Construction Contract

CONSTRUCTION SERVICES AGREEMENT

Washington Private-Project Classification

This agreement is for a privately owned Washington project. It is not a public-works contract. Do not import the public-body retainage and bond rules in chapter 60.28 RCW or chapter 39.08 RCW without reclassifying and redrafting the entire agreement.

Before use, complete this classification:

• ☐ New construction of a single-family residence
• ☐ Repair, alteration, or remodeling of an existing owner-occupied single-family residence
• ☐ Other residential project involving four or fewer units
• ☐ Private commercial project
• ☐ Other private project: [________________________________]

Contract price: $[________________________________]

Building permit required: ☐ Yes ☐ No ☐ Undetermined

Project-specific payment or performance bond required by agreement, lender, or other authority: ☐ Yes ☐ No

RCW 18.27.114 disclosure required: ☐ Yes ☐ No ☐ Undetermined

RCW 60.04.031 notice required for any identified participant: ☐ Yes ☐ No ☐ Undetermined

No Work may begin while a required disclosure, permit, registration, insurance item, or project bond remains undetermined.

1. Parties and Project

This Construction Services Agreement (the “Agreement”) is effective [__/__/____] between:

• Owner: [________________________________], with an address at [________________________________] (“Owner”); and
• Contractor: [________________________________], with an address at [________________________________] (“Contractor”).

Contractor registration number: [________________________________]

Registration expiration date: [__/__/____]

Contractor classification: ☐ General contractor ☐ Specialty contractor

Project name: [________________________________]

Project address: [________________________________]

Legal description or parcel number: [________________________________]

The “Contract Documents” are this Agreement, the attached exhibits, the plans and specifications identified in Exhibit A, signed change orders, and signed amendments.

2. Scope, Price, and Schedule

2.1 Scope of Work

Contractor shall furnish the labor, supervision, materials, equipment, and services described in Exhibit A (the “Work”). Contractor shall perform the Work in accordance with the Contract Documents, applicable permits, and applicable federal, Washington, and local law.

2.2 Contract Price

The Contract Price is $[________________________________], subject only to adjustments authorized by the Contract Documents.

Pricing method:

• ☐ Fixed price
• ☐ Cost plus a fee of [____]% or $[________________________________]
• ☐ Time and materials under the rates in Exhibit B, with a not-to-exceed amount of $[________________________________]

2.3 Schedule

Commencement date: [__/__/____]

Substantial-completion date: [__/__/____]

Final-completion date: [__/__/____]

Contractor shall promptly notify Owner of a claimed delay, its expected effect, and reasonable mitigation measures. A time or price adjustment requires a signed change order unless emergency work is expressly authorized below.

2.4 Optional Delay Amount

• ☐ No agreed daily delay amount.
• ☐ Subject to attorney review for enforceability and project-specific calculation, Contractor shall pay $[________________________________] per day for unexcused delay after the adjusted substantial-completion date.

3. Payment Administration

3.1 Applications for Payment

Contractor shall submit itemized applications for payment on [________________________________]. Each application must identify completed Work, stored materials if compensable, approved change orders, prior payments, the requested payment, and any agreed retainage.

Owner shall pay undisputed amounts within [____] days after receiving a complete application. Owner shall give prompt written notice identifying any disputed amount and the reason for withholding it.

3.2 Negotiated Private-Project Retainage

The parties select one:

• ☐ No retainage.
• ☐ Owner may retain [____]% from each progress payment. Subject to documented correction costs and other authorized withholding, retainage is due [____] days after [final completion / acceptance / issuance of required occupancy approval / other: [________________________________]].

The selected percentage and release event are negotiated private-project terms. RCW 60.28.011 governs retained percentages on public improvement contracts and does not supply this private contract’s percentage or release date.

3.3 Payment-Linked Lien Releases

For each payment, Contractor shall provide releases for the amount actually paid from Contractor and, when reasonably requested, identified subcontractors and suppliers. No person is required by this Agreement to give an unconditional release before receiving the payment covered by that release.

Under RCW 60.04.071, after a lien claimant receives and accepts the amount due, the claimant must provide a release of the lien rights paid upon demand. This section does not represent that Washington prescribes separate statutory conditional and unconditional waiver forms.

3.4 Late-Payment Interest

Undisputed overdue amounts bear interest at [____]% per annum, not exceeding the rate permitted by applicable law. To the extent chapter 19.52 RCW applies to the transaction, RCW 19.52.010 supplies a 12% annual rate when no different written rate exists, while RCW 19.52.020 generally permits a written rate no higher than the greater of 12% or four percentage points above the specified 26-week Treasury-bill yield, subject to statutory exceptions.

4. Washington Contractor and Lien Compliance

4.1 Registration and State Bond

Contractor shall maintain the registration required by RCW 18.27.020 and shall not use an unregistered subcontractor in violation of that section. Contractor shall maintain the state-filed bond or other security required by RCW 18.27.040.

The RCW 18.27.040 registration security is not a project-specific 100% payment or performance bond. The current statutory amounts are $30,000 for a general contractor and $15,000 for a specialty contractor. Any separate project bond must be stated in Exhibit C.

4.2 Customer Disclosure

Before Work begins, Contractor shall determine whether RCW 18.27.114 applies. The statute covers:

• repair, alteration, or construction of four or fewer residential units or accessory structures when the bid or contract price is at least $1,000; and
• repair, alteration, or construction of a commercial building when the bid or contract price is at least $1,000 but less than $60,000.

If the statute applies, Contractor shall deliver the complete current statutory disclosure in the required type format before starting Work, obtain the customer’s signature, keep the signed copy for at least three years, and give any required notice if registration expires or is revoked or suspended before the contract ends. The disclosure is a prerequisite to maintaining a lien claim on a covered contract.

4.3 Project Information and Posting

For a project costing more than $5,000, the parties shall supply the information required by RCW 19.27.095 and RCW 60.04.230. Contractor shall keep the required jobsite notice in plain view for the project’s duration. If a building permit is required, compliance with RCW 19.27.095’s permit-document and inspection-card posting requirements constitutes compliance with RCW 60.04.230.

Contractor shall promptly supply the information described in RCW 19.27.095(2) to covered subcontractors, suppliers, and professional-service providers as RCW 60.04.261 requires.

4.4 Notice of Right to Claim a Lien

The parties shall not treat every project participant alike. RCW 60.04.031 generally exempts persons contracting directly with Owner, labor-only claimants, and subcontractors contracting directly with the prime contractor, subject to the statute’s special existing owner-occupied single-family rules.

When notice is required, use the complete current statutory form and authorized delivery method. Notice may be given at any time, but ordinarily protects only furnishing within the 60-day lookback; new single-family construction uses a 10-day lookback. Existing owner-occupied single-family repair, alteration, or remodeling has separate claimant and unpaid-contract-balance rules.

4.5 Lien Calendar

Nothing in this Agreement extends a statutory deadline. Counsel shall calendar, as applicable:

• claim-of-lien recording no later than 90 days after the claimant ceases furnishing under RCW 60.04.091;
• delivery of a copy of the recorded claim to the owner or reputed owner within 14 days under RCW 60.04.091;
• commencement of a lien-enforcement action within eight calendar months after recording, subject to stated credit terms, under RCW 60.04.141; and
• service on the owner within 90 days after the enforcement action is filed under RCW 60.04.141.

RCW 60.04.181 permits the court or arbitrator to allow specified lien-action costs and reasonable attorney fees to the prevailing party.

5. Changes, Permits, and Site Conditions

5.1 Change Orders

A change to the Work, Contract Price, or schedule is binding only through a written change order signed by Owner and Contractor. A change order must describe the change, price adjustment, time adjustment, and effect on other Contract Documents.

Emergency work necessary to prevent imminent injury or material property damage may proceed without a signed change order only after reasonable notice to Owner, and Contractor shall document the emergency, work, and cost promptly.

5.2 Permits and Inspections

Responsibility for permits, fees, inspections, utility coordination, and correction of inspection items is allocated in Exhibit D. No party may conceal Work that requires inspection before the required inspection occurs.

5.3 Concealed Conditions

Contractor shall stop affected Work and promptly notify Owner of concealed or unknown physical conditions materially different from those reasonably indicated in the Contract Documents. Any adjustment requires a signed change order.

6. Insurance and Optional Project Bonds

Contractor shall maintain the insurance selected in Exhibit E and provide evidence before starting Work.

Project-specific bonds:

• ☐ None.
• ☐ Payment bond in the amount of $[________________________________].
• ☐ Performance bond in the amount of $[________________________________].
• ☐ Other security: [________________________________].

Any selected project bond must identify the obligee, covered obligations, claim procedure, surety requirements, duration, and bond form. It is separate from Contractor’s RCW 18.27.040 registration bond.

7. Warranty, Correction, and Default

7.1 Contract Warranty

Contractor warrants for [____] months after [substantial / final] completion that the Work will conform to the Contract Documents and will be free from material defects caused by Contractor’s workmanship or furnished materials. This contractual period does not shorten any nonwaivable right or otherwise valid claim period.

7.2 Correction Process

Owner shall give prompt written notice describing claimed defective Work. Contractor shall inspect and, if responsible, correct covered Work within a reasonable period agreed in writing. Emergency protection may be undertaken immediately, with documented reasonable cost allocated according to responsibility.

7.3 Contractor Default

Contractor defaults by materially failing to perform the Contract Documents, maintain required registration or insurance, pay subcontractors or suppliers as required, or correct covered defective Work after written notice and a reasonable cure opportunity.

Owner’s remedies may include withholding a reasonably documented amount, supplementing Contractor’s performance, or terminating for material uncured default. Before exercising a remedy, Owner shall comply with the notice and cure process in Exhibit F except for an emergency or legally sufficient reason for immediate action.

7.4 Owner Default

Owner defaults by materially failing to make an undisputed payment or perform another material obligation after written notice and a reasonable cure opportunity. Contractor may suspend affected Work or terminate only under the procedure in Exhibit F.

7.5 Termination for Convenience

• ☐ No termination for convenience.
• ☐ Owner may terminate on [____] days’ written notice and shall pay for conforming Work performed, properly stored materials accepted by Owner, and documented reasonable demobilization costs, less prior payments and authorized deductions. Treatment of cancellation charges, lost profit on unperformed Work, and subcontract termination costs: [________________________________].

8. Risk Allocation

8.1 Construction Indemnity

To the fullest extent permitted by RCW 4.24.115, Contractor shall indemnify and defend Owner from third-party claims for bodily injury or property damage, but only to the extent caused by the negligence or willful misconduct of Contractor or persons for whom Contractor is responsible.

This Agreement does not require Contractor to indemnify Owner for Owner’s sole negligence. For concurrent negligence, indemnity and defense obligations apply only to the extent of Contractor’s negligence and are stated expressly for purposes of RCW 4.24.115.

Industrial-insurance immunity waiver under Title 51 RCW:

• ☐ No waiver.
• ☐ The parties’ attorneys have prepared a specific, express, mutually negotiated waiver in Exhibit G, separately signed or initialed by both parties.

8.2 Limitation of Liability

• ☐ No contractual liability cap.
• ☐ Subject to attorney review of enforceability and insurance coordination, the negotiated cap and exclusions are stated in Exhibit H.

No limitation excuses payment for completed Work or expands an indemnity beyond RCW 4.24.115.

9. Dispute Resolution

9.1 Negotiation

Before filing a claim, an authorized representative of each party shall meet or confer within [____] days after written request, unless emergency relief or a deadline requires earlier action.

9.2 Select One Forum

• ☐ Court. Subject to mandatory jurisdiction and venue rules, an action shall be filed in the Washington superior court for the county where the Project is located.
• ☐ Arbitration. The parties agree in this signed record to arbitrate disputes described in Exhibit I under [________________________________] rules in [________________________________], Washington. RCW 7.04A.060 recognizes a recorded agreement to arbitrate, subject to generally applicable revocation grounds and the statute’s allocation of threshold issues.

9.3 Attorney Fees

In an action on this Agreement, the prevailing party is entitled to reasonable attorney fees and costs to the extent authorized by this Agreement and applicable law. RCW 4.84.330 makes a one-sided contractual enforcement-fee clause reciprocal and prohibits waiver of the statutory fee right. Lien proceedings remain subject to RCW 60.04.181.

9.4 Provisional Relief

Either party may request temporary or injunctive relief from a court with jurisdiction. This clause does not establish irreparable harm, waive a required bond, or predetermine entitlement to relief.

10. General Terms

10.1 Notices

Contract notices must be sent to the addresses below by the selected methods. Statutory notices must use the recipients, contents, timing, and delivery method required by the governing statute.

Owner notice address and email: [________________________________]

Contractor notice address and email: [________________________________]

Permitted contract-notice methods: ☐ Personal delivery ☐ Tracked courier ☐ Certified mail ☐ Email with agreed confirmation

10.2 Assignment and Subcontracting

Contractor may not assign this Agreement without Owner’s written consent. Contractor remains responsible for subcontracted Work and shall verify registration when RCW 18.27.020 prohibits use of an unregistered contractor.

10.3 Entire Agreement; Amendment

The Contract Documents are the entire agreement concerning the Work. An amendment must be in a record signed by both parties.

10.4 Severability

If a provision is unenforceable, it shall be enforced only to the lawful extent, and the remaining provisions remain effective unless that result defeats the parties’ essential bargain.

10.5 Electronic Transactions

The parties agree to conduct this transaction electronically: ☐ Yes ☐ No

RCW 1.80.040 makes the Washington Uniform Electronic Transactions Act applicable only when each party agrees to transact electronically. When it applies, RCW 1.80.060 provides that a record, signature, or contract may not be denied legal effect solely because it is electronic and that an electronic record or signature can satisfy a writing or signature requirement.

10.6 Independent Contractor

Contractor is an independent business and is not Owner’s employee, partner, or agent except for authority expressly granted in a signed record.

11. Signatures

Owner

Name: [________________________________]

By: [________________________________]

Title: [________________________________]

Signature: [________________________________]

Date: [__/__/____]

Contractor

Legal name: [________________________________]

By: [________________________________]

Title: [________________________________]

Washington contractor registration number: [________________________________]

Signature: [________________________________]

Date: [__/__/____]

Exhibits

• Exhibit A — Scope, plans, and specifications
• Exhibit B — Pricing and schedule of values
• Exhibit C — Project-specific bonds or security
• Exhibit D — Permit and inspection responsibility matrix
• Exhibit E — Insurance requirements
• Exhibit F — Notice, cure, suspension, and termination procedure
• Exhibit G — Optional negotiated Title 51 immunity waiver
• Exhibit H — Optional negotiated limitation of liability
• Exhibit I — Optional arbitration scope and procedure
• Exhibit J — Current RCW 18.27.114 disclosure, if applicable
• Exhibit K — Current RCW 60.04.031 notice form, if applicable

Sources and References

• RCW 18.27.020 — Registration required
• RCW 18.27.040 — Registration bond or other security
• RCW 18.27.114 — Customer disclosure
• RCW 19.27.095 — Building-permit application and project information
• RCW 60.04.031 — Notice of right to claim a lien
• RCW 60.04.071 — Release after payment and acceptance
• RCW 60.04.091 — Claim-of-lien recording and service
• RCW 60.04.141 — Lien-enforcement period and service
• RCW 60.04.181 — Lien rank, costs, and attorney fees
• RCW 60.04.230 — Jobsite posting
• RCW 60.04.261 — Prime-contractor information duty
• RCW 60.28.011 — Public-improvement retainage
• RCW 4.24.115 — Construction indemnity
• RCW 4.84.330 — Contractual attorney fees
• RCW 19.52.010 and .020 — Interest
• RCW 1.80.040 and .060 — Electronic transactions
• RCW 7.04A.060 — Arbitration agreement