Construction Contract

WYOMING PRIVATE CONSTRUCTION SERVICES AGREEMENT

PRIVATE PROJECT ONLY: Do not use this agreement for a public work without replacing it with the required public-contract, procurement, bond, payment, and retainage terms.

1. PROJECT WORKSHEET

• ☐ Project ownership and legal description confirmed.

• ☐ Contractor and trade licensing requirements checked with the applicable locality and state trade board.

• ☐ Public-project requirements do not apply.

2. PARTIES AND CONTRACT DOCUMENTS

This Agreement is entered on [__/__/____] by:

Owner: [________________________________], address [________________________________].

Contractor: [________________________________], address [________________________________].

The Contract Documents are:

• ☐ This Agreement
• ☐ Scope of Work — Exhibit A
• ☐ Plans and Specifications — Exhibit B
• ☐ Project Schedule — Exhibit C
• ☐ Schedule of Values — Exhibit D
• ☐ Insurance Requirements — Exhibit E
• ☐ Change Order Form — Exhibit F
• ☐ Other: [________________________________]

If the Contract Documents conflict, the following order of priority applies: [________________________________].

3. SCOPE OF WORK

Contractor shall furnish the supervision, labor, materials, equipment, and services described in Exhibit A.

Included work: [________________________________]

Excluded work: [________________________________]

Owner-furnished items: [________________________________]

Allowances: [________________________________]

Alternates: [________________________________]

Contractor shall perform the Work in accordance with the Contract Documents and the permits, codes, and inspections applicable to the Project.

4. CONTRACT PRICE AND PAYMENT

A. CONTRACT PRICE

The Contract Price is:

• ☐ Lump sum: $[________________________________]
• ☐ Cost of work plus fee: [________________________________]
• ☐ Unit prices: [________________________________]
• ☐ Guaranteed maximum price: $[________________________________]

B. APPLICATIONS FOR PAYMENT

Contractor shall submit an application for payment on [schedule], supported by:

• ☐ Updated schedule of values
• ☐ Invoices and receipts
• ☐ Progress photographs
• ☐ Current subcontractor/supplier list
• ☐ Conditional lien waivers for the requested payment
• ☐ Unconditional lien waivers for prior cleared payments
• ☐ Updated project schedule
• ☐ Other: [________________________________]

Owner shall pay approved undisputed amounts within [____] days after receiving a complete application.

C. RETAINAGE

The parties agree to contractual retainage of [____]%.

No Wyoming private-project statutory maximum is stated in this template. Insert retainage only as an agreed contract term after project-specific review.

Retainage shall be released within [____] days after:

• ☐ Substantial Completion
• ☐ Final Completion
• ☐ Completion of punch-list work
• ☐ Delivery of closeout documents
• ☐ Receipt of appropriate lien waivers
• ☐ Other: [________________________________]

D. FINAL PAYMENT

Final payment is due within [____] days after all selected conditions are met:

• ☐ Final Completion accepted
• ☐ Final inspection or certificate received
• ☐ Warranties and manuals delivered
• ☐ As-built documents delivered
• ☐ Final lien waivers delivered
• ☐ Required satisfaction notices filed and sent
• ☐ Other: [________________________________]

Payment does not waive a timely claim for defective or incomplete Work unless the parties sign an express settlement or release.

5. WYOMING CONSTRUCTION-LIEN COMPLIANCE

A. PRELIMINARY NOTICE — WYO. STAT. § 29-2-112

To preserve construction-lien rights:

• A contractor must send the statutory written preliminary notice to the record owner or agent before receiving any owner payment, including an advance.
• A subcontractor or materialman must send the notice within 30 days after first providing services or materials and must copy the contractor.
• Failure to send the required notice within the statutory time bars that claimant's lien right.

The notice must substantially follow the statutory form referenced in Wyo. Stat. § 29-10-101.

Contractor preliminary notice sent: [__/__/____]
Method and proof: [________________________________]

Contractor shall provide subcontractors and materialmen the record owner's name and address, any agent's information, and the Project legal description at contracting as required by Wyo. Stat. § 29-2-113.

B. NOTICE OF INTENT — WYO. STAT. § 29-2-107

Before filing a lien, a claimant must send the record owner or agent written notice of the claim amount and the person from whom it is due no later than 20 days before filing the lien statement.

C. LIEN-STATEMENT DEADLINES — WYO. STAT. § 29-2-106

Subject to the statute's detailed rules:

• A contractor generally files within 150 days of the earlier statutory trigger tied to last work/materials or substantial completion.
• Other construction-lien claimants generally file within 120 days of the applicable statutory trigger.
• A contract between owner and contractor cannot restrict a subcontractor's or materialman's lien right.

Any recorded notice of substantial completion and any recorded extension agreement must be handled exactly as the statute requires.

D. LIEN STATEMENT, OWNER NOTICE, AND ENFORCEMENT

A lien statement must satisfy Wyo. Stat. § 29-1-312, including verification, acknowledgment, claimant and owner information, amount, itemized work/materials, responsible party, relevant dates, legal description, and contract information.

Under § 29-1-312(c), the claimant sends the record owner or agent the prescribed notice within 30 days after filing the lien statement.

Under Wyo. Stat. § 29-2-109, an action to foreclose or enforce the construction lien must be commenced within 180 days after the lien statement is filed.

E. SATISFACTION

After the secured debt is paid and satisfied, Wyo. Stat. § 29-1-313 requires the lien claimant to file a notice of satisfaction and send the record owner a copy within 30 days.

F. LIEN DISPUTES

Under Wyo. Stat. § 29-2-108, Contractor shall defend at its expense a lien action brought by its employees, subcontractors, their employees, or suppliers as described by the statute. Owner may withhold the filed-lien amount while the action is pending.

Under Wyo. Stat. § 29-1-401, the prevailing party in a statutory lien-foreclosure action is entitled to reasonable associated costs and expenses, including attorney fees.

Under Wyo. Stat. § 29-1-407, a contractor, subcontractor, or materialman who contracts to perform work or furnish materials on a Wyoming project and asserts a lien submits to Wyoming law and the district or circuit courts in the county where the Project is located; lien-claim mediation or arbitration venue is also that county unless the parties agree otherwise.

6. SCHEDULE AND DELAY

Contractor shall:

1. Begin Work by [__/__/____];
2. Achieve Substantial Completion by [__/__/____]; and
3. Achieve Final Completion by [__/__/____].

Contractor shall notify Owner within [____] days after discovering a delay and state:

• the cause;
• activities affected;
• expected duration;
• mitigation steps; and
• requested time or price adjustment.

Excusable delays are limited to: [________________________________].

Liquidated damages, if selected, are $[____] per day after [milestone], based on the parties' project-specific estimate of difficult-to-measure delay loss and not as a penalty.

7. CHANGES

No change to the Work, Contract Price, or Contract Time is authorized without a written Change Order signed by Owner and Contractor, except emergency protective work described here: [________________________________].

Each Change Order shall state:

• ☐ Scope added or removed
• ☐ Price adjustment
• ☐ Time adjustment
• ☐ Schedule impact
• ☐ Effect on warranties
• ☐ Effect on insurance or permits

8. OWNER RESPONSIBILITIES

Owner shall:

• ☐ Provide site access
• ☐ Supply existing surveys and reports listed here: [________________________________]
• ☐ Identify known hazardous materials: [________________________________]
• ☐ Make selections by agreed deadlines
• ☐ Pay undisputed amounts when due
• ☐ Designate a representative: [________________________________]
• ☐ Other: [________________________________]

9. CONTRACTOR RESPONSIBILITIES

Contractor shall:

• ☐ Supervise and coordinate the Work
• ☐ Use qualified personnel
• ☐ Obtain assigned permits and inspections
• ☐ Maintain site safety and cleanup
• ☐ Pay subcontractors and suppliers from received Project funds as required by contract
• ☐ Protect adjacent property
• ☐ Correct nonconforming Work
• ☐ Maintain Project records
• ☐ Provide closeout documents

10. WARRANTIES

Contractor warrants for [____] year(s) after [Substantial / Final] Completion that the Work will conform to the Contract Documents and be free from material defects in workmanship and materials, excluding:

• ☐ Ordinary wear
• ☐ Owner misuse or improper maintenance
• ☐ Work altered by others
• ☐ Design supplied by Owner
• ☐ Manufacturer-limited items identified here: [________________________________]

This express warranty does not state whether any other warranty or remedy may apply; counsel must review any disclaimer or limitation.

11. INSURANCE

Before mobilization, Contractor shall provide evidence of:

Additional-insured, waiver-of-subrogation, primary/noncontributory, cancellation, and completed-operations requirements must be stated in Exhibit E and confirmed with the insurer.

12. INDEMNITY AND LIABILITY

To the extent permitted by applicable law and to the extent caused by Contractor's negligent act, omission, willful misconduct, or breach, Contractor shall indemnify Owner from third-party bodily-injury and property-damage claims attributable to Contractor or persons for whom Contractor is responsible.

• ☐ Duty to defend included only after counsel and insurance review
• ☐ No indemnity for Owner's sole negligence
• ☐ Design-professional liability addressed separately
• ☐ Liability cap: [none / $________________ / other: ________________________________]
• ☐ Consequential-damage waiver: [________________________________]

13. DEFAULT AND TERMINATION

A material default includes:

• ☐ Failure to pay an undisputed amount
• ☐ Material schedule failure
• ☐ Abandonment
• ☐ Failure to correct unsafe or defective Work
• ☐ Failure to maintain required insurance
• ☐ Material breach of the Contract Documents

Except for an emergency or insolvency event stated here [________________________________], the nondefaulting party shall give written notice and [____] days to cure or begin and diligently continue cure.

OWNER REMEDIES

• ☐ Withhold disputed amounts
• ☐ Supplement forces after notice
• ☐ Terminate for cause
• ☐ Recover documented completion costs
• ☐ Other: [________________________________]

CONTRACTOR REMEDIES

• ☐ Suspend Work after [____] days' notice for unpaid undisputed amounts
• ☐ Extend time for Owner-caused delay
• ☐ Terminate after prolonged suspension
• ☐ Other: [________________________________]

14. DISPUTE RESOLUTION

For statutory lien claims, the Wyoming venue rules described in Section 5 apply.

For other contract disputes, select:

• ☐ Negotiation, then mediation in [COUNTY], Wyoming
• ☐ Court litigation in a county with lawful venue
• ☐ Binding arbitration under [rules] in [COUNTY], Wyoming
• ☐ Other: [________________________________]

Attorney fees for non-lien contract claims: ☐ Each party bears its own ☐ Prevailing party ☐ Other: [____]

15. GENERAL TERMS

• Governing law: Wyoming law, subject to mandatory law.
• Notices: Written notices shall be sent by [methods] to the addresses above.
• Assignment: [________________________________].
• Subcontracting: [________________________________].
• Records retention: [________________________________].
• Confidentiality: [________________________________].
• Entire agreement: The Contract Documents are the complete agreement.
• Amendment: A signed writing is required.
• Severability: An unenforceable term is severed or reformed only as permitted by law.
• Counterparts and electronic signatures: The parties agree to accept signed counterparts and electronic copies for this transaction.
• No waiver: A waiver applies only to the stated instance.

16. SIGNATURES

EXHIBITS

• Exhibit A — Scope of Work
• Exhibit B — Plans and Specifications
• Exhibit C — Project Schedule
• Exhibit D — Schedule of Values
• Exhibit E — Insurance Requirements
• Exhibit F — Change Order
• Exhibit G — Wyoming Preliminary Notice and Lien Compliance Log
• Exhibit H — Closeout Checklist

SOURCES AND REFERENCES

• Wyoming Legislature, current Title 29 — Liens: https://wyoleg.gov/statutes/compress/title29.pdf