Construction Contract - Wyoming

CONSTRUCTION SERVICES AGREEMENT

(Wyoming private projects)

Before use: Complete the scope, price, dates, retainage, bond, insurance, and dispute terms. Public work, regulated trades, and local permit or licensing requirements need project-specific review.

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Scope of Work
   3.2 Contract Price & Payment Terms
   3.3 Schedule; Substantial & Final Completion

4. Representations & Warranties

5. Covenants & Restrictions
6. Defaults & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Schedules

1. DOCUMENT HEADER

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

Owner: [OWNER LEGAL NAME], a [STATE] [ENTITY TYPE], having an address at [ADDRESS] (“Owner”)

and

Contractor: [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE], having an address at [ADDRESS] (“Contractor”).

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

Recitals

A. Owner desires to have certain improvements constructed at [PROJECT LOCATION / LEGAL DESCRIPTION] (the “Project”).
B. Contractor desires to perform the Work subject to this Agreement.
C. The Parties wish to set out the Project scope, payment terms, and Wyoming lien-notice coordination.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Undefined terms have their plain meaning within the construction industry.

“Applicable Law” means all federal, state, and local statutes, regulations, building codes, and ordinances applicable to the Project, including without limitation Wyoming lien laws (currently codified in Title 29, Wyo. Stat.), occupational safety regulations, and environmental requirements.

“Change Order” means a written modification to the Scope of Work issued in accordance with Section 3.1.5.

“Completion” means Final Completion unless expressly modified.

“Contract Documents” means (a) this Agreement, (b) the plans, drawings, and specifications listed in Exhibit A, (c) approved Change Orders, (d) the Project Schedule in Exhibit B, and (e) any other documents specifically incorporated herein.

“Contract Price” has the meaning set forth in Section 3.2.1.

“Indemnitees” has the meaning set forth in Section 7.1.

“Lien Notice Documents” means preliminary notices and notices of intent required by Wyoming lien law and any lien waivers or releases requested under this Agreement.

“Retainage” has the meaning set forth in Section 3.2.3.

“Substantial Completion” means the stage in the progress of the Work when the Project is sufficiently complete, in accordance with the Contract Documents, to allow Owner beneficial use and occupancy.

“Work” or “Scope of Work” means all labor, services, material, equipment, and supervision required to complete the Project as more fully described in Exhibit A.

3. OPERATIVE PROVISIONS

3.1 Scope of Work

3.1.1 Contractor shall execute and complete the Work in a good and workmanlike manner, using new materials of good quality, and strictly in accordance with the Contract Documents.
3.1.2 Contractor shall furnish all supervision, labor, materials, equipment, tools, hoisting, storage, and temporary utilities necessary for the proper execution of the Work.
3.1.3 Contractor shall obtain, pay for, and furnish to Owner copies of all permits, licenses, inspections, and approvals required for the lawful performance of the Work.
3.1.4 Contractor shall comply with all Applicable Law, including OSHA and Wyoming Department of Workforce Services regulations.
3.1.5 Change Orders. No change, addition, or omission to the Work shall be made except pursuant to a written Change Order executed by both Parties. An equitable adjustment to the Contract Price and/or Project Schedule shall be made for any authorized Change Order.

3.2 Contract Price & Payment Terms

3.2.1 Contract Price. Owner shall pay Contractor a lump sum of $[CONTRACT PRICE] (the “Contract Price”) subject to adjustments pursuant to this Agreement.
3.2.2 Progress Payments.
a. Contractor shall submit a monthly Application for Payment, itemized by cost code and supported by (i) Lien Notice Documents, (ii) evidence of compliance with Section 7.3 (Insurance), and (iii) other documents reasonably requested by Owner.
b. Owner shall pay approved amounts within [___] days after receipt, less Retainage and any offsets permitted hereunder.
3.2.3 Retainage. Owner may withhold [___]% of each approved progress payment (“Retainage”). Owner shall release [___]% of accrued Retainage within [___] days after Substantial Completion and the balance within [___] days after Final Completion, subject to a written, itemized withholding for unfinished or defective Work. Any lien waiver requested with a payment shall identify the payment and claims reserved; an unconditional waiver shall be delivered only after the corresponding payment is received.

3.2.4 Final Payment shall be due within [___] days after (i) Final Completion, (ii) Owner’s receipt of all close-out documents (including as-built drawings, O&M manuals, warranties, test reports, and final Lien Notice Documents), and (iii) receipt and acceptance of a final Application for Payment.
3.2.5 Bonds. ☐ No bond is required under this Agreement. ☐ Contractor shall provide [PAYMENT / PERFORMANCE / BOTH] bond(s) in the amount of $[AMOUNT], issued by [SURETY REQUIREMENTS], before [DATE]. The attached bond form controls its beneficiaries and claims procedure.

3.2.6 Subcontractor and Supplier Payments. Contractor shall use amounts received for Work to pay amounts then due to its subcontractors and suppliers on this Project, subject to any good-faith dispute identified in writing to Owner.

3.3 Schedule; Substantial & Final Completion

3.3.1 Contractor shall commence the Work on or before [START DATE] and achieve Substantial Completion by [SUBSTANTIAL COMPLETION DATE]. Final Completion shall occur not later than [___] days thereafter.
3.3.2 Time is of the essence. Contractor shall provide written notice of any anticipated delay within 48 hours of discovery.
3.3.3 Liquidated Damages. If Contractor fails to achieve Substantial Completion by the date above (as may be extended by approved Change Orders), Contractor shall pay Owner liquidated damages of $[AMOUNT] per day, not as a penalty but as a reasonable estimate of damages.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
a. it is duly organized, validly existing, and in good standing in its jurisdiction of formation;
b. it has full power and authority to execute and deliver this Agreement;
c. this Agreement constitutes a valid, binding obligation, enforceable against it in accordance with its terms.

4.2 Contractor’s Additional Representations. Contractor further represents and warrants that:
a. it holds and will maintain each license, registration, and permit required for its particular Work;
b. its personnel are experienced, skilled, and legally authorized to work;
c. the Work, when completed, will be free of defects, constructed in strict conformity with the Contract Documents, and fit for its intended purpose;
d. it is financially solvent and able to pay all laborers, suppliers, and subcontractors;
e. it will pass to Owner good title to materials it supplies, subject to any lien rights that cannot be waived before payment.

4.3 Warranty Period. Contractor shall correct Work that does not conform to the Contract Documents if Owner gives written notice within [___] years after Final Completion. This contractual period does not extend or shorten any nonwaivable period under applicable law.

5. COVENANTS & RESTRICTIONS

5.1 Safety & Clean-Up. Contractor shall institute and maintain safety precautions and clean-up practices customary for projects of similar size and scope.
5.2 Notice Obligations. Contractor shall:
a. send its preliminary notice to Owner or Owner’s agent before receiving any Owner payment, including an advance, using substantially the Wyo. Stat. § 29-10-101 form with its blank lien waiver attached; provide each subcontractor and materialman, when contracting, the record owner’s and agent’s names and addresses and the Project legal description; and retain copies of preliminary notices received from them. A subcontractor or materialman sends its preliminary notice within 30 days after first providing Work or materials and copies Contractor. A claimant intending to file a lien must give the separate notice required by Wyo. Stat. § 29-2-107 at least 20 days before filing. These notices are separate from this Agreement’s ordinary notice clause;
b. promptly notify Owner of any hazardous materials encountered;
c. provide written notice of differing site conditions before disturbing same.
5.3 Taxes & Fees. Contractor is responsible for and shall pay all applicable federal, state, and local taxes, fees, and assessments arising from the Work.
5.4 Non-Assignment. Contractor shall not assign this Agreement nor subcontract the entirety of the Work without Owner’s prior written consent.

6. DEFAULTS & REMEDIES

6.1 Contractor Default. Each of the following constitutes a “Contractor Default”:
a. failure to prosecute the Work diligently;
b. failure to make prompt payment to subs or suppliers;
c. failure to pay an undisputed amount due to a subcontractor or supplier for the Work after receipt of Owner’s corresponding payment;
d. violation of Applicable Law;
e. breach of any warranty or covenant.

6.2 Owner Default. Owner’s failure to make undisputed payments within [___] days after written notice constitutes an “Owner Default.”

6.3 Notice & Cure. The non-defaulting Party shall provide written notice specifying the default. The defaulting Party shall have [7–14] days to cure, except that safety violations require immediate cure.

6.4 Remedies.
a. Contractor Remedies. Upon Owner Default, Contractor may suspend work and recover costs of demobilization plus interest at [___]% per annum on overdue amounts.
b. Owner Remedies. Upon Contractor Default, Owner may (i) supplement Contractor’s forces, (ii) withhold further payments, (iii) terminate for cause, (iv) call upon the surety, and/or (v) pursue any other remedies at law or equity.
6.5 Attorneys’ Fees. The prevailing Party in any dispute arising under this Agreement is entitled to recover reasonable attorneys’ fees, expert fees, and costs.

7. RISK ALLOCATION

7.1 Indemnification

Contractor shall indemnify, defend, and hold harmless Owner, Owner’s lenders, architects, engineers, consultants, and their respective officers, directors, and employees (collectively, the “Indemnitees”) from and against any and all claims, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:
a. bodily injury, sickness, disease, or death of any person;
b. damage to or destruction of tangible property;
c. violations of Applicable Law; or
d. any lien or claim of lien,
to the extent caused by the negligence, recklessness, willful misconduct, or breach of this Agreement by Contractor or anyone for whom Contractor is responsible.

7.2 Limitation of Liability

Except for (i) liabilities arising from gross negligence or willful misconduct, (ii) claims covered by Section 7.1 (Indemnification), or (iii) Contractor’s obligation to achieve the Contract Documents’ performance standards, Contractor’s aggregate liability under this Agreement shall not exceed the Contract Price.

7.3 Insurance

Contractor shall maintain, at its own cost and expense, the following minimum insurance throughout the Project:
a. Commercial General Liability: $[___] per occurrence / $[___] aggregate;
b. Workers’ Compensation: statutory limits;
c. Employers’ Liability: $[___] per accident;
d. Commercial Auto Liability: $[___] CSL;
e. Builder’s Risk: completed-value form for the full replacement cost of the Work, naming Owner as loss payee.

Certificates evidencing the foregoing shall be delivered to Owner before mobilization, and policies shall include waiver of subrogation in favor of the Indemnitees.

7.4 Force Majeure

Neither Party is liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, unusually severe weather, labor strikes not attributable to such Party, epidemic, governmental orders, or acts of terrorism. The impacted Party shall notify the other within five (5) days of the event, and the Project Schedule shall be equitably adjusted.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. Any action or proceeding arising from this Agreement shall be brought exclusively in the state courts located in [COUNTY], Wyoming. Each Party irrevocably submits to such jurisdiction.

8.3 Arbitration. [SELECT ONE AND DELETE THE OTHER PARAGRAPH]

• Optional Arbitration (Insert if selected): “At Owner’s sole election, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules, heard in [CITY], Wyoming. Judgment on the award may be entered in any court of competent jurisdiction.”
• No Arbitration (default): “The Parties waive arbitration; disputes shall be resolved in accordance with Sections 8.1 and 8.2.”

8.4 Interim Relief. Nothing herein precludes either Party from asking a court for temporary relief pending resolution on the merits.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers. Any amendment or waiver must be in writing and signed by authorized representatives of both Parties. No waiver shall be deemed a continuing waiver.

9.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except that Owner may assign its rights to its lender or a successor owner.

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

9.4 Severability. If a provision is unenforceable, the remaining provisions remain in effect to the extent they can operate independently.

9.5 Entire Agreement. This Agreement, together with the Contract Documents, constitutes the entire agreement and supersedes all prior negotiations and understandings.

9.6 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature where permitted by applicable law.

9.7 Contract Notices. Ordinary notices under this Agreement shall be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally recognized overnight courier, to the addresses first set forth above, or such other address as a Party may designate by notice. This clause does not replace the sending rules for any statutory lien notice.

10. EXECUTION BLOCK

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

11. EXHIBITS & SCHEDULES

Exhibit A – Scope of Work and Technical Specifications
Exhibit B – Project Schedule (Gantt Chart or Milestone Table)
Exhibit C – Schedule of Values / Payment Application Form
Exhibit D – Insurance Certificates & Additional Insured Endorsements
Exhibit E – Sample Lien Waiver Forms (Partial & Final)
Exhibit F – Change Order Form