Construction Contract - South Dakota

CONSTRUCTION CONTRACT

(South Dakota private project)

This Construction Contract is made effective [__/__/____] by [OWNER LEGAL NAME], of [OWNER ADDRESS] ("Owner"), and [CONTRACTOR LEGAL NAME], of [CONTRACTOR ADDRESS] ("Contractor"). Owner engages Contractor to perform the work described below at [PROJECT ADDRESS AND COUNTY, SOUTH DAKOTA] (the "Project").

1. Contract Documents and Work

Contractor shall perform the work described in Exhibit A (the "Work") in accordance with the drawings, specifications, and written exclusions listed there. The Contract Documents are this Contract, Exhibits A through C, and signed change orders. If documents conflict, the parties shall resolve the conflict in a signed change order before the affected Work proceeds.

Project description: [DESCRIBE BUILDING, IMPROVEMENT, OR REPAIR].

Excluded work: [LIST OR "NONE"]. Owner-furnished items: [LIST OR "NONE"].

Contractor shall furnish the labor, materials, equipment, supervision, and services allocated to Contractor in Exhibit A. Contractor shall perform the Work in a good and workmanlike manner and comply with applicable permits, codes, and safety requirements. Contractor shall identify the person responsible for on-site supervision: [NAME AND CONTACT].

2. Price, Payment, and Retainage

Contract price: $[____________], subject to signed change orders. Pricing method: ☐ fixed price; ☐ unit prices in Exhibit B; ☐ time and materials at the rates and markups in Exhibit B, with a maximum of $[____________] unless amended.

Owner shall pay a deposit of $[____________] on [__/__/____]. Contractor shall submit invoices ☐ monthly; ☐ at the milestones in Exhibit B. Each invoice shall state completed Work, approved changes, prior payments, materials billed, and the balance requested. Owner shall pay the undisputed amount within [____] days after receipt. Owner shall identify any disputed amount and reason in writing within [____] days after receipt and pay any later resolved amount within [____] days after resolution.

Retainage election: ☐ None. ☐ Owner may withhold [____]% of each progress payment, up to $[____________]. Owner shall release retainage within [____] days after [SPECIFY COMPLETION EVENT] and receipt of the closeout items in Section 7, less a documented amount reasonably disputed under this Contract.

Contractor shall keep records supporting invoices and shall provide Owner reasonable access to them. Neither approval of an invoice nor payment accepts defective or unfinished Work.

3. Schedule and Site Access

Owner shall provide access by [__/__/____]. Contractor shall start by [__/__/____] and target substantial completion by [__/__/____]. "Substantial completion" means the Work is sufficiently complete for Owner's intended use, subject to a written punch list of remaining items. Contractor shall complete punch-list items by [__/__/____].

A party whose act or omission delays the Work shall promptly tell the other party in writing. The parties shall document any change to price or schedule in a signed change order. Contractor shall promptly notify Owner of a concealed condition, hazardous material, or other condition requiring a change and shall stop only the affected Work until the parties agree on the response.

Owner shall make timely decisions, provide information and Owner-furnished items listed in Exhibit A, and coordinate work by any separate contractors. Contractor shall protect the Work and Site from damage caused by Contractor's operations and remove construction debris at the intervals stated in Exhibit A.

4. Changes and Subcontractors

A change order must describe the changed Work, price adjustment, schedule adjustment, and effect on other Contract Documents, and must be signed by both parties before Contractor proceeds, except immediate work reasonably needed to protect persons or property. For such urgent work, Contractor shall notify Owner as soon as practicable and document labor, materials, and cost.

Contractor may use subcontractors for [DESCRIBE WORK OR "ANY WORK"] and remains responsible to Owner for their performance. Contractor shall give Owner the names and work scopes of principal subcontractors upon request. Contractor shall require subcontractors to follow the applicable Contract Documents and site safety rules.

5. Permits, Insurance, and Risk

Permit responsibility: [IDENTIFY PERMITS AND PARTY WHO APPLIES AND PAYS]. Contractor shall provide copies of permits and inspection approvals it obtains. Owner shall provide access for inspections and sign applications only when accurate and required for Owner's role.

Before starting Work, Contractor shall provide proof of the insurance stated in Exhibit C and maintain it through completion. Required coverages and limits, if any, are those selected in Exhibit C; the parties shall identify additional-insured requirements there. Each party shall notify the other promptly of property damage, injury, or a claim arising from the Project.

Contractor shall repair physical damage to the Site caused by its Work, except ordinary changes inherent in the agreed Work. The parties shall document responsibility for any preexisting or concealed condition in a change order.

6. South Dakota Construction Liens and Payment Records

South Dakota law may give persons furnishing covered labor, services, equipment, or materials a lien on improved property under SDCL § 44-9-1, subject to chapter 44-9. Under SDCL § 44-9-15, the lien ceases 120 days after the last covered work or item unless the required claim statement is filed within that period at the designated recording office. Each claimant is responsible for satisfying the statute's conditions; this Contract does not itself create, waive, or extend a statutory lien.

With each progress invoice, Contractor shall identify subcontractors and suppliers whose work is included and provide copies of paid invoices or payment records reasonably requested by Owner. On actual receipt of a payment, Contractor shall provide a written acknowledgment or lien waiver limited to the Work and amount paid, and shall request corresponding acknowledgments from paid lower-tier claimants. The parties shall use separate, accurately completed instruments for any lien release or satisfaction.

7. Completion, Warranty, and Final Payment

When Contractor considers the Work substantially complete, the parties shall inspect it and sign a punch list with completion dates. Contractor shall deliver applicable inspection approvals, warranties, operating manuals, keys, and as-built information listed in Exhibit A.

Contractor warranty: For [____] months after [SPECIFY START EVENT], Contractor shall correct defects in Contractor's Work reported by Owner in writing, subject to the exclusions stated here: [EXCLUSIONS]. Contractor shall begin a reasonable response within [____] days after notice. Manufacturer warranties shall be delivered to Owner to the extent transferable.

Contractor shall submit a final invoice showing the final Contract Price, changes, previous payments, retainage, and balance. Owner shall pay the undisputed final balance within [____] days after final completion and receipt of the agreed closeout items. Any disputed balance shall be handled under Section 2.

8. Default and Termination

A party alleging material breach shall give written notice describing it. The other party shall have [____] days after receipt to cure, or, if the breach cannot reasonably be cured within that period, to begin cure and proceed diligently. The parties may extend these dates in writing.

If Contractor does not cure, Owner may terminate the unperformed Work by written notice and arrange completion. If Owner does not cure a failure to pay an undisputed amount or to provide required access, Contractor may suspend the affected Work after [____] days' additional written notice or terminate by written notice. The parties shall account for completed Work, properly stored materials, payments, and reasonable costs caused by the breach. Disputed sums shall be resolved under Section 9.

Owner may terminate the unperformed Work for convenience on [____] days' written notice. Owner shall pay for conforming Work performed through termination, approved materials that cannot reasonably be returned, and documented demobilization cost, less prior payments. Contractor shall protect and transfer the Work and Project records on receipt of the amount due.

9. Notices and General Terms

Notices must be in writing and delivered personally, by tracked mail or courier, or by email with acknowledgment of receipt. A notice is effective on receipt. Owner notice email: [EMAIL]. Contractor notice email: [EMAIL].

South Dakota law governs this Contract. The parties shall first discuss a dispute in good faith; either may then seek relief in a court with jurisdiction. This Contract and its exhibits are the entire agreement. An amendment or waiver must be written and signed by both parties. Neither party may assign this Contract without the other's written consent. The parties may sign counterparts.

10. Signatures

Owner: Signature: __________________________ Date: [__/__/____]

Printed name: [____________________________] Capacity, if entity: [____________]

Contractor: Signature: __________________________ Date: [__/__/____]

Printed name: [____________________________] Capacity, if entity: [____________]

Exhibit A — Scope, Drawings, and Closeout Items

[ATTACH DESCRIPTION, DRAWINGS, SPECIFICATIONS, EXCLUSIONS, OWNER-FURNISHED ITEMS, AND CLOSEOUT LIST]

Exhibit B — Price Schedule and Milestones

[ATTACH UNIT RATES, MARKUPS, INVOICE MILESTONES, AND PAYMENT SCHEDULE]

Exhibit C — Insurance

[IDENTIFY COVERAGES, LIMITS, ADDITIONAL INSUREDS, AND CERTIFICATE DELIVERY]