SNOW & ICE MANAGEMENT TERMS AND CONDITIONS

Effective for the 2026-27 snow season. These Terms and Conditions are incorporated into, and form part of, the RainMaster Lawn Systems Snow & Ice Management Agreement signed by Client. Sections 1 through 3 (term, scope of work, pricing and payment) are set out in the signed Agreement.

4. Service Declines

Client understands that Contractor is allocating personnel, materials, and equipment to fulfill the terms of this agreement based off the level of service and scope of work agreed upon. If client declines service or requests a reduced level of service to be anything less than the original agreement - Contractor will invoice client 50% of the lost potential revenue that would have been invoiced based on the Certified Storm Total and summary of each event. Client agrees that this amount represents a reasonable estimate of the anticipated damages Contractor would suffer in the event of Client declining services.

5. Administrative Requests

Requested documentation not specified in original contract terms will be invoiced accordingly at $75/hour with a 4 hour minimum to client to cover administrative resources to compile and prepare requested documentation.

6. Contract Revisions

Client understands that any contract revisions may take up to 4 weeks to implement throughout our office and operations teams. Revisions will not be implemented during the winter season if there is any snow activity in the 10 day forecast. An updated contract must be fully executed at least 5 days before the next snow event to implement any revisions. Client will be invoiced a $500 administrative fee for any contract revisions made between November 1st - April 15th.

7. Termination

Either party may terminate this Agreement; (i) pursuant to Paragraph 1 hereof,

(ii) the other party breaches a material term of this Agreement, and such breach is not cured within thirty (30) days after written notice of the breach is issued to the breaching party or recurs at any time after it is initially cured.

(iii) Upon either party's notice of termination, all outstanding invoices and accrued interest shall become immediately due and payable. In addition, Client's notice of termination shall be invalid unless accompanied by payment of all outstanding invoices and accrued interest due to date of the notice of termination.

(iv) If Client terminates this Contract before its expiration other than as a result of a breach by Contractor, or if Contractor terminate this Contract as a result of a breach by Client (including nonpayment), Client shall pay Contractor a ($5,000.00) termination fee, in addition to amounts already owing under this Contract, including any balance of annual retainer fee.

(v) Bankruptcy or Insolvency. Upon the filing of a petition in bankruptcy, insolvency or reorganization against or by Client, or Client becoming subject to a composition for creditors, or Client going into receivership or otherwise becoming insolvent, this Agreement may be immediately terminated by Contractor by giving written notice of termination to Client.

(vi) Additionally, in the event that a multi-year, fixed season rate snow removal contract is terminate prematurely by Client, Contractor shall be entitled to compensation to make whole for any losses sustained during the contract period. That accounting will be performed by determining the billable amount if the work would have been performed on a 'Per Inch' basis. Client also agrees to compensate Contractor for lost future revenue during the remainder of the contract term that was prematurely ended by Client. Payments shall be due upon 30 days of termination, and be subject to 1.5% per month from the date which is 30 days from the date such payment is due.

8. Limitation of Liability

Contractor will use commercially reasonable efforts to perform its obligations hereunder. Client understands Contractor is not liable for (a) any damage caused by the piling of snow or the spreading of salt or ice melt; (b) damage to sidewalks, asphalt parking lots and/or speed bumps, including but not limited to cosmetic scrapes on driveways or sidewalks; (c) damage to items that are snow-covered or not visible; (d) damage to obstacles that protrude from the surface of the pavement such as water shut offs, electrical boxes, sewer vents, and other obstacles within 10" of the pavement; (e) damage to surfaces that were already defective, deteriorated, weakened, heaved, or installed improperly; (f) damage caused by equipment when trees, shrubs, grass, and sidewalk areas are not reasonably delineated due to snow accumulation; (g) damage to driveways, sidewalks, pavers or other paved surfaces resulting from snow pile and/or treatment with deicing materials; (h) movement and regrading of gravel; (i) personal injuries to any of Client's principals, employees, agents, business invitees or anyone else legally using the Premises; and/or (j) Acts of God, including but not limited to extraordinary weather conditions. Further, Client acknowledges that concrete will crack and spall under the ordinary stress of freezing and thawing, and that cracked or spalled concrete is not the responsibility of Contractor during driveway or sidewalk snow removal or de-icing treatments. Contractor shall not be held liable for any injuries or damages relating to activities that occur prior to the trigger depth being reached.

Contractor's total liability for any losses, damages, and expenses of any type whatsoever incurred by Client or any of Client's guests, tenants, or invitees in connection with or resulting from Contractor's services under this Contract (“Losses”), which are caused by wrongful acts or omissions of Contractor, shall be limited solely to proven direct and actual damages in an aggregate amount not to exceed the amounts actually paid to Contractor hereunder. In no event will Contractor be liable for special, indirect, incidental or consequential damages, irrespective of the form or cause of action, in contract, tort or otherwise, whether or not the possibility of such damages has been disclosed to Contractor in advance or could have reasonably been foreseen by Contractor.

9. Damage Repairs

a. If Contractor provides staking of the Site, Contractor shall be responsible for items that are damaged by Contractor that have been staked and shall repair, replace, or credit Client for such damage, where such damage did not exist prior to the Contractor performing services.

b. Client must inform Contractor in writing of such damage within 48 hour of the occurrence of such damage. Failure to report damages within 48 hours constitutes a waiver of Clients' claim and the Contractor shall be released from any liability relating to such damage.

c. If Client informs Contractor of any such damage, Contractor shall have 45 business days, or by June 1st, whichever is later, weather permitting, to initiate appropriate repairs or arrange for a third party to make the appropriate repairs. Provided, however, if Contractor and Client mutually agree, in writing, Client shall make the appropriate repairs or arrange for a third party to make the repairs, then, unless Client provides Contractor a binding estimate for completion of those repairs and Contractor approves the estimate at least 10 business days prior to commencement of the repairs, such repairs will be made at Client's sole expense. If Client approves the estimate, any costs in excess of the estimate will be solely the responsibility of the client.

d. In the event that concrete curbs are chipped, and Contractor accepts responsibility, mortar patches shall be deemed acceptable for repair of the curbs.

e. In the event that Client instructs Contractor to specifically perform a task that causes damage to the premises, Client shall be solely responsible for such damage.

f. In the event that Client instructs Contractor to utilize Client's in house equipment to perform services, Client accepts all responsibility for repair and maintenance of that equipment unless other agreement has been made in writing.

10. Indemnification

Client shall indemnify, defend, and hold harmless Contractor, and its officers, employees, directors, representatives and agents (each, an "Indemnified Party"), from and against any and all claims, losses, fines, liabilities, damages, costs or expenses (including interest penalties and attorney's fees) ("Damages") suffered, sustained, incurred, or required to be paid by any such Indemnified Party due to, based upon, arising out of, in connection with, or otherwise in respect of: (i) the performance of the services contemplated hereby or otherwise as a result of any acts or omissions by Client, its employees, agents, representatives and clients, (ii) failure by Client to perform its obligations under this Agreement, or (iii) enforcement of this paragraph. This paragraph shall survive the termination of this Contract.

11. Obligation of Client

a. Access to the Premises. Client will provide Contractor with access to the Premises to perform the services. In the event keycards, security codes, or like items are needed to access the Premises, Client will provide such items upon execution of this Contract and update said items as necessary. If access to the Premises is not available and Contractor is therefore unable to perform necessary services, Client shall defend, indemnify, and hold Contractor harmless from any and all claims or actions that arise as a result of Client's failure to provide access to the Premises to Contractor. Further, if the Contractor is denied access to perform services, Client will still be responsible for payment for services that would have been performed by Contractor since equipment, time, and labor have been allocated to fulfill the contract terms.

b. Storage of Materials and Equipment. Client shall allow Contractor to store deicing materials and equipment on the premises to facilitate timely service and response. In the event deicing materials are stored on site, a tarp will be placed over top of them.

c. Authority of Client's Personnel. Client agrees that any of its' personnel, including but not limited to employees, managers, representatives, or technicians, who may come in contact with Contractor's personnel; have the authority to provide instruction to Contractor, authorize additional services beyond the scope of work that may result in additional charges, and / or decline services that are part of the scope of work. Client is responsible for reviewing this agreement with its' staff members prior to each winter season.

d. Incidents on Premises. For any and all, actual or alleged, incidents resulting in potential or apparent injury or damage, the Client will notify the Contractor immediately upon their knowing and assist in obtaining details and information required for the Contractor's preparation of a defense. This includes the review of any security camera footage possessed by the Client, building owner, and/or tenant. The Client agrees that if the Client fails to so promptly notify and assist, the Client 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.

12. Conditions of Premises; Limitation of Services

a. "Zero Tolerance" - A common term that is used in the snow & ice management industry that is not realistic or reasonable property condition (also referred to as a "Slip Free Environment or Slip Free Condition". Client understands it is impossible to achieve bare and wet pavement at all times under all conditions. True "zero tolerance" is an unrealistic expectation, as is a snow-free environment. Those tasked with snow and ice management on any given site with a zero-tolerance parameter should strive to achieve "bare and wet" conditions on pavement and sidewalk surfaces. There is no set "trigger depth" for starting services when zero tolerance is specified and it is normally expected that service providers will start servicing with a pretreatment, and continue service as the snowfall begins, and throughout the snow event.

b. Client understands and agrees that Contractor is unable to, and therefore not responsible for, clearing snow and ice from between parked vehicles as well as within 3' of any obstacles, including vehicles, in the work area.

c. Client understands that plowing or deicing of a particular location will not clear the area to bare pavement and that slippery conditions may exist even after plowing or deicing application. Client understand that Contractor assumes no liability for this naturally occurring condition and Client agrees to defend and hold harmless the Contractor for any and all damage, suits, actions or losses that may arise as a result of this naturally occurring condition.

d. If sidewalk snow removal is selected as an option: Client understand that sidewalk crews may not work safely if temperature and wind conditions combine to make Wind Chill factors below Zero (0) degrees Fahrenheit. Contractor reserves the right to stop working in these severe conditions, without penalty, to avoid endangering Contractor's employees.

e. If sidewalk snow removal is not performed by Contractor, Contractor shall not be responsible for slippery conditions on or within 5' of pedestrian areas that Client is responsible for.

f. When 'curb to curb' snow removal is requested, Contractor will use commercially reasonable efforts to get close to the curbs, but not damage them. Therefore, Client understands and agrees that the lot may not have 100% finished look curb to curb. Additionally, Contractor will not be responsible for damage to curbs when attempting to accomplish 'curb to curb' level of service.

g. An accumulation of ice, sleet, and or freezing rain greater than 0.1" constitutes an "ice event". Ice events are extremely difficult to manage due to the type of precipitation and freezing temperatures. Client acknowledges that in some circumstances, multiple deicing applications will be necessary. Client also acknowledges that in some other circumstances, no amount of deicer can feasibly achieve safe and passable conditions. During an ice event under a seasonal contract, all deicing application after the first application are invoice on a 'per application' basis. All plowing operations are performed on a 'per inch' basis, where 1/10" of ice = 1" of accumulation, regardless of the pricing structure chosen by Client. In the event ice scrapers, picks, hoes, jackhammers, etc. are required to remove accumulated ice, Contractor shall not be responsible for any damage to paved surfaces caused by those tools.

h. A storm which contains large amounts of snow or blowing snow, with winds in excess of 35 mph and visibilities of less than 1/4 mile for an extended period of time (at least 3 hours) is defined as a blizzard by most meteorologists. During these events, main passageways will be kept open during event, while detail work will be saved until the end of the event. If the rate of snowfall is greater than 2"-3" per hour, it may not be feasible for Contractor to service the property every 2"-3" as typically performed. These storms also often create severe drifting of snow on properties. These are circumstances above and beyond the standard plowing included in the scope of work, as these events require equipment larger than standard plow trucks to feasibly move the large quantities of snow. Client acknowledges that additional charges may apply to handle the increased workload of these conditions.

i. Contractor will not at any time provide safety evaluation, inspection, or consulting services under this Contract for the benefit of Client or any third party, and Client shall not rely on Contractor to provide such safety-related services at any time. Further, Contractor will not at any time provide representations, warranties, or assurances as to the safety of any site or service area with respect to period before, during, or after performance of services, and Client shall not rely on Contractor to provide such assurances at any time.

j. If a parking garage is part of the property, Client understands that the Contractor, nor its' employees or representatives; are qualified to determine how much snow the top deck can support. Contractor advises Client to always remove all snow on the top of any parking deck. In the event that Client chooses to leave snow, or instructs Contractor to pile it in any areas of the top deck, Client accepts full responsibility for their instructions.

k. In the event that Client requests additional services above and beyond the scope of work outlined in this Contract, Contractor shall commence those services as soon as practicable following the parties' agreement on the terms and conditions for provision of such additional services. Contractor assumes no liability for damages or injuries that occur during these situations, as Contractor did not have time to properly survey and plan for the work.

l. Services of Contractor are deemed to be satisfactory unless Client notifies Contractor of a problem within 24 hours of the services being performed.

m. Contractor reserves the right to utilize service providers to assist in the performance of the contract. In the event that Service providers are utilized, all communications are to go between Client and Contractor. All service providers employed by Contractor have provided proof of insurance and have signed a non-compete agreement.

n. Client understand that concrete less than 5 years old is highly susceptible to spalling, especially if it has not been sealed, finished, or cured properly. Contractor recommends that Client should consult with a concrete sealing company if they have newer concrete that they are concerned about.

o. Client understands that Contractor will make a good faith effort to maintain proper insurance. In the event that insurance becomes unavailable or cost prohibitive, Contractor will provide Client with notice in writing. Contractor shall not be obligated to perform any further services until insurance is readily available.

p. Contractor will not be responsible for refreeze due to drainage or defective down spouts, roof, balconies, awnings, canopies or any other refreezing events after the initial services have been rendered.

q. If Client declines to have the Contractor apply the Services to any portion of the Premises, the Client acknowledges that the Contractor is not responsible for any damages or claims whatsoever relating to or caused, in whole or in part, by the failure to apply the Services to the Premises in any particular circumstance.

13. Notices

All notices required hereunder shall be deemed to have been duly given when delivered personally, via email with a delivery receipt, or by overnight courier with a receipt obtained therefore to the address of the party set forth above, or to such other address as either party may furnish to the other in writing in accordance with this Section.

14. Fuel & Salt Cost Volatility

Pricing may be subject to change throughout the term of this Contract due to the volatility in the fuel and salt market. Contractor will have the opportunity to re-visit pricing annually with the Client in good faith if pricing of fuel or salt increase by 5% over prevailing local costs on or after November 1st of each snow season. In the event fuel or salt prices increase by 15% or more between November 1st and April 15th of each snow season, the Contractor will have the right to adjust pricing immediately to recover the additional cost.

15. Salt and Deicer Availability

Contractor strives to stockpile enough salt and deicer to service multiple back to back snow events without needing to restock. However, in the event of a large scale salt shortage, Government entities have the ability to seize incoming barges of salt, thus preventing private contractors from accessing material that was previously allocated for them. In these circumstances, Contractor will keep Client informed and provide options for consideration.

16. Force Majeure

Contractor shall not be liable for any failure of or delay in the performance of this Contract for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, inability to obtain resources, embargoes, government orders or any other force majeure event.

17. Miscellaneous

a. Authority. The individuals executing this Contract on behalf of each of the parties represents and warrants that he or she is fully authorized to execute this Contract on behalf of such party and has the power and authority to bind such party to the terms and conditions of this Contract.

b. Severability. If any provision of this Contract shall be found to be invalid, inoperative, or unenforceable in law or equity, such finding shall not affect the validity of any other provisions of this Contract, which shall be construed, reformed, and enforced to effect the purpose of this Contract to the fullest extent permitted by law.

c. Standards and Terms. Upon Client's request, Contractor shall provide to Client a document providing the industry's best practices and definitions of commonly used terms.

d. Arbitration. Any dispute, controversy, or claim arising out of or relating to this Contract or the breach thereof, the work performed by Contractor for you, and/or any commission or omission by Contractor, shall be submitted to and determined by arbitration before a single arbitrator pursuant to the Commercial Rules of the American Arbitration Association. The arbitration shall be held at the American Arbitration Association office closest to the site at which Contractor performed the underlying services for you. The arbitration award shall be final and binding. Judgment on the award may be entered in any Court having competent jurisdiction thereof.

e. Other. This Contract: (a) shall be governed by and construed under the laws of Wisconsin, without application of principles of conflicts of laws; (b) shall constitute the entire agreement of the parties with respect to the subject matter hereof, superseding all prior oral and written proposals, negotiations, representations, understandings, courses of dealing, contracts and the like between the parties; (c) the parties acknowledge and agree that they had the opportunity to consult with counsel prior to executing this Contract, that it was jointly prepared, and it shall not be read against one party or the other; (d) this Contract may be amended, modified, or terminated, and any right under this Contract may be waived in whole or in part, only by a writing signed by both parties; (e) the headings in the Contract are for convenience only and do not form part, and shall not be used in construction, of Contract; (f) shall bind and inure to the benefit of the parties and their respective legal representatives, successors and assigns; and (g) is not intended to be for the benefit of any person not party to this contract.