Last Updated: 6/11/2026

The Services and Installation Contract (“Contract”) is sent to every client upon request for services. It is entered into between Miller’s Air Conditioning and Heating Analog Construction (“Contractor”) and the client (“Owner” or “You”) indicated in the Contract. The “Effective Date” is the date that contract indicates. You are entitled to a completely filled in copy of that agreement, signed by both you and the Contractor, before any work may be started. 

I. CONTRACTOR 

The Contractor’s address and contact information is 4749 Bennet Drive, Suite N, Livermore, CA 94551.  The Contractor is licensed by the California Contractor’s State License Board (“CSLB”), License No. 253756. 

II. ENGAGEMENT & SCOPE OF WORK 

1. Description of the Project: As described in the Contract. 
2. Scope of Work: The Owner is engaging the Contractor to perform, and the Contractor agrees to perform, the scope of work (the “Work”) described in the Contract. The Work means all labor, materials, equipment, and services provided, or to be provided, by the Contractor to fulfill the Contractor’s obligations. 
3. Description of the Significant Materials to be Used and Equipment to be Installed: As described in the Contract. 
4. Commencement and End of Work: Unless otherwise set forth in the Contract, the date of Commencement of Work and End of Work shall be indicated in the Contract.   
5. Substantial Completion: Subject to adjustments of the contract time as provided, the Contract shall achieve Substantial Completion of the Scope of Work no later than a number of calendar days from the date of Commencement of Work as indicated on the Contract. 

III. CONTRACTOR OBLIGATIONS.   

The Contractor shall: 

1. Perform the scope of work set forth in the Contract in a safe, good, timely, and workmanlike manner, consistent with standard industry practices in the locality in which the project is located. 
2. Supply all tools, equipment, and supplies required to perform the Work, except to the extent the Contractor’s Work must be performed on or with Owner furnished equipment or supplies. 
3. Provide the Owner with appropriate releases or waivers or liens at the time of payment for any Work performed. 

IV. OWNER OBLIGATIONS & REPRESENTATIONS 

The Owner shall: 

1. Provide unimpeded access to the Project site; 
2. Provide accurate and complete information regarding the Project or the Project site at Contractor’s request. 
3. Make timely payments of amounts earned by the Contractor under the Contract. 
4. Be reasonably available to the Contractor if the Contractor has questions regarding the Project, review the Contractor’s Work, and provide timely feedback and decisions.   
5. Promptly notify Contractor of any defects in Contractor’s Work, so that Contractor may examine and, if necessary, correct the defect. 
6. Provide any other assistance to the Contractor as it deems reasonable and appropriate. 
7. Owner represents that Owner has the authority to enter into the Contract and to perform all of its obligations under the Contract. 

V. PERMITS 

It is agreed that the Contractor will obtain any necessary permits at the owner’s cost unless otherwise directed by the Owner. If that is that case:

• The Owner shall obtain necessary permits and approvals for the Work from local authorities or other governmental organizations.
• Permitting and entitlement fees will be the responsibility of the Owner.  Contractor is not responsible for any delays to the Project resulting from any public agency or governing authorities’ consideration, review, comments or approval of any aspect of the Project.  
• The Owner acknowledges the approval process by public agencies can be subjective and unpredictable.  It is understood that various codes, laws, ordinances and regulations are subject to varying and sometimes contradictory interpretation.      

VI. SUBCONTRACTORS 

TThose portions of the Work that the Contractor does not customarily perform with the Contractor’s own personnel shall be performed under subcontracts or other appropriate agreements with the Contractor, but will only be contracted if the Contractor decides to employ them.  The Owner may request subcontractor information, including name, phone number, and licensing. 

VII. EXTRA WORK AND CHANGE ORDERS 

1. All changes in the scope of work or requests for extra work must be in writing as a Change Order.  A Change Order form that may be used on this Project will be provided by the Contractor on request.  Extra work and Change Orders become part of the contract once the Change Order is prepared in writing and signed by the parties prior to the commencement of work covered by the Change Order.  The order must describe the scope of the extra work or change, the cost to be added or subtracted from the contract, and the effect the order will have on the schedule of progress payments.   
2. Owner may not require Contractor to perform extra or Change Order work without providing written authorization prior to the commencement of work covered by the Change Order.   
3. Contractor’s failure to comply with the requirements of this paragraph does not preclude the recovery of compensation for work performed based upon legal or equitable remedies designed to prevent unjust enrichment. 

VIII. CONTRACT PRICE & PAYMENTS 

1. Contract Price: As designated in the Contract 
2. Down Payment: As designated in the Contract.  UNDER CALIFORNIA LAW, THE DOWNPAYMENT MAY NOT EXCEED $1,000 OR 10 PERCENT OF THE CONTRACT PRICE, WHICHEVER IS LESS. 
3. Expenses: Contractor will charge Owner for any expenses incurred in connection with Contractor’s performance of the Work including, but not limited to, copying expenses in connection with the copying of plans, drawings, or specifications, postage, and any other Project related expenses.   
4. Invoices: Contractor will submit an invoice upon completion of the Work, or on a monthly basis for Work completed during the preceding period.  The invoice will provide a summary of the Work completed, and an accounting of any expenses incurred by the Contractor.  
5. Payment:  A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall constitute acceptance of Contractor’s work.  Payments due and unpaid shall bear interest from the date payment is due at the rate of 1.5% per month. 
6. Lien Release:  Upon satisfactory payment for any portion of the work performed, the Contractor, prior to any further payment being made, shall furnish to the Owner a full and unconditional release from any potential lien claimant claim or mechanics lien authorized pursuant to Sections 8400 and 8404 of the California Civil Code for that portion of the work for which payment has been made.  

IX. SUSPENSION & TERMINATION 

1. Termination by Owner for Cause.  Owner may terminate the Contract for cause if Contractor materially breaches the Contract and fails to cure such breach within fourteen (14) days after receipt of written notice specifying the breach. In the event of termination for cause, Owner may complete the Work by any reasonable method, and Contractor shall be entitled to payment for Work performed prior to termination, less any reasonable costs incurred by Owner to complete the Work in excess of the remaining Contract Price.   
2. Termination by Owner for Convenience.  Owner may terminate the Contract for convenience upon not less than thirty (30) days’ written notice to Contractor. Upon such termination, Contractor shall immediately stop Work as directed and take reasonable steps to mitigate costs.  Contractor shall be entitled to recover (i) payment for all Work performed up to the date of termination, including reasonable overhead and profit; (ii) a termination fee in the amount of $5,000.00.  Contractor shall not be liable for damages arising from termination for convenience. 
3. Suspension Of The Project By Owner: Non-activity on the Project or non-communication by the Owner in response to communication by Contractor for thirty (30) consecutive days constitutes intent of Project suspension by Owner.  In the event of suspension, Contractor shall be compensated for services performed up to and including the date of suspension.  If the Project is resumed, Contractor shall be compensated for expenses incurred in the interruption and resumption of Contractor’s services before Contractor is obligated to recommence work.  Contractor’s fees for the remaining services and the time schedules shall be equitably adjusted. If the Project is suspended or Contractor’s services are suspended for more than sixty (60) days, Contractor may terminate the Contract by giving not less than seven (7) days’ written notice.  In the event of termination Contractor shall be entitled to payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. 
4. Termination by the Contractor.  If Owner materially breaches this Contract, including but not limited to failing to make payments to Contractor in accordance with this Contract, such breach shall be considered substantial non-performance and cause for termination and pursuit of legal remedies, or at Contractor’s option, cause for suspension of performance of services under this Contract.  If Contractor elects to suspend services, Contractor shall give seven (7) days’ written notice to the Owner before suspending services.  In the event of a suspension of services, Contractor shall have no liability to the Owner for delay or damage caused by such suspension of services. Before resuming services, Contractor shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of Contractor’s services.  In the event Contractor elects to terminate the Contract, Contractor shall be entitled to payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages.

X. BOND 

Owner has the right to require the Contractor to have a performance and payment bond.  The Contractor is bonded with American Contractors Indemnity Company, Bond No. 100175287. 

XI. INSURANCE 

1. Commercial General Liability Insurance:  Contractor carries commercial general liability insurance written by Tokio Marine HCC. Contractor will provide Owner with a certificate of insurance upon request, or Owner may contact the insurer to confirm insurance coverage. 
2. Worker’s Compensation Insurance: AmTrust Financial Services, Inc. 
3. Automobile Liability Insurance: Progressive Casualty Ins. Co. & affiliates 
4. Owner Insurance.  The Owner shall be responsible for maintaining usual liability insurance and property insurance to cover the value of Owner’s property.  The Contractor is entitled to receive an increase in the Contract Sum equal to the insurance proceeds related to a loss for damage to the Work covered by the Owner’s property insurance.  
5. Insurance Covered Losses:  Owner and Contractor waive all rights against each other and any of their subcontractors, suppliers, agents, and employees, for damages caused by fire or other causes of loss to the extent those losses are covered by property insurance or other insurance applicable to the Project, except such rights as they have to the proceeds of such insurance.   

XII. MECHANICS LIEN WARNING 

Anyone who helps improve your property, but who is not paid, may record what is called a mechanics lien on your property. A mechanics lien is a claim, like a mortgage or home equity loan, made against your property and recorded with the county recorder. 

Even if you pay your contractor in full, unpaid subcontractors, suppliers, and laborers who helped to improve your property may record mechanics liens and sue you in court to foreclose the lien. If a court finds the lien is valid, you could be forced to pay twice or have a court officer sell your home to pay the lien. Liens can also affect your credit. 

To preserve their right to record a lien, each subcontractor and material supplier must provide you with a document called a ‘Preliminary Notice.’ This notice is not a lien. The purpose of the notice is to let you know that the person who sends you the notice has the right to record a lien on your property if he or she is not paid. 

BE CAREFUL.  The Preliminary Notice can be sent up to 20 days after the subcontractor starts work or the supplier provides material. This can be a big problem if you pay your contractor before you have received the Preliminary Notices. 

You will not get Preliminary Notices from your prime contractor or from laborers who work on your project. The law assumes that you already know they are improving your property. 

PROTECT YOURSELF FROM LIENS.  You can protect yourself from liens by getting a list from your contractor of all the subcontractors and material suppliers that work on your project. Find out from your contractor when these subcontractors started work and when these suppliers delivered goods or materials. Then wait 20 days, paying attention to the Preliminary Notices you receive. 

PAY WITH JOINT CHECKS.  One way to protect yourself is to pay with a joint check. When your contractor tells you it is time to pay for the work of a subcontractor or supplier who has provided you with a Preliminary Notice, write a joint check payable to both the contractor and the subcontractor or material supplier. 

For other ways to prevent liens, visit CSLB’s Internet Web site at www.cslb.ca.gov or call CSLB at 800-321-CSLB (2752). 

REMEMBER, IF YOU DO NOTHING, YOU RISK HAVING A LIEN PLACED ON YOUR HOME. This can mean that you may have to pay twice, or face the forced sale of your home to pay what you owe. 

XIII. INFORMATION ABOUT THE CONTRACTORS’ STATE LICENSE BOARD 

The Contractor’s State License Board (“CSLB”) is the state consumer protection agency that licenses and regulates construction contractors. 

You may contact the CSLB for information about the licensed contractor you are considering, including information about disclosable complaints, disciplinary actions, and civil judgments that are reported to the CSLB. 

Use only licensed contractors. If you file a complaint against a licensed contractor within the legal deadline (usually four years), the CSLB has authority to investigate the complaint. If you use an unlicensed contractor, the CSLB may not be able to help you resolve your complaint. Your only remedy may be in civil court, and you may be liable for damages arising out of any injuries to the unlicensed contractor or the unlicensed contractor’s employees. 

For more information: 

Visit CSLB’s Internet Web site at www.cslb.ca.gov 

Call CSLB at 800-321-CSLB (2752) 

Write CSLB at P.O. Box 26000, Sacramento, CA 95826. 

XIV. DISPUTE RESOLUTION 

1. Good Faith Negotiation: The parties agree to negotiate any claims or disputes arising out of or related to the Contract in good faith prior to exercising any other provision of this section.   
2. Mediation:  If a claim or dispute between the parties cannot be resolved within thirty (30) days by good faith negotiations, the parties agree to submit the claim or dispute to mediation with a mutually agreed upon mediator.  Any agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. The mediator fees associated with any such mediation will be split evenly between both parties. 
3. Arbitration:  If a claim or dispute cannot be resolved through good faith negotiations or mediation, the parties agree to resolve the dispute through binding arbitration, held remotely through Sacramento County, California, administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, with a single arbitrator presiding over the matter.  The arbitration award shall be in writing and may be entered by the Alameda County Superior Court. The arbitrator fees and costs associated with any such arbitration will be split evenly between both parties. 
4. Small Claims:  If the amount in controversy in the dispute is within the jurisdictional limits of Small Claims Court set forth in the California Code of Civil Procedure, the dispute shall be submitted to Small Claims Court in Alameda, as an alternative to mediation and arbitration.  Each party shall bear their own fees and costs associated with the Small Claims case. 
5. Collections. As an alternative to the above referenced dispute resolution sections, in the event of non-payment of Contractor’s invoice by Owner, Contractor may refer the matter to collections, and Owner agrees to hold financial responsibility for all incurred charges and interest fees as set forth by the collection agency selected to pursue payments. 

XV. MISCELLANEOUS CONDITIONS 

1. Governing Law:  The Contract shall be governed by the laws of the State of California, without regard to choice of law principles. 
2. Waiver of Consequential Damages: The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, and for loss of profit, except anticipated profit arising directly from the Work. 
3. Partial Invalidity:  If any term, covenant, or condition of the Contract or its application to any person or circumstance shall be held to be invalid or unenforceable, the remainder of the Contract shall continue in full force and effect, and the parties agree that any invalid or unenforceable term, covenant, or condition shall be amended to the minimum extent required to make such term, covenant, or condition valid and enforceable. 
4. Contractor Is An Independent Contractor:  Contractor shall provide Services on the Project as a 1099 Independent Contractor and will not be an employee to the Owner for any purposes.  As an independent contractor, Contractor shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Contract.  Nothing contained herein shall be deemed to create any association, partnership, joint venture, or principal/agent relationship between the parties to this Contract.  Nothing contained in the Contract shall provide either party with the right, power, or authority, express or implied, to create any duty or obligation on behalf of the other party. 
5. Survival:  All express waivers, indemnifications, and limitations of liability included in the Contract will survive its completion or termination for any reason. 
6. Successors And Assigns; No Assignment:  The Owner and Contractor, respectively, bind themselves, their partners, successors, permitted assigns and legal representatives to the other party to the Contract and to the partners, successors, permitted assigns, and legal representatives of such other party with respect to all covenants of this Contract.  Neither the Owner nor Contractor shall assign the Contract or any obligation, claim, right, or cause of action arising under the Contract without the written consent of the other.  The foregoing shall not be construed to limit the subrogation rights of either party’s insurers. 
7. Change in Ownership:  Owner agrees that the project is and shall continue to be owned by Owner, and if the project’s ownership changes, Owner shall waive any claim against Contractor, defend Contractor against any claim from a future Owner, and indemnify Contractor for any loss, or damage to Contractor resulting from any claim brought by any party against Contractor related to any change in use of the project.  Owner agrees that this obligation shall survive the termination of this Contract.   
8. No Third Party Beneficiaries:  Nothing contained in the Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Contractor. 
9. Publicity:  Contractor and its Subcontractors shall have the right to photograph the Project and to use the photographs in the promotion of its business through publication, advertising, public relations, brochures, websites, or other marketing media. Contractor will appropriately credit and provide recognition to other Consultants attributed to this Project. Contractor shall be given access to the completed Project to take photographs. 
10. Compliance with Laws:  Contractor must comply with all provisions of law applicable to this Contract. 

XVI. THREE-DAY RIGHT TO CANCEL 

You have the right to cancel the Contract within three business days, or within 5 days for those above 65 years of age. You may cancel by e-mailing, mailing, faxing, or delivering a written notice – in the form of a Notice of Cancellation form, which the Contractor will provide upon request – to the Contractor at the Contractor’s place of business by midnight of the third business day after you received a signed and dated copy of the Contract that includes this notice. Include your name, your address, and the date you received the signed copy of the Contract and this notice. 

If you cancel, the contractor must return to you anything you paid within 10 days of receiving the notice of cancellation. For your part, you must make available to the contractor at your residence, in substantially as good condition as you received them, goods delivered to you under the Contract or sale. Or, you may, if you wish, comply with the contractor’s instructions on how to return the goods at the contractor’s expense and risk. If you do make the goods available to the contractor and the contractor does not pick them up within 20 days of the date of your notice of cancellation, you may keep them without any further obligation. If you fail to make the goods available to the contractor, or if you agree to return the goods to the contractor and fail to do so, then you remain liable for performance of all obligations under the contract.

Contact Us
For any questions or concerns regarding these Services and Installation Terms, please contact us:

Miller’s Air Conditioning & Heating
4749 Bennett Dr STE N, Livermore, CA 94551
(925) 447-3000
Admin@callmillers.com