Minnesota construction independent contractor agreement template

Minnesota Construction Independent Contractor Agreement

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

[Client Full Legal Name/Business Entity Name], residing/located at [Client Mailing Address], Phone: [Client Phone Number], Email: [Client Email Address] (hereinafter referred to as “Client”),

and

[Contractor Full Legal Name/Business Entity Name], residing/located at [Contractor Mailing Address], Phone: [Contractor Phone Number], Email: [Contractor Email Address] (hereinafter referred to as “Contractor”).

1. Scope of Work

Option A: The Contractor shall perform the following construction services for the Client: [Detailed description of construction services, including framing, concrete, roofing, electrical, plumbing, site preparation, etc.] at the following project location: [Specific project location and legal address].

Option B: The Contractor shall perform the services as described in Exhibit A, attached hereto and incorporated herein, at the following project location: [Specific project location and legal address]. This work will be performed in accordance with the following plans and specifications: [Reference architectural, engineering, and technical plans]. Applicable building codes: [List applicable building codes]. Job site specifications: [Detail job site specifications].

2. Construction Service Standards

Option A: All services shall be performed in a professional and workmanlike manner, in accordance with the Minnesota State Building Code and all other applicable building and safety codes.

Option B: The Contractor shall obtain all necessary permits and ensure all work passes inspections. [Specify who is responsible for permits and inspections]. Material specifications: [Detail material specifications and who supplies them]. Expected performance standards: [Detail expected performance standards]. Quality assurance milestones: [Detail quality assurance milestones]. Documentation requirements include: [List required documentation such as daily logs, change orders, and sign-offs].

3. Project Timeline

Option A: The project shall commence on [Start Date] and be completed on or before [Completion Date]. Milestones: [Define milestones with deadlines for each construction phase].

Option B: The work schedule is attached as Exhibit B. Procedures for resolving weather delays: [Describe procedures]. Procedures for resolving change orders: [Describe procedures]. Procedures for addressing unforeseen site conditions: [Describe procedures].

4. Compensation

Option A: Fixed Fee: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the services.

• Payment Schedule: [Detail payment schedule with progress payment intervals].
• Retainage: Retainage will be [Percentage]% of each payment, as permitted under Minnesota law.

Option B: Cost-Plus: The Client shall pay the Contractor the cost of materials plus a fee of [Percentage]%.

• Invoicing requirements: [Detail invoicing requirements].
• Right to withhold payment for nonconforming work: The Client reserves the right to withhold payment for nonconforming work until it is corrected.

Option C: Time and Materials: The Client shall pay the Contractor at a rate of [Dollar Amount] per hour plus the cost of materials.

Minnesota sales and use taxes: [Specify who is responsible for paying Minnesota sales and use taxes].

5. Insurance

Option A: The Contractor shall maintain workers’ compensation insurance as required by Minnesota law, commercial general liability coverage with a minimum of [Dollar Amount] per occurrence, and automobile liability coverage.

• The Client shall be named as an additional insured on the commercial general liability policy.
• Certificates of insurance shall be provided to the Client prior to commencement of work.

Option B: The Contractor affirms that they are exempt from providing worker's compensation insurance in accordance with Minnesota Statutes, and will provide proof of exemption upon request. The Contractor shall maintain commercial general liability coverage with a minimum of [Dollar Amount] per occurrence, and automobile liability coverage.

• The Client shall be named as an additional insured on the commercial general liability policy.
• Certificates of insurance shall be provided to the Client prior to commencement of work.

6. Independent Contractor Relationship

Option A: It is understood and agreed that the Contractor is an independent contractor and not an employee or agent of the Client.

• The Contractor waives any claim to unemployment insurance, workers’ compensation (unless provided by the contractor), employee benefits, and tax withholding or reporting by the Client.

Option B: The Contractor is solely responsible for handling all state and federal tax obligations, including income tax, Social Security, Medicare, and Minnesota state tax.

• The Contractor shall provide a completed federal Form W-9 to the Client.
• The Contractor is responsible for registering for a Minnesota Tax ID if applicable.

7. License and Registration

Option A: The Contractor represents and warrants that they hold all required Minnesota Department of Labor and Industry construction licenses (residential building, electrical, plumbing, etc.), including license number(s) [License Number(s)], and is responsible for license renewals and compliance throughout the contract term.

Option B: If no specific licenses are required for this scope of work, the Contractor represents that they meet all other applicable state and local requirements to perform the services under this agreement.

8. Change Orders

Option A: Any changes to the scope of work must be agreed upon in writing via a change order signed by both parties.

• The change order shall include an adjustment to the schedule and compensation, if applicable.

Option B: All change orders will be documented with a detailed description of the change, the reason for the change, and the impact on cost and schedule.

9. Site Access, Safety, and Compliance

Option A: The Contractor shall comply with all applicable OSHA and Minnesota Occupational Safety and Health Act standards.

• The Contractor shall provide and use personal protective equipment (PPE).
• Procedures for hazardous material handling and disposal shall comply with Minnesota Pollution Control Agency (MPCA) rules.
• The Contractor is responsible for site security and theft prevention.

Option B: Contractor shall adhere to the Client's established site safety protocols, as detailed in Exhibit C.

10. Tools, Equipment, and Materials

Option A: The Contractor is responsible for providing all tools, equipment, and materials necessary to perform the services.

• The Contractor is responsible for the storage, transportation, maintenance, and cost of consumables.

Option B: Client will provide the following materials: [List of materials provided by the client].

11. Indemnification

Option A: 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 work, the conduct of their subcontractors, or any violation of Minnesota laws or ordinances.

• The Contractor shall defend the Client against any such claims.

Option B: The Contractor's indemnification obligations shall extend to damages or injuries resulting from the acts, errors, or omissions of its employees, agents, or subcontractors.

12. Subcontractors

Option A: The Contractor may engage subcontractors with the Client’s prior written approval.

• The Contractor shall ensure that all subcontractors are properly licensed and insured.
• The Contractor is responsible for the work of its subcontractors.

Option B: All subcontractors must provide proof of the relevant licenses and insurance required by Minnesota law before commencing work.

13. Lien Rights

Option A: The Contractor shall comply with Minnesota Statutes Chapter 514 regarding lien rights, including providing proper pre-lien notices, mechanics’ lien waivers, and furnishing lien releases for the Contractor, subcontractors, and suppliers as a precondition to final payment.

Option B: Contractor shall provide a waiver of lien for itself, all subcontractors, and all suppliers prior to final payment.

14. Intellectual Property

Option A: All project plans, deliverables, and documentation are the property of the Client.

• The Contractor shall return all Client materials at the completion of the project.

Option B: Client shall retain all rights to the existing plans and specifications, and Contractor shall assign all rights to any newly created plans or specifications related to the project.

15. Confidentiality

Option A: The Contractor shall maintain the confidentiality of all proprietary information, site data, and project plans.

Option B: Exceptions to confidentiality include disclosures required by Minnesota law or permitting authorities.

16. Warranties and Guarantees

Option A: The Contractor warrants that all workmanship will be free from defects for a period of [Number] year(s). Materials warranties shall be as provided by the manufacturer.

• The Contractor shall be responsible for remedying any defects during the warranty period.

Option B: For residential work, warranties shall comply with Minnesota’s Home Warranty Law (M.S. § 327A.01-.08).

17. Termination

Option A: This Agreement may be terminated upon completion of the project, by mutual agreement, or by either party upon [Number] days written notice.

• Procedures for handling partially completed work: [Describe procedures].
• Payment settlement for completed milestones: [Describe procedures].
• Final handover: [Describe procedures].

Option B: The Client may terminate this Agreement for cause if the Contractor fails to perform the services in accordance with the terms of this Agreement.

Option C: The Contractor may terminate this Agreement if the Client fails to make payments as required by this Agreement.

18. Dispute Resolution

Option A: Any disputes shall be resolved through negotiation, mediation, or arbitration.

• Mediation or arbitration shall be conducted in accordance with the rules of the American Arbitration Association or a state-specific organization in Minnesota.
• The venue for any legal action shall be in [County Name] County, Minnesota.
• This Agreement shall be governed by the laws of the State of Minnesota.

Option B: Before resorting to litigation, the parties shall attempt to resolve any disputes through non-binding mediation in [City, Minnesota].

19. Compliance with Laws

Option A: The Contractor shall comply with all applicable Minnesota statutes and regulations, including licensing, building codes, environmental, safety, wage and hour laws (Minnesota Fair Labor Standards Act), workers’ compensation, state anti-discrimination statutes, and prevailing wage requirements for public projects, if applicable.

Option B: Contractor agrees to comply with all applicable federal, state, and local laws and regulations, including, but not limited to, Minnesota's prevailing wage laws on applicable projects.

20. Data Retention and Document Access

Option A: The Client has the right to inspect the Contractor’s work and invoices.

• The Contractor shall retain all records for the period required by Minnesota law.

Option B: The Contractor shall maintain electronic files securely and provide access to the Client upon request, subject to reasonable notice.

21. Contract Integration, Amendment, and Assignment

Option A: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

• Any amendment to this Agreement must be in writing and signed by both parties.
• This Agreement may not be assigned or transferred by either party without the written consent of the other party.
• The provisions regarding confidentiality, indemnification, and warranties shall survive termination of this Agreement.

Option B: No modification of this Agreement shall be binding unless it is in writing and signed by both parties.

22. Force Majeure

Option A: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including winter storms, flooding, or other natural disasters specific to Minnesota.

• The affected party shall promptly notify the other party of the force majeure event and take reasonable steps to mitigate the damages.

Option B: In the event of a force majeure event, the project schedule shall be extended by a period of time equal to the duration of the event.

23. Environmental Compliance

Option A: The Contractor shall comply with all applicable environmental regulations, including erosion control, waste disposal, and materials recycling per MPCA rules.

• Lead and asbestos abatement, if applicable, shall be performed by licensed professionals.
• The Contractor shall implement stormwater management practices as required.

Option B: The Contractor is responsible for proper disposal of all construction debris, adhering to all local and state environmental regulations.

24. Permits and Inspections

Option A: [Specify which party is responsible for obtaining all necessary permits and coordinating inspections with local building officials].

• All permits shall be posted on the job site.

Option B: Client is responsible for providing copies of all permits to the Contractor prior to commencement of work.

25. Signatures

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

Client:

____________________________

[Client Full Legal Name/Business Entity Name]

By: ____________________________

[Authorized Representative Name], [Title]

Contractor:

____________________________

[Contractor Full Legal Name/Business Entity Name]

By: ____________________________

[Authorized Representative Name], [Title]

26. Notary Acknowledgment (if required)

State of Minnesota, County of [County Name]

On this [Day] day of [Month], [Year], before me, a notary public in and for said County and State, personally appeared [Client Name] and [Contractor Name], known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged that they executed the same for the purposes therein contained.

____________________________

Notary Public

27. Required Notices

[Include any required federal or state notices, such as anti-fraud, human trafficking prevention for construction, or right to cancel if residential contract].

28. Exhibits

• Exhibit A: Scope of Work (Detailed Description)
• Exhibit B: Work Schedule
• Exhibit C: Site Safety Protocols
• [Attach all referenced exhibits, schedules, specifications, and addenda relevant to the project]

29. Minnesota Pre-Lien Notice (For Residential Work Only)

Option A: (Include only if this is a residential project and you are required to provide a pre-lien notice)

"ANY PERSON WHO SUPPLIES LABOR OR MATERIALS FOR AN IMPROVEMENT TO YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON IS NOT PAID FOR THE CONTRIBUTIONS.

UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIALS FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE."

Option B: (Include only if the contractor has already given the homeowner the required pre-lien notice)

The Contractor affirms that they have previously provided the homeowner with the required pre-lien notice under Minnesota law.