plans and Specifications, (c) all duly executed Change Orders, (d) any schedules, exhibits, and addenda attached hereto, and (e) the Notice of Contract and Payment Bond (if any) recorded in the mortgage records of the parish in which the Site is located.

“Contract Price” means [WRITE OUT CONTRACT PRICE IN WORDS] ($[NUMERALS]), as may be adjusted by Change Order.

“Final Completion” means the date on which (a) the Work is fully completed in accordance with the Contract Documents, (b) all governmental approvals and certificates of occupancy (temporary or permanent) are obtained, and (c) Contractor delivers to Owner (i) final lien waivers/releases from all Subcontractors and Suppliers, and (ii) all warranties, guarantees, as-built drawings, operating manuals, and other close-out deliverables required under this Agreement.

“Insolvency Event” means (a) the institution of bankruptcy, receivership, or similar proceedings, (b) assignment for the benefit of creditors, or (c) failure to discharge an attachment or judgment within [30] days.

“Notice of Contract” means the written notice complying with La. Rev. Stat. Ann. § 9:4811, executed by the Parties and, prior to commencement of the Work, recorded in the mortgage records of the parish where the Site is located.

“Payment Bond” has the meaning assigned in Section II.5(d).

“Plans and Specifications” means the drawings, plans, specifications, and other design documents prepared by [ARCHITECT/ENGINEER] and listed in Exhibit A.

“Retainage” has the meaning assigned in Section II.5(c).

“Substantial Completion” means the point at which the Work is sufficiently complete so that Owner can occupy and utilize the Project for its intended purpose, as evidenced by a certificate of substantial completion signed by Owner, Contractor, and [ARCHITECT/ENGINEER].

“Work” means all labor, services, materials, equipment, and other items to be provided by Contractor to construct the Project in strict accordance with the Contract Documents.

[// GUIDANCE: Add additional defined terms as needed.]

II. OPERATIVE PROVISIONS

2.1 Scope of Work

Contractor shall diligently perform and complete the Work for the Contract Price, in conformity with the Plans and Specifications and all Applicable Law. Contractor shall provide all supervision, labor, materials, tools, equipment, and temporary facilities necessary for the proper and safe performance of the Work.

2.2 Commencement & Completion

a. Commencement. Contractor shall commence the Work on [COMMENCEMENT DATE], provided that (i) the Notice of Contract (and Payment Bond, if applicable) is recorded, and (ii) Owner has delivered evidence of financing reasonably satisfactory to Contractor.

b. Substantial Completion. Contractor shall achieve Substantial Completion not later than [SUBSTANTIAL COMPLETION DATE OR DURATION] (“Contract Time”), as adjusted by Change Order.

c. Final Completion. Contractor shall achieve Final Completion within [30] days after Substantial Completion.

2.3 Contract Documents Hierarchy

In the event of conflict, the order of precedence is: (1) Change Orders (most recent first); (2) this Agreement; (3) the Plans and Specifications. Handwritten or typewritten modifications supersede printed matter.

2.4 Change Orders

a. Owner may order additions, deletions, or revisions to the Work by written Change Order signed by both Parties.
b. Each Change Order shall specify (i) scope of the change, (ii) adjustment to the Contract Price, and (iii) adjustment to the Contract Time, if any.
c. The Contract Price and Contract Time shall be equitably adjusted to reflect any change in the Work.

2.5 Payment Terms

a. Schedule of Values. Prior to the first Application for Payment, Contractor shall submit a schedule of values in a form reasonably acceptable to Owner.

b. Progress Payments. Owner shall make monthly progress payments equal to (i) the percentage of Work completed and properly billed, less (ii) Retainage and any withholdings permitted under Section V.

c. Retainage. Owner may withhold retainage (“Retainage”) not exceeding [10 %] of each progress payment through [50 %] completion of the Work, after which Retainage shall not exceed [5 %] of subsequent payments. Retainage shall be released with the final payment following Final Completion, subject to Section II.5(f).
[// GUIDANCE: Verify statutory limits; Louisiana public projects cap retainage at 10 %, reducing to 5 % after 50 % completion. For private projects, parties may contractually adopt similar caps.]

d. Payment Bond. Before commencing the Work, Contractor shall furnish a labor and material payment bond in the full amount of the Contract Price (“Payment Bond”) issued by a surety authorized to do business in Louisiana, listing Owner as obligee, to comply with La. Rev. Stat. Ann. § 9:4812.

e. Lien Waivers. As a condition precedent to each payment, Contractor shall deliver (i) partial lien waivers from itself and all lower-tier Subcontractors and Suppliers covering Work for which payment is sought, and (ii) evidence of payment to such parties.

f. Final Payment. Final payment shall be due within [30] days after (i) Final Completion, (ii) delivery of final lien waivers/releases, and (iii) Owner’s receipt of a properly executed final Application for Payment.

2.6 Lien Compliance

a. Notice of Contract. The Parties shall execute and Owner shall timely record the Notice of Contract (and Payment Bond, if any) prior to commencement of the Work.

b. Notices of Termination. Upon Substantial Completion, Owner shall record a notice of termination or completion as provided by La. Rev. Stat. Ann. § 9:4822.

c. Contractor Cooperation. Contractor shall (i) timely furnish Owner with information necessary for statutory notices, (ii) include lien and claim preservation language in its subcontract agreements, and (iii) promptly discharge any lien filed by a Subcontractor or Supplier to the extent payment has been made therefor.

d. Conditional Waiver. If Contractor disputes a lien, Contractor shall bond off or otherwise secure the lien within [10] days of Owner’s written demand.

2.7 Performance Standards

Contractor shall perform the Work (a) in a good and workmanlike manner, (b) using new and suitable materials, and (c) in accordance with industry best practices and all manufacturer requirements.

2.8 Conditions Precedent

Owner’s obligations to make payments are conditioned upon Contractor’s (i) compliance with Section II.5, (ii) maintenance of insurance under Section VII.3, and (iii) absence of an Event of Default.

III. REPRESENTATIONS & WARRANTIES

3.1 Mutual Representations

Each Party represents that:
a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation.
b. It has full power and authority to execute and perform this Agreement.
c. The execution and performance of this Agreement do not violate any Applicable Law, charter document, or agreement to which it is a party.

3.2 Contractor Representations & Warranties

Contractor further represents and warrants that:
a. Licensing. Contractor and all entities or individuals performing Work are properly licensed under Applicable Law, including La. Rev. Stat. Ann. § 37:2150 et seq.
b. Experience. Contractor possesses the requisite skill, manpower, and financial capacity to perform the Work.
c. Non-Infringement. The Work, as constructed, will not infringe any patent, trademark, copyright, or other proprietary right.
d. Warranty of Workmanship. Contractor warrants that (i) the Work will be free from defects in workmanship and materials for a period of [ONE (1) YEAR] from Final Completion, and (ii) all materials furnished will be new and of good quality.
e. Compliance. Contractor will comply with all safety laws, including OSHA and state equivalents.

3.3 Survival

The representations and warranties in this Article III survive Final Completion for the longer of (a) the applicable statute of limitations, or (b) [ONE (1) YEAR].

IV. COVENANTS & RESTRICTIONS

4.1 Affirmative Covenants of Contractor

a. Schedule. Contractor shall prepare and update a construction schedule and furnish same to Owner monthly.
b. Coordination. Contractor shall coordinate with Owner’s other contractors and consultants to avoid interference.
c. Records. Contractor shall keep complete and accurate job cost records and allow Owner reasonable access for audit.
d. Environmental. Contractor shall handle, store, and dispose of all hazardous materials in accordance with Applicable Law.

4.2 Negative Covenants of Contractor

a. Assignment. Contractor shall not assign this Agreement or subcontract the whole of the Work without Owner’s prior written consent, which may be withheld in Owner’s sole discretion.
b. Liens. Contractor shall not permit any lien or privilege to be filed against the Site arising out of the Work, except as permitted under Section II.6.

4.3 Owner Covenants

a. Access. Owner shall provide Contractor with reasonable access to the Site during normal working hours and such other times as the Parties may reasonably agree.
b. Information. Owner shall furnish promptly all information reasonably requested by Contractor that is necessary to perform the Work.

V. DEFAULT & REMEDIES

5.1 Events of Default

a. Contractor Default. Each of the following constitutes an “Event of Default” by Contractor:
1. Failure to prosecute the Work diligently causing, or reasonably likely to cause, delay of [14] days or more;
2. Failure to supply sufficient labor, materials, or equipment;
3. Filing or existence of an Insolvency Event;
4. Failure to discharge or bond off a lien in violation of Section II.6;
5. Material breach of any covenant, representation, or warranty, not cured within [10] days after written notice.

b. Owner Default. Owner’s failure to make undisputed payments within [10] days after written notice is an Owner Event of Default.

5.2 Notice & Cure

The non-defaulting Party must provide written notice of the Event of Default. If the default is curable, the defaulting Party has [10] days (or such longer period as may be reasonably necessary, provided diligent efforts are pursued) to cure.

5.3 Remedies

a. Owner Remedies. Upon Contractor Event of Default and failure to cure, Owner may, without prejudice to any other remedy (i) terminate this Agreement for cause, (ii) take possession of the Site and materials, and (iii) finish the Work by whatever method Owner deems expedient, with Contractor liable for all reasonable completion costs in excess of the unpaid Contract Price.

b. Contractor Remedies. Upon Owner Event of Default and failure to cure, Contractor may suspend Work or terminate this Agreement and recover payment for Work executed plus reasonable demobilization and termination expenses.

5.4 Attorneys’ Fees

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

VI. RISK ALLOCATION

6.1 Indemnification

To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Owner, its affiliates, and their respective officers, directors, managers, members, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, damages, losses, liabilities, fines, penalties, and expenses (including attorneys’ fees) arising out of or resulting from (a) bodily injury, sickness, disease, or death of any person, or damage to or loss of use of tangible property, to the extent caused by the negligent or wrongful acts or omissions of Contractor, its Subcontractors, Suppliers, or anyone for whom Contractor is responsible; (b) failure of Contractor to comply with Applicable Law; or (c) any lien or privilege asserted by a Subcontractor or Supplier for Work performed or materials furnished.

[// GUIDANCE: Louisiana law generally voids indemnity clauses purporting to indemnify a party for its own negligence on construction projects, La. Rev. Stat. Ann. § 9:2780.1. Remove or revise if the clause triggers the anti-indemnity statute.]

6.2 Limitation of Liability

Except for (i) Contractor’s indemnification obligations, (ii) claims arising from gross negligence or willful misconduct, or (iii) amounts recoverable under insurance, Contractor’s aggregate liability under this Agreement shall not exceed the Contract Price. Neither Party shall be liable to the other for consequential, incidental, special, or punitive damages.

6.3 Insurance

Contractor shall, at its own expense, maintain throughout the performance of the Work the following minimum insurance coverages with insurers rated A-/VII or better by A.M. Best:

1. Commercial General Liability: $[1,000,000] per occurrence / $[2,000,000] aggregate;
2. Workers’ Compensation: Statutory limits;
3. Employer’s Liability: $[1,000,000];
4. Automobile Liability: $[1,000,000] combined single limit;
5. Builder’s Risk (if Contractor procures): Replacement cost of the Work;
6. Professional Liability (if design-build): $[1,000,000] per claim.

All policies (except workers’ compensation) shall name Owner as an additional insured on a primary and non-contributory basis. Contractor shall furnish certificates of insurance and endorsements prior to starting the Work.

6.4 Force Majeure

Neither Party is liable for delays or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental actions, labor disputes (other than those involving Contractor’s own workforce), epidemics, or natural disasters (“Force Majeure Event”). The affected Party must give written notice within [5] days of the Force Majeure Event. The Contract Time shall be equitably adjusted, but the Contract Price shall not, unless the Force Majeure Event increases Contractor’s direct costs, in which case Contractor is entitled to a Change Order for demonstrable, reasonable cost increases.

VII. DISPUTE RESOLUTION

7.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Louisiana, without regard to conflicts-of-law principles.

7.2 Forum Selection

Subject to Section 7.3, the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [PARISH, LOUISIANA] for any action arising out of or relating to this Agreement.

7.3 Arbitration (Optional)

[OPTION A – ARBITRATION] Any dispute not resolved by negotiation within [30] days shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules. The arbitration shall be held in [CITY, LOUISIANA], before a panel of [ONE/THREE] arbitrator(s) with at least ten (10) years of construction law experience. Judgment on the award may be entered in any court of competent jurisdiction.

[OPTION B – NO ARBITRATION] (Intentionally omitted.)

7.4 Jury Trial Waiver (Optional)

EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

7.5 Injunctive Relief

Notwithstanding anything to the contrary, either Party may seek temporary, preliminary, or permanent injunctive relief or specific performance from a court of competent jurisdiction to protect its confidential information, intellectual property, or other proprietary rights, without posting bond except as required by court order.

VIII. GENERAL PROVISIONS

8.1 Amendment & Waiver

No amendment or waiver of any provision of this Agreement is effective unless it is in writing and signed by the Party against whom the amendment or waiver is sought to be enforced. A waiver on one occasion is not a waiver on any subsequent occasion.

8.2 Assignment

Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that Owner may assign this Agreement, without Contractor’s consent, to any lender providing construction or permanent financing, or to any purchaser of the Site, provided such assignee assumes Owner’s obligations herein.

8.3 Successors & Assigns

Subject to Section 8.2, this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

8.4 Severability

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect, and the Parties agree to substitute a valid and enforceable provision that most nearly reflects the original intent.

8.5 Integration & Merger

This Agreement, together with the Contract Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations, and representations.

8.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. Signatures delivered by electronic means (e.g., PDF or DocuSign) are deemed original signatures and are fully effective.

8.7 Notices

All notices must be in writing and delivered (a) by hand; (b) by nationally recognized overnight courier; or (c) by certified mail, return receipt requested, to the addresses set forth below (or as later changed by written notice). Notices are deemed given (i) when delivered if by hand, (ii) one (1) business day after deposit if by overnight courier, or (iii) three (3) business days after deposit if by certified mail.

Owner: [NOTICE ADDRESS]
Attn: [CONTACT TITLE]

Contractor: [NOTICE ADDRESS]
Attn: [CONTACT TITLE]

8.8 Further Assurances

Each Party shall execute and deliver such additional documents and take such further actions as may be reasonably necessary to carry out the intent and purposes of this Agreement.

8.9 No Third-Party Beneficiaries

Except as expressly provided in Section 6.1 with respect to Indemnitees and in Section 8.2 with respect to lenders, nothing herein is intended to confer any rights or remedies on any person other than the Parties.

8.10 Survival

Provisions that by their nature should survive termination or expiration of this Agreement, including but not limited to indemnification, limitation of liability, warranties, and dispute resolution, shall so survive.

IX. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto 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: _________

[SEAL] (if required for corporate formalities)

ACKNOWLEDGMENT / NOTARIZATION

[// GUIDANCE: Louisiana does not generally require notarization of construction contracts; however, if the Parties intend to record the Notice of Contract, acknowledge signatures before a notary so that the Notice of Contract may be recorded together with an excerpt of this Agreement.]

EXHIBIT A – PLANS AND SPECIFICATIONS

[List drawings and dated revisions here.]

EXHIBIT B – SCHEDULE OF VALUES

[Attach Contractor’s schedule of values.]

EXHIBIT C – INSURANCE REQUIREMENTS

[Attach sample certificates, additional insured endorsements, waiver of subrogation endorsements.]

EXHIBIT D – PAYMENT BOND (SAMPLE FORM)

[Attach statutory form bond with surety acknowledgment.]

EXHIBIT E – CHANGE ORDER FORM

[Attach standard change order template.]

[// GUIDANCE:
1. Tailor Retainage percentages and release timeline to match current Louisiana law or Owner preference.
2. Review indemnity clause for compliance with La. Rev. Stat. Ann. § 9:2780.1—delete owner-negligence indemnity if void under anti-indemnity statute.
3. Record the Notice of Contract (and Payment Bond) in the parish mortgage records before Work commences; failure to do so significantly increases lien exposure.
4. For residential projects of one- or two-family dwellings, lien notice periods differ (generally 30 days instead of 60 days). Adjust Section II.6 accordingly.
5. Replace optional arbitration and jury waiver brackets with selected approach and delete the unused option to avoid ambiguity.
6. Confirm insurance limits with Owner’s risk manager and Contractor’s broker.]