CONSTRUCTION SERVICES AGREEMENT

(Mississippi – Private Project)

[// GUIDANCE: This comprehensive template is drafted to comply with Mississippi construction-lien statutes, payment-bond rules, and retainage limits. All bracketed text must be completed or tailored by counsel prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Scope of Work
   3.2 Contract Price; Retainage; Payment Procedures
   3.3 Schedule & Milestones
   3.4 Conditions Precedent
4. Representations & Warranties
5. Covenants & Compliance
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

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

[Owner Legal Name], a [State of Formation] [Entity Type] with principal offices at [Address] (“Owner”), and

[Contractor Legal Name], a [State of Formation] [Entity Type] with principal offices at [Address] (“Contractor”).

Owner and Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

Recitals

A. Owner desires to engage Contractor to furnish labor, materials, equipment, and services for the construction project described herein.
B. Contractor is duly licensed, qualified, and willing to perform such work in accordance with Mississippi law.
C. In consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term used but not defined herein shall have its plain meaning or the meaning set forth in applicable Mississippi statutes.

“Applicable Law” – All federal, state, and local statutes, ordinances, regulations, rules, codes, standards, permits, and orders, including those governing mechanics’ and materialmen’s liens, payment bonds, safety, environmental protection, building codes, and licensing requirements.

“Change Order” – A written modification to the Work, Contract Price, or Contract Time executed by authorized representatives of both Parties.

“Contract Documents” – Collectively, this Agreement, any exhibits, drawings, specifications, schedules, Change Orders, the Project Manual, and all addenda identified in Exhibit A.

“Contract Price” – The total amount payable to Contractor for satisfactory completion of the Work as set forth in Section 3.2, inclusive of any approved adjustments.

“Contract Time” – The period commencing on the Notice to Proceed and ending on Final Completion, inclusive of approved extensions.

“Final Completion” – The date on which (i) the Work is fully performed in accordance with the Contract Documents, (ii) all punch-list items are completed or waived, (iii) all close-out documents have been delivered, and (iv) unconditional lien releases have been provided.

“Lien Laws” – The Mississippi mechanics’ and materialmen’s lien statutes, as amended. [// GUIDANCE: Insert precise statutory citations if desired.]

“Notice” – A written communication delivered in accordance with Section 9.4.

“Project” – The construction project commonly known as [Project Name/Description] and located at [Project Address or Legal Description].

“Retainage” – The percentage of each Progress Payment withheld by Owner pursuant to Section 3.2.2.

“Subcontractor” – Any person or entity, including suppliers, retained by Contractor to perform any portion of the Work.

“Work” – All labor, services, materials, equipment, and other obligations required by the Contract Documents.

3. OPERATIVE PROVISIONS

3.1 Scope of Work

3.1.1 Contractor shall perform the Work described in Exhibit B (“Scope of Work”) in strict conformity with the Contract Documents and Industry Standards.
3.1.2 Contractor shall provide all supervision, labor, materials, equipment, tools, consumables, temporary utilities, and services necessary for the proper and timely performance of the Work.

3.2 Contract Price; Retainage; Payment Procedures

3.2.1 Contract Price. Owner shall pay Contractor the Contract Price of [Dollar Amount in Words] USD ($[Amount]) subject to additions and deductions by Change Order.

3.2.2 Retainage. Owner shall withhold retainage from each Progress Payment in an amount not exceeding the maximum percentage permitted under Mississippi law (currently [Retainage %] %) until Substantial Completion. Upon Substantial Completion, retainage shall be reduced to [Reduced % or $0], provided Contractor delivers an unconditional lien waiver for Work performed to date.

[// GUIDANCE: Confirm current statutory cap (private projects) – Mississippi commonly limits to 5 %.]

3.2.3 Schedule of Values. Contractor shall submit, for Owner’s approval, a schedule of values allocating the Contract Price among divisions of the Work.

3.2.4 Applications for Payment. On or before the [day] of each month, Contractor shall submit an Application for Payment covering Work completed through the end of the preceding month, supported by:
(a) sworn statements;
(b) conditional lien waivers from Contractor and all lower-tier subcontractors/material suppliers; and
(c) other documentation reasonably requested by Owner or Owner’s lender.

3.2.5 Progress Payments. Owner shall make Progress Payments within [30] days after receipt of a properly documented Application for Payment, subject to retainage and other offsets permitted herein.

3.2.6 Final Payment. Final Payment of the unpaid balance shall be due within [30] days after Final Completion and delivery of (i) final unconditional lien waivers, (ii) certificates of occupancy (if applicable), (iii) as-built drawings, and (iv) all warranties and close-out documents.

3.2.7 Payment Not Acceptance. No payment by Owner shall constitute acceptance of defective or nonconforming Work nor prejudice any of Owner’s rights.

3.3 Schedule & Milestones

Contractor shall commence the Work within [___] days after Owner issues the Notice to Proceed and shall achieve the milestones set forth in Exhibit C (“Project Schedule”), including Substantial Completion by [Date] and Final Completion by [Date], subject to extensions for Excusable Delays under Section 7.4.

3.4 Conditions Precedent

Owner’s obligation to make any payment is expressly conditioned on (i) Contractor’s compliance with lien-waiver requirements; (ii) Contractor’s maintenance of insurance; and (iii) absence of an uncured Event of Default.

4. REPRESENTATIONS & WARRANTIES

4.1 Contractor represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its state of formation and is authorized to transact business in Mississippi;
(b) it holds all licenses and registrations required for the performance of the Work;
(c) it has reviewed and is familiar with the Contract Documents and the Project site and has no knowledge of any errors, inconsistencies, or omissions therein;
(d) the Work will be performed in a good and workmanlike manner, in accordance with Applicable Law, free from defects, and will conform to the Contract Documents for a warranty period of [one (1) year] from Final Completion or such longer period specified by manufacturers’ warranties.

4.2 Owner represents and warrants that it has full right, title, and interest in the Project site to permit construction of the Work and that financing sufficient to pay the Contract Price is in place or will be in place prior to commencement of Work.

4.3 Survival. All representations and warranties shall survive Final Payment and completion of the Work to the extent provided herein.

5. COVENANTS & COMPLIANCE

5.1 Permits & Approvals. Unless expressly stated otherwise in Exhibit B, Contractor shall obtain and pay for all permits, licenses, inspections, and governmental fees required for the performance of the Work.

5.2 Safety & Environmental. Contractor shall establish, maintain, and enforce safety programs compliant with OSHA and Mississippi Department of Environmental Quality requirements, and shall immediately report any incident resulting in injury, property damage, or environmental release.

5.3 Mississippi Lien Law Notices. Contractor shall strictly comply with all notice, filing, and release requirements under the Lien Laws, including:
(a) providing any required prelien notices to Owner and, if applicable, Owner’s lender within statutory time limits;
(b) filing any Claim of Lien within statutory deadlines;
(c) providing Owner with unconditional lien releases upon receipt of each Progress Payment; and
(d) timely releasing liens upon payment in full.

[// GUIDANCE: For subcontractor compliance, consider attaching a standard Pre-Lien Notice form as Exhibit D.]

5.4 Payment Bond. If the Contract Price exceeds [Threshold Amount], Contractor shall furnish a payment bond (and performance bond if requested) in the penal sum of 100 % of the Contract Price, issued by a surety authorized to do business in Mississippi and rated at least A- by A.M. Best. The bond shall comply with Mississippi payment-bond statutes.

5.5 Recordkeeping & Audit. Contractor shall maintain complete and accurate job-cost records for at least [three (3)] years after Final Completion and shall permit Owner to audit such records upon five (5) business days’ Notice.

6. DEFAULT & REMEDIES

6.1 Contractor Events of Default. The occurrence of any of the following shall constitute a default (“Event of Default”) by Contractor:
(a) failure to prosecute the Work diligently, causing, or reasonably likely to cause, a material delay to the Project Schedule;
(b) failure to pay Subcontractors or suppliers when due, absent good-faith dispute;
(c) filing of a voluntary or involuntary petition in bankruptcy or insolvency;
(d) failure to maintain required insurance or bonds;
(e) violation of lien-waiver obligations; or
(f) any other material breach not cured within the applicable cure period.

6.2 Notice & Cure. Owner shall provide written Notice specifying the Event of Default. Contractor shall have [7] calendar days to cure monetary defaults and [10] calendar days to commence and diligently pursue cure of non-monetary defaults.

6.3 Owner Remedies. If Contractor fails to timely cure, Owner may, without prejudice to any other rights, (i) supplement or take over the Work and deduct the cost from the Contract Price; (ii) terminate this Agreement for cause upon [48] hours’ Notice; (iii) make direct payments to Subcontractors and suppliers; (iv) enjoin Contractor from filing or enforcing liens; and/or (v) pursue all remedies at law or in equity, including recovery of attorney fees and costs under Section 6.5.

6.4 Contractor Remedies. If Owner defaults on its payment obligations and fails to cure within [10] days after written Notice, Contractor may suspend performance until payment is made, subject to Lien Laws.

6.5 Attorney Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to recover its reasonable attorney fees, court costs, and expert-witness fees.

7. RISK ALLOCATION

7.1 Indemnification

To the fullest extent permitted by Applicable Law, Contractor shall indemnify, defend, and hold harmless Owner, its officers, directors, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including reasonable attorney fees) arising out of or resulting from (i) bodily injury, sickness, disease, or death, or property damage, including loss of use, caused in whole or in part by any negligent act or omission of Contractor, Subcontractors, or anyone for whose acts they may be liable, or (ii) breach of this Agreement by Contractor. Contractor’s duty to defend shall be immediate upon written demand and independent of its duty to indemnify.

7.2 Limitation of Liability

Except for (a) Contractor’s indemnity obligations; (b) Contractor’s gross negligence or willful misconduct; or (c) claims covered by insurance required herein, Contractor’s aggregate liability to Owner shall not exceed the Contract Price.

7.3 Insurance

Contractor shall maintain, at its sole cost and expense, the following insurance, naming Owner as an additional insured on a primary and non-contributory basis via ISO CG 20 10 04 13 and CG 20 37 04 13 endorsements (or equivalents):
(a) Commercial General Liability – $1,000,000 per occurrence / $2,000,000 aggregate;
(b) Automobile Liability – $1,000,000 combined single limit;
(c) Workers’ Compensation – statutory limits; Employers’ Liability – $1,000,000;
(d) Umbrella/Excess Liability – $[Amount] per occurrence;
(e) Builder’s Risk (if Contractor responsible for) – full replacement value on an “all-risk” basis.

Certificates of insurance shall be delivered before commencement of the Work and shall provide at least thirty (30) days’ prior written Notice of cancellation or material change.

7.4 Force Majeure

Neither Party shall be liable for delays or failure in performance caused by acts of God, adverse weather not reasonably anticipated, governmental orders, terrorism, labor strikes beyond the Party’s control, pandemics, or other events beyond its reasonable control (“Force Majeure Event”), provided the affected Party gives Notice within five (5) days of the event’s commencement and diligently resumes performance thereafter. Contract Time shall be equitably adjusted for a Force Majeure Event.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Mississippi, without regard to its conflict of laws rules.

8.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [County, Mississippi] for any action arising out of or relating to this Agreement.

8.3 Optional Arbitration. At any time after a dispute arises, either Party may propose that the dispute be resolved by binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules. Arbitration shall proceed only if both Parties execute a separate written arbitration agreement.

8.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Equitable Relief. Notwithstanding any other provision, either Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending final resolution of the dispute.

[// GUIDANCE: Mississippi enforces contractual jury waivers if knowingly made; include bold or all-caps for emphasis.]

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument executed by both Parties. No waiver shall be deemed a continuing waiver of the same or any other provision.

9.2 Assignment. Neither Party may assign, delegate, or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Owner may assign its rights to a lender as collateral security.

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

9.4 Notices. All Notices shall be in writing and delivered by (a) personal delivery with receipt, (b) nationally recognized overnight courier (next-business-day delivery), or (c) certified mail, return-receipt requested, addressed to the Party’s address first set forth above (or as later changed by Notice). Notice is effective upon receipt or refusal.

9.5 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be amended to achieve, to the greatest extent possible, the intent of the Parties.

9.6 Entire Agreement. This Agreement, including all exhibits and Change Orders, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, written or oral.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Signatures transmitted electronically (e.g., via PDF or electronic-signature platform compliant with the Uniform Electronic Transactions Act) are binding and effective.

9.8 Independent Contractor. Contractor is an independent contractor and not an employee, agent, or partner of Owner for any purpose.

9.9 Time of the Essence. Time is of the essence with respect to all dates and obligations herein.

9.10 Interpretation. Headings are for convenience only and do not affect interpretation. The Agreement shall be construed without regard to any presumption against the Party responsible for drafting.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[Optional Notary Acknowledgment Block – Insert if required for recordable memoranda or financing purposes.]

EXHIBIT LIST

A. Contract Documents
B. Scope of Work / Specifications
C. Project Schedule
D. Form of Pre-Lien Notice (optional)
E. Change Order Form
F. Insurance Certificates

[// GUIDANCE: Before use, counsel should (i) confirm current Mississippi lien-law deadlines and retainage caps; (ii) align insurance limits with project requirements; and (iii) delete or revise bracketed guidance notes.]