CONSTRUCTION SERVICES AGREEMENT

(South Carolina – Comprehensive Lien-Law Compliant)

[// GUIDANCE: This template is intentionally drafted at a high level of sophistication for use by licensed attorneys. Customize all bracketed items, capitalize defined terms consistently, and verify statutory citations before execution.]

TABLE OF CONTENTS

1. Document Header ............................................................................................................. 2
2. Definitions ........................................................................................................................ 3
3. Scope of Work; Contract Documents ............................................................................... 5
4. Contract Sum; Payment Terms ........................................................................................ 6
5. Retainage .......................................................................................................................... 7
6. Schedule; Conditions Precedent ...................................................................................... 8
7. Change Orders .................................................................................................................. 9
8. Representations & Warranties ....................................................................................... 10
9. Covenants & Restrictions ............................................................................................... 11
10. Insurance & Bonds .......................................................................................................... 13
11. Lien Compliance; Waivers ............................................................................................... 14
12. Indemnification ............................................................................................................... 16
13. Limitation of Liability ....................................................................................................... 17
14. Force Majeure .................................................................................................................. 17
15. Default; Remedies ........................................................................................................... 18
16. Dispute Resolution .......................................................................................................... 20
17. General Provisions .......................................................................................................... 22
18. Execution Block ............................................................................................................... 25
19. Schedules (List) ................................................................................................................ 26

1. DOCUMENT HEADER

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

a. [OWNER LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Owner”); and
b. [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Contractor”).

1.2 Recitals.

a. Owner desires to engage Contractor to perform certain construction services in connection with the Project (defined below); and
b. Contractor is duly licensed and qualified under the laws of the State of South Carolina to perform such services and desires to do so in accordance with the terms and conditions set forth herein.

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

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used and not defined in this Section 2 shall have the meanings ascribed to them elsewhere in this Agreement.

“Applicable Law” means any federal, state, or local statute, regulation, ordinance, order, or common-law requirement applicable to the Project, including, without limitation, the South Carolina Mechanics’ Lien statutes, S.C. Code Ann. §§ 29-5-10 et seq., and South Carolina’s Prompt Pay/Retainage requirements under Title 29, Chapter 6 (each as amended).

“Change Order” has the meaning set forth in Section 7.1.

“Contract Documents” means, collectively, this Agreement, the Scope of Work (Schedule 1), the Payment Schedule (Schedule 2), the Project Schedule (Schedule 3), all Change Orders, and any other documents expressly incorporated herein by reference.

“Contract Price” has the meaning set forth in Section 4.1.

“Draw Request” means a written request by Contractor, in form acceptable to Owner, for payment of a portion of the Contract Price as provided in Section 4.3.

“Final Completion” means the date on which (i) the Work has been fully completed in accordance with the Contract Documents, (ii) all punch-list items have been satisfied, (iii) all lien waivers and close-out documentation required under Section 11 have been delivered, and (iv) a certificate of occupancy or equivalent final approval has been issued by the governing authority.

“Project” means the construction of [BRIEF PROJECT DESCRIPTION] on the Property.

“Property” means the real property located at [ADDRESS & LEGAL DESCRIPTION].

“Retainage” has the meaning set forth in Section 5.

“Subcontractor” means any person or entity engaged by Contractor to furnish labor, materials, or services for any portion of the Work.

“Work” means all labor, materials, equipment, and services required to be performed or furnished by Contractor under the Contract Documents.

3. SCOPE OF WORK; CONTRACT DOCUMENTS

3.1 Work. Contractor shall furnish, perform, and complete the Work in strict accordance with the Contract Documents, free from defects, and in compliance with all Applicable Laws and industry standards of workmanship.

3.2 Contract Documents Incorporated. The Contract Documents are incorporated herein by reference as if fully set forth. In the event of a conflict, the order of precedence is: (a) Change Orders (later in time controlling earlier in time); (b) this Agreement; (c) Schedules 1–3; and (d) any other Contract Document.

3.3 No Deviation. Contractor shall not deviate from the Contract Documents without a written Change Order executed by Owner.

4. CONTRACT SUM; PAYMENT TERMS

4.1 Contract Price. Owner shall pay Contractor a fixed-sum amount of [WRITE-OUT DOLLAR AMOUNT] Dollars (US $[NUMERIC]) (the “Contract Price”), subject to adjustments by Change Order.

4.2 Schedule of Values. Concurrently with execution hereof, Contractor shall deliver a detailed schedule of values allocating the Contract Price among major components of the Work.

4.3 Progress Payments.

a. Timing. On or before the [DAY] of each month, Contractor may submit a Draw Request for Work satisfactorily performed through the last day of the preceding month.
b. Certification. Each Draw Request shall be accompanied by: (i) lien waivers per Section 11.3; (ii) a certification that all Subcontractors and suppliers have been paid through the immediately preceding draw; and (iii) such other supporting documentation as Owner may reasonably request.
c. Payment. Owner shall pay approved amounts within [___] days after receipt of a complete Draw Request, subject to Retainage.

4.4 Final Payment. Within [___] days after Final Completion and receipt of final lien waivers and close-out documents, Owner shall pay the unpaid balance of the Contract Price, less any offsets permitted hereunder.

4.5 Prompt Pay Compliance. All payments shall be made in accordance with the timelines and interest accrual provisions of applicable South Carolina prompt-payment statutes for private construction contracts.

5. RETAINAGE

5.1 Amount. Owner may withhold retainage (“Retainage”) in an amount not to exceed the lesser of (i) five percent (5%) of each progress payment or (ii) the maximum percentage permitted under Applicable Law.

5.2 Reduction of Retainage. Once the Work is fifty percent (50%) complete, as reasonably determined by the Owner’s Representative, no additional Retainage shall be withheld, and Retainage then held shall be reduced to two-and-one-half percent (2.5%), or such other percentage as may be required by Applicable Law.

5.3 Release. Retainage shall be released to Contractor with the final payment, conditioned upon satisfaction of all requirements of Section 4.4 and Section 11.

[// GUIDANCE: South Carolina Code § 29-6-30 currently limits retainage to a maximum of 5% until the project is 50% complete; confirm statutory cap at signing.]

6. SCHEDULE; CONDITIONS PRECEDENT

6.1 Commencement & Completion Dates. Contractor shall commence the Work on [START DATE] and achieve Substantial Completion no later than [SUBSTANTIAL COMPLETION DATE], and Final Completion no later than [FINAL COMPLETION DATE], subject to approved extensions.

6.2 Milestones. Contractor shall meet the interim milestones set forth in the Project Schedule (Schedule 3).

6.3 Conditions Precedent to Contractor’s Start. Contractor’s obligation to commence Work is conditioned upon (i) receipt of the initial mobilization payment; (ii) delivery of required insurance certificates and bonds; and (iii) issuance of all permits required for commencement.

7. CHANGE ORDERS

7.1 Written Change Orders. Any modification to the Work, Contract Price, or Project Schedule (each a “Change Order”) must be in writing, signed by both Parties.

7.2 Price & Time Adjustments. Adjustments shall be based on (i) unit prices, if any; (ii) mutually agreed lump sums; or (iii) actual cost-plus markup percentages set forth in Schedule 2.

7.3 Unauthorized Work. Contractor proceeds at its sole risk for any work performed without an executed Change Order.

8. REPRESENTATIONS & WARRANTIES

8.1 Contractor. Contractor represents and warrants that:

a. It is duly organized, validly existing, and in good standing under Applicable Law and is duly licensed by the South Carolina Contractor’s Licensing Board;
b. The execution, delivery, and performance of this Agreement have been duly authorized;
c. The Work shall (i) conform to the Contract Documents, (ii) be free from defects in workmanship and materials, and (iii) comply with all Applicable Laws, codes, and standards;
d. It will pay all Subcontractors, suppliers, and laborers promptly and keep the Property free of liens except as expressly permitted herein.

8.2 Owner. Owner represents and warrants that it has fee simple title to the Property, full power and authority to enter into this Agreement, and that funds are available and reserved to pay the Contract Price.

8.3 Survival. The warranties in this Section 8 shall survive Final Completion for a period of [ONE (1)] year or longer if required by Applicable Law or manufacturer warranties.

9. COVENANTS & RESTRICTIONS

9.1 Contractor Covenants. Contractor shall:

a. Comply with all safety regulations and maintain a safe Site;
b. Maintain accurate books and records pertaining to the Work and permit Owner reasonable access;
c. Provide Owner with written notice of any observed errors, omissions, or inconsistencies in the Contract Documents.

9.2 Owner Covenants. Owner shall:

a. Provide Contractor with access to the Property and adequate lay-down areas;
b. Timely review and, where appropriate, approve Contractor submittals, schedules, and Draw Requests;
c. Issue decisions and instructions reasonably necessary for Contractor’s performance.

9.3 Notice & Cure. Except as expressly provided, each Party shall give the other Party written notice of any alleged breach and a [___]-day opportunity to cure prior to exercising remedies.

10. INSURANCE & BONDS

10.1 Contractor Insurance. Contractor shall maintain, at its sole expense, insurance of the types and minimum limits set forth in Schedule 3, including commercial general liability (CGL), workers’ compensation, automobile liability, and builder’s risk (unless provided by Owner).

10.2 Payment Bond & Performance Bond. If the Contract Price exceeds [US $___] or if otherwise required by Owner or Applicable Law, Contractor shall furnish (i) a payment bond and (ii) a performance bond, each in the full amount of the Contract Price, naming Owner as obligee. Bonds shall comply with Applicable Law, including any requirements of S.C. Code Ann. Title 29, Chapter 6, and be issued by a surety licensed in South Carolina with an A- rating or better by A.M. Best.

11. LIEN COMPLIANCE; WAIVERS

11.1 Preservation of Lien Rights. Contractor shall comply strictly with all notice and filing requirements under the South Carolina Mechanics’ Lien statutes, including, without limitation, timely service of any Notice of Furnishing and the filing of any Statement of Account within ninety (90) days after last furnishing labor or materials.

11.2 Lien Waivers. As a condition precedent to each progress payment, Contractor shall provide conditional or unconditional lien waivers and affidavits, in statutory form, from Contractor and all Subcontractors and suppliers for Work covered by the prior payment. Final unconditional lien waivers are required at Final Completion.

11.3 Discharge of Liens. Contractor shall promptly discharge (by bond, payment, or other means acceptable to Owner) any lien or claim filed by Contractor or a Subcontractor/Supplier to the extent such lien is not permitted under this Agreement, within ten (10) days after written notice.

11.4 Owner Right to Withhold/Set-Off. Owner may withhold from any payment an amount sufficient to protect Owner against any mechanic’s lien claim or potential claim, including reasonable attorneys’ fees.

12. INDEMNIFICATION

12.1 Scope. To the fullest extent permitted by Applicable Law, Contractor shall defend, indemnify, and hold harmless Owner and Owner’s Representatives from and against any and all claims, damages, losses, liabilities, fines, penalties, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (i) the performance of the Work; (ii) any negligent act or omission, willful misconduct, or violation of Applicable Law by Contractor or its Subcontractors; or (iii) any mechanic’s lien or claim made by any Subcontractor or supplier.

12.2 No Limitation. Contractor’s obligations under this Section 12 shall not be limited by any insurance requirements or by any limitation on the amount or type of damages, compensation, or benefits payable by or for Contractor under workers’ compensation acts, disability benefit acts, or other employee benefit legislation.

13. LIMITATION OF LIABILITY

Notwithstanding anything to the contrary, and except for (i) Contractor’s indemnity obligations, (ii) claims arising from gross negligence or willful misconduct, or (iii) damages covered by insurance required herein, the aggregate liability of either Party to the other for claims under this Agreement shall not exceed the Contract Price.

14. FORCE MAJEURE

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, strikes, acts of war, epidemics, or governmental actions (each, a “Force Majeure Event”), provided that the affected Party gives written notice within five (5) days of the Force Majeure Event and resumes performance promptly thereafter. The Project Schedule shall be equitably adjusted for the period of delay attributable to the Force Majeure Event.

15. DEFAULT; REMEDIES

15.1 Events of Default — Contractor. The following constitute Contractor defaults:

a. Failure to prosecute the Work diligently or to maintain Project Schedule milestones;
b. Failure to pay Subcontractors or suppliers when due;
c. Filing of a voluntary or involuntary petition in bankruptcy;
d. Failure to maintain required insurance or bonds;
e. Material breach of any covenant, representation, or warranty.

15.2 Owner Remedies. Upon a Contractor default that remains uncured after [___] days’ written notice (or immediately if the default threatens life or property), Owner may:

(i) Suspend Work and/or withhold payments;
(ii) Correct defective Work and deduct the cost;
(iii) Take over and complete the Work, offsetting completion costs against the unpaid Contract Price;
(iv) Terminate this Agreement for cause pursuant to Section 17.4; and/or
(v) Exercise any other remedy available at law or in equity, including injunctive relief.

15.3 Events of Default — Owner. Owner defaults if it fails to make undisputed payments within [___] days after written notice or materially breaches any other obligation.

15.4 Contractor Remedies. Upon an Owner default, Contractor may: (i) suspend Work; (ii) terminate under Section 17.4; and/or (iii) recover unpaid Contract Price plus reasonable demobilization costs, subject to the limitation in Section 13.

16. DISPUTE RESOLUTION

16.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of South Carolina, without regard to conflict-of-laws principles.

16.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state courts located in [COUNTY], South Carolina.

16.3 Arbitration (Optional). [OPTIONAL — STRIKE IF NOT ELECTED] Any dispute arising out of or relating to this Agreement shall, at the election of either Party, be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules. The arbitration shall take place in [CITY], South Carolina, before a single arbitrator with at least ten (10) years’ construction law experience. Judgment on the award may be entered in any court of competent jurisdiction.

16.4 Jury Trial Waiver (Optional). [OPTIONAL — STRIKE IF NOT ELECTED] EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

16.5 Injunctive Relief. Notwithstanding any other provision, either Party may seek temporary or permanent injunctive relief or specific performance in a court of competent jurisdiction to prevent irreparable harm.

16.6 Attorneys’ Fees. The prevailing Party in any dispute shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.

17. GENERAL PROVISIONS

17.1 Amendments; Waivers. No amendment or waiver is effective unless in writing and signed by the Party against whom enforcement is sought.

17.2 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 to a bona fide construction lender.

17.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

17.4 Termination.

a. For Cause. Either Party may terminate for the other Party’s uncured default as provided in Section 15.
b. For Convenience. Owner may, upon seven (7) days’ written notice, terminate for convenience. In such event, Contractor shall be paid (i) the portion of the Contract Price for Work executed, (ii) reasonable demobilization costs, and (iii) reasonable, documented termination expenses, but no lost profits or consequential damages.

17.5 Severability. Any provision held invalid or unenforceable shall be reformed to the minimum extent necessary to render it valid, and the remaining provisions shall remain in full force and effect.

17.6 Entire Agreement. The Contract Documents constitute the entire agreement between the Parties and supersede all prior discussions, negotiations, and understandings.

17.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts (including PDF and electronic signatures), each of which is deemed an original, and all of which together constitute one instrument.

18. 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: _______

[Notarization/Witness lines inserted here if required under South Carolina law.]

19. SCHEDULES (ATTACHED)

Schedule 1 – Detailed Scope of Work
Schedule 2 – Payment Schedule & Schedule of Values
Schedule 3 – Project Schedule & Insurance Requirements

[// GUIDANCE: Ensure each Schedule is fully completed and cross-referenced before execution.]