Last updated April, 18, 2025.
This Concrete Services Agreement (the “Agreement”) is made and entered into on the date stamped on the signed estimate or quote by and between OAX Construction LLC, a Michigan limited liability company (Michigan Licensed Contractor No. 242300589, UEI No. ERZ8BSNXXHY6) (“Contractor”), and the individual inquiring about concrete services (“Owner”). Contractor and Owner may each be referred to as a “Party” and collectively as the “Parties.” The Parties agree as follows:
- Parties and Project
1.1 Contractor: OAX Construction LLC, a licensed and insured construction company in the State of Michigan (License No. 242300589), having its principal business address in Kalamazoo, Michigan, and engaged in the business of providing concrete construction services.
1.2 Owner: the owner of the residential property needing concrete work (the “Property”), who has requested the concrete work and is the recipient of the services under this Agreement.
1.3 Project Description: The Owner desires to have certain concrete construction services performed at the Property, and Contractor agrees to perform such services as outlined in this Agreement. The specific Work (as defined below) and project details (including plans or drawings, if any) are described in Section 2 and/or in Exhibit A (attached proposal or scope description), which is incorporated herein by reference. - Scope of Work
2.1 Work Included: Contractor shall perform the concrete construction services described in this Agreement (the “Work”) at the Property. The Work may include, but is not limited to, any of the following concrete services as needed for the Project:
• Driveways: Installation of new concrete driveways, driveway extensions, or replacement of existing driveways (including proper sub-base preparation and concrete pouring/finishing).
• Patios and Decks: Construction of concrete patios, pool decks, porch slabs, and other outdoor flatwork for seating or recreation areas.
• Sidewalks and Walkways: Installation or replacement of concrete sidewalks, pathways, or walkways on the Property.
• Foundations and Footings: Pouring of concrete footings, foundation walls, stem walls, or grade beams for structures as required (e.g. garage or addition foundations).
• Concrete Slabs and Floors: Installation of concrete slabs for garage floors, basement floors, shed pads, pole barn floors, interior floors, or other flatwork.
• Stamped or Decorative Concrete: Application of stamped concrete patterns, colored concrete, exposed aggregate finishes, or other decorative concrete work, if specified in the Project.
• Concrete Steps and Ramps: Construction of concrete steps, stairways, ramps, or landings.
• Other Concrete Work: Any other related concrete construction or flatwork services agreed upon by the Parties, such as retaining walls, curbs, gutters, or custom concrete features.
2.2 Performance of Work: Contractor shall furnish all necessary labor, materials, tools, and equipment to complete the Work in a workmanlike manner consistent with industry standards. All concrete will be of a quality suitable for the intended use (e.g. appropriate PSI strength and mix design for driveways, footings, etc.), and will be placed and finished according to standard practices (e.g. proper thickness, control joints cut/tooled at appropriate intervals, etc.). The Work also includes standard site preparation for concrete installation, such as compacting sub-grade and installing forms and reinforcement (rebar or mesh) as required by code or specified in the project scope.
2.3 Exclusions: Any work not specifically described in this Agreement or the attached scope is excluded from the Contract Price (defined in Section 5). For example, structural changes, landscaping, irrigation, or repairs to areas outside the immediate work area are not included unless noted. If the Owner requests additional work or changes (beyond the agreed Scope of Work), such changes shall be handled in accordance with Section 6 (Change Orders) and may result in additional charges. - Optional Additional Services
3.1 Add-On Services: At Owner’s request, Contractor can provide certain additional services related to the concrete project for an extra fee. Such Optional Additional Services include, but are not limited to:
• Demolition and Removal: Demolition of existing concrete or asphalt (such as breaking up an old driveway or patio) and haul-away of the debris from the Property.
• Excavation and Grading: Site clearing, excavation, or earthwork to prepare the area for new concrete (e.g. removing soil, tree roots, or other materials, and grading or leveling the sub-grade).
• Haul-Away and Disposal: Hauling away excavated materials, old concrete, or other construction debris and disposing of it off-site in compliance with local regulations.
• Additional Site Improvements: Other preliminary or related work such as installing gravel base, drainage elements (e.g. French drains), or landscaping restoration (topsoil fill and rough grading after concrete is poured), if specifically requested by Owner.
3.2 Authorization and Cost: These Optional Additional Services are not included in the base Scope of Work or Contract Price unless expressly stated. If Owner wishes to include any of these services, the Parties shall document the service and agreed additional cost in a written change order or addendum (per Section 6). Owner shall be responsible for the additional fees associated with any optional services elected. Contractor will not perform demolition, grading, haul-away, or other add-ons without Owner’s prior approval of the costs. - Project Schedule
4.1 Commencement and Completion: The Contractor shall commence the Work within a reasonable time after any required permits are issued, and any agreed deposit is paid and shall use reasonable efforts to substantially complete the Work by withing the previously agreed timeframe. Dates may be adjusted by mutual agreement or as reasonably required due to unforeseen circumstances as described below.
4.2 Work Hours: Work will be performed during normal construction hours (e.g. Monday–Friday, 8am–6pm) unless otherwise agreed or restricted by local ordinance. Contractor will coordinate with Owner to accommodate any specific scheduling needs or restrictions.
4.3 Delays: Owner acknowledges that the project schedule is subject to change for reasons which may include inclement weather, unforeseen site conditions, permitting or inspection delays, changes requested by Owner, or other factors beyond Contractor’s control. Weather Delays: Concrete work is weather-dependent; heavy rain, thunderstorms, extreme temperatures, or other adverse conditions may temporarily delay pouring or finishing operations to ensure quality. Contractor is not liable for reasonable delays or failure to perform caused by events beyond its control (force majeure), such as acts of God, strikes, unavailability of materials, or other unforeseeable events. Contractor will promptly notify Owner of any significant delays and will resume work as soon as practicable. If a delay is caused solely by Contractor or its subcontractors, Contractor will take appropriate steps to expedite completion once the cause is resolved.
4.4 Completion and Punch List: The Work shall be considered “substantially complete” when all major components have been finished such that the project can be used for its intended purpose, notwithstanding minor punch list items or touch-ups. Upon substantial completion, Contractor will walk through the project with Owner to identify any minor deficiencies or remaining tasks (the “Punch List”). Contractor shall promptly complete or correct those items. Owner agrees that minor imperfections that do not affect the usability or structural integrity of the concrete (for example, slight color variations, normal shrinkage hairline cracks, or minor surface irregularities) may not be fully correctable and shall not delay substantial completion or final payment, as long as they fall within industry standards for quality. - Contract Price and Payment Terms
5.1 Contract Sum: As consideration for the Work, Owner shall pay Contractor the total sum as established in the estimate (the “Contract Price” or “Contract Sum”), subject to additions or deductions by approved change orders (per Section 6). The Contract Price is based on the Scope of Work described in Section 2 and any specifications or allowances detailed in Exhibit A. Any Optional Additional Services (Section 3) or changes requested by Owner that affect the cost will be documented and added to the Contract Price via change order.
5.2 Deposit: Upon signing this Agreement, Owner shall pay a deposit of 50% of the Contract Price as an initial down payment to secure scheduling and cover up-front costs. This deposit will be applied toward the Contract Price. Work will not commence until the deposit is paid (unless otherwise agreed in writing).
5.3 Final Payment: The remaining unpaid balance of the Contract Price (including any approved change orders or add-ons) is due immediately upon substantial completion of the Work (or upon completion of any punch list items mutually agreed to be completed after the pour). Owner shall make final payment within 30 days of Contractor’s final invoice or notice of completion. Final payment shall not be withheld for insignificant defects or adjustments that do not materially affect the use of the Work. Upon receipt of final payment, Contractor shall provide Owner with a signed full lien waiver releasing any construction lien rights against the Property for the Work (see Section 14).
5.4 Late Payments: Time is of the essence with respect to payments. If Owner fails to pay any amount when due, Contractor reserves the right to suspend work until payment is made, and/or to charge interest on the overdue amount at the rate of 25% per month (or the highest rate allowed by law, if lower), from the due date until paid. Owner shall be responsible for any costs of collection incurred by Contractor for overdue payments, including reasonable attorneys’ fees, lien filing fees, and court or arbitration costs, to the extent permitted by law.
5.5 No Waiver of Lien or Rights: Owner’s payment in full of the Contract Price (and any additional charges) is a condition precedent to Owner’s retention of any warranties in this Agreement and to Contractor’s obligation to release lien. Payment must be made by cash, check, or other agreed method. Non-Payment: If Owner fails to pay as agreed, Contractor shall have all lawful remedies, including the right to terminate this Agreement (after giving notice and opportunity to cure), to retain all sums already paid as compensation for work performed and losses, to pursue collection of any balance due (with Owner liable for reasonable collection costs as noted), and to file a construction lien against the Property as provided in Section 14. - Change Orders
6.1 Changes in Work: The Scope of Work may be modified, or extra work may be added, only by a written Change Order or written amendment to this Agreement, signed by both Owner and Contractor. A Change Order shall detail the revised or additional work, any change in Contract Price, and any adjustment to the schedule. Both Parties must agree in writing to the terms of a Change Order before the Contractor proceeds with the changed work (except in an emergency as described below).
6.2 Written Form: For any change affecting the cost or time, Contractor will prepare a written Change Order for Owner’s approval. No oral changes are enforceable unless documented in writing. The Owner’s signature (or email confirmation) on a Change Order will constitute acceptance of the new terms, including added charges if any. All approved Change Orders are incorporated into and become part of this Agreement.
6.3 Adjustments to Price/Time: If changes in the Work result in additional cost, the Contract Price shall be adjusted upward by an amount equal to the cost of the changes plus any applicable profit and overhead. If changes result in deleted or reduced work, a reasonable credit will be issued. Similarly, any change in the Work may require an extension of the completion date; Contractor will notify Owner of any anticipated schedule adjustments in the Change Order. Minor changes or field adjustments not affecting cost or time may be made by Contractor at its discretion (for example, adjusting the location of a control joint for better results) and will be communicated to Owner, but such minor changes will not affect the Contract Price.
6.4 Unforeseen Conditions: In the event Contractor encounters concealed or unforeseen conditions at the site (such as hidden underground obstacles, unstable soil, buried pipes or lines not disclosed by Owner, etc.) that materially affect the performance of the Work or require additional work or materials, Contractor shall notify Owner as soon as practicable. The Parties shall negotiate in good faith an equitable adjustment to the price and/or schedule via Change Order to address such conditions. If hazardous materials (e.g. asbestos) are encountered, Contractor will cease work in the affected area and Owner will be responsible for remediation by a licensed specialist (unless removal of such materials is expressly included in the Scope of Work).
6.5 Emergency Changes: If a condition arises during construction that poses an immediate threat to safety or risk of significant property damage, Contractor may take reasonable actions without prior written approval to mitigate the issue (for example, shoring up an unstable trench or sealing off an unexpected hazard). Contractor will inform Owner at the earliest opportunity, and any necessary additional costs incurred shall be treated as a Change Order to be negotiated in good faith after the fact. - Permits, Inspections, and Regulations
7.1 Permits: Contractor shall obtain and pay for any required building permits or municipal inspections for the Work. The cost of required permits and inspection fees is not included in the Contract Price (if not, such costs will be billed at actual cost or as specified). Contractor will schedule necessary inspections (e.g. footing inspection, final inspection) with the local building department and ensure that the Work conforms to applicable code requirements.
7.2 Code Compliance: Contractor shall perform the Work in compliance with all applicable federal, state, and local laws, codes, and ordinances, including but not limited to building codes, zoning regulations, and the rules of any governmental authorities having jurisdiction. If the Work involves concrete structures that must meet specific code criteria (such as foundation dimensions or reinforcement per Michigan Residential Code), Contractor will ensure those criteria are met. Any variance from code or permit plans must be approved by the building official and documented via Change Order if it affects scope.
7.3 Utilities and Inspections: Prior to any excavation or digging for the Work, Contractor will contact the Michigan “Miss Dig” utility notification system to have underground public utilities located and marked as required by law. Owner shall cooperate by identifying or disclosing the presence of any private underground utilities or structures on the Property that would not be identified by Miss Dig (such as sprinklers, septic systems, private electrical lines, or other hidden features). Contractor is not responsible for damage to any unmarked or undisclosed underground feature. Contractor shall also coordinate any required inspections or tests (such as concrete strength tests, if needed) and provide results to Owner upon request.
7.4 Owner Approvals: Owner is responsible for obtaining any necessary approvals from third parties that are outside the construction process. This may include homeowner association (HOA) approvals, easements or permissions if work encroaches near property lines, architectural review board consents, or neighbor consents if required. Owner warrants that they have the right to authorize Contractor to perform the Work on the Property. If any third-party approval is required and not obtained, Owner shall indemnify and hold Contractor harmless from any resulting delay or issue (to the extent permitted by law). - Site Conditions and Owner Responsibilities
8.1 Access to Property: Owner agrees to provide Contractor (and its employees, subcontractors, and delivery vehicles) reasonable access to the Property and the work areas as needed to perform the Work. This includes access to the driveway or other entry points for trucks and equipment, and access to interior areas if applicable (for example, if basement slab work is included). Owner will provide keys or arrange for someone to unlock gates or doors as necessary.
8.2 Site Preparation by Owner: Prior to the start of Work, Owner shall remove or relocate any personal property from the work area that might hinder the Work or be at risk of damage (for example, vehicles, furniture, planters, children’s play equipment, etc.). If there are specific features Owner is concerned about (e.g. landscape lighting, special shrubs), Owner shall clearly mark or communicate them to Contractor. Contractor will take reasonable care to protect the Owner’s property during construction; however, Owner is responsible for securing or removing any fragile or valuable items in or around the work zone.
8.3 Utilities and Facilities: Owner shall permit Contractor to use existing utilities on the Property as needed for the Work, including water and electricity, at no cost. For example, Contractor may connect hoses to outdoor water spigots for concrete mixing or curing, and plug into standard electrical outlets for tools. If an especially large amount of utilities are required (e.g. filling a large pool with water, or high electrical demands), the Parties will discuss a fair allocation of cost. Owner shall ensure that utility services (water, power) are turned on during working hours. If no adequate facilities are available, Contractor will arrange alternatives (like a water truck or generator) at additional cost per Change Order.
8.4 Safety and Site Control: During the period of construction, the Work site can be hazardous. Owner shall take precautions to keep all family members, guests, invitees, and pets away from the construction area and any equipment or materials, to prevent accidents or interference with the Work. If Owner or Owner’s invitees enter the immediate work area, they shall do so at their own risk and only after notifying the Contractor. Contractor will establish a reasonably safe work site (such as placing caution tape or barriers around freshly poured concrete, and storing tools safely), but Owner is responsible for supervising children or others on the Property. Unauthorized Access: Owner will not allow unauthorized persons to tamper with or alter any materials or equipment left on site by Contractor.
8.5 Cooperation: Owner agrees to cooperate with Contractor in good faith throughout the project. This includes timely communications and decisions when requested (e.g. selecting a concrete color or finish pattern, if applicable), and not unreasonably interfering with or instructing Contractor’s workers. Owner may communicate any concerns or questions promptly so they can be addressed. If Owner hires other contractors or is performing other work on the Property during the same timeframe, Owner shall inform Contractor and coordinate schedules to avoid conflicts or damage to the Work (for instance, heavy contractors should not drive on a new driveway until it’s cured, per Section 9 guidelines).
8.6 Owner’s On-Site Duties: In summary, the Owner shall: (a) provide clear and safe access to the site; (b) supply necessary utilities; (c) remove personal items from the work area; (d) keep children, pets, and visitors away from the work zone; (e) disclose any known hazards or utilities that could affect the Work; and (f) follow the post-completion care instructions provided by Contractor (Section 9). Failure by Owner to fulfill these responsibilities that results in damage or delay shall not be deemed Contractor’s fault, and any necessary remediation may be treated as a change (with cost/time adjustment) or may relieve Contractor from liability for resulting issues. - Post-Completion Care and Maintenance
After the concrete Work is completed, proper curing and maintenance are critical to the durability and safety of the installation. Owner agrees to follow these post-completion care guidelines (as applicable) to protect the new concrete:
• Curing Period – Restrict Use: Do not allow any people, pets, or vehicles on the new concrete surface until it has set and gained sufficient strength. In particular, no vehicular traffic for at least 7 days after installation (for normal cars/light trucks), and no heavy equipment or dumpsters for 14–30 days after installation. The concrete is considered “green” (newly hardened) and needs time to cure and reach its intended strength before regular use. Driving on it too early may cause cracking or other damage. (Contractor will advise if different time frames apply based on the specific mix or weather conditions.)
• Keep Surface Moist (if advised): Contractor may apply a curing compound or recommend keeping the concrete moist for a period (e.g. lightly spraying with water or covering with wet burlap/plastic for 3-7 days). Owner shall follow any specific curing instructions provided (such as sprinkling water on the slab each morning and evening for a week, weather permitting) to prevent rapid drying. Proper curing helps the concrete achieve maximum strength and minimizes cracking.
• Avoid De-icers and Salt: Do not use salt or chemical de-icing products on the new concrete during its first winter season (after placement. Deicers (especially those containing ammonium sulfate or nitrate) can severely damage new concrete by causing scaling and spalling. Even common rock salt (sodium chloride) increases freeze-thaw stress on young concrete. If ice or snow removal is needed, use sand for traction or non-salt alternatives. Only after the first winter (and ideally after the concrete has been sealed, see below) may traditional deicers be used sparingly, and even then with caution.
• Protect from Stains and Shock: Avoid dragging heavy sharp objects across the new concrete, which could scratch or chip it. Do not allow paint, oil, gasoline, or harsh chemicals to sit on the surface during the initial curing weeks. If construction will continue nearby, prevent heavy tools or materials from impacting the slab. Also avoid any extreme thermal shocks (e.g. do not pour hot water on a frozen new slab).
• Sealing: Owner is advised to seal the concrete after it has fully cured (typically 28 days after pour, or as recommended by Contractor). A quality penetrating sealer or protective coating will help prevent water and deicing chemical penetration. Contractor can apply an initial sealer (for an additional fee, if not included) or recommend products for Owner to use. Regular re-sealing (every 2–3 years, or more frequently if using deicers) is recommended to maximize the life of the concrete. Sealing is especially important in Michigan’s freeze-thaw climate to prevent surface deterioration.
• Routine Maintenance: After the initial curing period, normal care of the concrete includes keeping it clean (sweeping or hosing off debris and dirt), promptly removing any oil or grease spills to avoid staining, and avoiding prolonged contact with harsh substances. In winter, use sand or non-corrosive deicer products if possible. In warmer months, avoid letting water pool continuously on the surface (which could cause mild discoloration or algae in low spots).
Contractor will provide Owner with a written copy of these Post-Completion Care instructions at project closeout. Owner’s adherence to the above guidelines is essential. Contractor is not responsible for damage, defects, or hazards that result from Owner’s or third-parties’ failure to follow these post-completion care instructions. (See Section 11 on Indemnification and Section 12 on Liability for how this impacts Contractor’s guarantees.) Any warranties provided by Contractor may be voided or limited if the Owner neglects these maintenance requirements or subjects the new concrete to misuse or premature stress. - Limited Warranty
10.1 Workmanship Warranty: Contractor warrants that all Work performed under this Agreement will be completed in a good and workmanlike manner, consistent with generally accepted standards for professional concrete construction. Contractor further warrants that the materials supplied (concrete mix, reinforcements, etc.) will be of good quality and the concrete will substantially conform to the specifications agreed upon. This warranty extends for a period of one (1) year from the date of substantial completion of the Work (the “Warranty Period”).
10.2 Remedies: If within the Warranty Period the Owner discovers any defect in workmanship or materials that is not attributable to normal wear and tear or Owner’s misuse, Owner shall promptly notify Contractor in writing and allow Contractor a reasonable opportunity to inspect the issue. If a covered defect is confirmed, Contractor will repair or correct the defective portion of the Work at its own cost, within a reasonable time. This may include patching, resurfacing, or re-pouring sections of concrete if necessary, at Contractor’s discretion, to remedy the issue. The choice between repair or replacement is at Contractor’s option, based on what is feasible and in line with industry practice.
10.3 Exclusions from Warranty: The following conditions or damages are excluded from Contractor’s warranty (meaning Contractor does not guarantee these will not occur, and will not be obligated to repair them under this Agreement):
• Minor Cracks: Owner acknowledges that concrete, by its nature, may develop minor shrinkage cracks or hairline cracks during curing or over time. Such minor cracking (that does not materially affect structural integrity or use) is considered normal and is not covered by this warranty. Contractor will have installed control joints to mitigate random cracking, but some cracking may still occur and is not deemed a defect if within normal ranges.
• Surface Characteristics: Minor cosmetic imperfections, including slight color variations, mottling, or superficial crazing (network of tiny surface cracks) can occur in finished concrete. If the overall appearance is within industry standards for the type of finish, these are not covered defects. For colored or stamped concrete, reasonable variations in tone or pattern may occur and are not warrantied exact to any sample.
• Damage from Owner Negligence or Use: Any damage caused by Owner or third-parties, including but not limited to: driving on the concrete before it cured sufficiently, using deicing chemicals in the first winter against advice, impact from heavy objects, abuse, burns, gouges, stains, or failure to maintain the surface (such as not sealing as recommended) is not covered. (Indeed, per Section 9, Contractor disclaims liability for such damage.)
• Acts of Nature: Cracking, settling or other damage resulting from natural events or site conditions beyond Contractor’s control, such as tree root growth, soil subsidence or erosion, ground water, earthquakes, floods, extreme freeze-thaw cycles, or other environmental factors, are not covered. Also, any damage due to force majeure events (lightning strike, fire, etc.) post-completion is outside this warranty.
• Existing Structures and Adjacent Work: Contractor is not responsible for the structural integrity or condition of any existing structures or previous concrete work that remain on the Property. For example, if new concrete is poured adjacent to an existing slab or foundation, any differential movement or issues arising from the existing structure are not Contractor’s responsibility. Additionally, any alterations or repairs made by Owner or others to the Work after completion void this warranty to the extent they affect the area.
• Concrete Hairline Shrinkage/Spalling: Minor surface spalling (small chips or flaking at the top layer) that does not affect overall durability and often results from early freeze exposure or minor salt contact may occur and is not covered unless due to Contractor’s failure to mix/place concrete properly. Similarly, the warranty does not cover hairline shrinkage cracks as noted, nor slight settlement (small unevenness) if the sub-base was properly compacted.
10.4 Disclaimer of Other Warranties: The above express warranty is in lieu of all other warranties, express or implied, to the fullest extent allowed by law. Contractor disclaims any implied warranties of merchantability or fitness for a particular purpose, and any other implied obligations not expressly stated herein. However, if Michigan law forbids the disclaimer of an implied warranty in this residential contract, then any such implied warranty shall be limited to the same one-year period as the express warranty and shall be subject to the same exclusions and conditions. No warranty extends to any person other than the Owner.
10.5 No Guarantee of Specific Results: While Contractor may discuss expected outcomes (e.g., the concrete will have a certain appearance or strength), Owner acknowledges that many factors (weather, curing, minor variations) can affect the final result. Contractor does not guarantee the concrete will be perfect or free of all imperfections, only that it will be of good quality and fit for normal use as a driveway/patio/etc. consistent with industry standards. Contractor also cannot guarantee the concrete will never crack or never be damaged—proper maintenance by Owner is required to maximize longevity.
10.6 Warranty Service Calls: Any warranty claims must be made by Owner within the Warranty Period. Contractor will not charge Owner for any warranted repairs; however, if Contractor is called to inspect an issue and it is determined to be outside the warranty (for reasons above), Contractor may offer to fix it at Owner’s expense or charge a service fee for the visit, with Owner’s prior approval. This warranty is void if full payment has not been made per the contract terms or if others have modified the Work.
The warranties and limitations in this section survive the closing or termination of this Agreement. They give Owner specific legal rights; Owner may have other rights under Michigan law. - Indemnification and Liability of Owner
11.1 Owner’s Indemnity: To the fullest extent permitted by law, the Owner agrees to defend, indemnify, and hold harmless the Contractor, its owners, members, employees, agents, and subcontractors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, lawsuits, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or resulting from: (a) the Owner’s breach of this Agreement or failure to perform any obligation herein; (b) any negligent, willful, or unlawful act or omission of the Owner or anyone under Owner’s control (including family, guests, other contractors hired by Owner, etc.) in connection with the Project or at the work site; and (c) the Owner’s failure to follow the post-completion care instructions or other misuse or improper maintenance of the Work after Contractor’s completion. This means that if a third party (for example, a visitor or neighbor) brings a claim or lawsuit for injury or damage that was caused by Owner’s negligence or by Owner not adhering to the care guidelines, the Owner will protect and reimburse the Contractor for any liability or costs incurred.
Example: If Owner drives on the new driveway the day after pouring (against instructions) and it cracks, or if Owner does not block off the area and someone gets hurt by stepping in wet concrete, any resulting damage or injury is the responsibility of Owner, not Contractor. Owner’s indemnity would cover any claims against Contractor in such cases.
11.2 Contractor Not Liable for Post-Completion Misuse: The Parties specifically agree that Contractor shall not be liable for any damage to the Work or any injury arising from conditions of the Work after completion that result from Owner’s or others’ actions or failure to comply with the recommended care and maintenance. Owner assumes full responsibility for the concrete after completion with respect to such issues. Safety and Damage After Work: For instance, if Owner fails to keep people off the concrete for the curing period and footprints or defects result, Contractor is not liable. If Owner uses salt in the first winter and the surface spalls, that is not Contractor’s fault. This allocation of responsibility is a material term of the Agreement and is reflected in the Contract Price (Contractor is not charging an “insurance” premium for risks under Owner’s control).
11.3 Owner’s Liability for Certain Hazards: If during the Work, the Contractor is injured or incurs costs due to undisclosed hazardous conditions that Owner knew or should have known about (e.g. unsecured pets, hazardous materials on site, hidden wells or voids in the ground), Owner may be responsible for those costs. Owner shall maintain homeowner’s liability insurance covering the Property and, as noted, shall keep the site safe for Contractor’s workers to the extent of Owner’s control.
11.4 Contractor’s Indemnity: Conversely, to the fullest extent permitted by law, Contractor agrees to indemnify and hold harmless Owner from third-party claims of bodily injury or property damage, but only to the extent such harm is caused by the negligent or wrongful acts or omissions of the Contractor or its subcontractors in the performance of the Work. This means if Contractor’s operation directly causes injury to a neighbor or damage to adjacent property, and Owner is sued for it, Contractor will defend and cover Owner for Contractor’s proportionate fault. However, Contractor’s indemnity does not apply to the extent a claim arises from Owner’s actions or circumstances beyond Contractor’s control. Contractor’s potential liability to indemnify is also subject to the limitations in Section 12 (Limitation of Liability) and shall not exceed the scope of coverage of Contractor’s insurance.
11.5 Notice and Defense: A Party entitled to indemnification under this Section (the “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) of any claim or suit to which the indemnity may apply. The Indemnitor shall have the right to defend such claim with counsel of its choice (reasonably acceptable to the Indemnitee) and the Indemnitee shall cooperate, at Indemnitor’s expense, in such defense. Neither Party shall settle any indemnified claim in a manner that imposes any liability or admission of fault on the other Party without that Party’s consent.
11.6 Survival: The obligations in this Section 11 survive completion of the project or any termination of this Agreement. The indemnification is intended to be as broad as Michigan law allows. If any portion is found invalid, it shall be adjusted to the maximum extent enforceable. - Limitation of Contractor’s Liability
12.1 No Consequential Damages: In no event shall Contractor be liable to Owner for any indirect, special, or consequential damages arising out of or relating to this Agreement or the performance of the Work. This includes, but is not limited to, no liability for: loss of use of the Property (e.g. inability to use the driveway during curing period), loss of enjoyment, lost profits or revenue, increased financing or housing costs, alternative accommodation costs, or any similar incidental consequences. Owner’s remedies are limited to direct damages to real or personal property and personal injury, subject to the other limitations herein.
12.2 Cap on Liability: To the fullest extent permitted by law, Contractor’s total aggregate liability for any and all damages, losses, or claims arising under or related to this Agreement (whether in contract, tort (including negligence), strict liability, or otherwise) shall not exceed the total amount of the Contract Price actually paid by Owner to Contractor. This means that if Owner were to make a claim against Contractor for breach or any other cause, the maximum compensation Owner could seek to recover is the amount Owner has paid for the Work (or, if not paid, the contract amount for the portion of Work performed).
12.3 Independent Limitations: Each of the limitations of liability set forth in this Agreement is intended to be enforced separately and independently of any other applicable limitations, and to survive any finding of unenforceability of any other provision. For example, the exclusion of consequential damages (12.1) applies regardless of whether the total cap on liability (12.2) is applicable, and vice versa.
12.4 Basis of the Bargain: The Parties acknowledge that the Contract Price and other terms have been set with reliance on the enforceability of this Section. Owner has had the opportunity to negotiate these terms and understands that without these limitations, the cost of the project might be higher or Contractor might not enter this Agreement. If any portion of this Section 12 is deemed unenforceable, the Parties agree that the court or arbitrator should enforce it to the maximum extent permissible to uphold the intent of limiting Contractor’s liability.
12.5 Exceptions: The above limitations do not apply to the extent they are prohibited by law (for instance, if Michigan law disallows limiting liability for a certain willful act). Additionally, any liability arising from Contractor’s fraud or intentional misconduct is not limited by this Section. However, such acts are of course not contemplated by the Parties. All other potential liabilities are intended to be limited as stated. - Insurance
13.1 Contractor’s Insurance: Contractor shall maintain in force during the performance of the Work the following insurance coverages, at its own expense: (a) Commercial General Liability Insurance with coverage limits of at least $1,000,000 per occurrence / $2,000,000 aggregate (covering bodily injury and property damage arising out of Contractor’s work); (b) Michigan workers’ compensation insurance as required by law (if Contractor has employees engaged on the Project) and employer’s liability insurance; and (c) Commercial automobile liability insurance for any vehicles used on the project (with at least state minimum required limits). Upon Owner’s request, Contractor shall provide a certificate of insurance evidencing such coverage. Contractor shall ensure any subcontractors it uses carry appropriate liability and workers’ comp coverage as well.
13.2 Owner’s Insurance: Owner is responsible for maintaining adequate property insurance on the existing structures and personal property at the Project site. Owner should have a standard homeowner’s insurance policy that covers, among other risks, fire, vandalism, and casualty events, as well as liability coverage for injuries to persons on the Property. Owner acknowledges that Contractor’s insurance does not cover damage to the Owner’s own property (house, yard, etc.) unless the damage is caused by Contractor’s negligence or covered peril under Contractor’s policy. For example, if an unrelated part of the house suffers damage due to a storm during construction, that would fall under Owner’s insurance, not Contractor’s. Owner’s insurance should also cover any injuries or accidents that are not the result of Contractor’s work.
13.3 Waiver of Subrogation: To the extent permitted by Owner’s insurance policies, Owner agrees to waive (or have its insurer waive) any subrogation rights against Contractor for damages or losses covered by Owner’s insurance. Similarly, Contractor waives subrogation against Owner for losses covered by Contractor’s insurance. This means each Party’s insurance will cover their own losses regardless of fault, to the extent of coverage, without pursuing the other party.
13.4 Notification: Each Party shall notify the other in the event of any injury or significant property damage occurring on the site during the work. Contractor will promptly report to Owner any accident involving serious injury or major property damage (no such events are expected, but this is a precaution).
13.5 No Third Party Beneficiaries: Owner’s or Contractor’s insurance is for the benefit of that party and does not confer rights on any third party or alter the indemnity obligations stated in this Agreement. - Lien Rights
14.1 Contractor’s Lien Rights: Owner is hereby notified that under Michigan’s Construction Lien Act (MCL 570.1101 et seq.), a contractor, subcontractor, supplier, or laborer who provides improvement to real property and is not paid may have a right to enforce a construction lien against the property. This means that if Owner fails to pay Contractor or if Contractor fails to pay any subcontractors or material suppliers, those parties can claim a lien on the Property. By signing this Agreement, Owner acknowledges that Contractor has fully explained Owner’s rights and obligations under the Construction Lien Act. Contractor shall have the right to file a lien for the value of labor/materials provided if Owner does not make payments when due. Contractor is a licensed contractor in Michigan (License No. 242300589) as required to maintain lien rights on residential projects.
14.2 Prevention of Liens: Contractor agrees to pay all valid bills for labor, subcontractors, and materials it has hired or purchased for this Project out of the payments received from Owner. If requested, Contractor will provide Owner with partial lien waivers (from itself and major subcontractors or suppliers) with each progress payment, and a final unconditional lien waiver from Contractor (and any subcontractor/supplier that served a Notice of Furnishing) upon final payment. Owner has the right under Michigan law to request such waivers as a condition of payment. Providing these waivers protects Owner from liens by showing those parties have been paid.
14.3 Lien Notices: If the Contract Price exceeds $600 (which it does in most concrete projects), this written Agreement must contain Contractor’s license number (which it does, above) and the following notice under Michigan law:
“Warning to Owner: If you pay the contractor, and he then fails to pay subcontractors or suppliers or laborers, those people can file a lien against your property to enforce payment and you could end up paying for the work or materials twice. To protect yourself, you can demand the contractor provide you with lien waivers from all subcontractors and suppliers for work or materials provided through the date of each payment before you make that payment. Also, Michigan law requires that anyone who furnishes labor or materials for your residential property and who is not paid may serve you with a Notice of Furnishing to preserve their right to a lien. You have the right to request from Contractor a list of all subcontractors and suppliers on the project. If any lien is filed against your property by an unpaid supplier or subcontractor, you may have to pay that person to get the lien discharged.
14.4 Lien Release: Upon full and final payment to Contractor for the Work, Contractor shall promptly discharge any construction lien that it has recorded related to this Project (if any). Contractor shall indemnify Owner for any costs or attorney fees incurred by Owner as a result of a lien being wrongfully filed by Contractor or by a subcontractor/supplier under Contractor who has been paid in full. Conversely, if Owner fails to pay Contractor sums due and Contractor or others file valid liens, Owner will be responsible for all costs to resolve those liens, including interest and legal fees as allowed.
14.5 Homeowner Construction Lien Recovery Fund: (Note: The Michigan Homeowner Lien Recovery Fund was repealed effective 2011, so it is no longer in effect; thus no Fund rights apply.)
This Section 14 is intended to comply with Michigan law and inform Owner of important rights and responsibilities regarding construction liens. Owner should ask any questions about this law before signing. Contractor can provide additional informational brochures if needed. - Dispute Resolution
The Parties agree that any dispute or claim arising out of or relating to this Agreement or the Work shall be resolved in accordance with the following tiered dispute resolution process, designed to resolve issues fairly and efficiently:
a. Negotiation (Good Faith Discussion). In the event of any dispute, claim, or controversy between Owner and Contractor (including any claim for additional costs, defective work, or contract interpretation), the Parties will first attempt in good faith to resolve the matter by direct discussions. A Party raising a dispute shall notify the other Party in writing, describing the nature of the dispute and desired resolution. Within a reasonable time (not to exceed 10 days) of such notice, the Parties (or their designated representatives) shall meet in person or by phone to discuss the dispute and seek a mutually agreeable solution. The Parties shall endeavor to resolve the dispute through these informal negotiations within 30 days of the initial notice of dispute. During this period, each Party shall act in good faith and attempt to avoid escalation. (Most disagreements, such as about workmanship or delays, can often be resolved by communication and possibly Contractor correcting an issue or Owner granting an extension, etc.)
b. Mediation (Optional but Encouraged). If the dispute is not resolved through negotiation, either Party may propose mediation. Mediation is a non-binding process in which a neutral third-party mediator facilitates a resolution. If both Parties agree to mediate, they shall jointly select a mediator experienced in construction or contract disputes (or use a mediation service such as the American Arbitration Association or a local mediation center) and schedule a mediation session in Kalamazoo County, Michigan, at a mutually convenient time. Each Party shall attend and participate in the mediation in good faith. The costs of mediation (mediator’s fee) shall be split equally between the Parties, unless otherwise agreed. Mediation is voluntary – neither Party can force the other to mediate, but it is strongly encouraged as a cheaper and faster way to resolve issues. Any mediated settlement shall be documented in writing and, once signed by both Parties, shall be binding. If mediation is attempted but the dispute is not resolved, the Parties may proceed to the next step. (All communications during mediation are confidential and cannot be used in later proceedings.)
c. Binding Arbitration (Final Resolution). If the dispute cannot be resolved by negotiation or mediation, it shall be resolved by binding arbitration, except as provided in subsection (d) for small claims. Arbitration Agreement: The Parties expressly agree to arbitrate any and all unresolved disputes arising out of or relating to this Agreement, including any claims of breach, negligence, or statutory violation. Arbitration Procedure: The arbitration shall be administered by the American Arbitration Association (AAA) under its Construction Industry Arbitration Rules, or by another arbitration forum as the Parties may mutually agree. The arbitration shall take place in Kalamazoo County, Michigan, before a single neutral arbitrator. If the Parties cannot agree on an arbitrator, the AAA’s process for appointing one shall be used. The arbitrator shall apply Michigan substantive law (and the terms of this Agreement) to decide the dispute. Arbitrator’s Authority: The arbitrator is empowered to award any remedy available in court (except as limited by this Agreement, such as the waiver of certain damages in Section 12). The arbitrator shall issue a written award stating the essential findings and conclusions. The award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction. Costs and Fees: The costs of arbitration (arbitrator’s fees, AAA fees) shall initially be borne equally by the Parties, but the arbitrator may award the prevailing party its reasonable attorneys’ fees and arbitration costs in the award, if the arbitrator determines such an award is fair under the circumstances or if provided by law or this Agreement. If the arbitrator does not specify how costs and fees are to be allocated, then each Party shall bear its own attorneys’ fees, and they shall split the arbitrator’s fees equally (or as otherwise required by AAA rules). Waiver of Jury Trial: By agreeing to arbitration, the Parties understand they are giving up their rights to have disputes litigated in court before a judge or jury, except as otherwise provided herein. This arbitration clause is governed by the Federal Arbitration Act (9 U.S.C. §§1-16) because the materials and activities may involve interstate commerce; however, the arbitrator shall apply Michigan law to the merits of the case.
d. Small Claims Court Option: Notwithstanding the agreement to arbitrate, for any dispute or claim within the jurisdictional limit of Michigan’s small claims court (currently $7,000 for cases filed on or after January 1, 2024), either Party may choose to pursue the matter in small claims court in lieu of arbitration. Small claims court offers a simpler, expedited process for minor disputes. If a Party elects to file in small claims court (for example, to recover a small unpaid balance or minor damage), that proceeding shall go forward in the appropriate District Court Small Claims Division in Kalamazoo County, MI, and the arbitration provisions of this Agreement will not apply to that claim. However, if the dispute involves amounts or issues exceeding the small claims limit (or if a Party chooses not to use small claims court for a claim under the limit), then arbitration is the required forum. No consolidation: If one Party files a small claims case, the other Party cannot demand arbitration of that same small claim. But if there are multiple claims and some exceed small claims jurisdiction, the larger claims must go to arbitration (the small claim could either be heard with it by agreement or separately in small claims). The Parties agree not to artificially split claims to use small claims for part of a larger dispute.
e. Emergencies and Provisional Remedies: The requirement to negotiate/mediate/arbitrate does not prevent either Party from seeking temporary equitable relief (such as an injunction or restraining order) in a court of law if necessary to prevent imminent harm (for example, to stop trespass or preserve evidence). Such an action shall not waive the right to arbitrate the underlying dispute. Also, Contractor may pursue a mechanic’s lien foreclosure in court if necessary (as lien enforcement is a statutory proceeding) – however, if there is a dispute about the underlying amounts owed, that dispute would be determined via arbitration per this Agreement, and the court action could be stayed pending arbitration outcome.
f. Continuation of Work: During the dispute resolution process, to the extent feasible and safe, Contractor shall continue to perform the Work and Owner shall continue to make payments (except for the specific disputed amounts) so that the Project is not unduly delayed, unless or until the Agreement is lawfully terminated.
g. Attorneys’ Fees: Except as otherwise provided above or awarded by the arbitrator, each Party shall bear its own legal fees in any dispute. However, if a Party clearly prevails in a court action to enforce an arbitration award or judgment (or in an appeal allowed by law), the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in that enforcement or appeal.
This Section 15 shall survive any termination or completion of the contract. By signing this Agreement, the Parties affirmatively agree to resolve disputes as outlined above instead of going straight to court or jury, except for small claims or injunctive relief as noted. This agreement to arbitrate is binding and enforceable under law. - Photographs and Marketing
16.1 Right to Photograph Work: Owner hereby grants Contractor the right to take photographs and video of the Project site and the Work, including before commencement, during construction, and after completion. Contractor and its employees or agents may take these photos/videos without further compensation to Owner, for purposes of documentation and marketing.
16.2 Use of Images: Contractor shall have the right to use and publish the photographs or videos of the Work in progress and the completed project in its portfolios, on its website, social media, in brochures, advertisements, trade publications, or other promotional materials, and to enter the project in competitions or industry showcases. Owner agrees that such use is permitted without any payment or royalty to Owner.
Owner retains no ownership interest in the images taken by Contractor.
16.3 No Personal Identification: In exercising the above rights, Contractor shall not disclose the Owner’s full name, street address, or any other personal identifying information in connection with the photos without Owner’s prior written consent. Contractor will take reasonable care that photos focus on the concrete work itself and not on people (unless with permission) or unrelated portions of Owner’s property. For example, Contractor may post a photo of the finished driveway labeled “New driveway project in Kalamazoo, MI” but will not tag the Owner or give the address.
16.4 Opt-Out: Owner has the right to opt out of the photo release for any reason. To exercise this opt-out, Owner must provide written notice to Contractor indicating that Owner does not allow photos of the project to be used for marketing. If Owner opts out prior to signing, Contractor will refrain from using any photos of the Work publicly (except as needed for internal documentation or permit records). If not opted out, this release is agreed. (Note: even if Owner opts out of marketing use, Contractor may still take photos for its records, for insurance, or for demonstrating completion to building inspectors or lien releases, etc., but those will not be made public.)
16.5 Ownership of Photos: Any photographs or videos taken by Contractor of the Work are considered Contractor’s property (intellectual property) and may be retained by Contractor. Contractor will comply with the above limitations on use. Owner may take their own photos as well, of course, and Owner’s photos remain Owner’s property.
16.6 Duration: This photo release is effective upon signing and survives the completion of the project. If Owner initially agrees but later has concerns about a specific photo used, Owner can notify Contractor, and Contractor will make a good faith effort to address or remove any publicly posted imagery that Owner finds objectionable (for example, if it inadvertently included something personal). - Miscellaneous Provisions
17.1 Governing Law: This Agreement and all matters relating to its performance shall be governed by the laws of the State of Michigan, without regard to its conflict of laws principles. The Parties expressly agree that the Michigan Builders Trust Fund Act (MCL 570.151 et seq.) and other applicable Michigan statutes apply to this project to protect payments, and that Contractor will comply with such laws (e.g., using Owner’s payments only to pay for labor/materials on this project).
17.2 Jurisdiction and Venue: Subject to the dispute resolution provisions in Section 15, any legal action or proceeding arising out of this Agreement that is permitted to be filed in court (for example, a small claims case, an action to enforce an arbitration award or lien, or to obtain injunctive relief) shall be brought in the courts of Kalamazoo County, Michigan. If brought in state court, it shall be in the 9th Judicial District or Circuit (as appropriate for the amount or nature of the claim) sitting in Kalamazoo County. If in federal court (which would only be for certain large disputes beyond state jurisdiction), it shall be the U.S. District Court for the Western District of Michigan, Southern Division. The Parties consent to the personal jurisdiction of such Michigan courts. This venue selection is intended to provide a convenient forum for both Parties (as the project and both Parties are local to Kalamazoo).
17.3 Entire Agreement: This Agreement, including any attached Exhibits or Addenda (which may include a project proposal, plans, specifications, or change orders), constitutes the entire agreement and understanding between Owner and Contractor with respect to the Project. It supersedes all prior or contemporaneous discussions, representations, agreements, or proposals, whether written or oral, relating to the subject matter herein. Each Party acknowledges that no other statements or promises, except those expressly contained in this written Agreement, have been relied upon in entering into this Agreement.
17.4 Amendments: No amendment or modification to this Agreement shall be valid unless it is in writing and signed by both Owner and Contractor. This includes any change to the scope, price, or terms – all must be documented (as per the Change Orders section or a formal contract amendment). The requirement for written modifications cannot be waived by oral agreement.
17.5 Severability: If any provision of this Agreement, or portion thereof, is found to be illegal, invalid, or unenforceable by a court or arbitrator of competent jurisdiction, the remainder of this Agreement shall not be affected and shall remain in full force and effect. In such case, the Parties (or the court/arbitrator) shall endeavor to reform the invalid provision to a valid provision that comes closest to the intention of the invalid provision and allows the Agreement to be carried out as closely as possible to its original intent.
17.6 No Waiver: The failure of either Party to insist on strict performance of any covenant or obligation, or to exercise any right or remedy, shall not be a waiver of that Party’s right to demand strict compliance in the future. Any waiver of a breach must be in writing and signed by the waiving Party, and such waiver shall not operate as a waiver of any future breach.
17.7 Assignment: Owner may not assign or transfer this Agreement or any rights or obligations hereunder to any other person or entity without the prior written consent of Contractor (except that it shall transfer automatically to a new owner of the Property if the Property is sold, but still only covering work already done or rights accrued, not obligating Contractor to new owner unless Contractor agrees). Contractor may not assign this Agreement without Owner’s written consent, except Contractor may freely engage subcontractors or material suppliers in performing portions of the Work (which is not considered an assignment of the Agreement). Contractor remains responsible for all Work performed by any subcontractors. Contractor may also assign the right to receive payments (factoring) for financing purposes, or assign this Agreement to a successor entity in the event of a company reorganization, with notice to Owner.
17.8 Notices: Any formal notices or communications required or permitted under this Agreement (such as notices of breach, termination, or dispute) shall be given in writing and delivered to the respective Party’s address below (or such other address as a Party may designate in writing). Notices may be delivered by hand, sent by certified mail (return receipt requested), or by a nationally recognized courier service, or by email (if an email address is provided and the email specifically requests confirmation of receipt). Notices shall be deemed given: when delivered in person, or on the date of delivery confirmation if mailed or couriered, or on the date of email transmission if confirmation of receipt is obtained (or the recipient responds to the email). For day-to-day communications (like scheduling), text or phone is fine, but for important legal notices, use writing as above.
- Owner’s Address for Notice: The owner’s address provided to contractor for the services will be used. Unless otherwise communicated to contractor’s via a written notice.
- Contractor’s Address for Notice: The contractor’s address will be provided to the owner via an invoice or estimate.
17.9 Headings and Captions: The headings used in this Agreement (section titles, etc.) are for convenience and reference only. They do not define, limit, or describe the scope or intent of any provision and shall not be considered in interpreting the Agreement’s terms. The numbering and ordering of sections is for organization and does not affect the substance.
17.10 Counterparts and Electronic Signatures: This Agreement may be signed in counterparts, meaning Owner and Contractor can sign separately and the signatures combined will constitute one agreement. Electronic or digitally signed copies of this Agreement (such as PDF or DocuSign as examples) shall be treated as original, and signatures transmitted by facsimile or email are valid and binding.
17.11 Licensing and References: Contractor represents that it is properly licensed as a residential builder or maintenance & alteration contractor in Michigan for the scope of work (License No. 242300589, issued by LARA). This license is in good standing. Contractor will maintain its license and any required bonds. Contractor’s UEI (Unique Entity Identifier) No. ERZ8BSNXXHY6 may be used for federal or state registration purposes but does not impact the homeowner contract directly.
17.13 Lien Fund Act Compliance: Contractor will comply with the Michigan Builder’s Trust Fund Act, which means all payments received from Owner will be used first to pay for labor, subcontractors, and materials for this Project, and not for other purposes, until those have been fully paid. This is for Owner’s protection.
17.14 Authority: By signing the quote/estimate represents that the Owner is the title holder or authorized agent of the Property.