It is agreed as follows:

1. Independent Contractor and Term - The Contractor will provide the Hirer with snow and ice maintenance services as an independent contractor in accordance with these terms and conditions. The contract is for the winter season, commencing November 1 and terminating April 30 of the contract year.
2. Standard of Performance - The Contractor will provide the labour, equipment, and materials necessary to perform the work in a good and workmanlike manner, in accordance with the custom and standards of the snow and ice maintenance industry. The objective of the work is to keep the property substantially clear of hazards during the winter season. The Contractor does not warrant or guarantee that the property will be free of all snow or ice at all times, which is not achievable.
3. Commencement of Service - Snow clearing will commence without call upon the accumulation of two centimetres, or one inch, or more of snow on any day of the week, including Saturdays, Sundays, and holidays. All parking lots must be passable by 6:00 a.m. following an overnight snowfall.
   
   3.1. The Contractor will return for city plow-ins and final cleanup from each snowfall.
   3.2. The Hirer is aware that the first visit to the property is to open it up for access. The Contractor will return to complete a thorough cleanup on the second pass. Upon request, the Hirer can be given access to see when the Contractor was on-site completing specific services.
4. Snowfall Defined - A "Snowfall" commences when two centimetres (one inch) or more of snow has accumulated, continues while snow continues to accumulate, and ends when continuous accumulation has ceased for six hours. The Contractor performs its work on a route, completing a first pass for all customers as soon as possible and returning to complete cleanup within 24 hours following the end of the Snowfall. Where the parties cannot agree whether a Snowfall has occurred, the records of Environment Canada for the Ottawa International Airport will govern.
5. Ice Melting - The Contractor will, at its sole discretion, apply ice-melting products (salt, sand, calcium, or equivalent) to the property, monitoring weather conditions in the vicinity and applying the standards of the snow and ice maintenance industry. The application of ice-melting products is included in the contract price. The Hirer acknowledges that ice-melting products will not and cannot result in the immediate or complete removal of ice, and the Contractor gives no guarantee or warranty that any application will eliminate ice in any particular circumstance. The Contractor is not required to apply ice-melting products where they are not commercially and reasonably available.
6. Freezing Rain - Environment Canada does not track freezing rain accumulation by volume or height in the same way it does for rain and snow. As a result, it is very difficult to determine how much freezing rain fell during a contract period. For the purpose of this contract, 1 mm of freezing rain is equal to 1 cm of snow. Freezing rain is calculated as any rain that occurs while the temperature is below 1 degree Celsius on either:
   
   6.1. The day of the rainfall - If it is below 1 degree Celsius on the day of rainfall, the Contractor will have to salt or grit since the rain will likely freeze
   6.2. The day before the rainfall - If it was freezing before a rainfall, the Contractor will pre-salt the property in anticipation of rain, knowing that pavement takes longer to warm up than the air.
   6.3. The day after the rainfall - If temperatures drop below freezing after rainfall, the Contractor will salt or grit the property as the wet pavement could become icy.
7. Records - The Contractor will keep a daily record of precipitation and rainfall, including a calculation column indicating whether rainfall counts as freezing rain; this record is available upon request. The Contractor will also keep per-event records of its attendances, which may include dates and start and end times of service. Historical weather data is taken from the Environment Canada weather office at the Ottawa International Airport: Click Here for Monthly Data
8. Contract Price, Snowfall Cap and Overages - The contract price is all-inclusive up to the snowfall cap set out in the “Contract Information” section of your proposal. Total snowfall accumulation is defined as the total snowfall accumulation in centimetres, plus total precipitation calculated as set out in Section 6, for the months of November through April, as recorded by Environment Canada at the Ottawa International Airport. Once the snowfall cap has been reached, the additional cost per centimetre is calculated based on the contract price divided by the overage limit set out in the “Contract Information” section of your proposal (in centimetres), multiplied by the number of additional centimetres.
9. Payment - The Hirer will pay the contract price plus HST in monthly installments as set out in the “Payment Schedule”. Payments may be made by cheque or e-transfer. Any invoice overdue more than 30 days is subject to a finance charge of 1.5% per month (18% per annum). NSF payments (cheque or credit card) are subject to a $25 fee. Any invoice more than 45 days overdue will result in cancellation of the contract until the outstanding balance is paid in full. In addition, if the Hirer defaults on any installment or invoice and the default continues for five days after the Contractor gives written notice, the Contractor may suspend all services without further notice, in which case the Hirer assumes sole responsibility to monitor and manage the condition of the property.
10. Off-Site Removal and Relocation - Off-site snow removal and relocation of stockpiled snow are not included in the contract price. They can be provided at an additional charge per load as set out in the “Contract Information” section of your proposal, with a minimum of four loads or four hours for equipment rental, at the discretion of the Hirer. The Contractor will advise the Hirer if, in the Contractor's opinion, off-site removal or relocation should be performed; if the Hirer does not approve it, the Contractor will not be responsible for losses or damage that removal or relocation would have prevented.
11. Extra Work - The Hirer may request additional work in writing. The Contractor will not unreasonably withhold its agreement to perform it, and extra work is charged at the rates set out in the “Contract Information” section of your proposal or as otherwise agreed in writing.
12. Reasonably Foreseeable Damage - The Contractor will, at its expense, restore damage to the Hirer's property caused by the Contractor in performing the work that was not reasonably foreseeable. The Hirer acknowledges that some damage is reasonably foreseeable as a consequence of the work, including damage to concrete, asphalt, sod, grass, and planting materials from the application of ice-melting products, and surface damage to curbs and asphalt from the clearing and chipping of snow and ice. The Contractor is not responsible for any salt damage to the Hirer's lawn.
13. Movable Objects - The Hirer will not place or leave any movable objects, such as garbage cans, cords, or similar items, in the area where snow plowing service is to be performed. The Contractor will not be held responsible for damage to any movable objects.
14. Insurance - The Contractor is fully insured for public liability, bodily injury, and property damage insurance, and will provide evidence of coverage upon request. The Contractor and its employees are covered by Workers' Compensation under the applicable legislation.
15. Indemnity - The Contractor will indemnify and hold harmless the Hirer, its agents, and employees against any claim for bodily injury, death, or destruction of tangible property to the extent caused by the negligence or breach of this contract by the Contractor, or by anyone for whom the Contractor is responsible in law, provided the Contractor is given written notice of the claim within a reasonable time and in any event within 48 hours after the Hirer first learns of the circumstances of the claim. The Hirer waives any right to be indemnified by the Contractor for, and will indemnify and hold harmless the Contractor, its agents, and employees against, any other claim, including any claim not caused by the Contractor's negligence or breach of this contract.
16. Responsibility for the Property - The Hirer acknowledges that it has physical possession of, is responsible for, and has control over the condition of the property, and that it retains sole responsibility to engage a reasonable and effective system to monitor the property and determine whether additional measures are required.
17. Injury Claim Notices - If the Hirer receives any notice of a claim for personal injury caused by snow or ice — including any notice under section 6.1 of the Occupiers' Liability Act (Ontario) — the Hirer will deliver a copy to the Contractor as soon as possible, and in any event within 48 hours of receipt. Both parties will preserve records relevant to any such claim.
18. Delay - If the Contractor is delayed by vehicles, structures, or equipment on the property, by an act or omission of the Hirer, by a by-law or stop-work order not caused by the Contractor, by labour disputes, lockouts, fire, or by any other circumstance reasonably beyond the Contractor's control, including extremely heavy winter conditions, the time for performance is extended until the Contractor is no longer delayed, and the Contractor is not responsible for losses caused by the delay. If, during an attendance, the Contractor cannot perform work in an area because of vehicles, structures, or equipment, the Contractor is not required to perform work in that area until its next attendance.
19. Site Map and Inspections - The Hirer will provide the Contractor with a site map showing where snow is to be stockpiled, where salt boxes (if applicable) should be placed, priority areas, and known hazards. Before the season, the contractor will inspect the property and document pre-existing hazards that the Hirer should repair (such as broken curbs, potholes, and clogged downspouts).
20. Gravel Lots - To avoid damage, the Contractor will not clear gravel parking lots at the beginning of the season until a base has been created. The Contractor may also skip gravel parking lots if milder temperatures are forecasted.
21. Default and Termination - If either party fails to perform its obligations under this contract to a substantial degree, the other may give written notice of the default, and the party in default will have five business days to correct it. If the Contractor fails to correct a default within that time, the Hirer may correct it and deduct the reasonable cost from amounts owing, or terminate this contract, in which case the Contractor is entitled to payment for the value of all work performed to the date of termination.
22. Assignment and Subcontracting - The Contractor may subcontract portions of the work but remains responsible for work performed by its subcontractors. Neither party may assign this contract without the other's written consent, which will not be unreasonably withheld.
23. General - This contract is the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements, and may be amended only in writing signed by both parties. If any provision is held to be unenforceable, the remaining provisions continue in full force. This contract is governed by the laws of the Province of Ontario.