Fill and Sign the Snow and Ice Management Services Agreement Form

Snow and Ice Management Services Agreement This Snow and Ice Management Services Agreement (this Agreement) is made on the ________________ (date) , between ________________________ (Name of Contractor) a corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________________________________________________ _________________ (street address, city, county, state, zip code) , referred to herein as the Contractor , and ___________________ (Name of Owner) , of _________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Owner . I. Term of Agreement: Service Periods. This Agreement shall commence on the date of this Agreement and continue thereafter for a term of up through and including (check one box): [ ] April 15, 2011 [ ] April 15, 2012 [ ] April 15, 2013 Provided, however, that the Contractor will be obligated to perform services (as defined below) during only a part of parts of the term, as follows: A. If the term expires on April 15, 2011, Contractor will be responsible for providing services from Nov. 15, 2010 through April 15, 2011; B. If the term expires on April 15, 2012, Contractor will be responsible for providing services from Nov. 15, 2011 through April 15, 2012; C. If the term expires on April 15, 2013, Contractor will be responsible for providing services from Nov. 15, 2012 through April 15, 2013; If the Owner requests and the Contractor agrees to perform services outside of the service periods set forth above, such services shall otherwise be governed by the terms and conditions of this Agreement . II. Termination. Either party may terminate this Agreement upon 30 days’ prior written notice to the other party. The Owner ’s obligation to pay the Contractor for all fees associated with the services performed up through and including the day of termination or expiration of this Agreement shall survive termination or expiration of this Agreement . III. Scope of Services . A. Snow and Ice Maintenance Program Services. During the term of this Agreement , the Contractor will perform the following snow and ice maintenance program services (the program services ) on the premises at ______________________________________________________________________ (street address, city, county, state, zip code) , hereinafter called the Premises, under the terms and subject to the conditions set forth in this Agreement : 1. The Contractor will clear snow accumulations from driveways, parking spaces, dock areas, fire lanes and walks on the Premises after a 1-inch snow accumulation 2. After the Contractor clears an area of snow on the Premises by plowing or shoveling, the Contractor will apply chemicals to such area. 3. The Contractor will chemically treat snow accumulations of less than one inch. 4. The Contractor will chemically treat icy conditions. 5. The Contractor is not responsible for treating, and will not clear or chemically treat, areas where there is a parked car. The Contractor will, however, make reasonable efforts to clear parking areas between and around parked cars. B. Excavation Services. Excluded from program services will be the trucking of snow from the Premises or within the Premises (e.g., moving snow or stacking snow piles) and the Contractor ’s use of loaders to pile snow during snowstorms of six inches or more or after several successive storms ( excavation services ). To request excavation services , the Owner must specifically request and authorize the Contractor in writing to conduct excavation services . IV. Fees. A. Program Services. The Contractor will perform the program services based upon the fee schedule attached hereto as Exhibit A and made a part hereof by reference. B. Billing. The Contractor will submit invoices to the Owner for the program services and excavation services (collectively, the services ) upon the completion of any services , which are likely to occur more frequently than once a month. All invoices are due within ten days of the date of invoice. If this Owner ’s account is past due, the Contractor may, without notice, suspend its obligation to perform services until the Contractor receives all amounts past due and owing. During the period of such suspension, the Owner agrees and understands that the Contractor will not be liable for any costs or damages, including but not limited to consequential damages to the Owner or any other party that may arise from or be related to such a suspension of services . The Owner agrees to pay all reasonable attorneys’ fees and all other costs incurred by the Contractor to collect past due amounts. V. Independent Contractor Status Contractor is an independent contractor and is not an employee, servant, partner or joint venturer of Owner. Owner shall determine the services to be provided by Contractor , but Contractor shall determine the legal means by which it accomplishes the services in accordance with this Agreement. Owner is not responsible for withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind, unless such withholding becomes legally required. Contractor is not entitled to receive the benefits which employees of Owner are entitled to receive and shall not be entitled to workers compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing, or Social Security on account of its services to Owner . VI. Insurance. Contractor will maintain the following types of insurance: worker’s compensation, complete automotive coverage and general liability. The Contractor will provide the Owner evidence of insurance before commencing services and upon request of the Owner . VII. Turf Repair. In the event that the Contractor damages any turf by snow plowing, the Contractor will re-seed the damaged turf in the spring season during the snow and ice maintenance program season in which the turf damage occurred. VIII. Property Damage. Owner will report, in writing, any property damage caused by the Contractor within 48 hours. The Contractor will repair any timely and properly reported property damage in the spring season during the snow and ice management program season in which the property damage occurred. Notwithstanding anything herein to the contrary, the Contractor will have no obligation, and the Owner waives any damages for any property damage not timely and properly reported within said 48 hour period. IX. Limitation of Liability. Contractor will exercise reasonable care to avoid damage to pavement, curbs, trees and shrubs. However, the Contractor is not responsible for any: A. Damage to landscaping caused by the piling of snow or the spreading of the chemicals described in this Agreement ; B. Damage to items that are snow-covered or not visible; C. Damage caused by equipment when tree, shrub and sidewalk areas are not reasonably delineated due to snow accumulation; D. Personal injuries resulting from slip and fall accidents; and/or E. Acts of God, including but not limited to extraordinary weather conditions. X. Indemnification. Owner shall indemnify, defend and hold harmless the Contractor , its Owner s, employees and subcontractors from and against any and all claims, damages, reasonable attorneys’ fees, costs and expenses which the Contractor incurs as a result of a claim or claims brought by the Owner or any third party, arising out of any wrongdoing, negligence and/or breach of contract by the Owner alleged or otherwise, or any Act of God, including but not limited to extraordinary weather conditions, that is related, in any manner whatsoever, to the Premises or the Owner ’s involvement with the Premises or the services , including but not limited to personal injuries resulting from slip and fall accidents. XI. Certain Owner Obligations. A. Access to Premises. Owner will provide the Contractor with access to the Premises to perform the services . B. Incidents on Premises. For any and all, actual or alleged, incidents resulting in potential or apparent injury or damage, Owner will notify Contractor promptly and assist in obtaining details and information required for the Contractor ’s preparation of a defense. Owner agrees that if Owner fails to promptly notify Contractor and assist Contractor, the Owner will indemnify, defend and hold harmless the Contractor for any and all damages or injuries to persons or property or claims, actions, obligations, liabilities, costs, expenses and fees arising from the incident. C. Authority. Any individual who signs this Agreement on behalf of the Contractor or the Owner represents promises and guarantees that he or she is fully authorized to execute this Agreement on behalf of his or her employer or company. In the case of an agent of the Owner of the Premises , Owner represents promises and guarantees that such agent is fully authorized to execute this Agreement on behalf of the Owner of the Premises . XII. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XIII. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement , or the waiver of any breach of any of the terms and conditions of this Agreement , shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XIV. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. XV. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement . XVI . Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XVII. Entire Agreement This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement . XVIII. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XIX. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XX. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ______________________________ (Name of Contractor) ________________________ By:________________________________ (P rinted name) ________________________________ _________________________ (P rinted name & Office in Corporation) (Signature of Owner) _________________________ (Signature of Officer)