West Virginia construction independent contractor agreement template

West Virginia Construction Independent Contractor Agreement

This West Virginia Construction Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date] day of [Month], [Year], by and between:

• [Client Full Legal Name], residing at [Client Physical Address], hereinafter referred to as "Client", and
• [Independent Contractor Full Legal Name/Business Name], whose principal place of business is at [Independent Contractor Physical Address], West Virginia Contractor License Number [Contractor License Number], Federal EIN [Contractor EIN (if applicable)], hereinafter referred to as "Contractor".

1. Scope of Work

• Description of Work: The Contractor agrees to perform the following construction services: [Detailed Description of Construction Work] at the following project location: [Project Address]. The work shall be performed in accordance with the following plans and specifications: [Reference to Plans, Blueprints, and Specifications].
  • Option A: General Contracting
  • Option B: Specialty Trade (e.g., Plumbing, Electrical, Carpentry): [Specify Trade]
  • Option C: Site Prep and/or Demolition
  • Option D: Renovations
• Materials and Workmanship: All materials furnished by the Contractor shall be new and of good quality, conforming to all applicable industry codes and West Virginia Building Code standards. Workmanship shall be performed in a professional and workmanlike manner, meeting the highest standards of the construction industry.
• Compliance: The Contractor shall comply with all applicable West Virginia and federal laws, including OSHA/West Virginia Division of Labor safety regulations.

2. Project Timeline

• Start Date: [Start Date]
• Completion Date: [Completion Date]
• Milestones and Deliverables: [List of Milestones and Deliverables with Dates]
• Progress Reviews/Inspections: [Frequency and Procedures for Progress Reviews/Inspections]
  • Option A: Contractor Responsible for Scheduling Inspections
  • Option B: Client Responsible for Scheduling Inspections

3. Payment

• Payment Structure:
  • Option A: Fixed Price: The Client shall pay the Contractor a fixed price of [Dollar Amount] for the completion of the work.
  • Option B: Unit-Based Price: The Client shall pay the Contractor at a rate of [Dollar Amount] per [Unit of Measure].
  • Option C: Time and Materials: The Client shall pay the Contractor for time at a rate of [Dollar Amount] per hour, plus the cost of materials.
• Mobilization/Deposit: A mobilization/deposit of [Dollar Amount] shall be paid to the Contractor upon execution of this Agreement.
• Progress Payments: Payments shall be made according to the following schedule: [Detailed Payment Schedule Linked to Milestones/Deliverables].
• Invoicing: The Contractor shall submit invoices to the Client on [Invoice Frequency].
• Retainage: Retainage of [Percentage]% will be withheld from each progress payment, in compliance with West Virginia law.
• Late Payment: Late payments shall be subject to interest at a rate of [Percentage]% per month.
• Mechanic's Lien: The Contractor has the right to file a mechanic's lien under West Virginia Code § 38-2-1 et seq. in the event of non-payment.

4. Permits, Licenses, and Inspections

• Responsibility:
  • Option A: The Contractor shall be responsible for obtaining all necessary permits, licenses, and inspections.
  • Option B: The Client shall be responsible for obtaining all necessary permits, licenses, and inspections.

5. Materials and Equipment

• Materials:
  • Option A: The Contractor shall be responsible for procuring all materials.
  • Option B: The Client shall be responsible for procuring all materials.
• Equipment: [Specify who provides equipment and any associated responsibilities]

6. Change Orders

• Procedure: All change orders must be in writing and signed by both the Client and the Contractor. The change order shall include a detailed description of the changes, the cost of the changes, and the impact on the project timeline. No change order work may commence without prior written authorization.

7. Insurance

• Required Coverage: The Contractor shall maintain the following insurance coverage:
  • General Liability Insurance: [Dollar Amount] per occurrence.
  • Automobile Liability Insurance: [Dollar Amount] per occurrence.
  • Worker's Compensation Insurance: Or documentation of exemption if Contractor qualifies as a true independent contractor under West Virginia law.
• Additional Insured: The Client shall be named as an additional insured on the Contractor's general liability insurance policy.
• Certificates of Insurance: The Contractor shall provide certificates of insurance to the Client prior to the commencement of work.

8. Tax Responsibilities

• Independent Contractor: The Contractor acknowledges and agrees that they are an independent contractor and are solely responsible for all federal, state, and local taxes, including self-employment tax and unemployment tax (if workers are present).
• Documentation: The Contractor shall provide the Client with a West Virginia business registration certificate, proof of withholding status (if applicable), and a W-9 form.

9. Independent Contractor Status

• West Virginia Tests: The Contractor represents and warrants that their relationship with the Client satisfies the West Virginia tests for independent contractor status, including the control test, reporting to multiple clients, provision of tools, and risk of profit/loss.
• Non-Exclusive Work: This Agreement does not create an exclusive relationship between the Client and the Contractor. The Contractor is free to perform work for other clients.

10. Compliance with Laws

• All Laws: The Contractor shall comply with all applicable West Virginia and federal laws, including wage and hour regulations, anti-discrimination laws, workers' compensation laws, unemployment insurance laws (if employees involved), environmental rules, and the West Virginia Contractor Licensing Act.

11. Warranty

• Warranty Period: The Contractor warrants that the work performed under this Agreement shall be free from defects in materials and workmanship for a period of [Number] year(s) from the date of completion.
• Remedies: In the event of a defect, the Contractor shall, at their own expense, repair or replace the defective work.

12. Liability and Indemnification

• Indemnification: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to the Contractor's performance of the work under this Agreement, including but not limited to claims for personal injury, property damage, and breach of contract.

13. Default and Termination

• Default: If either party fails to perform its obligations under this Agreement, the other party may declare a default.
• Cure Period: The defaulting party shall have [Number] days to cure the default.
• Termination for Cause: Either party may terminate this Agreement for cause if the other party fails to cure a default within the cure period.
• Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Contractor.
• Effect of Termination: Upon termination, the Contractor shall be paid for all work performed up to the date of termination. The Contractor shall return all materials, tools, and equipment to the Client.

14. Dispute Resolution

• Escalation: Any dispute arising out of or relating to this Agreement shall be resolved through the following process:
  • Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
  • Mediation: If negotiation fails, the parties shall submit the dispute to mediation in West Virginia.
  • Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in West Virginia.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia. Venue for any legal action shall be in [County Name] County, West Virginia.

15. Confidentiality

• Confidential Information: The Contractor shall keep confidential all information relating to the Client and the project.

16. Ownership of Work Product

• Ownership: All plans, specifications, and other work product created by the Contractor for the Client shall be the property of the Client. Contractor retains ownership of their standard materials and tools.

17. Record Keeping and Audit

• Records: The Contractor shall maintain accurate and complete records of all work performed under this Agreement.
• Audit: The Client shall have the right to inspect and audit the Contractor's records.

18. Force Majeure

• Definition: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, including acts of God, weather delays, material shortages, or other events beyond the party's reasonable control.

19. General Provisions

• Modification: This Agreement may be modified only in writing and signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. Signatures

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

____________________________

[Client Full Legal Name]

____________________________

[Independent Contractor Full Legal Name/Business Name]

West Virginia Acknowledgment

State of West Virginia, County of [County Name], to-wit:

The foregoing instrument was acknowledged before me this [Date] day of [Month], [Year], by [Client Full Legal Name].

____________________________

Notary Public

My Commission Expires: [Expiration Date]

State of West Virginia, County of [County Name], to-wit:

The foregoing instrument was acknowledged before me this [Date] day of [Month], [Year], by [Independent Contractor Full Legal Name/Business Name].

____________________________

Notary Public

My Commission Expires: [Expiration Date]