CONSTRUCTION SERVICES AGREEMENT

(State of Nebraska)

[// GUIDANCE: This template is drafted for private commercial or residential construction projects located in Nebraska. Practitioners should confirm that the project is not a “public improvement” subject to separate statutory requirements before use.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    1. Scope of Work
    2. Contract Price; Payment; Retainage
    3. Time of Performance
    4. Conditions Precedent
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

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

Owner: [OWNER LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Owner”); and

Contractor: [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Contractor”).

Owner and Contractor are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals
A. Owner is the fee title owner or authorized agent of the property located at [PROJECT ADDRESS / LEGAL DESCRIPTION] (the “Site”).
B. Contractor is duly qualified and licensed to perform general construction services in the State of Nebraska and desires to furnish such services to Owner.
C. In consideration of the mutual promises herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. Defined terms appear alphabetically and are cross-referenced throughout this Agreement.

“Act” means the Nebraska Construction Lien Act, as amended.
“Applicable Law” means all federal, state and local statutes, regulations, ordinances, codes, rules, and common-law principles governing any matter relating to the Work, including without limitation the Act and the Nebraska Construction Prompt Pay Act.
“Change Order” has the meaning set forth in Section 5.1.
“Contract Documents” means collectively this Agreement, the Plans and Specifications, any addenda, Change Orders, and the Performance and Payment Bonds, if any.
“Contract Price” has the meaning set forth in Section 2.1.
“Final Completion” means the date upon which (a) the Work is fully completed in accordance with the Contract Documents, (b) all Punch List items are satisfied, (c) all lien waivers, releases, close-out documents, and warranties have been delivered, and (d) Owner has issued final written acceptance.
“Insolvency Event” means the occurrence of bankruptcy, receivership, assignment for the benefit of creditors, or comparable proceeding.
“Lien Notice” has the meaning set forth in Section 7.4(a).
“Payment Application” means Contractor’s written request for payment prepared in accordance with Section 2.2.
“Performance Schedule” has the meaning set forth in Section 3.1.
“Plans and Specifications” means the drawings, plans, and written specifications listed on Exhibit A, prepared by [ARCHITECT/ENGINEER], and approved by Owner.
“Punch List” means the list of minor items to be completed or corrected after Substantial Completion.
“Retainage” has the meaning set forth in Section 2.3.
“Subcontractor” means any person or entity retained by Contractor to furnish labor, materials, equipment, or services for the Work.
“Substantial Completion” means the date certified by Owner on which the Work (or a designated portion thereof) is sufficiently complete so that Owner may occupy or utilize the Work for its intended use.
“Work” means all construction and related services, labor, materials, equipment, and supervision required by the Contract Documents.

III. OPERATIVE PROVISIONS

1. Scope of Work

1.1 Performance. Contractor shall furnish all labor, materials, equipment, tools, supervision, and services necessary to perform the Work in strict conformity with the Contract Documents and Applicable Law.
1.2 Standard of Care. Contractor shall perform the Work in a good and workmanlike manner consistent with industry standards for similar projects in Nebraska.

2. Contract Price; Payment; Retainage

2.1 Contract Price. Owner shall pay Contractor a fixed price of $[AMOUNT] (the “Contract Price”), subject to adjustment only as expressly provided herein.
2.2 Progress Payments.
 (a) On or before the [DAY] of each month, Contractor shall submit a Payment Application covering Work performed through the last day of the preceding month.
 (b) Each Payment Application shall be accompanied by: (i) lien waivers from Contractor and all lower-tier claimants for amounts previously paid; (ii) evidence of compliance with the Performance Schedule; and (iii) any additional documentation reasonably requested by Owner.
 (c) Owner shall pay approved amounts within [15] days after receipt, subject to withholding of Retainage and any contested amounts.
2.3 Retainage. Owner may withhold retainage (“Retainage”) from each progress payment in an amount not exceeding [10%] until the Work is [50%] complete. After the Work is 50% complete, no additional Retainage shall be withheld, and previously withheld Retainage shall be released incrementally in proportion to subsequent payments, unless Owner establishes a good-faith cause for continued withholding, all in compliance with the Nebraska Construction Prompt Pay Act.
2.4 Final Payment. Upon Final Completion, Contractor shall submit a final Payment Application. Owner shall release final payment, including all remaining Retainage, within [30] days after approval, conditioned upon receipt of:
 (a) an affidavit that all payrolls, bills, and liens have been satisfied or will be paid promptly;
 (b) final unconditional lien waivers from Contractor and all Subcontractors and suppliers; and
 (c) all warranties, as-built drawings, and other close-out deliverables.

3. Time of Performance

3.1 Schedule. Contractor shall commence the Work on [COMMENCEMENT DATE] and achieve Substantial Completion no later than [SUBSTANTIAL COMPLETION DATE] (the “Performance Schedule”).
3.2 Delays. Contractor shall promptly notify Owner of any event that may delay the Work. If a delay is caused solely by Owner, force majeure, or other reasons beyond Contractor’s control, Contractor shall be entitled to a reasonable extension of time, but no monetary compensation unless expressly authorized by Change Order.
3.3 Liquidated Damages. If Contractor fails to achieve Substantial Completion by the deadline (as may be extended), Contractor shall pay Owner liquidated damages of $[AMOUNT] per day, not as a penalty but as a reasonable estimate of Owner’s damages.

4. Conditions Precedent

Performance of the Work is conditioned upon:
(a) issuance of all required permits;
(b) Owner’s timely payment of amounts due; and
(c) Contractor’s procurement of insurance and bonds in accordance with Article 9.

IV. REPRESENTATIONS & WARRANTIES

4.1 Contractor represents and warrants that:
 (a) Contractor is duly organized, validly existing, in good standing, and properly licensed in Nebraska;
 (b) Contractor has full authority to enter into and perform under this Agreement;
 (c) the Work shall be free from defects, constructed in accordance with the Contract Documents, and fit for its intended purpose for a period of one (1) year from Final Completion (the “Warranty Period”);
 (d) materials and equipment furnished will be new and of good quality unless otherwise specified; and
 (e) Contractor and all Subcontractors shall comply with all Applicable Law, including OSHA, environmental, and lien statutes.
4.2 Survival. The representations and warranties set forth herein shall survive Final Completion for the duration of the Warranty Period and any longer period expressly stated in manufacturer warranties.

V. COVENANTS & RESTRICTIONS

5.1 Changes in the Work. Changes may be made only by a written change order signed by both Parties (“Change Order”). Each Change Order shall specify any adjustment to the Contract Price, Performance Schedule, or other Contract Documents.
5.2 Subcontracts. Contractor shall be solely responsible for selecting, directing, and paying all Subcontractors. Subcontracts shall bind Subcontractors to terms no less stringent than those set forth herein, including lien waiver and indemnification obligations.
5.3 Safety and Clean-Up. Contractor shall maintain the Site in a clean, orderly, and safe condition and shall implement all safety measures required by Applicable Law.
5.4 Notice Obligations. Contractor shall promptly provide written notice to Owner of (a) any latent or concealed conditions encountered at the Site, (b) any discrepancies in the Contract Documents, or (c) any event giving rise to a potential claim.
5.5 Bonds. If the Contract Price exceeds [$50,000] or as otherwise required by Owner, Contractor shall furnish to Owner, at Contractor’s cost, performance and payment bonds each in the full amount of the Contract Price, issued by a surety licensed in Nebraska.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The following shall constitute an “Event of Default”:
 (a) A Party’s material breach of this Agreement which remains uncured for [10] days after written notice (or such shorter period as is reasonable under the circumstances for safety or lien issues);
 (b) An Insolvency Event of either Party;
 (c) Failure to maintain required insurance or bonds;
 (d) Contractor’s persistent failure to prosecute the Work in accordance with the Performance Schedule.
6.2 Owner’s Remedies. Upon Contractor’s Event of Default, Owner may, after the required notice and cure period:
 (i) suspend the Work;
 (ii) perform or cause to be performed the unsatisfied obligations at Contractor’s expense;
 (iii) terminate this Agreement for cause and finish the Work by whatever method Owner deems expedient; and/or
 (iv) offset against any sums due to Contractor.
6.3 Contractor’s Remedies. Upon Owner’s Event of Default, Contractor may suspend the Work or terminate this Agreement after notice and opportunity to cure, and shall be entitled to payment for Work performed plus reasonable demobilization costs.
6.4 Attorney Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to recover its reasonable attorney fees and costs.

VII. RISK ALLOCATION

7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Owner, its officers, directors, agents, and employees from and against any and all claims, damages, losses, liabilities, and expenses, including attorney fees, arising out of or resulting from (a) the performance of the Work, (b) any negligent or intentional act or omission of Contractor or its Subcontractors, or (c) a breach of Contractor’s obligations under this Agreement, except to the extent caused by Owner’s sole negligence.
7.2 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE TOTAL AGGREGATE LIABILITY OF CONTRACTOR TO OWNER FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE CONTRACT PRICE. THIS LIMITATION SHALL NOT APPLY TO (A) CONTRACTOR’S INDEMNITY OBLIGATIONS, (B) CLAIMS COVERED BY INSURANCE, OR (C) DAMAGES CAUSED BY CONTRACTOR’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
7.3 Insurance. Contractor shall maintain the following insurance at its own expense, with insurers licensed in Nebraska and AM Best rated A- or better:
 (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;
 (d) Employer’s Liability: $[1,000,000]; and
 (e) Builder’s Risk or Course of Construction insurance as required by Owner.
Certificates of insurance naming Owner as an additional insured (except Workers’ Compensation) shall be delivered prior to commencement of the Work.
7.4 Lien Compliance.
 (a) Lien Notice. Contractor acknowledges that, under the Act, each potential lien claimant must provide a written notice of intention to claim a lien (“Lien Notice”) prior to filing a lien statement. Contractor shall deliver to Owner, contemporaneously with each Payment Application, copies of all Lien Notices (if any) received or issued.
 (b) Waivers. Contractor shall, as a condition precedent to payment, furnish partial and final lien waivers in form acceptable to Owner.
 (c) Discharge of Liens. Contractor shall promptly discharge any lien filed by any Subcontractor or supplier through payment, bonding off, or other legal means within [10] days after notice.

7.5 Force Majeure. Neither Party shall be liable for delay or failure in performance caused by an event beyond its reasonable control, including adverse weather, acts of God, labor disputes, or governmental actions, provided the affected Party gives prompt written notice and resumes performance promptly thereafter.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nebraska, without regard to its conflict-of-laws principles.
8.2 Forum Selection. The state courts located in [COUNTY], Nebraska shall have exclusive jurisdiction over any action arising out of or related to this Agreement, except as provided in Section 8.3.
8.3 Optional Arbitration. [At Owner’s election / Upon mutual agreement], any claim exceeding [$50,000] may be submitted to binding arbitration administered by the [American Arbitration Association] in accordance with its Construction Industry Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
8.4 Jury Waiver. [EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.]
8.5 Injunctive Relief. Nothing herein shall limit either Party’s right to seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

IX. GENERAL PROVISIONS

9.1 Amendments; Waivers. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
9.2 Assignment. Neither Party may assign or delegate its rights or obligations 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 permitted successors and assigns.
9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it valid.
9.5 Entire Agreement. The Contract Documents constitute the entire agreement between the Parties and supersede all prior negotiations, representations, or agreements, whether written or oral.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures transmitted electronically shall be deemed original and binding.
9.7 Notices. All notices shall be in writing and delivered (a) personally, (b) by certified mail, return receipt requested, (c) by nationally recognized overnight courier, or (d) by email with confirmation of receipt, addressed to the Parties at the addresses set forth above (or as later designated). Notice is deemed given upon receipt or refusal.
9.8 Interpretation. Headings are for convenience only and do not affect interpretation. The singular includes the plural and vice versa as the context requires.

X. EXECUTION BLOCK

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

[// GUIDANCE: If notarization is desired for filing or lender requirements, insert the appropriate Nebraska acknowledgment block here. Nebraska law does not generally require witnesses for commercial contracts; confirm lender or title company preferences.]

EXHIBIT A

Plans and Specifications
[Attach complete list or incorporate by reference.]

EXHIBIT B

Performance and Payment Bonds (if applicable)

EXHIBIT C

Insurance Certificates

[// GUIDANCE: Add additional exhibits—such as the Project Schedule, Schedule of Values, or Warranty Forms—as needed for the specific project.]

END OF DOCUMENT