CONSTRUCTION SERVICES AGREEMENT

(Oklahoma – Private Project)

[// GUIDANCE: This template is designed for use on private construction projects located in the State of Oklahoma. Public-works projects are subject to additional statutory requirements (e.g., Oklahoma’s “Little Miller Act,” 61 O.S. § 1 et seq.) that are not fully addressed below. Counsel should confirm project type before finalizing.]

I. DOCUMENT HEADER

1. Parties
   This Construction Services Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. Owner: [OWNER LEGAL NAME], a [STATE] [ENTITY TYPE], having its principal place of business at [ADDRESS] (“Owner”); and
   b. Contractor: [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE], license/registration no. [_], with its principal place of business at [ADDRESS] (“Contractor”).

2. Project Identification
   The work contemplated herein (“Work”) pertains to the construction/improvement of the project commonly known as “[PROJECT NAME]” and located at [PROJECT ADDRESS / LEGAL DESCRIPTION] (the “Project Site”).

3. Recitals
   WHEREAS, Owner desires to engage Contractor to perform certain construction services for the Project; and
   WHEREAS, Contractor represents that it is duly qualified and willing to perform the Work in accordance with the terms and conditions set forth herein;
   NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Scope of Work
   3.2 Contract Time & Schedule
   3.3 Contract Price & Payment
   3.4 Changes in the Work
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

[// GUIDANCE: Update TOC pagination if converted to Word/PDF.]

II. DEFINITIONS

Unless otherwise indicated, capitalized terms shall have the meanings set forth below:

“Applicable Law” means all federal, state (including, without limitation, the Oklahoma Lien Act, 42 Okla. Stat. § 141 et seq.), county, municipal, and local statutes, ordinances, regulations, and building codes applicable to the Work.

“Change Order” means a written modification to the Agreement executed by duly authorized representatives of both Parties in accordance with Section 3.4.

“Contract Documents” collectively means (a) this Agreement, (b) the drawings, plans, and specifications identified in Exhibit A, (c) any addenda issued prior to execution, (d) duly executed Change Orders, (e) the Project schedule, and (f) all other documents expressly incorporated herein.

“Contract Price” has the meaning assigned in Section 3.3.1.

“Day” means a calendar day unless expressly stated otherwise.

“Final Completion” means the date on which (i) the Work is fully performed in accordance with the Contract Documents, (ii) all punch-list items are completed to Owner’s satisfaction, and (iii) Contractor has delivered all close-out documents required under this Agreement.

“Lien Notice” means the preliminary notice to Owner required under 42 Okla. Stat. § 142.6 (or successor provision), if applicable.

“Retainage” has the meaning assigned in Section 3.3.4.

[// GUIDANCE: Add, delete, or modify definitions to align with the specific Project and Contract Documents.]

III. OPERATIVE PROVISIONS

3.1 Scope of Work

3.1.1 Contractor shall furnish all labor, materials, equipment, tools, supervision, and services necessary to perform the Work described in the Contract Documents, in strict accordance with (a) the plans and specifications, (b) Applicable Law, and (c) the highest standards of workmanship prevailing in the construction industry for similar projects in Oklahoma.

3.1.2 Contractor shall not deviate from the Contract Documents except pursuant to a duly executed Change Order.

3.2 Contract Time & Schedule

3.2.1 Commencement; Substantial Completion. Contractor shall commence the Work on or before [COMMENCEMENT DATE] and achieve Substantial Completion no later than [SUBSTANTIAL COMPLETION DATE] (“Contract Time”), subject to adjustments approved in accordance with this Agreement.
3.2.2 Liquidated Damages. If Contractor fails to achieve Substantial Completion within the Contract Time, Contractor shall pay Owner liquidated damages in the amount of $[_____] per Day, representing a reasonable pre-estimate of Owner’s damages and not a penalty.

3.3 Contract Price & Payment

3.3.1 Contract Price. Owner shall pay Contractor a total contract price of $[CONTRACT PRICE] (the “Contract Price”), subject to additions and deductions by Change Order.

3.3.2 Schedule of Values & Progress Payments.
a. Contractor shall submit for Owner’s approval a Schedule of Values allocating the Contract Price among the various divisions of the Work.
b. On or before the [] Day of each month, Contractor shall submit a payment application for Work performed through the last Day of the prior month, supported by: (i) sworn statements, (ii) conditional and unconditional lien waivers from Contractor and all lower-tier lien claimants, and (iii) such other documentation as Owner may reasonably require.
c. Owner shall, within [] Days after receipt of a properly documented application, pay Contractor the amount approved, less Retainage, any disputed amounts, and any set-offs permitted under this Agreement.

3.3.3 Lien Law Compliance.
a. Contractor shall strictly comply, and shall cause all subcontractors and suppliers to comply, with the Oklahoma Lien Act, 42 Okla. Stat. § 141 et seq.
b. Contractor shall timely serve any required Lien Notice on Owner and file any required statement of lien in the form and within the periods prescribed by statute.
c. Failure by Contractor to provide a Lien Notice (where required) shall constitute a material breach and an Event of Default hereunder.

[// GUIDANCE: Oklahoma generally requires a “pre-lien” notice be served within seventy-five (75) days after the date labor or materials were last furnished if the amount due exceeds certain statutory thresholds or if the property is residential. Confirm statutory thresholds before finalizing.]

3.3.4 Retainage. Owner may withhold as retainage (“Retainage”) an amount not to exceed five percent (5 %) of each progress payment until Substantial Completion, after which Retainage shall be reduced to two and one-half percent (2.5 %) and released upon Final Completion, subject to liens or claims then pending.

[// GUIDANCE: Retainage limits above mirror current Oklahoma private-project norms. Counsel should confirm that lower limits are not contractually mandated by the project lender or other stakeholders.]

3.3.5 Payment Bond. If the Contract Price exceeds $[THRESHOLD] or if required by Owner’s lender, Contractor shall, within ten (10) Days after execution of this Agreement, furnish a payment bond in the penal sum of one hundred percent (100 %) of the Contract Price, naming Owner as obligee and otherwise complying with Applicable Law. The surety shall be (i) licensed to transact surety business in Oklahoma and (ii) rated A- or better by A.M. Best.

3.3.6 Final Payment. Final payment shall be due within [___] Days after (i) Owner’s acceptance of Final Completion, (ii) receipt of final sworn statement, (iii) delivery of all unconditional lien waivers, (iv) delivery of as-built drawings, manuals, warranties, and other close-out documents, and (v) satisfaction of any punch-list items.

3.3.7 Right to Withhold. Owner may withhold payment to the extent reasonably necessary to protect against claims, liens, defective work, or Contractor default.

3.4 Changes in the Work

3.4.1 Owner may order changes, additions, or deductions in the Work by written Change Order. Adjustments to the Contract Price and/or Contract Time shall be agreed upon in the Change Order.
3.4.2 No oral directive or field instruction shall be construed as a Change Order.

IV. REPRESENTATIONS & WARRANTIES

4.1 By Contractor. Contractor represents and warrants that:
a. It is duly organized, validly existing, and in good standing under the laws of the state of its organization and is duly qualified to transact business in Oklahoma.
b. It possesses all licenses, permits, and governmental approvals required to perform the Work.
c. All materials and equipment furnished shall be new and of good quality unless otherwise specified.
d. The Work shall be free from defects in materials and workmanship for a period of [ONE (1)] year from the date of Substantial Completion or such longer period as may be provided in the Contract Documents.
e. It has carefully reviewed the Contract Documents, visited the Project Site, and has no knowledge of any condition that would prevent or materially impede performance of the Work.

4.2 Survival. The representations and warranties in this Section IV shall survive Final Completion and any termination of this Agreement.

V. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws. Contractor shall comply with all Applicable Law, including building codes, safety regulations (e.g., OSHA), and environmental requirements.

5.2 Safety Program. Contractor shall implement and enforce a safety program for the Project Site, including all safety measures required by Applicable Law and prudent industry practice.

5.3 Access & Inspection. Owner and its representatives shall have reasonable access to the Work at all times for inspection and testing.

5.4 Notice of Claims. Contractor shall give Owner written notice of any actual or potential claim, lien, or encumbrance affecting the Project within three (3) Days after Contractor becomes aware thereof.

VI. DEFAULT & REMEDIES

6.1 Events of Default (each an “Event of Default”)
a. Failure of Contractor to prosecute the Work diligently or to meet any milestone within ten (10) Days after receipt of written notice.
b. Filing of any voluntary or involuntary bankruptcy or insolvency proceeding by or against Contractor that is not dismissed within sixty (60) Days.
c. Failure to maintain required insurance or bonds.
d. Failure to pay subcontractors or suppliers when due, except for amounts properly disputed in good faith.
e. Material breach of any other covenant, representation, or obligation under this Agreement that remains uncured for ten (10) Days after written notice.

6.2 Owner Remedies. Upon an Event of Default, Owner may, in addition to any other rights:
a. Withhold further payments;
b. Terminate this Agreement for cause upon written notice;
c. Take over and complete the Work, charging Contractor for all costs in excess of the unpaid Contract Price;
d. Seek specific performance, injunctive relief, and/or damages; and
e. Recover reasonable attorneys’ fees, expert fees, and court costs.

6.3 Contractor Remedies. If Owner fails to pay sums due and undisputed for more than fifteen (15) Days after written notice and cure period, Contractor may (i) suspend the Work, or (ii) terminate this Agreement for cause and recover the unpaid balance of the Contract Price, plus reasonable demobilization costs and interest at the rate of [___] % per annum.

VII. RISK ALLOCATION

7.1 Indemnification by Contractor.
a. Contractor shall indemnify, defend, and hold harmless Owner, its affiliates, lenders, and their respective officers, directors, managers, members, employees, and agents (“Indemnitees”) from and against any and all claims, damages, losses, liens, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (i) personal injury or death, or property damage, to the extent caused by the negligence, breach of contract, or willful misconduct of Contractor or anyone for whom Contractor is responsible, (ii) any lien, claim, or encumbrance asserted by a subcontractor, supplier, or laborer, and (iii) any failure by Contractor to comply with Applicable Law.
b. This indemnity shall survive completion or termination of the Work and is in addition to any other rights or remedies available to Owner.

7.2 Limitation of Liability.
Except for (i) Contractor’s indemnity obligations, (ii) damages caused by Contractor’s gross negligence or willful misconduct, or (iii) claims covered by insurance, Contractor’s aggregate liability under this Agreement shall not exceed the Contract Price.

7.3 Insurance.
Contractor shall maintain, at its sole cost, the following insurance, with insurers licensed in Oklahoma and rated A- or better by A.M. Best:
a. Commercial General Liability: $[_] per occurrence / $[] aggregate;
b. Workers’ Compensation: Statutory limits for Oklahoma;
c. Employer’s Liability: $[__] each accident;
d. Automobile Liability: $[_] combined single limit;
e. Umbrella/Excess Liability: $[___] per occurrence.
Certificates of insurance and endorsements naming Owner as additional insured (CG 20 10 & CG 20 37 or their equivalents) shall be delivered prior to commencing the Work.

7.4 Force Majeure.
Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, acts of governmental authorities, war, terrorism, civil unrest, epidemic, or natural disaster (“Force Majeure Event”), provided the affected Party gives written notice within five (5) Days after the Force Majeure Event and resumes performance promptly thereafter. Contract Time shall be equitably adjusted for verified delays caused by a Force Majeure Event.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to conflicts-of-law rules.

8.2 Forum Selection. Subject to Section 8.4 (Arbitration) if elected, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Oklahoma, for any action arising out of or relating to this Agreement.

8.3 Jury Trial Waiver. [OPTIONAL – DELETE IF NOT DESIRED] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT.

8.4 Arbitration. [OPTIONAL – COMPLETE IF ELECTED]
a. Any dispute not resolved informally within thirty (30) Days shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Construction Industry Arbitration Rules then in effect.
b. The arbitration shall take place in [CITY], Oklahoma, before a panel of [ONE (1)/THREE (3)] arbitrators with not less than ten (10) years of construction-law experience.
c. Judgment upon the award may be entered in any court having jurisdiction.

8.5 Injunctive Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable 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 shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment. Contractor may not assign this Agreement or any right or obligation hereunder without Owner’s prior written consent, which may be withheld in Owner’s sole discretion.

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 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent required to make it valid and enforceable.

9.5 Entire Agreement. The Contract Documents constitute the entire agreement between the Parties and supersede all prior negotiations and understandings, whether written or oral.

9.6 Electronic Signatures. This Agreement may be executed by electronic signature and in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9.7 Notices. All notices shall be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth above (or such other address a Party designates by notice). Notices shall be effective upon receipt or refusal.

9.8 No Third-Party Beneficiaries. Nothing herein shall confer any right upon any person other than the Parties and their permitted successors and assigns, except as expressly provided in the indemnity and surety provisions.

X. EXECUTION BLOCK

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

[// GUIDANCE:
1. Notarization/Witnessing. Oklahoma does not generally require notarization of private construction contracts; however, notarization may be advisable for recordable memoranda or if parties later wish to record an affidavit of completion.
2. Exhibits. Attach as exhibits: (a) Exhibit A – Plans & Specifications; (b) Exhibit B – Project Schedule; (c) Exhibit C – Insurance Requirements (if more detailed schedules are desired); (d) Exhibit D – Schedule of Values.
3. Lien Waivers. Implement standardized partial and final lien waiver forms consistent with 42 Okla. Stat. § 143.1.
4. Subcontract Flow-Down. Include a clause requiring Contractor to include terms no less protective to Owner in all subcontracts.
5. Review Local Ordinances. Some municipalities impose additional requirements (e.g., Tulsa, Oklahoma City). Confirm compliance.
]