CONSTRUCTION SERVICES AGREEMENT

(Nevada – Private Project)

[// GUIDANCE: This template is drafted for a private, vertical‐construction project located in the State of Nevada. Practitioners should review and customize bracketed placeholders, defined terms, and optional provisions before use.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Scope of Work
   3.2 Contract Price; Schedule of Values; Retainage
   3.3 Time for Performance; Milestones
   3.4 Permits, Licenses & Taxes
   3.5 Payment Procedures & Lien Law Compliance
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Blocks

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] with its principal place of business at [ADDRESS] (“Owner”); and
• [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE] duly licensed as a “contractor” in the State of Nevada, License No. [LICENSE #], with 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 desires that Contractor furnish all labor, materials, equipment, and services necessary to complete the Project (as defined below) in accordance with the Contract Documents (as defined below).
B. Contractor is willing and able to perform such services, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings given below. Defined terms include their singular and plural forms and may be used interchangeably.

“Applicable Law” means (i) the Constitution and laws of the State of Nevada (including without limitation Nevada Revised Statutes (“NRS”) Chapter 108 governing mechanics’ and materialmen’s liens), (ii) the laws of the United States of America, and (iii) all codes, ordinances, rules, regulations, and orders of governmental authorities having jurisdiction.

“Change Order” means a written modification of the Work, Contract Price, or Contract Time executed by both Parties pursuant to Section 3.1.4.

“Contract Documents” means this Agreement, the Drawings and Specifications, Change Orders, schedules, exhibits, and any documents incorporated herein by reference.

“Contract Price” has the meaning given in Section 3.2.1.

“Contract Time” has the meaning given in Section 3.3.1.

“Force Majeure Event” has the meaning given in Section 7.4.

“Notice of Right to Lien” means the written preliminary notice required under Nevada lien law to preserve lien rights.

“Project” means the construction of [BRIEF DESCRIPTION OF PROJECT] located at [PROJECT ADDRESS] (the “Site”).

“Retainage” has the meaning given in Section 3.2.3.

“Subcontractor” means any person or entity engaged by Contractor to perform any portion of the Work.

“Work” means all construction and related services, labor, materials, equipment, and other obligations to be performed or furnished by Contractor under this Agreement.

[// GUIDANCE: Add/adjust defined terms as necessary to align with the actual scope and delivery method.]

3. OPERATIVE PROVISIONS

3.1 Scope of Work

3.1.1 Contractor shall diligently perform the Work in strict accordance with the Contract Documents and all Applicable Law.
3.1.2 Contractor shall provide competent supervision and shall be solely responsible for construction means, methods, techniques, sequences, and procedures.
3.1.3 Contractor shall coordinate its activities with those of Owner, its consultants, and separate contractors to avoid injury, delay, or interference.
3.1.4 Changes in the Work shall be made only by Change Order. No verbal instruction or field directive modifies the Contract Documents absent a duly executed Change Order.

3.2 Contract Price; Schedule of Values; Retainage

3.2.1 Owner shall pay Contractor a total fixed price of $[CONTRACT PRICE] (the “Contract Price”) for satisfactory completion of the Work, subject to additions and deductions by Change Order.
3.2.2 Within ten (10) days after the Effective Date, Contractor shall submit for Owner’s review a Schedule of Values allocating the Contract Price among cost categories and milestones acceptable to Owner.
3.2.3 Retainage. Owner shall withhold an amount not to exceed five percent (5%) of each progress payment (the “Retainage”), which is the maximum permitted under Nevada lien law. Retainage shall be released to Contractor within thirty (30) days after (a) Final Completion, (b) submission of all lien waivers/releases, and (c) satisfaction of all close-out requirements.
[// GUIDANCE: Confirm Retainage percentage and release timing against NRS §624.609 (private works) prior to issuance.]

3.3 Time for Performance; Milestones

3.3.1 Contractor shall commence the Work on [COMMENCEMENT DATE] and achieve Substantial Completion no later than [SUBSTANTIAL COMPLETION DATE] (collectively, the “Contract Time”).
3.3.2 Time is of the essence. Contractor shall be liable for liquidated damages of $[LD AMOUNT] per calendar day for each day of delay beyond the Substantial Completion date, which the Parties agree is a reasonable pre-estimate of Owner’s damages.
3.3.3 Contractor shall achieve Final Completion within thirty (30) days after Substantial Completion, unless extended by Change Order.

3.4 Permits, Licenses & Taxes

Except as identified in Exhibit [A], Contractor shall obtain and pay for all permits, licenses, fees, and inspections necessary to perform the Work. Contractor shall pay all applicable federal, state, and local taxes.

3.5 Payment Procedures & Lien Law Compliance

3.5.1 Applications for Payment. On or before the [DAY] of each month, Contractor shall submit to Owner (i) an itemized application for payment based on completed Work, (ii) a conditional lien waiver/release in statutory form from Contractor, and (iii) analogous conditional lien waivers/releases from all Subcontractors and suppliers whose work is included in the application.
3.5.2 Owner shall pay approved amounts within [15] days following Owner’s receipt of a proper application for payment.
3.5.3 Preliminary Notices. Contractor shall (a) serve its Notice of Right to Lien within the time required under Nevada law to preserve lien rights, and (b) ensure that each Subcontractor and supplier timely serves its own Notice of Right to Lien.
3.5.4 Payment Bond. If the Contract Price equals or exceeds $[BOND THRESHOLD], Contractor shall, within ten (10) days after request, furnish Owner with a payment and performance bond issued by a surety licensed in Nevada in a penal sum equal to one hundred percent (100%) of the Contract Price, conditioned upon prompt payment and performance of the Work (“Payment Bond”).
3.5.5 Release of Liens. As a condition precedent to each payment, Contractor shall provide lien releases/waivers, and at Final Completion, a final unconditional lien release from itself and all Subcontractors and suppliers covering the Work through the date of final payment.
3.5.6 Liens Prohibited. Contractor shall promptly pay its Subcontractors and suppliers and shall keep the Project free from liens, stop notices, or bond claims arising out of or related to the Work. Contractor’s indemnification obligations in Section 7.1 include claims arising from liens or bond claims.

4. REPRESENTATIONS & WARRANTIES

4.1 Authority. Each Party represents that it has full right, power, and authority to enter into and perform this Agreement.
4.2 Contractor’s Specific Warranties. Contractor warrants that:
(a) it is duly licensed and in good standing under the laws of Nevada to perform the Work;
(b) all Work shall (i) conform to the Contract Documents, (ii) be free from defective materials and workmanship, and (iii) comply with all Applicable Law;
(c) title to all materials and equipment furnished passes to Owner free of liens upon payment; and
(d) all persons furnishing labor or materials are and will be paid in full.
4.3 Warranty Period. Contractor’s warranty for labor and materials shall extend for one (1) year from Final Completion or for such longer period as may be required under Applicable Law or the Contract Documents.
4.4 Survival. The representations and warranties in this Article 4 survive Final Completion, payment, and termination.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Laws; Safety. Contractor shall comply with all Applicable Law, industry standards, and safety regulations and shall implement safety measures to protect persons and property.
5.2 Coordination and Scheduling. Contractor shall coordinate scheduling of the Work with Owner’s other contractors to avoid delay or interference.
5.3 Books & Records; Audit Rights. Contractor shall maintain complete and accurate project records for at least three (3) years after Final Completion and shall permit Owner reasonable access for audit upon request.
5.4 Notice of Claims. Contractor shall give Owner written notice of any claim within seven (7) days after the event giving rise to the claim. Failure to provide timely notice constitutes a waiver.
5.5 Hazardous Materials. Contractor shall not bring hazardous materials onto the Site except as reasonably necessary and in compliance with Applicable Law.
5.6 Assignment of Subcontract Warranties. Upon Final Completion and Owner’s request, Contractor shall assign to Owner all transferable warranties obtained from Subcontractors and suppliers.

6. DEFAULT & REMEDIES

6.1 Contractor Default. The occurrence of any of the following constitutes a default by Contractor:
(a) failure to prosecute the Work diligently or to maintain the Project schedule;
(b) failure to pay Subcontractors or suppliers when due;
(c) material violation of Applicable Law;
(d) filing of a voluntary or involuntary petition in bankruptcy;
(e) any other material breach of this Agreement.

6.2 Notice and Cure. Owner shall give written notice of default. Contractor shall cure within seven (7) days (or such longer period as Owner may approve, provided Contractor commences cure within the initial period and diligently prosecutes it).

6.3 Owner Remedies. If Contractor fails to cure within the applicable period, Owner may, without prejudice to other rights:
(a) supplement or replace Contractor’s forces and deduct the cost;
(b) terminate this Agreement for cause upon two (2) days’ written notice;
(c) recover all damages, costs, and reasonable attorneys’ fees caused by Contractor’s default;
(d) withhold further payments until the default is cured; and/or
(e) pursue specific performance or injunctive relief.

6.4 Termination for Convenience. Owner may, at any time, terminate this Agreement for convenience upon seven (7) days’ written notice. Contractor shall be entitled to payment for Work properly executed plus proven direct costs of termination, but no anticipatory or consequential damages.

7. RISK ALLOCATION

7.1 Indemnification

Contractor shall indemnify, defend, and hold harmless Owner, its affiliates, officers, directors, employees, agents, lenders, and consultants from and against any and all claims, demands, liens, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) personal injury, death, or property damage caused by Contractor or its Subcontractors, (b) Contractor’s breach of this Agreement, (c) failure to comply with Applicable Law (including Nevada lien laws), and (d) any lien, stop notice, or bond claim asserted by any Subcontractor or supplier. This indemnity survives termination and Final Completion.

7.2 Limitation of Liability

The aggregate liability of Contractor to Owner for claims arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the Contract Price. [// GUIDANCE: Limitations on gross negligence or willful misconduct may be unenforceable; evaluate client risk profile.]

7.3 Insurance

Contractor shall maintain at its own expense throughout the Contract Time and warranty period:
(a) Commercial General Liability with limits not less than $[2,000,000] per occurrence and $[4,000,000] aggregate;
(b) Workers’ Compensation as required by Nevada law;
(c) Employers’ Liability with limits of $[1,000,000];
(d) Automobile Liability with limits of $[1,000,000] combined single limit; and
(e) Builder’s Risk “all-risk” insurance covering the Work for the full replacement value, unless provided by Owner. Certificates of insurance naming Owner as additional insured (except for Workers’ Compensation) shall be delivered prior to commencing Work.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance due to acts of God, epidemic, pandemic, governmental order, civil disturbance, terrorism, labor disputes beyond the Party’s control, or other events beyond its reasonable control (“Force Majeure Event”), provided the affected Party notifies the other within five (5) days after the onset of the event and resumes performance promptly thereafter.

8. DISPUTE RESOLUTION

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

8.2 Forum Selection. Subject to Section 8.3, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Nevada, and waive any objection to venue therein.

8.3 Arbitration (Optional). At either Party’s written election, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Construction Industry Arbitration Rules, conducted in [CITY, NEVADA]. Judgment upon the arbitral award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Injunctive Relief. Notwithstanding anything to the contrary, either Party may seek temporary, preliminary, or permanent injunctive relief or specific performance in a court of competent jurisdiction to prevent irreparable harm, without posting bond.

9. GENERAL PROVISIONS

9.1 Amendments; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. Waiver of any breach must be in writing and shall not constitute a waiver of any subsequent breach.

9.2 Assignment. Contractor may not assign or delegate its rights or obligations without Owner’s prior written consent. Any prohibited assignment is void.

9.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

9.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be modified to the minimum extent necessary to achieve its intent.

9.5 Entire Agreement. The Contract Documents constitute the entire agreement between the Parties and supersede all prior negotiations or representations.

9.6 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. Signatures in electronic or facsimile form are deemed originals.

9.7 Notices. All notices shall be in writing and delivered (a) in person, (b) by certified mail, return receipt requested, (c) by nationally recognized overnight courier, or (d) by email with confirmation of receipt, addressed to the Parties at the addresses set forth above (or such other address a Party designates in writing). Notice is deemed given upon receipt or refusal of delivery.

10. EXECUTION BLOCKS

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

[OPTIONAL NOTARY ACKNOWLEDGMENT BLOCKS – insert if notarization is desired or required.]

EXHIBIT A

Permits & Fees Responsibility Matrix

EXHIBIT B

Schedule of Values

EXHIBIT C

Project Schedule & Milestones

EXHIBIT D

Form of Conditional and Unconditional Lien Waiver/Release (Nevada Private Works)

[// GUIDANCE:
1. Verify that Retainage, payment bond thresholds, and lien notice timing comply with the latest Nevada statutes and the specific project context.
2. Where arbitration or jury waiver is not desired, delete or mark the optional language accordingly.
3. Tailor insurance limits to Owner’s risk tolerance and lender requirements.
4. Consider adding a detailed scope of work, technical specifications, and supplementary conditions as separate exhibits if the project demands greater specificity.]