Common use of Term and Conditions Clause in Contracts

Term and Conditions. Beginning on the date of this Agreement, and continuing through November 1, 2023, the Company shall have the authority, but not the obligation, to plow and maintain the Road Section as follows: a. The Company may conduct the initial plowing of snow on the Road Section, which typically occurs in the first two weeks of May of each year, but not prior to May 1 of each year and not prior to the County Road and Bridge Superintendent authorizing said initial snow plowing in writing. b. The Company may conduct maintenance of the Road Section during the spring, summer and fall months, meaning the period between May 1 and November 1, unless that period is otherwise altered by the County pursuant to Sections 1.a. and 1. b of this Agreement. Said maintenance may include the clearing of any mudslide or washouts that may occur during said period of time, and said maintenance shall cease upon a determination by the County that the Road Section shall be closed to vehicular traffic due to snow accumulations, or on November 1 of each year, whichever occurs first. No maintenance activities shall occur during the winter months, meaning the period between November 1 and May 1, unless that period is otherwise altered by the County pursuant to Sections 1.a. and 1.b of this Agreement. During the winter months, the County may also designate the Road Section for over- snow use only for public and/or recreational access, at its discretion, pursuant to House Bill 22-1046. c. The Company may contract with a sub-contractor for snow plowing or other road maintenance permitted pursuant to this Agreement. The Company shall propose the name of the contractor, whether an individual or a corporate entity, and provide information as may be reasonably requested by the County regarding the qualifications and credentials of any proposed sub-contractor. The County Road and Bridge Superintendent, or his authorized designee, may approve or disapprove the use of any contractor or sub-contractor, in which case, no portion of the Company’s rights or obligations under this Agreement may be assumed or performed by such contractor or sub-contractor. However, if the County Road and Bridge Superintendent approves the selected contractor or sub-contractor, the Company may have that contractor or sub-contractor perform work permitted pursuant to this Agreement, including providing indemnity and insurance to the County, as provided in paragraphs 10 and 11 below. If any change to the designated contractor occurs the Company will notify the County Road and Bridge Superintendent in writing within 10 days of the change and will provide such documentation as is required by the County Road and Bridge Superintendent for approvals. The Company will remain responsible for any work performed by the contractor or sub-contractor, and any deficiencies, damages or repairs resulting from work performed by the contractor or sub-contractor. d. The Company shall remove snow from and maintain the Road Section in a safe manner so as to permit 4WD or similar motor vehicles to pass through safely. The Company shall ensure that no snow or other debris is piled in such a manner as to cause traffic hazards or drainage problems on the Road Section or adjacent properties. e. The Road Section may be signed to warn of private summer maintenance with no guarantee of motor vehicle access by the public during road maintenance and will be reopened upon completion of maintenance activities. The County will provide verbiage for the signs to also indicate that the public may access trails and public lands in the area by foot or other means at their own risk. Summer maintenance will be on an “as needed” basis for Company’s use of the road, but may incidentally improve conditions for the traveling public. Summer maintenance may include remediation of mudslides, rock falls, limited grading, and other responses to typical summer weather storm events. Company is not obligated to perform summer maintenance within any specific schedule after a weather event, but may perform such road maintenance as necessary to access the Company’s property. Company shall consult with Superintendent regarding any such remedial work. f. A standard motor grader, bulldozer, snow cat, loader, or other County-approved track-mounted plow shall be used for snow removal and other maintenance. g. Prior to the Company commencing its maintenance operations on the Road Section in May of each year, the Ouray County Road and Bridge Superintendent shall perform an evaluation of the Road Section with a representative from Company to determine the condition of the Road Section as close as practical prior to the commencement of activities by Company under this Agreement. The Road and Bridge Superintendent shall conduct an evaluation of the Road Section with a representative of the Company again in the fall, prior to the Road Section being closed to vehicular traffic, to determine any damage attributable to the Company’s maintenance, or maintenance performed by the Company’s contractor. Thereafter, the Company shall repair, or have repaired, any damage to the Road Section that may be directly attributable to its maintenance operations, such repair to be made to the reasonable satisfaction of the County. The Company shall act affirmatively to repair any such damage it finds to have occurred and shall further repair any damage identified by Road and Bridge Superintendent in order to restore the Road Section to the condition it was in prior to commencing activities authorized by this Agreement. The parties recognize that certain areas of the Road Section may have experienced damage as a result of erosion and inadequate drainage. The Company shall repair any damage identified by the County in a timely fashion after notice by County of the required repairs. An initial determination of damage to the Road Section shall be made by the Road and Bridge Superintendent, who shall give written notice to the Company of damage resulting from the Company’s maintenance operations along with required repairs. In the event that the Company disputes any of the damage or disagrees with the required repairs, the Parties agree to consult with a neutral third party with expertise in road construction and maintenance who shall informally mediate the dispute as a condition precedent to either party filing suit. h. The Company agrees to cooperate with other property owners with road maintenance agreements on CR 20A in accomplishing mutually agreed upon road maintenance. Such cooperation may include cost sharing agreements. The intent of the Parties is to eliminate redundant or inconsistent road work, and eliminate disruption of CR 20A as access for property owners and recreational visitors or users of public lands accessed by CR 20A.

Term and Conditions. Beginning on the date of this Agreement, and continuing through November 1, 20232022, the Company shall have the authority, but not the obligation, to plow and maintain the Road Section as follows: a. The Company may conduct the initial plowing of snow on the Road Section, which typically occurs in the first two weeks of May of each year, but not prior to May 1 of each year and not prior to the County Road and Bridge Superintendent authorizing said initial snow plowing in writingplowing. b. The Company may conduct maintenance of the Road Section during the spring, summer and fall monthsfall, meaning the period between May 1 and November 1, unless that period is otherwise altered by the County pursuant to Sections 1.a. and 1. b of this Agreement. Said maintenance may include including the clearing of any mudslide or washouts that may occur during said period of time, and said . Said maintenance shall cease upon a determination by the County that the Road Section shall be closed to vehicular traffic due to snow accumulations, or on November 1 of each year, whichever occurs first. No maintenance activities shall occur during the winter months, meaning the period between November 1 and May 1, unless that period is otherwise altered by the County pursuant to Sections 1.a. and 1.b of this Agreement. During the winter months, the County may also designate the Road Section for over- snow use only for public and/or recreational access, at its discretion, pursuant to House Bill 22-1046season. c. The Company may contract with a sub-contractor for snow plowing or other road maintenance permitted pursuant to this Agreement. The Company shall propose the name of the contractor, whether an individual or a corporate entity, and provide information as may be reasonably requested by the County regarding the qualifications and credentials of any proposed sub-contractor. The County Road and Bridge SuperintendentSupervisor, or his authorized designee, may approve or disapprove the use of any contractor or sub-contractor, in which case, no portion of the Company’s rights or obligations under this Agreement may be assumed or performed by such contractor or sub-contractor. However, if the County Road and Bridge Superintendent Supervisor approves the selected contractor or sub-contractor, the Company may have that contractor or sub-contractor perform work worked permitted pursuant to this Agreement, including providing indemnity and insurance to the County, as provided in paragraphs 10 and 11 below. If any change to the designated contractor occurs the Company will notify the County Road and Bridge Superintendent Supervisor in writing within 10 days of the change and will provide such documentation as is required by the County Road and Bridge Superintendent Supervisor for approvals. The Company will remain responsible for any work performed by the contractor or sub-contractor, and any deficiencies, damages or repairs resulting from work performed by the contractor or sub-contractor. d. The Company shall remove snow from and maintain the Road Section in a safe manner so as to permit 4WD or similar motor vehicles to pass through safely. The Company shall ensure that no snow or other debris is piled in such a manner as to cause traffic hazards or drainage problems on the Road Section or adjacent properties. e. The Road Section may be signed to warn of private summer maintenance with no guarantee of motor vehicle access by the public during road maintenance and will be reopened upon completion of maintenance activities. The County will provide verbiage for the signs to also indicate that the public may access trails and public lands in the area by foot or other means at their own risk. Summer maintenance will be on an “as needed” basis for Company’s use of the road, but may incidentally improve conditions for the traveling public. Summer maintenance may include remediation of mudslides, rock falls, limited grading, and other responses to typical summer weather storm events. Company is not obligated to perform summer maintenance within any specific schedule after a weather event, but may perform such road maintenance as necessary to access the Company’s property. Company shall consult with Superintendent regarding any such remedial work. f. A standard motor grader, bulldozer, snow cat, loader, or other County-approved track-mounted plow shall be used for snow removal and other maintenance. g. Prior to the Company commencing its maintenance operations on the Road Section in May of each year, the Ouray County Road and Bridge Superintendent Supervisor shall perform an evaluation of the Road Section with a representative from Company to determine the condition of the Road Section as close as practical prior to the commencement of activities by Company under this Agreement. The Road and Bridge Superintendent Supervisor shall conduct an evaluation of the Road Section with a representative of the Company again in the fall, prior to the Road Section being closed to vehicular traffic, to determine any damage attributable to the Company’s maintenance, or maintenance performed by the Company’s contractor. Thereafter, the Company shall repair, or have repaired, any damage to the Road Section that may be directly attributable to its maintenance operations, such repair to be made to the reasonable satisfaction of the County. The Company shall act affirmatively to repair any such damage it finds to have occurred and shall further repair any damage identified by Road and Bridge Superintendent Supervisor in order to restore the Road Section to the condition it was in prior to commencing activities authorized by this Agreement. The parties recognize that certain areas of the Road Section may have experienced damage as a result of erosion and inadequate drainage. The Company shall repair any damage identified by the County in a timely fashion after notice by County of the required repairs. An initial determination of damage to the Road Section shall be made by the Road and Bridge SuperintendentSupervisor, who shall give written notice to the Company of damage resulting from the Company’s maintenance operations along with required repairs. In the event that the Company disputes any of the damage or disagrees with the required repairs, the Parties agree to consult with a neutral third party with expertise in road construction and maintenance who shall informally mediate arbitrate the dispute as a condition precedent to either party filing suitand whose decision shall be final and binding on the Parties. h. The Company agrees to cooperate with other property owners with road maintenance agreements on CR 20A in accomplishing mutually agreed upon road maintenance. Such cooperation may include cost sharing agreements. The intent of the Parties is to eliminate redundant or inconsistent road work, and eliminate disruption of CR 20A as access for property owners and recreational visitors or users of public lands accessed by CR 20A.