Construction Contract - Wisconsin

CONSTRUCTION SERVICES AGREEMENT

(Wisconsin – Private Project)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Work
4. Contract Price; Payment Terms
5. Time of Performance
6. Conditions Precedent
7. Representations & Warranties
8. Covenants
9. Insurance & Risk Allocation
10. Indemnification
11. Limitation of Liability
12. Lien Law Compliance
13. Retainage
14. Changes in the Work
15. Events of Default; Remedies
16. Suspension & Termination
17. Dispute Resolution
18. General Provisions
19. Execution Block

Exhibit A – Scope of Work & Specifications
Exhibit B – Wisconsin Notice of Lien Rights (Statutory Form)
Exhibit C – Payment Bond (if required)
Exhibit D – Schedule of Values & Progress Payment Schedule
Exhibit E – Dwelling Construction or Remodeling Notice (when applicable)
Exhibit F – Home-Improvement Contract Details (when applicable)

1. DOCUMENT HEADER

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

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

Owner and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Owner owns or controls the real property located at [PROPERTY ADDRESS] as more particularly described in Exhibit A (the “Site”).
B. Owner desires to engage Contractor to perform certain construction services at the Site, and Contractor desires to perform such services, all on the terms set forth herein.
C. The Parties intend for this Agreement to be governed by and construed in accordance with the laws of the State of Wisconsin.

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 capitalized terms have the meanings set forth below. Other capitalized terms are defined in context.

“Applicable Law” – All federal, state, and local statutes, regulations, ordinances, building codes, and rules applicable to the Work, including Wisconsin construction-lien statutes (currently ch. 779, Wis. Stats.).

“Change Order” – A written amendment to the Contract Documents executed in accordance with Section 14.

“Contract Documents” – Collectively, this Agreement (including all Exhibits), Change Orders, the Schedule of Values, any Project schedules, plans, specifications, and drawings referenced herein.

“Contract Price” – The total amount payable to Contractor for performance of the Work, being [WRITE “Lump Sum of $___” OR “Cost of the Work plus Fee not-to-exceed $___”, etc.].

“Date of Substantial Completion” – The date certified by Owner on which the Work is sufficiently complete, in accordance with the Contract Documents, to permit beneficial occupancy or use for its intended purpose, subject only to Punch-List items.

“Lien Notice” – The statutory “Notice of Lien Rights” delivered pursuant to Section 12.1 and attached hereto as Exhibit B.

“Payment Bond” – A bond satisfying Section 12.3, issued by a surety licensed in Wisconsin, guaranteeing payment to Subcontractors and suppliers.

“Progress Payment” – A partial payment of the Contract Price in accordance with Section 4.2.

“Project” – The construction, improvement, and related services to be performed at the Site as generally described in Exhibit A.

“Punch-List” – A written list of minor Work items to be completed or corrected following Substantial Completion.

“Retainage” – The percentage of each Progress Payment the Parties agree Owner may withhold as security for completion and performance, stated in Section 13.

“Subcontractor” – Any person or entity, of any tier, engaged directly or indirectly by Contractor to perform any portion of the Work.

“Work” – All labor, materials, equipment, and services to be provided by Contractor under the Contract Documents.

3. SCOPE OF WORK

3.1 Scope. Contractor shall furnish all labor, materials, tools, equipment, supervision, and services necessary to perform the Work in strict accordance with the Contract Documents.

3.2 Standards of Performance. Contractor shall perform the Work (a) in a diligent, expeditious, safe, and workmanlike manner, (b) in compliance with Applicable Law, (c) in accordance with generally accepted construction industry standards, and (d) so as not to unreasonably interfere with other activities at or adjacent to the Site.

3.3 Supervision & Coordination. Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract Documents.

3.4 Protection of Persons & Property. Contractor shall take reasonable precautions for safety and shall comply with all safety laws and regulations. Contractor shall protect existing property and improvements on or adjacent to the Site.

4. CONTRACT PRICE; PAYMENT TERMS

4.1 Contract Price. Owner shall pay Contractor the Contract Price as full compensation for complete performance of the Work, subject to additions and deductions by Change Order.

4.2 Progress Payments.
(a) Schedule of Values. Contractor shall furnish a Schedule of Values allocating the Contract Price among labor, materials, and other cost items.
(b) Application for Payment. On or before the [DAY] of each month, Contractor shall submit to Owner an Application for Payment for Work performed through the preceding month, supported by such documentation as Owner reasonably requests.
(c) Certification & Payment. Provided that the Application for Payment is correct and the Work is proceeding satisfactorily, Owner shall, within [___] days after receipt, pay Contractor the amount certified, less (i) Retainage, (ii) previous payments, and (iii) amounts Owner is entitled to withhold under Section 4.5.

4.3 Retainage. Owner shall withhold Retainage from each Progress Payment in the amount set forth in Section 13.

4.4 Final Payment. Upon (a) Substantial Completion, (b) completion of Punch-List items, (c) delivery of as-built drawings, warranties, and other close-out items, and (d) receipt of waivers for amounts already paid, Owner shall pay Contractor the unpaid balance of the Contract Price, including Retainage, within [___] days. Contractor shall furnish waivers for that final payment after it clears; this Agreement does not require any claimant to waive lien or payment-bond rights before payment.

4.5 Owner’s Right to Withhold. Owner may withhold any payment to the extent reasonably necessary to protect Owner from loss or damage due to (a) defective Work not remedied, (b) third-party claims, (c) Contractor’s failure to make payments to Subcontractors, (d) reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Price, or (e) Contractor’s breach of this Agreement.

5. TIME OF PERFORMANCE

5.1 Commencement. Contractor shall commence the Work on [COMMENCEMENT DATE] or within [___] days after receipt of written notice to proceed, whichever occurs first.

5.2 Substantial Completion. Contractor shall achieve Substantial Completion not later than [SUBSTANTIAL COMPLETION DATE], subject to excusable delays as defined in Section 9.4 (Force Majeure).

5.3 Time Is of the Essence. Time is of the essence with respect to Contractor’s performance.

5.4 Liquidated Damages. If Contractor fails to achieve Substantial Completion by the required date (as may be adjusted), Contractor shall pay Owner liquidated damages of $[___] per day for each day of delay, which the Parties agree is a reasonable estimate of Owner’s damages.

6. CONDITIONS PRECEDENT

For work that constructs or remodels a dwelling under Wis. Stat. § 101.148, Contractor shall deliver Owner a copy of the DSPS Right to Cure brochure and the conspicuous written notice in Exhibit E before the parties sign this Agreement. Maintenance and repair work alone is outside the statute's definition of remodeling. Record the delivery date and obtain Owner's acknowledgment in Exhibit E.

Home-improvement work. If the Work is a home improvement of residential or noncommercial property within Wis. Admin. Code ATCP 110.01, the parties shall complete Exhibit F as part of this signed Agreement. That chapter excludes construction of a new residence and a major renovation whose contract price exceeds the existing structure's assessed value when the contract begins. This classification is separate from the dwelling notice under Wis. Stat. § 101.148. Before contracting, Contractor shall identify all required building and construction permits to Owner and deliver the separate, retainable lien-waiver notice prescribed by ATCP 110.025, retaining Owner's receipt acknowledgment. Contractor shall secure required permits before starting the covered work or, for a project with distinct subprojects, before starting each subproject requiring permits. Contractor shall give Owner a complete signed copy of this Agreement and its incorporated documents before starting work or receiving payment; Exhibit F records delivery. Where inspections are required, Contractor shall provide the inspection certificates or permitted inspection summary before final payment.

Contractor’s obligation to commence or continue the Work is conditioned upon:
(a) Owner’s timely payment of amounts properly due;
(b) Owner’s delivery of all information and approvals reasonably necessary for performance;
(c) Owner’s procurement of all zoning, land-use, or easement rights not the responsibility of Contractor; and
(d) Obtaining and maintaining the Payment Bond, if required.

7. REPRESENTATIONS & WARRANTIES

7.1 Contractor. Contractor represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its state of organization and is authorized to conduct business in Wisconsin;
(b) It possesses all licenses, registrations, and permits required to perform the Work;
(c) All materials furnished will be new, of good quality, free from defects, and fit for the intended purpose; and
(d) The Work will be performed in conformity with the Contract Documents and Applicable Law.
[Survival. The warranties set forth in this Section 7.1 shall survive Substantial Completion for a period of [ONE] year or for such longer period as may be provided in the Contract Documents.]

7.2 Owner. Owner represents and warrants that:
(a) Owner has fee simple title to the Site (or other sufficient property interest) and authority to contract for the Work; and
(b) Financing is in place or funds are otherwise available to pay the Contract Price.

8. COVENANTS

8.1 Owner Access. Owner and its representatives shall have reasonable access to the Site and the Work at all reasonable times.

8.2 Cooperation. Each Party shall cooperate with the other to facilitate timely completion of the Work and shall give notices and approvals required under the Contract Documents without unreasonable delay.

8.3 Notices. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or commercial courier to the addresses set forth above (or such other address designated in writing).

8.4 Recordkeeping & Audit. Contractor shall maintain complete and accurate records of costs, expenses, and Project correspondence for at least three (3) years after final payment and shall make such records available for Owner’s inspection upon reasonable request.

9. INSURANCE & RISK ALLOCATION

9.1 Contractor Insurance. Contractor shall, at its own expense, procure and maintain:
(a) Commercial General Liability insurance with limits of not less than $[___] per occurrence and $[___] aggregate;
(b) Workers’ Compensation insurance in statutory limits and Employers’ Liability insurance with limits of not less than $[___];
(c) Automobile Liability insurance covering owned, non-owned, and hired automobiles with limits of not less than $[___] combined single limit; and
(d) Builder’s Risk or Course-of-Construction insurance covering the full replacement value of the Work (unless provided by Owner).
All policies shall name Owner as an additional insured (except Workers’ Compensation) and provide for waiver of subrogation in favor of Owner.

9.2 Owner Insurance. Owner shall maintain property insurance upon the existing structure and its contents and shall be responsible for deductibles applicable thereto.

9.3 Insurance Certificates. Prior to commencing the Work and upon renewal, Contractor shall deliver certificates of insurance and endorsements evidencing the required coverage.

9.4 Force Majeure. Neither Party shall be liable for delay or failure in performance due to causes beyond its reasonable control, including acts of God, terrorism, strikes, pandemic, governmental orders, or severe weather, provided that the affected Party notifies the other within five (5) days of the event and resumes performance promptly thereafter.

10. INDEMNIFICATION

10.1 Contractor Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Owner and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, fines, penalties, and expenses (including reasonable attorney fees) arising out of or relating to (a) the Work, (b) personal injury, death, or property damage caused by the negligence or willful misconduct of Contractor or anyone for whom Contractor is responsible, or (c) Contractor’s breach of this Agreement, except to the extent caused by the sole negligence of Owner.

10.2 Defense Obligation. Contractor’s duty to defend is independent of its duty to indemnify and shall arise upon assertion of a covered claim. Owner may participate in the defense with counsel of its choice at its own expense.

11. LIMITATION OF LIABILITY

For claims solely for breach of this Agreement, each Party's aggregate contractual liability to the other is limited to $[AGREED CAP]. This limitation does not apply to Contractor's indemnification obligations. Nothing in this Section limits or eliminates either Party's tort liability in connection with the Work.

12. LIEN LAW COMPLIANCE

12.1 Lien Notice Requirement. When Contractor is a prime contractor that has contracted or will contract with subcontractors, suppliers, or service providers for this improvement and no statutory exception applies, Contractor shall include the notice in Exhibit B in this written agreement and give Owner a complete copy. The ten-day separate-notice route in Wis. Stat. § 779.02(2)(a) applies when the parties have no written contract; it is not a post-signing deadline for this agreement.

12.2 Waivers & Releases. After each Progress Payment clears, Contractor shall furnish partial lien waivers from itself and its Subcontractors and suppliers for the labor and materials paid for, expressly limited to that portion of the Work. After final payment clears, Contractor shall furnish final lien waivers from itself and all Subcontractors and suppliers, expressly limited to the Work paid for under this Agreement. No claimant is required by this Agreement to waive lien or payment-bond claim rights before payment.

12.3 Payment Bond (Optional). ☐ Contractor shall furnish a Payment Bond in the penal sum of $[AMOUNT], issued by a surety licensed to do business in Wisconsin, in a form approved by Owner. ☐ No Payment Bond is required by this Agreement. If the Parties intend a bond to eliminate private-project lien rights, they must also satisfy the contract, bond, and approval conditions of Wis. Stat. § 779.035(1); this checkbox alone does not eliminate those rights.

12.4 Discharge of Liens. Contractor shall promptly discharge (by payment, bond, or court order) any mechanic’s or construction lien filed against the Project arising out of the Work.

13. RETAINAGE

13.1 Agreed Percentage. Owner shall withhold Retainage equal to [AGREED PERCENTAGE]% of each Progress Payment. The Parties select this percentage for this private project; the five-percent public-works rule in Wis. Stat. § 66.0901(9) does not set this contract's rate.

13.2 Reduction of Retainage. Upon Substantial Completion and written request by Contractor, Owner shall reduce Retainage to the lesser of (a) [AGREED PERCENTAGE]% of the Contract Price or (b) an amount sufficient, in Owner’s reasonable judgment, to cover incomplete or defective Work and outstanding claims.

13.3 Interest. Retainage shall not bear interest unless required by Applicable Law, in which case interest shall accrue at the statutory rate.

14. CHANGES IN THE WORK

14.1 Change Orders. Owner may order changes, additions, or deletions to the Work by issuing a written Change Order describing the change and any adjustment to the Contract Price and/or Contract Time.

14.2 Contractor-Requested Changes. Contractor shall not deviate from the Contract Documents without an executed Change Order.

14.3 Pricing of Changes. Adjustments to the Contract Price shall be (a) mutually agreed lump sum, (b) unit prices, or (c) time-and-material plus a fee of [___]%.

15. EVENTS OF DEFAULT; REMEDIES

15.1 Contractor Default. The following constitute Contractor defaults:
(a) Failure to prosecute the Work diligently;
(b) Failure to pay Subcontractors as required;
(c) Failure to maintain required insurance or Payment Bond;
(d) Material breach of any representation, warranty, or covenant.

15.2 Owner’s Remedies. Upon Contractor default and after [SEVEN (7)] days’ written notice and opportunity to cure, Owner may:
(a) Suspend work or terminate this Agreement for cause;
(b) Take over the Work and offset the cost of completion against the unpaid Contract Price;
(c) Seek specific performance, injunctive relief, or damages; and/or
(d) Exercise any other rights available at law or equity.

15.3 Owner Default. Owner defaults include:
(a) Failure to make payments when due;
(b) Material breach of this Agreement; or
(c) Failure to provide access or approvals causing delay.

15.4 Contractor’s Remedies. Upon Owner default and after [SEVEN (7)] days’ written notice and opportunity to cure, Contractor may:
(a) Suspend performance;
(b) Terminate this Agreement and recover payment for Work executed plus reasonable termination costs; and/or
(c) Pursue any other rights available at law or equity.

15.5 Attorneys’ Fees. The prevailing Party in any dispute arising from this Agreement shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses.

16. SUSPENSION & TERMINATION

16.1 Owner Suspension for Convenience. Owner may, for its convenience, order Contractor in writing to suspend all or part of the Work. Contractor shall resume the Work within a reasonable time after receipt of notice to resume. The Contract Price and Contract Time shall be equitably adjusted for costs and delays incurred due to the suspension.

16.2 Owner Termination for Convenience. Owner may terminate this Agreement without cause upon [___] days’ written notice. Contractor shall stop Work as directed, and Owner shall pay Contractor (a) for Work executed, (b) reasonable demobilization costs, and (c) a termination fee of [___]% of the unpaid portion of the Contract Price (if any).

16.3 Contractor Termination. Contractor may terminate this Agreement in accordance with Section 15.4.

17. DISPUTE RESOLUTION

17.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws rules.

17.2 Forum Selection. The state courts located in [COUNTY], Wisconsin shall have exclusive jurisdiction over any action arising out of or relating to this Agreement, except as provided in Section 17.3 or where applicable law gives a federal court jurisdiction that the Parties cannot exclude.

17.3 Arbitration (Optional). [Select One]
☐ Arbitration Not Applicable.
☐ Arbitration Applicable. Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules; judgment upon the award may be entered in any court having jurisdiction. The arbitration site shall be [CITY, WI].

17.4 Jury Trial Waiver (Optional). IF NOT PROHIBITED BY LAW AND IF INITIALLED BY BOTH PARTIES, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY.
Owner _____ Contractor _____

17.5 Injunctive Relief. Notwithstanding Section 17.3, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to protect its rights or property pending resolution of the dispute.

18. GENERAL PROVISIONS

18.1 Entire Agreement. The Contract Documents constitute the entire agreement between the Parties and supersede all prior discussions.

18.2 Amendment & Waiver. No amendment or waiver shall be effective unless in writing signed by the Parties. No waiver of any breach shall be deemed a waiver of subsequent breaches.

18.3 Assignment. Neither Party may assign or delegate its rights or obligations without the prior written consent of the other, except that Owner may assign its rights to a lender providing construction financing.

18.4 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

18.5 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 necessary to render it enforceable.

18.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. The Parties consent to signing and exchanging this Agreement electronically, subject to applicable law.

18.7 Independent Contractor. Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Owner.

18.8 No Third-Party Beneficiaries. Except as expressly provided herein, no person other than the Parties and their permitted successors and assigns has any rights under this Agreement.

19. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Construction Services Agreement as of the Effective Date.

OWNER:
[OWNER LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: ______________________________

CONTRACTOR:
[CONTRACTOR LEGAL NAME]
By: _______________________________
Name: _____________________________
Title: ______________________________

[Notary acknowledgments if required]

EXHIBIT A – SCOPE OF WORK & SPECIFICATIONS

[Attach detailed drawings, specifications, and description of the Work.]

EXHIBIT B – WISCONSIN NOTICE OF LIEN RIGHTS

☐ Contractor has contracted or will contract with subcontractors, suppliers, or service providers for this improvement; this notice is part of the signed agreement. ☐ Contractor claims an exception under Wis. Stat. § 779.02(1): [STATE FACTS AND SUBSECTION]. For this notice, “claimant” is Contractor. Preserve at least 8-point bold type in print or capital letters if typewritten.

“As required by the Wisconsin construction lien law, claimant hereby notifies owner that persons or companies performing, furnishing, or procuring labor, services, materials, plans, or specifications for the construction on owner’s land may have lien rights on owner’s land and buildings if not paid. Those entitled to lien rights, in addition to the undersigned claimant, are those who contract directly with the owner or those who give the owner notice within 60 days after they first perform, furnish, or procure labor, services, materials, plans or specifications for the construction. Accordingly, owner probably will receive notices from those who perform, furnish, or procure labor, services, materials, plans, or specifications for the construction, and should give a copy of each notice received to the mortgage lender, if any. Claimant agrees to cooperate with the owner and the owner’s lender, if any, to see that all potential lien claimants are duly paid”.

EXHIBIT C – PAYMENT BOND (IF REQUIRED)

[Attach AIA A312 Payment Bond form or equivalent surety form compliant with Wisconsin law.]

EXHIBIT D – SCHEDULE OF VALUES & PROGRESS PAYMENT SCHEDULE

[Provide line-item breakdown tied to Contract Price and construction schedule.]

EXHIBIT E – DWELLING CONSTRUCTION OR REMODELING NOTICE

☐ The Work constructs or remodels a dwelling. Contractor delivered Owner a copy of the DSPS Right to Cure brochure and this notice on [__/__/____], before this Agreement was signed.

☐ The Work is limited to maintenance or repair and does not construct or remodel a dwelling. Basis: [DESCRIBE WORK].

NOTICE CONCERNING CONSTRUCTION DEFECTS

Wisconsin law contains important requirements you must follow before you may file a lawsuit for defective construction against the contractor who constructed your dwelling or completed your remodeling project or against a window or door supplier or manufacturer. Section 895.07 (2) and (3) of the Wisconsin statutes requires you to deliver to the contractor a written notice of any construction conditions you allege are defective before you file your lawsuit, and you must provide your contractor or window or door supplier the opportunity to make an offer to repair or remedy the alleged construction defects. You are not obligated to accept any offer made by the contractor or window or door supplier. All parties are bound by applicable warranty provisions.

Owner acknowledgment of receipt, if applicable: [SIGNATURE] Date: [__/__/____]

EXHIBIT F – HOME-IMPROVEMENT CONTRACT DETAILS

☐ ATCP 110 applies to this home improvement. ☐ The Work is outside ATCP 110 because [NEW RESIDENCE / MAJOR RENOVATION / OTHER FACTS]: [DETAILS]. Existing structure's assessed value at contracting, if relevant: $[AMOUNT]; total contract price: $[AMOUNT].

Seller's soliciting or negotiating representative, name and address: [NAME AND ADDRESS / NONE]. Describe each principal product or fixture by name, make, size, capacity and model where applicable, and each principal material by type, grade, quality, size or quantity: [DETAILS OR IDENTIFIED ATTACHMENT]. All work and material specifications are in Exhibit A and the following incorporated documents: [IDENTIFY DOCUMENTS / NONE].

If someone other than Contractor will act as general contractor or assume performance responsibility, name and address: [NAME AND ADDRESS / NONE]. Language primarily used in negotiations: [LANGUAGE]. If other than English, attach the contract in that language as well as English.

Total price and finance charges: $[AMOUNT] and $[AMOUNT / NONE]. For time-and-materials work, labor rate: $[RATE]; other price terms: [TERMS]. Start date or period: [DATE OR PERIOD]; completion date or period: [DATE OR PERIOD]. Mortgage or other security interest given for this work: [DESCRIBE / NONE]. Seller's warranties, and any warranty documents furnished to Owner at contracting: [DESCRIBE AND IDENTIFY DOCUMENTS / NONE]. If insurance or other protection is promised, its terms, limits, provider name and address are: [DETAILS / NONE].

Permits required and disclosed to Owner before signing: [LIST / NONE]. Permit issuance for each covered phase: [PERMIT, PHASE AND DATE]. Required inspection records to be furnished before final payment: [LIST / NONE].

Separate ATCP 110.025 lien-waiver notice delivered before this contract on [__/__/____]; Owner acknowledged receipt on [__/__/____]. Complete signed Agreement and identified incorporated documents delivered to Owner on [__/__/____], before work or payment: Owner acknowledgment [SIGNATURE].