CONSTRUCTION SERVICES AGREEMENT

(New Hampshire – Private Project)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Work & Performance Standards
4. Contract Sum; Schedule of Values; Payment Procedures
5. Lien Law Compliance; Payment Bond; Retainage
6. Representations & Warranties
7. Covenants & Restrictions
8. Default; Notice & Cure; Remedies
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Execution Block

[// GUIDANCE: Tailor section numbering, titles, cross-references, and defined terms to align with your firm’s house style. All bracketed items must be completed or deleted prior to final execution.]

1. DOCUMENT HEADER

1.1 Agreement. This Construction Services Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [OWNER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE], with offices at [ADDRESS] (“Owner”); and
(b) [CONTRACTOR LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE], with offices at [ADDRESS] (“Contractor”).

1.2 Recitals.
A. Owner desires that Contractor furnish all labor, materials, equipment, and services necessary to construct the improvements described herein (the “Project”) on the real property located at [PROJECT ADDRESS / LEGAL DESCRIPTION] (the “Site”).
B. Contractor represents that it is duly licensed, qualified, and capable of performing the Work (as defined below) in accordance with the terms of this Agreement and applicable Law (as defined below).
C. In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

2. DEFINITIONS

Alphabetical listing (capitalized terms used throughout this Agreement).

“Applicable Law” means all federal, state, county, municipal, and local statutes, regulations, codes, ordinances, orders, and requirements, including without limitation the New Hampshire mechanic’s lien statutes, N.H. Rev. Stat. Ann. ch. 447, as the same may be amended (“NH Lien Law”).

“Change Order” means a written amendment executed by both Parties modifying the Contract Sum, Contract Time, or scope of the Work.

“Contract Documents” means, collectively, this Agreement, the Drawings, Specifications, Exhibits, all Change Orders, and any documents expressly incorporated herein.

“Contract Sum” has the meaning provided in Section 4.1.

“Contract Time” means the period commencing on the Notice to Proceed and ending upon Final Completion.

“Final Completion” means the date on which (i) the Work is fully completed in accordance with the Contract Documents, (ii) all punch-list items are resolved, (iii) all close-out deliverables are provided, and (iv) final payment, lien waivers, and release of all retention occur.

“Notice to Proceed” means written authorization issued by Owner directing Contractor to commence the Work.

“Party” or “Parties” means Owner and/or Contractor.

“Retainage Cap” has the meaning set forth in Section 5.3.

“Substantial Completion” means the date certified by Owner on which the Work (or a specified portion) is sufficiently complete so that Owner may occupy or utilize the Project for its intended use.

“Work” means all construction, labor, services, materials, equipment, and other obligations that Contractor is required to provide under the Contract Documents.

[// GUIDANCE: Include additional defined terms as needed (e.g., “Architect,” “Drawings,” “Specifications,” “Force Majeure Event”).]

3. SCOPE OF WORK & PERFORMANCE STANDARDS

3.1 Scope. Contractor shall diligently perform and complete the Work in strict conformity with the Contract Documents and all Applicable Law.

3.2 Performance Standards.
(a) Workmanlike Manner. All Work shall be performed in a first-class, workmanlike manner and in accordance with industry standards prevailing in New Hampshire for comparable projects.
(b) Schedule. Contractor shall achieve Substantial Completion no later than [SUBSTANTIAL COMPLETION DATE] and Final Completion no later than [FINAL COMPLETION DATE] unless extended by Change Order or force majeure.
(c) Safety. Contractor is solely responsible for worksite safety and compliance with OSHA and state safety regulations.

3.3 Coordination. Contractor shall coordinate the Work with Owner, Architect, engineers, governmental authorities, utility providers, and other contractors engaged by Owner.

3.4 Changes in the Work. No change, addition, or deletion is valid unless memorialized in a Change Order executed by both Parties.

4. CONTRACT SUM; SCHEDULE OF VALUES; PAYMENT PROCEDURES

4.1 Contract Sum. Owner shall pay Contractor a total amount not to exceed [CONTRACT SUM IN WORDS AND NUMBERS] (the “Contract Sum”), subject to additions or deductions by Change Order.

4.2 Schedule of Values. Contractor shall, within ten (10) days after the Effective Date, submit a detailed schedule of values (“SOV”) for Owner’s approval allocating the Contract Sum among cost divisions.

4.3 Progress Payments.
(a) Application for Payment. On or before the [DAY] of each month, Contractor shall submit an application for payment covering Work performed through the preceding month, supported by (i) updated SOV, (ii) conditional lien waivers from Contractor and all lower-tier parties, and (iii) such additional documentation reasonably requested by Owner.
(b) Payment. Subject to Section 5 (Lien Compliance) and Section 5.3 (Retainage), Owner shall pay approved amounts within [NUMBER] days after receipt of a complete application for payment.

4.4 Final Payment. Final payment is contingent upon (i) Final Completion, (ii) delivery of final unconditional lien waivers from Contractor and all subcontractors/suppliers, (iii) release of any claims or security interests, and (iv) submission of all close-out documents (as-builts, warranties, O&M manuals, etc.).

4.5 Payment Not Acceptance. No payment constitutes acceptance of nonconforming Work or waives Owner’s rights with respect thereto.

5. LIEN LAW COMPLIANCE; PAYMENT BOND; RETAINAGE

5.1 Compliance with NH Lien Law.
(a) Preliminary Notice. To facilitate Owner’s ability to monitor lien exposure, Contractor shall, within fifteen (15) days after the Effective Date, furnish Owner with a list of all subcontractors and major suppliers expected to perform Work or furnish materials valued at greater than [MINIMUM DOLLAR THRESHOLD].
(b) Notice of Intent to Lien. Contractor shall provide Owner written notice at least fifteen (15) days prior to filing any lien statement under NH Lien Law.
(c) Discharge of Liens. Within five (5) business days after receipt of written notice from Owner, Contractor shall bond off, discharge, or otherwise secure the release of any mechanic’s or materialman’s lien filed by Contractor or any lower-tier party arising from the Work.

5.2 Payment Bond. If required by Applicable Law or by Owner in its sole discretion, Contractor shall furnish a payment bond in the penal sum of one hundred percent (100%) of the Contract Sum, issued by a surety licensed to transact business in New Hampshire and rated not less than A-/VII by A.M. Best.

5.3 Retainage.
(a) Retainage Percentage. Owner may withhold retainage from each progress payment in an amount not to exceed [FIVE PERCENT (5%)] of the amount due (“Retainage Cap”) until Substantial Completion.
(b) Release of Retainage. Owner shall release fifty percent (50%) of retained sums upon Substantial Completion and the balance upon Final Completion and satisfaction of Section 4.4.
(c) Statutory Limits. Retainage shall not exceed any lower statutory maximum imposed by Applicable Law.

[// GUIDANCE: Confirm whether project type or funding source triggers mandatory retainage limits or payment bond requirements under N.H. Rev. Stat. Ann. ch. 447 or other statutes.]

6. REPRESENTATIONS & WARRANTIES

6.1 Contractor’s Representations. Contractor represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its formation and is qualified to do business in New Hampshire;
(b) it holds all licenses and permits required to perform the Work;
(c) the execution and performance of this Agreement do not violate any agreement to which Contractor is a party;
(d) the Work will be free from defects in workmanship and materials and will conform to the Contract Documents for a period of one (1) year from the date of Substantial Completion (the “Warranty Period”), without prejudice to any longer warranties required by the Contract Documents or law; and
(e) it has carefully reviewed all Contract Documents, has visited the Site, and has satisfied itself as to the conditions under which the Work is to be performed.

6.2 Survival. The representations and warranties set forth in this Section 6 survive Final Completion and any termination of the Agreement.

7. COVENANTS & RESTRICTIONS

7.1 Compliance. Contractor shall comply with all Applicable Law, including environmental, wage, safety, and immigration laws.

7.2 Insurance. Contractor shall maintain, at its sole cost, insurance policies meeting or exceeding the coverages and limits set forth in Exhibit A (Insurance Requirements) and shall furnish certificates evidencing same prior to commencing Work.

7.3 Taxes. Contractor is responsible for all federal, state, and local taxes arising from the Work, excluding Owner’s income or franchise taxes.

7.4 Audit Rights. Owner or its designee may, upon reasonable notice, audit Contractor’s books and records relating to the Work for a period of three (3) years after Final Completion.

7.5 Confidentiality. Contractor shall not disclose proprietary information obtained from Owner except as required to perform the Work or as mandated by law.

8. DEFAULT; NOTICE & CURE; REMEDIES

8.1 Contractor Events of Default. Each of the following constitutes a default by Contractor:
(a) failure to prosecute the Work with diligence and in accordance with the Contract Schedule;
(b) failure to pay subcontractors or suppliers when due;
(c) filing or permitting any mechanic’s lien in violation of Section 5;
(d) material breach of warranty;
(e) insolvency, bankruptcy, or appointment of a receiver; or
(f) any other material breach of this Agreement.

8.2 Notice & Cure. Owner shall provide written notice specifying the default. Contractor shall cure the default within seven (7) calendar days (or such longer period as Owner may approve in writing) after receipt of notice.

8.3 Owner’s Remedies. If Contractor fails to cure within the applicable period, Owner may, without prejudice to any other remedy:
(a) supplement or take over the Work and back-charge Contractor for the cost of completion;
(b) offset any sums due or to become due to Contractor;
(c) terminate this Agreement for cause pursuant to Section 8.4; and/or
(d) pursue any other remedy available at law or equity, including injunctive relief.

8.4 Termination for Cause. Upon written notice, Owner may terminate this Agreement for Contractor’s uncured default. Owner’s cost to complete plus damages shall be deducted from the unpaid balance of the Contract Sum, and Contractor shall be liable for any deficiency.

8.5 Termination for Convenience. Owner may, upon seven (7) days’ written notice, terminate this Agreement for convenience. Contractor shall be paid (i) for Work executed, (ii) reasonable demobilization costs, and (iii) a termination fee of [PERCENTAGE OR DOLLAR AMOUNT] of the unpaid Contract Sum, as liquidated damages for lost profit.

9. RISK ALLOCATION

9.1 Indemnification by Contractor. To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless Owner and its respective officers, directors, managers, employees, and agents (collectively, the “Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) personal injury, bodily injury, sickness, disease, or death, or damage to or impairment of real or personal property, to the extent caused by the negligent acts, errors, omissions, or willful misconduct of Contractor or its lower-tier parties, or (b) any breach of this Agreement by Contractor.

9.2 Limitation of Liability. Except for Contractor’s indemnity obligations, willful misconduct, or gross negligence, Contractor’s aggregate liability to Owner under this Agreement shall not exceed the Contract Sum. In no event shall either Party be liable for incidental, consequential, or special damages (including lost profits, loss of financing, or loss of use), except to the extent such damages are covered by insurance.

9.3 Force Majeure. A Party is excused from performance to the extent rendered impossible or commercially impracticable by an event beyond its reasonable control and not caused by its fault or negligence, including acts of God, war, civil commotion, epidemic, governmental order, or shortage of materials (each, a “Force Majeure Event”). The affected Party shall provide prompt written notice and use commercially reasonable efforts to mitigate delay.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement is governed by the laws of the State of New Hampshire, without regard to its conflict-of-laws principles.

10.2 Forum Selection. The state courts situated in [NAME OF COUNTY], New Hampshire, shall have exclusive jurisdiction and venue over any action arising out of this Agreement, subject to Section 10.3.

10.3 Arbitration (Optional). If the Parties check the box below, any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date the demand for arbitration is filed.
☐ Arbitration Elected  ☐ Arbitration Declined

10.4 Jury Trial Waiver (Optional). IF ARBITRATION IS DECLINED, THE PARTIES HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.5 Injunctive Relief. Nothing in this Section 10 limits either Party’s right to seek preliminary or permanent injunctive relief or specific performance in any court of competent jurisdiction.

10.6 Attorneys’ Fees. The prevailing Party in any dispute arising out of this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

11. GENERAL PROVISIONS

11.1 Amendments & Waivers. No amendment or waiver is effective unless in writing and signed by the Parties. A waiver on one occasion is not a waiver of subsequent breaches.

11.2 Assignment. Contractor may not assign or delegate this Agreement or any interest herein without Owner’s prior written consent. Any attempted assignment in violation of this Section 11.2 is void.

11.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

11.4 Severability. If any provision is held invalid or unenforceable, such provision shall be reformed to effect the Parties’ intent to the maximum extent permitted by law, and the remaining provisions remain in full force.

11.5 Entire Agreement. The Contract Documents constitute the entire agreement between the Parties with respect to the Project and supersede all prior negotiations and representations, oral or written.

11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by PDF or electronic signature in compliance with the Uniform Electronic Transactions Act), each of which is deemed an original and all of which constitute one instrument.

11.7 Notices. All notices under this Agreement shall be in writing and delivered (i) in person, (ii) by nationally recognized overnight courier, or (iii) by registered or certified mail, return receipt requested, to the addresses set forth in Section 1.1 (or such other address as a Party may designate by notice). Notice is deemed given upon receipt or refusal.

12. EXECUTION BLOCK

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

OWNER:
[OWNER LEGAL NAME]

By: _____
Name: _____
Title: _____
Date: _______

CONTRACTOR:
[CONTRACTOR LEGAL NAME]

By: _____
Name: _____
Title: _____
License No.: ____
Date: ____

[NOTARY ACKNOWLEDGMENT BLOCKS – INSERT IF REQUIRED FOR RECORDING OR LENDER PURPOSES]

Exhibit A – Insurance Requirements

[Bracketed sample coverages:
1. Workers’ Compensation – statutory.
2. Employers’ Liability – $1,000,000 each accident/disease.
3. Commercial General Liability – $1,000,000 per occurrence, $2,000,000 aggregate, including products/completed operations.
4. Automobile Liability – $1,000,000 combined single limit.
5. Umbrella/Excess Liability – $[X] per occurrence/aggregate.
6. Builder’s Risk (if Contractor responsible) – full replacement cost, special form, naming Owner as loss payee.]

[// GUIDANCE: Adjust limits to project size, lender mandates, and risk profile.]