Snowmobile Trail Maintenance Contract

Snowmobile Trail Maintenance Contract – Grooming Services

Contract made on the , between a corporation organized and existing under the laws of the state of , with its principal office located at referred to herein as Contractor, and a corporation organized and existing under the laws of the state of , with its principal office located at referred to herein as Owner.

For and in consideration of the mutual covenants contained in this Contract, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Contractor agrees to groom and maintain the following section of the Owner’s Trail System, hereinafter called the Trail. The Trail consists of miles as show on the Plat attached hereto as Exhibit A incorporated herein by reference. The equipment to be used by Contractor is described in Exhibit B incorporated herein by reference. All trail maintenance is to be done on an as needed basis to keep the trails in good snowmobiling condition with emphasis upon peak use areas and peak time period of use.

2. This Contract shall commence on the and terminate on the , unless automatically renewed on terminated due to a breach by Contractor.

3. This Contract shall automatically renew each year, unless:

A. Modified by a subsequent contract,

B. Contractor ceases doing business, or

C. Either Owner or Contractor notifies the other, in writing, by ordinary mail, on or before December 1 of the upcoming snowmobile season of its intention not to renew the contract or upon termination by either party for breach of this Contract.

4. It is understood and agreed winter grooming shall commence as soon as sufficient snow provides. Contractor agrees to groom subject trails at least once per week, or if Trail use may demand, more frequent grooming if the snow conditions warrant it. Contractor further agrees to remove all litter encountered during dragging and grooming operations. The minimum width to be groomed shall be eight feet (8) and maximum width to be groomed shall be twelve feet (12). It is further understood and agreed that in the event adverse weather conditions prevail where said conditions may cause a hazard to said Contractor, where it is unsafe or impossible to move equipment, this does not constitute a written notice of unsatisfactory performance, but said Contractor must groom said trails as soon as weather conditions warrant it Contractor agrees to erect, replace and maintain all signs necessary to comply with Statutes, the Administrative Code and regulations and guidelines promulgated by the .

5. Spring Maintenance. Contractor agrees to:

Remove all signs in the (applicable location and area) and all signs on private land where they may interfere with land use, at the end of the snowmobile season and no later than April 15 of each spring; and maintain and repair all gates on private lands pertaining to snowmobile trails only; and make sure all gates are closed after the snowmobile season and all litter is removed by April 15.

6. Summer and Fall Maintenance.

A. Contractor agrees to perform all brushing, mowing, dragging, litter removal, clean up of windfalls, bulldozing or trail leveling necessary during the summer and fall season to prepare the trail to meet the specifications established by the in order to qualify the trail for winter use except that mowing, bulldozing, and or culvert replacement shall be the responsibility of the Owner.

B. Contractor also agrees to relocate portions of the Trail system as may be necessary in order to maintain a continuous trail system and to do same in a manner so as to comply with rules and regulations for trail development as established by the and Maintain all bridges constructed along the trail system specifically for snowmobiling in a safe condition and in accordance with all rules and regulations of the Department of Natural Resources and .

C. Owner retains the right to close the trail to any and all snowmobile use if the Owner determines conditions are not suitable for snowmobiling. The Owner shall notify the Contractor when the trail is closed to snowmobiling. The Contractor shall suspend all grooming operations during any closures. The Contractor agrees to obtain all land use Contracts with private landowners upon lands which the snowmobile trails crosses and to provide the Owner with a signed statement by December 1 of each year certifying that all written or verbal land use Contracts have been obtained and are in force.

7. Period of Contract. This Contract shall be in full force and effect commencing the 1st day of July, 20____, and ending the 30th day of June, 20_____, subject to the right of the Owner to terminate as hereinafter provided.

8. Termination of Contract. It is further understood and agreed that the Owner has the right to terminate this Contract at any time, provided that performance of Trail maintenance is unsatisfactory to the Land, Forest, Lakes, Parks and Conservation Committee; provided further, that this Contract may not be terminated before at least two written notices of unsatisfactory performance of trail maintenance is given Contractor which notice, or notices, shall notify Contractor that his performance has been unsatisfactory. It is further understood after a written notice has been issued, said Contractor and Committee shall meet within 48 hours to negotiate grievances. It is further understood if said Contract is terminated, said Contractor shall submit a request for payment for all services performed prior to the date of termination of this Contract.

9. Payment Provisions. The Contractor shall be paid according to the schedule attached hereto known as Appendix A, which are the accordingly, the rates may change during any time of this Contract depending upon the state payment. The Contractor may request periodic payment and the payment will be made by the Owner based upon the proper submission of billings and invoices. The Owner may request billings be submitted on specific forms it provides.

The Contractor agrees to maintain an adequate set of records for the Owner so the Owner may verify the work and times performed. It is understood arid agreed that the rate set forth on Appendix A will vary from season to season to correspond to current reimbursement rates for labor and equipment as established by the The Contractor shall be bound to receive any and all funds as approved and made available by the State of for trail maintenance except as follows:

A. Owner may withhold the dollar amount necessary to purchase Owner liability insurance for the snowmobile trails.

B. Owner may elect to retain up to of the funds made available by the State to cover administrative and trail maintenance expenses the Owner incurs. The Owner’s obligation to Contractor is limited solely to the amount of monies eligible to be received from the State of for snowmobile trail maintenance except and the dollar amount required to purchase Owner liability insurance for the snowmobile trails.

C. The Contractor agrees that in the event any payment made to them is disallowed for reimbursement by the to the Owner that the Contractor will in turn reimburse the Owner for said amount.

10. Property Damage

Contractor shall exercise all due diligence and take all reasonable and necessary precautions to prevent any damage to Owner’s property or injury to any individual within Owner’s property that the Contractor is involved with in the maintenance of the Owner’s snowmobile trails. The Contractor shall repair any damage done to the Owner’s property. Any damage caused by this Contractor during the performance of the work, whether intentional or not, shall be repaired at no cost to the Owner. This also includes any damage done to the adjacent property, if any. All property damage is to be repaired no later than the 1st day of May of the following year.

11. Insurance

Contractor shall not commence work under this contract until he has obtained at his expense all insurance required. Contractor shall carry the following liability insurance with the minimum amounts as stated.

A. General liability:

1. General Aggregate - $.

2. Bodily injury: $ on each person $ on each accident;

B. Property Damage: $ on each accident;

C. Medical Expenses: $.

Certificates for the liability insurance shall contain a written provision that the policies will not be canceled or in any way reduced or changed in coverage without giving 15 days prior notice to the Owner by registered mail. No work shall be started on the contract until insurance policies have been filed and approved. In addition to liability insurance, the Contractor shall maintain collision and comprehensive insurance coverage.

12. Liability and Independent Contractor Status

A. It is further understood and agreed that both parties to this contract acknowledge that all work done pursuant to this contract by Contractor is done so by him as an independent Contractor and not as an employee of the Owner. The Owner does not have any authority to direct the hours of work nor to direct who is to work, or where or when; it is hereby further acknowledged by both parties hereto that the Owner shall not be liable in any way for workmen’s compensation or unemployment Insurance or for vacation, vacation pay, or social security. It is further acknowledged by both parties hereto that the Owner shall not be liable for damages sustained as a result of any claims arising from the Contractor’s operation or any of its employees while they are performing work under this Contract or the Owner shall not be liable for damage to property, whether private or public, done by Contractor while maintaining trails under the Contract.

B. Contractor agrees to hold the Owner harmless from any and all claims that may arise due to the negligence of any agents or employees of the Contractor while engaged in this snowmobile trail maintenance Contract or with respect to any property damaged.

13. Severability

The invalidity of any portion of this Contract will not and shall not be deemed to affect the validity of any other provision. If any provision of this Contract 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.

14. No Waiver

The failure of either party to this Contract to insist upon the performance of any of the terms and conditions of this Contract, or the waiver of any breach of any of the terms and conditions of this Contract, 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.

15. Governing Law

This Contract shall be governed by, construed, and enforced in accordance with the laws of the State of .

16. Notices

Any notice provided for or concerning this Contract 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 Contract.

17. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Contract, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

18. Mandatory Arbitration

Any dispute under this Contract 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.

19. Entire Contract

This Contract shall constitute the entire Contract between the parties and any prior understanding or representation of any kind preceding the date of this Contract shall not be binding upon either party except to the extent incorporated in this Contract.

20. Modification of Contract

Any modification of this Contract or additional obligation assumed by either party in connection with this Contract shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

21. Assignment of Rights

The rights of each party under this Contract 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.

22. 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