CONSTRUCTION SERVICES AGREEMENT
(Wyoming – Private or Public Projects)
[// GUIDANCE: This template is drafted to comply with Wyoming construction‐law norms, including lien-law notice mechanics, payment-bond considerations, and statutory retainage limits. All bracketed fields must be completed and all bracketed options either selected or deleted by counsel prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Scope of Work
3.2 Contract Price & Payment Terms
3.3 Schedule; Substantial & Final Completion - Representations & Warranties
- Covenants & Restrictions
- Defaults & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- 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 is duly licensed and qualified to perform construction services in the State of Wyoming and desires to perform the work subject to the terms and conditions hereof.
C. The Parties wish to set forth their agreement regarding the Project, including Wyoming lien notifications, payment bond obligations, and retainage limits.
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 all preliminary notices, notices of intent, lien waivers, and partial/final lien releases required under Wyoming lien law in connection with the Project.
“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.
[// GUIDANCE: Add additional defined terms as necessary for specialized scopes or funding sources.]
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 retainage in an amount not to exceed [RETAINAGE PERCENTAGE (≤ statutory maximum, e.g., 10%)] of each progress payment (“Retainage”). Retainage shall be released upon Contractor achieving Substantial Completion, delivery of unconditional final lien waivers, and satisfaction of all punch-list items, except that Owner may continue to withhold an amount equal to []% of the total Contract Price as security for final punch-list and warranty obligations until Final Completion.
[// GUIDANCE: Wyoming’s retainage limit for public works is generally capped at 10%, with phased releases after 50% completion. Confirm current statutory cap and tailor the bracketed language accordingly.]
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 Payment Bond. For Contract Price exceeding $[BOND THRESHOLD], Contractor shall provide a payment and performance bond naming Owner as dual obligee in the penal sum of 100% of the Contract Price, issued by a surety admitted in Wyoming and rated A- or better by A.M. Best.
[// GUIDANCE: Wyoming law requires payment bonds on public projects over $7,500; private projects may, by contract, impose similar bonding. Adjust threshold to project type.]
3.2.6 Conditional Payments & Trust Fund. All monies paid to Contractor are deemed trust funds for payment of subcontractors and suppliers in accordance with Wyoming lien law.
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 is properly licensed to perform the Work in Wyoming and will maintain such license throughout the Project;
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 all materials free of liens and encumbrances, except permitted Retainage rights of subcontractors until paid.
4.3 Survival. The representations and warranties herein survive Final Completion for the longer of (i) the statutory limitation period or (ii) [TWO] years.
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. provide Owner copies of all Lien Notice Documents within the statutory deadlines;
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. filing or threatened filing of a mechanic’s lien (except where Owner is in payment default);
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.
[// GUIDANCE: This clause is drafted to satisfy Wyoming’s anti-indemnity statute limitations. Delete parts (a)–(d) or modify if broader coverage is desired, ensuring compliance.]
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 Jury Trial Waiver. [OPTIONAL—DELETE IF NOT SELECTED] EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY.
8.5 Injunctive Relief. Nothing herein precludes either Party from seeking temporary restraining orders or preliminary injunctions to preserve the status quo 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 any provision is invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.
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 executed in counterparts, each of which is deemed an original. Electronic signatures and PDF copies shall be deemed originals for all purposes.
9.7 Notices. All notices 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.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Construction Services Agreement effective as of the Effective Date.
| OWNER | CONTRACTOR |
|---|---|
| [OWNER LEGAL NAME] | [CONTRACTOR LEGAL NAME] |
| By: _________ | By: _________ |
| Name: _______ | Name: _______ |
| Title: _______ | Title: _______ |
| Date: ________ | Date: ________ |
[// GUIDANCE: Notarization is generally not required for private construction contracts in Wyoming, but lender requirements or recording of memoranda may necessitate it. Insert jurat/acknowledgment blocks if needed.]
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
[// GUIDANCE: This template is intended to provide a rigorous baseline. Counsel should (1) update statutory references to reflect current Wyoming lien notice deadlines, (2) confirm retainage caps under Wyo. Stat. Title 16 for public works or contractual limits for private projects, and (3) coordinate insurance limits with project risk profile and lender requirements. Final review by Wyoming counsel is strongly recommended.]