Washington construction independent contractor agreement template

Washington Construction Independent Contractor Agreement

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

Client: [Client Legal Name], a [Client Entity Type, e.g., Individual, LLC, Corporation], with a UBI number of [Client UBI Number], located at [Client Address], and contact information: [Client Phone Number], [Client Email Address].

Independent Contractor: [Contractor Legal Name], a [Contractor Entity Type, e.g., Individual, LLC, Corporation], with a UBI number of [Contractor UBI Number] and Washington Contractor Registration/License number [Contractor License Number], located at [Contractor Address], and contact information: [Contractor Phone Number], [Contractor Email Address].

1. Scope of Work

Option A: Description of Services: The Independent Contractor shall perform the following construction services (the “Services”): [Detailed description of services, including project-specific scope of work, trade type (general contractor, specialty contractor, subcontractor), work methods, required permits, materials sourcing responsibilities, and compliance with relevant Washington building codes, safety laws, and environmental regulations.]

Option B: Project-Specific Scope: The Services shall be limited to those described in Exhibit A, attached hereto and incorporated herein, which outlines the project-specific scope of work, including trade type, work methods, permits, materials, and compliance with Washington regulations.

Deliverables: The Independent Contractor shall deliver the following: [List of Deliverables]

Benchmarks for Substantial Completion: Substantial completion shall be defined as [Definition of substantial completion], and the benchmarks for achieving substantial completion are: [List of Benchmarks]

Quality Standards: The work shall conform to the following quality standards: [Reference applicable industry codes, specifications, and warranties]

Punch-List Process: The punch-list process shall be as follows: [Detailed punch-list process]

Cleanup: The Independent Contractor is responsible for cleanup as follows: [Cleanup responsibilities]

2. Project Site

Project Location: The project site is located at [Project Site Address].

Access: The Independent Contractor shall have access to the project site during the following hours: [Work Hours], subject to the following conditions: [Access Terms]

Storage: The Independent Contractor shall store materials and equipment in the following designated area: [Designated Storage Area].

Utilities: The Independent Contractor's use of utilities shall be limited to: [Allowed Utilities].

Site Security: Site security is the responsibility of [Responsible Party].

Weather Accommodation: Weather accommodations will be handled as follows: [Weather Accommodation Policy].

3. Fees and Payment

Option A: Lump Sum: The total fee for the Services is a lump sum of [Dollar Amount].

Option B: Time and Materials: The fee shall be calculated on a time and materials basis, with hourly rates of [Hourly Rate] for [Specific Roles] and reimbursement for materials at cost plus [Markup Percentage]%.

Option C: Cost-Plus: The fee shall be calculated on a cost-plus basis, with a fee of [Percentage or Fixed Amount] added to the actual cost of the project.

Option D: Per Milestone: The fee shall be paid per milestone completed according to the schedule in Exhibit B, attached hereto.

Payment Schedule: Payments shall be made according to the following schedule: [Payment Schedule].

Invoicing Format: Invoices shall be submitted in the following format: [Invoice Format Requirements].

Retainage: Retainage shall be withheld at [Percentage]%, per RCW 60.28.

Lien Notice Obligations: The Independent Contractor acknowledges their obligations regarding lien notices under Washington law.

Acceptance Procedures: Acceptance of work and payment approvals shall be handled as follows: [Acceptance Procedures].

Late Payment Interest: Late payments shall accrue interest at the rate of [Interest Rate]% per month, as permitted by Washington law.

Washington Taxes: The Independent Contractor is responsible for compliance with Washington B&O tax, sales tax, and use tax.

4. Materials and Debris

Option A: Contractor Responsibility: The Independent Contractor is responsible for purchasing, storing, and removing all materials and debris.

Option B: Client Responsibility: The Client is responsible for purchasing and storing materials, while the Independent Contractor is responsible for removing debris.

5. Ownership and Use Rights

Option A: Client Ownership: All work product, plans, specifications, and as-built drawings shall be owned by the Client.

Option B: Shared Ownership: Ownership of work product, plans, specifications, and as-built drawings shall be shared between the Client and Independent Contractor as follows: [Details of shared ownership].

Confidentiality: The Independent Contractor shall maintain the confidentiality of all trade secrets and proprietary construction methods.

6. Independent Contractor Status

Independent Status: The Independent Contractor is an independent contractor and not an employee of the Client.

Taxes and Insurance: The Independent Contractor is responsible for their own federal and state tax filings, workers’ compensation or L&I industrial insurance (with proof of coverage or exemption per RCW 51), unemployment insurance, and other required insurances such as general liability, builder’s risk, and auto.

7. Subcontractors

Subcontractor Use: The Independent Contractor may use subcontractors only with the prior written approval of the Client.

Subcontractor Requirements: All subcontractors must be properly licensed and registered in Washington, and comply with all applicable laws and regulations.

Flow-Down Obligations: All obligations under this Agreement shall flow down to any subcontractors used by the Independent Contractor.

8. Compliance with Laws

Wage Laws: The Independent Contractor shall comply with all applicable Washington wage laws, including prevailing wage requirements (RCW 39.12) if applicable.

Anti-Discrimination: The Independent Contractor shall comply with all applicable anti-discrimination laws (RCW 49.60).

Workplace Safety: The Independent Contractor shall comply with all applicable workplace safety laws (WISHA/OSHA).

9. Liability and Indemnification

Indemnification: The Independent Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Independent Contractor’s performance of the Services.

Limitations of Liability: The Independent Contractor's liability shall be limited to [Dollar Amount or Description of Limitation].

Adherence to Washington Law: This section shall be interpreted and enforced in accordance with Washington construction defect statutes of repose and statutes of limitation.

10. Change Orders

Change Order Process: All change orders must be in writing and signed by both parties.

Pricing Adjustments: Pricing adjustments for change orders shall be determined as follows: [Method for determining pricing adjustments].

Documentation: All change orders must be documented and include a detailed description of the additional work, pricing, and any changes to the project schedule.

11. Termination

Option A: Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] days written notice to the other party.

Option B: Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice to the other party, with a right to cure within [Number] days.

Required Deliverables upon Termination: Upon termination, the Independent Contractor shall deliver all as-builts, return all equipment, and provide lien waivers.

12. Dispute Resolution

Escalation Ladder: Any disputes shall be resolved through the following escalation ladder: negotiation, mediation, binding arbitration, and/or litigation.

Venue: Venue for any litigation shall be in [County] County, Washington.

Governing Law: This Agreement shall be governed by the laws of the State of Washington.

13. Mechanics' Liens

Notice of Rights: The Independent Contractor acknowledges their obligation to provide the Client with a notice of right to claim a lien per RCW 60.04.031.

Waivers and Releases: The Independent Contractor shall provide lien waivers and releases as payments are received.

14. Compliance with Regulations

Applicable Regulations: The Independent Contractor shall comply with all applicable Washington, local government, and federal regulations, including environmental permitting and hazardous materials regulations.

Licensing and Bonding: The Independent Contractor shall maintain all required state licenses, business registrations, and bonding.

15. Insurance

Certificate of Insurance: The Independent Contractor shall provide the Client with a certificate of insurance evidencing the required coverage.

Policy Cancellation: The Independent Contractor shall provide the Client with notice of any policy cancellation.

Minimum Coverage: The Independent Contractor shall maintain the following minimum insurance coverage: [List of Required Coverages and Policy Limits].

16. Residential Construction (If Applicable)

Consumer Protections: For residential construction, the Independent Contractor acknowledges and agrees to comply with RCW 18.27.114 and RCW 64.34, including providing the Homeowner Information Pamphlet.

Right of Rescission: The Client may have a three-day right of rescission for residential work, as provided by RCW 19.86.170, Washington Consumer Protection Act.

17. Recordkeeping and Communication

Recordkeeping: The Independent Contractor shall maintain accurate records of all work performed and expenses incurred.

Communication Channels: Official communication channels for project instructions and legal notices shall be [Designated Communication Methods].

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

Client:

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Independent Contractor:

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]