Virginia construction independent contractor agreement template

Virginia Construction Independent Contractor Agreement

This Virginia Construction Independent Contractor Agreement ("Agreement") is made and entered into as of [Date], by and between:

Client: [Client Full Legal Name], residing at [Client Address], and/or doing business as [Client Business Name (if applicable)], with contact number [Client Phone Number] and email address [Client Email Address].

Independent Contractor: [Contractor Full Legal Name], residing at [Contractor Address], and/or doing business as [Contractor Business Name], holding Virginia Department of Professional and Occupational Regulation (DPOR) License Number [Contractor License Number] with classification [Contractor License Classification], with contact number [Contractor Phone Number] and email address [Contractor Email Address].

1. Scope of Work

Option A: General Description

The Independent Contractor shall perform the following construction services: [Detailed Description of Construction Services].

Option B: Specific Tasks

The Independent Contractor will specifically perform:

[Task 1, e.g., Framing]

[Task 2, e.g., Roofing]

[Task 3, e.g., Electrical]

The Independent Contractor shall perform all work in accordance with:

Virginia Uniform Statewide Building Code

Local Municipal Codes of [City/County]

The Independent Contractor shall complete the work according to the plans and blueprints titled [Plan Title] and dated [Plan Date].

Deliverables include: [List of Deliverables, e.g., Completed framing, installed roof].

Measurable Milestones:

[Milestone 1 Description and Completion Date]

[Milestone 2 Description and Completion Date]

Project Schedule: The project shall commence on [Start Date] and be completed by [Completion Date].

Working Hours: The Independent Contractor's typical working hours will be [Start Time] to [End Time], [Days of the Week].

The Independent Contractor is responsible for obtaining the following permits and approvals: [List of Permits/Approvals].

On-site work processes and safety compliance shall adhere to [Specific Safety Plan Name or Description] and Virginia Occupational Safety and Health (VOSH) standards.

2. Materials and Equipment

Option A: Contractor Provides

The Independent Contractor shall provide all materials and equipment necessary to complete the work.

Option B: Client Provides

The Client shall provide all materials and equipment necessary to complete the work.

If the Contractor provides materials, the required brand/quality is: [Brand/Quality Specifications].

If the Client provides materials, the delivery schedule is: [Delivery Schedule].

Storage arrangements for materials will be: [Storage Location and Requirements].

3. Payment Terms

Option A: Lump Sum

The Client shall pay the Independent Contractor a lump sum of [Dollar Amount] for the completed work.

Option B: Milestone Payments

The Client shall pay the Independent Contractor according to the following milestone schedule:

[Milestone 1: Description, Percentage of Total Payment, Dollar Amount]

[Milestone 2: Description, Percentage of Total Payment, Dollar Amount]

Option C: Time and Materials

The Client shall pay the Independent Contractor at a rate of [Dollar Amount] per hour, plus the cost of materials.

Retainage:

[Percentage]% retainage will be withheld, as permitted by Virginia law.

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

Required documentation for payment includes: [List of Required Documents, e.g., Lien waivers, inspection approvals, delivery receipts].

Late Payment Interest: Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Virginia law, whichever is lower.

The Independent Contractor is solely responsible for all federal and Virginia state income tax, self-employment tax, and business license tax obligations.

4. Independent Contractor Relationship

The parties agree that the Independent Contractor is an independent contractor and not an employee of the Client.

This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency between the parties.

The Independent Contractor is not eligible for workers' compensation or unemployment insurance benefits through the Client.

The Independent Contractor has no authority to bind the Client to any agreement or obligation.

The Independent Contractor is responsible for all legal obligations, including licensure, tax filings, insurance, and OSHA/VOSH compliance.

5. Insurance

The Independent Contractor shall maintain the following insurance coverage:

General Liability Insurance: Minimum coverage of [Dollar Amount] per occurrence.

Commercial Auto Insurance: Minimum coverage of [Dollar Amount] per accident.

Workers' Compensation Insurance: As required by Virginia law if the Independent Contractor employs others.

The Client [Shall/Shall Not] be named as an additional insured on the Independent Contractor's General Liability policy.

The Independent Contractor shall provide Certificates of Insurance to the Client before the commencement of work.

6. Risk Allocation and Indemnification

The Independent Contractor is liable for any property damage, injury, code violations, environmental harm, or regulatory penalties arising from the performance of the work.

The Independent Contractor shall indemnify and hold harmless the Client from any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising from the performance of the work, except to the extent caused by the Client's sole negligence.

7. Warranties

The Independent Contractor warrants that all workmanship shall be performed in a professional and workmanlike manner, conforming to industry standards and Virginia law.

The Independent Contractor warrants the materials provided shall be free from defects for a period of [Number] years.

The process for correction of defects is as follows: [Detailed Description of Process].

The Client shall provide written notice of any defects within [Number] days of discovery.

8. Change Orders

Any changes to the scope of work, unforeseen conditions, or additional work must be documented in a written change order signed by both parties.

The change order shall specify the revised scope of work, the impact on the project schedule, and the adjusted compensation.

All change orders must be approved by the Client.

9. Site Access and Worksite Conditions

The Independent Contractor shall adhere to the Client's protocols for site entry and exit.

The Independent Contractor is responsible for site security and cleanup during the performance of the work.

The Independent Contractor shall manage hazardous materials and debris in compliance with Virginia environmental and zoning laws.

10. Compliance with Laws

The Independent Contractor shall comply with all applicable laws, codes, building permits, safety regulations (including VOSH standards), and required inspections.

The Independent Contractor is responsible for obtaining all necessary licenses and approvals.

11. Dispute Resolution

The parties shall attempt to resolve any disputes arising under this Agreement through good faith negotiation.

If negotiation fails, the parties shall submit the dispute to mandatory mediation in [City/County], Virginia.

If mediation fails, the parties may pursue arbitration or litigation in the appropriate Virginia court.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

12. Lien Rights and Waivers

The Independent Contractor acknowledges and agrees to comply with all Virginia statutory notice requirements regarding lien rights.

The Independent Contractor shall ensure that all subcontractors and suppliers are paid in a timely manner.

The Independent Contractor shall provide preliminary lien notices as required by Virginia law.

The Independent Contractor shall provide partial and final lien waivers as a condition of payment.

13. Termination

The Client may terminate this Agreement for default, convenience, insolvency, mutual agreement, or force majeure.

The terminating party shall provide written notice to the other party at least [Number] days prior to the termination date.

Upon termination, the Independent Contractor shall:

Cease all work on the project.

Clean up the worksite.

Return all Client property.

Hand over all relevant documentation to the Client.

Provide a final accounting and payment request.

14. Assignment and Subcontracting

The Independent Contractor [May/May Not] assign or subcontract all or part of the work without the Client's prior written consent.

If subcontracting is permitted, the Independent Contractor shall ensure that all subcontractors comply with all applicable laws, insurance requirements, and other provisions of this Agreement.

15. Intellectual Property and Confidentiality

The Client retains ownership of all plans, drawings, and designs provided to the Independent Contractor.

The Independent Contractor shall protect the confidentiality of all Client data and shall not disclose any confidential information to third parties.

16. Record-Keeping and Audit Rights

The Independent Contractor shall maintain detailed records on labor, materials, expenses, inspections, and compliance.

The Independent Contractor shall retain these records for a minimum of [Number] years.

The Client shall have the right to audit or inspect the Independent Contractor's records upon reasonable notice.

17. Equal Opportunity

The Independent Contractor shall comply with all Equal Opportunity and anti-discrimination laws as enforced in Virginia.

18. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Amendments: Any amendment to this Agreement must be in writing and signed by both parties.

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

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Notice: All notices under this Agreement shall be in writing and delivered by [Delivery Method, e.g., certified mail, email]. Electronic communications shall be deemed valid under Virginia law.

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 acts of God, war, terrorism, or government regulation.

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.

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

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[Client Full Legal Name/Company Name]

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[Contractor Full Legal Name/Company Name]