New York construction independent contractor agreement template

New York Construction Independent Contractor Agreement

This New York Construction Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between:

[Client Name], residing at [Client Address], and if a business entity, with its principal place of business at [Client Business Address], a [Client Business Entity Type, e.g., Corporation, LLC] organized under the laws of New York, with EIN [Client EIN], hereinafter referred to as “Client”,

and

[Contractor Name], residing at [Contractor Address], and if a business entity, with its principal place of business at [Contractor Business Address], a [Contractor Business Entity Type, e.g., Corporation, LLC, Sole Proprietorship] organized under the laws of New York, with EIN [Contractor EIN] or SSN [Contractor SSN] if a sole proprietor, and New York City Department of Buildings License # [Contractor License Number (if applicable)], hereinafter referred to as “Contractor”.

1. Scope of Work

Option A: The Contractor shall perform the following services (the “Work”): [Detailed description of work, including specific tasks, required materials, plans, blueprints, deliverable standards, and methods for changes or additions (change order process)].

Option B: The Work shall be defined in Exhibit A, attached hereto and incorporated by reference.

Option C: The Work includes, but is not limited to: [List of Work]. All Work shall be performed in a good and workmanlike manner in accordance with industry standards in New York.

2. Project Site and Schedule

Option A: The Project Site is located at [Project Site Address].

Option B: The Project Site is described in Exhibit B, attached hereto and incorporated by reference.

The Work shall commence on [Commencement Date] and is anticipated to be completed on or before [Completion Date].

The Contractor's standard work hours are [Work Hours].

Access to the Project Site shall be provided by the Client during the specified Work Hours.

Procedures for weather delays, site conditions, or unforeseen circumstances typical in New York construction: [Detailed description of procedures].

3. Compensation and Payment

Option A: Lump Sum: The Client shall pay the Contractor a lump sum of [Dollar Amount] for the completed Work.

Option B: Unit Price: The Client shall pay the Contractor at a rate of [Dollar Amount] per [Unit, e.g., square foot, hour].

Option C: Time and Materials: The Client shall pay the Contractor at a rate of [Dollar Amount] per hour, plus reimbursement for materials. Materials will be billed at cost plus [Percentage]% markup.

Payment Schedule: [Detailed payment schedule tied to construction milestones].

Invoicing: The Contractor shall submit invoices to the Client [Frequency, e.g., weekly, bi-weekly, monthly].

Lien Waivers: The Contractor shall provide a [Conditional/Unconditional] lien waiver with each invoice, complying with New York Lien Law requirements.

Retainage: The Client shall retain [Percentage]% of each payment until final completion and acceptance of the Work.

Change Orders: All changes to the Scope of Work must be documented in a written change order, signed by both parties, and will adjust the compensation accordingly.

Reimbursement of Materials: The Contractor will be reimbursed for the cost of materials, as supported by invoices, plus the agreed-upon markup.

Taxes: The Contractor is responsible for all applicable taxes, including New York State and City sales tax (if applicable), on materials and services.

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee or agent of the Client. The Client shall not be responsible for withholding income taxes or making payments for social security, unemployment insurance, or workers' compensation for the Contractor.

New York Labor Law Notices: [Specify all notices required by New York Labor Law, such as wage theft prevention, if applicable. This might require a separate attachment.]

The Contractor is solely responsible for paying all applicable federal, state, and local income taxes and self-employment taxes.

The Contractor is responsible for complying with all applicable regulations of the New York State Department of Labor and the New York City Department of Buildings.

Workers’ Compensation, Disability, and Unemployment Insurance: The Contractor is responsible for obtaining and maintaining workers’ compensation, disability, and unemployment insurance coverage as required by New York law. The Contractor shall provide proof of such insurance to the Client prior to commencement of the Work.

5. Licensing and Permits

The Contractor represents and warrants that they are properly licensed and permitted to perform the Work in New York, including holding all required licenses and registrations under applicable New York law.

The Contractor shall maintain all required licenses and permits in good standing throughout the term of this Agreement.

The Contractor shall immediately notify the Client of any suspension or revocation of any required license or permit.

The Contractor is responsible for obtaining and paying for all necessary permits, inspections, and approvals from local authorities (such as the NYC DOB, fire department, or other jurisdictional bodies) required for the Work.

Procedures for handling violations, stop-work orders, or safety citations: [Detailed description of procedures].

6. Occupational Safety and Health

The Contractor shall comply with all applicable OSHA regulations, including those specific to New York.

Site Safety Plan: [Specify whether a site safety plan is required and who is responsible for developing and implementing it.]

Union/Non-Union Labor: [Specify if the project is union or non-union and the implications for the Contractor.]

Local Law 196 (Site Safety Training): If applicable, the Contractor shall ensure that all personnel working on the Project Site have completed the required site safety training under Local Law 196 of the City of New York.

Procedures for reporting and remediating accidents and safety incidents: [Detailed description of procedures].

7. Insurance

The Contractor shall maintain the following insurance coverage at its own expense:

Commercial General Liability Insurance: With a minimum policy limit of [Dollar Amount] per occurrence and [Dollar Amount] in the aggregate.

Professional Liability Insurance: (If applicable) With a minimum policy limit of [Dollar Amount] per claim and [Dollar Amount] in the aggregate.

Workers’ Compensation Insurance: As required by New York law.

Employer’s Liability Insurance: With a minimum policy limit of [Dollar Amount] per occurrence.

The Client shall be named as an additional insured on the Contractor's Commercial General Liability policy.

Waiver of Subrogation: The Contractor waives all rights of subrogation against the Client.

Indemnification: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Contractor's performance of the Work, including but not limited to property damage, personal injury, or third-party claims.

8. Ownership of Work Product

The Client shall own all right, title, and interest in and to the Work product, construction documents, and materials supplied by the Contractor, subject to full payment for such materials and services.

Payment for Stored Materials: [Specify terms for payment of stored materials.]

Transfer of Title: Title to all materials shall pass to the Client upon payment for such materials.

Responsibility for Theft, Loss, or Defects: The Contractor is responsible for theft, loss, or defects of materials prior to final acceptance of the Work.

9. Defect Correction and Warranty

The Contractor warrants that the Work will be free from defects in materials and workmanship for a period of [Number] year(s) from the date of substantial completion (the "Warranty Period").

Defect Correction: If any defects are discovered during the Warranty Period, the Client shall notify the Contractor in writing, and the Contractor shall promptly correct such defects at its own expense.

Punch List: The Client and the Contractor shall jointly develop a punch list of any remaining items to be completed or corrected prior to final acceptance of the Work.

The warranty provided herein is in addition to any warranties implied by New York law, including those under the New York General Business Law.

10. Subcontracting

Option A: The Contractor shall not subcontract any portion of the Work without the prior written consent of the Client.

Option B: The Contractor may subcontract the following portions of the Work: [List of portions that can be subcontracted].

Any subcontractors hired by the Contractor must meet all applicable New York licensing and insurance standards.

The Contractor shall be fully responsible for the acts and omissions of its subcontractors.

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.

Mediation: If negotiation is unsuccessful, the parties shall submit the dispute to mediation in New York, with a mediator mutually agreed upon by the parties.

Arbitration: If mediation is unsuccessful, the parties shall submit the dispute to binding arbitration in New York, in accordance with the rules of the American Arbitration Association.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

Jurisdiction and Venue: Any litigation arising out of or relating to this Agreement shall be brought in the courts of the State of New York located in [County Name] County.

Service of Process: The parties agree that service of process may be made upon them at the addresses listed above.

12. Termination

Option A: Termination by Convenience: The Client may terminate this Agreement at any time for any reason upon [Number] days' written notice to the Contractor.

Option B: Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days' written notice.

Obligations Upon Termination: Upon termination of this Agreement, the Contractor shall immediately cease performing the Work, and the Client shall pay the Contractor for all Work performed and materials supplied up to the date of termination, less any amounts previously paid.

Final Accounting: The parties shall conduct a final accounting to determine the amount due to either party.

Lien Releases: The Contractor shall provide the Client with final lien releases for all Work performed and materials supplied.

Delivery of As-Built Drawings and Warranties: The Contractor shall deliver to the Client all as-built drawings, warranties, and other documentation relating to the Work.

Securing the Site: The Contractor is responsible for securing the Project Site upon termination.

13. Required Legal Notices and Disclosures

Mechanic's Lien: The Contractor acknowledges that it has the right to file a mechanic's lien against the Project Site in accordance with the New York Lien Law.

Prevailing Wage: [Include if the project is subject to prevailing wage requirements. Reference the specific applicable law and wage rate.]

Prompt Payment: The parties acknowledge that the New York Prompt Payment Act applies to this Agreement.

Nondiscrimination: The Contractor shall comply with all applicable nondiscrimination and equal opportunity laws. [Specify any relevant New York City or State regulations.]

14. Confidentiality

The Contractor shall maintain the confidentiality of any proprietary business information or client plans or site conditions disclosed by the Client in connection with this Agreement.

15. Authority

The Contractor has no authority to bind the Client to any agreement or obligation, order materials on the Client's behalf (except as explicitly outlined herein), or sign any contract on the Client's behalf.

16. Recordkeeping and Access

The Contractor shall maintain accurate records relating to the Work performed and shall allow the Client access to such records upon reasonable notice.

17. Compliance with Laws

The Contractor shall comply with all applicable zoning, building codes, and environmental regulations specific to New York, including but not limited to the New York City Building Code and the New York State Environmental Conservation Law.

Local Law/Regulatory Peculiarities: [Address any local law or regulatory peculiarities such as scaffold law, lead/asbestos abatement, or energy code enforcement, if relevant.]

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, weather events, supply chain disruptions, or government shutdowns in the New York region.

19. Assignment and Delegation

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.

20. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses listed above.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

22. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

23. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

24. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

25. Electronic Execution

This Agreement may be executed electronically, and such electronic signatures shall have the same force and effect as original signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]