Contract Forms

AGC of minnesota Form construction contracts

AGC of Minnesota’s Contracts Committee provides short form construction contracts for owners, contractors, subcontractors, and material suppliers.  The “Gold Standard” forms, per a lawyer at Mn-DOT, are flexible for a variety of projects or needs, and have been valued by the industry for more than a half century.

How the Contracts Are Made

Our Contracts Committee is composed of general contractors and subcontractors (including contractors who are both generals and subcontractors), and in-house and outside construction law attorneys.  The Committee meets each year to review industry practices, changes in the law, areas where contracts may be misconstrued or are not clear, other changes in conditions or needs, and the value of no changes to maintain continuity in the contracts.  The draft contracts then are circulated to a second, larger group for more feedback, and returned to the Committee for final review.  Finalized form agreements are published here and licensed for use pursuant to the license agreement below.

Goals of Contracts Committee

The Contract Committee’s goal is to provide form contracts that are fair to all parties, representative of good industry practices, reliable, easy to work with, and understandable.  They are free to AGC-MN members and available to nonmembers for a license fee of $800.  (Nonmembers can request a license below.)  We also provide a commercial license for attorneys to use with (and distribute to) their clients.

Scroll down for directions for members and non-members, as well as the license agreement.

All form contracts were amended in July of 2024, following significant legal changes made in Minnesota this spring. 

If you have any questions about the contract forms or would like to join the Contracts Committee, contact Mike mschechter@agcmn.org.
 
OCA

Owner-Contractor Agreement
Prime Contract. 
See also DSBA Addendum below.

Updated: July, 2024
CSA

Contractor-Subcontractor Agreement

(Subcontract between the general contractor and subcontractors, or subcontractor to other subcontractors)

Updated: July, 2024

2024 Legal
Addendum

Addendum:
Compliance with Minnesota Laws (2024)

Updated: July, 2024
MPA

Material and Supply Purchase Agreement

(Purchase Agreement between a contractor and its supplier of materials, equipment, and prefabricated units)

Updated: July, 2024
ROCA

Residential Owner-Contractor Agreement
Prime Contract. 
See also DSBA Addendum below.

Updated: July, 2024
ITO

Independent Trucker Owner/Operator Agreement

(Agreement between a contractor and an independent trucker owner/operator)

Updated: July, 2024
EPA Addendum

Prompt Pay Addendum for SBEs

Addendum to the OCA providing for early payment of supply and labor expenses to qualifying SBE subcontractors

FREE
download

Updated: July, 2024

Directions for AGC Members

Members have a free license to all contracts. Here’s how to access them:
  • Go to agcmncontracts.com/register
     
  • You just need to Register (create a contracts account) the first time you access the site (different than your login credentials for AGC's main site, although you may opt to use the same credentials if you wish). Afterward you can go straight to Log In.  As a member, your domain is preloaded and you will receive an immediate license to the contracts as long as your email reflects your member domain.
    •  If creating a new account: Choose the option for a single or group member license.
    • Register yourself.
    • Check your inbox to confirm your email address. You may need to check your spam box. Remember, this email will come from AGC Contracts website, not our main website.
    • If you elected a group member license, you can invite others in your company to access the contracts under your group license (click edit group). They similarly will need to register, confirm their email address, and then will have access.
    • Wait a minute or two.
       
  • Log in to agcmncontracts.com and click Contracts to access the contract that you want. See instructions below how to use the contracts.

Directions for NON-Members

  • Purchase a one-year license via the form below.
    • If you have a discount code because you are a member of a participating sister association, please contact Renee to purchase your license.
  • Once purchased, your license will typically be generated within 1-2 hours, and you will receive an email.  Please check your Junk/Spam folder, as it may wind up there.  If you do not have an email after two hours, please contact Renee.
  • See instructions below how to use the contracts.

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Commercial License (LAW FIRMS)

Practicing attorneys may purchase commercial licenses to enabling the attorney to distribute the Contracts to its clients.  Contact Mike for a commercial license.

 

AGC of Minnesota Member
Law Firms

Non AGC MN Member
Law Firm
(including use by law firm)

AGC Member Client

FREE

$1000

Non-AGC MN member Client

$500

$1500
DIRECTIONS & SYSTEM REQUIREMENTS:

Using the Contracts:

We currently offer six contracts: Owner-Contractor (prime) agreement, Contractor-Subcontractor (subcontract) agreement, Material Purchases (supply) agreement, addendum for compliance with new Minnesota laws on misclassification and wage theft, addendum for prompt payment for small businesses, Contractor-Independent Trucking Owner/Operator agreement, and Residential Owner-Contractor agreement.

  • Log into agcmncontracts.com and click Contract Forms.
     
  • Fill in the fields for the contract.
    • Some fields have suggested answers (e.g. insurance limits that can be changed), some fields have open spaces (e.g. to describe the scope of work), and some fields have drop-down options where you can change the contract instead of needing addenda.
    • There is an addendum at the end where you can add or change terms. For instance, you might say in the addendum to delete paragraph 5 and replace with this text, or something less large like adjusting a term or adding a document for reference.
    • The forms are designed to prevent undisclosed changes (protected both technologically and by intellectual property law). So, for instance, a user cannot secretly insert a “not” before a term and change the whole meaning of the paragraph. So users receiving these forms do not need to hunt for every needle in the haystack and can trust that the form is the form—review only the fields where information can be inputted.
       
  • You can click Save to come back to a form later or edit it—for instance, you could save a master copy for a project and edit it for different scopes of work or subcontractors.
     
  • Click Submit and wait a minute, and a PDF will download to your system ready for final review, to send, and to sign.

​​​​​​

 

License agreement for AGC Form Contracts

Associated General Contractors of Minnesota (AGC-MN) is the creator of the AGC-MN form Contracts (“Content”) and owns all rights to the Content. By using the Content or purchasing a license to the Content, you agree to use the Content only as permitted in this license.  A member license expires automatically at the time you are no longer a member in good standing of AGC-MN. A non-member license may be purchased for a specified duration and expires automatically at the end of that duration. Typically, a license will expire at the end of February in each year.  Upon expiration, you may retain copies of executed agreements and may not use the Content prospectively.

The standard and commercial licenses permit the party to use the Content as a model to create a proposed contract to another user.  The fees apply to the proposing user and, pursuant to a commercial license, the proposing user’s attorney. The Content has been approved by AGC-MN’s Contracts Committee and bear the AGC-MN’s Contracts Committee’s certification mark.  Using the form contracts bearing the AGC-MN’s Contracts Committee mark enables users/Parties (“Parties”) to rely upon the integrity of the terms approved by the Contracts Committee, except the following permitted changes: (a) the change is responsive to and in a form field for the Parties to enter or choose terms, (b) the change is by clear redline and signed or initialed by both Parties, or (c) the change is made in an addendum or separate term sheet that is signed by both Parties.  No other change is permitted.  The Parties agree that any change not made pursuant to these terms violates AGC’s proprietary rights (e.g. trademarks (including certification marks) and copyrights), to which the Parties are intended beneficiaries, and renders such change voidable by the other Party. AGC-MN reserves its rights to enforce its proprietary rights from infringements, including unlicensed uses, and recover damages, statutory damages, attorney’s fees, and any other remedy permitted by state, federal, or international law.

All users agree to and become Parties to this License; and those Parties and any beneficiaries may rely that no non-permitted changes have been made to the Content.

Any goodwill arising from the use of any Content shall inure to AGC-MN. All rights not expressly stated are reserved.

Standard License.  The Standard License lets you use the Content internally for your business during the license duration to enter into construction agreements.  You may not sell or distribute or otherwise appropriate the Content. A standard license is limited, non-exclusive, revocable, non-sublicensable and non-transferable.  

Commercial License.  A commercial license is available for registered attorneys engaged in practice of law, and enables the attorney to request a temporal license on behalf of the client who is not an AGC-MN member by requesting a license from AGC-MN. The respective fees above apply.  An attorney does not require a license to provide legal advice on a contract that is based on the Content and provided by the client (who has a valid license) to the attorney.  A commercial license is limited, non-exclusive, revocable, non-sublicensable and non-transferable.  You may not appropriate the Content.

General Terms.  Downloading, using, accepting the use of, or requesting a license from AGC-MN to the Content demonstrates assent to these license terms.  If you do not agree with these terms, you must stop using the Content, delete all copies of the Content, and inform AGC-MN.  You must also provide specific notice to any contractual parties with whom you may have entered into a contract based upon the Content.

The Content is considered a model requiring your review.  You agree that AGC-MN is not providing you with legal advice.  If you have any legal questions, you should contact your attorney.  YOU UNDERSTAND AND AGREE TO THE EXTENT PERMITTED BY LAW THAT AGC-MN WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, GOODWILL, USE, DATA OR OTHER INTANGIBLE DAMAGES OR LOSSES ARISING FROM YOUR USE OF THIS CONTENT.

You agree that the Content is protected by State, federal and international copyright and trademark laws, and any use not expressly authorized by this license will constitute an infringement of AGC-MN’s proprietary rights.  Nothing in this agreement is intended to waive any AGC-MN rights under the law, including the right for injunctive relief or statutory damages, or attorney’s fees.

The English version of this agreement shall govern and control any translations. All claims or disputes related to this license will be subject to exclusive venue in the state or federal court in Ramsey County, Minnesota, United States of America, and the Parties agree that such personal jurisdiction and venue are proper. This license agreement represents the entire agreement and supersedes all prior discussions and understandings on this subject. If any provision is held invalid or unenforceable, the remainder of this license agreement will remain in full force and effect.

For subscription or access, please fill out the license request form above.  For other questions, please contact Mike.