OURAY Environmental Services, LLC

Subcontractor Authorization to Begin Work Terms and Conditions

  1. If Ouray Environmental Services, LLC and Subcontractor have entered into a “Subcontractor Agreement for Emergency Response Services.” That agreement is incorporated in its entirety herein by reference.

  2. Subcontractor shall furnish the labor, equipment, materials, tools, supervision, and services required to perform the Work described in the Work Authorization and at the direction of Ouray Environmental Services, LLC. Subcontractor shall comply with all Federal, State, and Local laws, rules, and regulations governing the Work. Subcontractor agrees to perform the Work in accordance with the rates set forth in the “Subcontractor Agreement for Emergency Response Services.” or if there is no signed Agreement, the Subcontractor will provide their most up-to-date rate sheet.

  3. Subcontractor’s response team leader must contact the Ouray Environmental Services, LLC project manager by telephone both as the response team departs their equipment location and immediately upon arrival at the project site and then routinely thereafter on a time schedule established by the Ouray Environmental Services, LLC project manager. The initial arrival call shall inform the project manager of existing site conditions and any unforeseen personnel or equipment requirements. Personnel and equipment authorized for this project are identified in the Work Authorization. Any changes to the personnel and equipment levels authorized in the Work Authorization must be specifically approved in writing by the Ouray Environmental Services, LLC project manager prior to implementation.

  4. Subcontractor shall respond from the geographic location designated by Ouray Environmental Services, LLC in the Work Authorization. Any personnel or equipment mobilized from any location other than that designated shall have specific prior approval of Ouray Environmental Services, LLC or shall be invoiced as if mobilized from the initial geographic response location designated by Ouray Environmental Services, LLC.

  5. Subcontractor shall provide Ouray Environmental Services, LLC with all such documentation indicated in the Work Authorization. Field notes and captioned photographs must clearly identify and document the root cause of the incident. For example, the Subcontractor may indicate in writing “nail on pallet punctured the bottom of container causing the contents to leak out” and provide photographic evidence supporting the cause of the leak. 

  6. Invoices received by Ouray Environmental Services, LLC more than forty-five (45) days after either the end of each month or completion of a response will only be paid to the extent such invoices can be included in Ouray Environmental Services, LLC’s invoice to its Client. Invoices will not be processed for payment until the Ouray Environmental Services, LLC project manager has received all the required supporting documentation. Each invoice and all supporting documentation submitted by the Subcontractor must be a complete, stand-alone package and must reference the Ouray Environmental Services, LLC Purchase Order Number listed in the Work Authorization. 

  7. Subcontractor shall reference both the Ouray Environmental Services, LLC Purchase Order Number and the physical address or the location of the project site on all field notes, waste profiles, waste disposal documents, analytical reports, shipping tickets, manifests, and bills of lading. Ouray Environmental Services, LLC will provide the Subcontractor with the waste generator information necessary to complete all documents. 

  8. Ouray Environmental Services, LLC shall provide the best available site-specific information regarding its requirements for the Work and shall communicate in a timely manner to the Subcontractor any new information which becomes available or any change in services requested. Ouray Environmental Services, LLC shall communicate to the Subcontractor any special hazards or risks involved in the Work of which it becomes aware. Ouray Environmental Services, LLC’s duty to inform Subcontractor of known hazards or risks shall not relieve Subcontractor of its independent obligations and duties to perform in accordance with all applicable Federal, State or Local laws, rules, and regulations. 

  9. The performance of emergency response services is, by its very nature, inherently dangerous and may involve exposure to reactive, flammable, volatile, or otherwise hazardous substances or wastes.  In recognition of this, while its employees or subcontractors are on the site of the emergency incident Subcontractor shall maintain strict discipline and perform all Services in strict compliance with all applicable Federal, State, and Local laws, rules, and regulations, including, without limitation, the requirements of the Fair Labor Standards Act, the Occupational Safety and Health Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act and the Hazardous Materials Transportation Act. 

  10. Subcontractor warrants that its conduct of Services of the Work will conform to the standards of care, skill, and diligence normally observed by professionals in the performance of similar Services as of the time Subcontractor provides such Services.  Subcontractor agrees to make, at its own expense, all repairs, and replacements required by the failure of materials, mishandling of product, or negligent workmanship supplied by Subcontractor which becomes evident within one (1) year after the date of completion of the Services.

  11. Subcontractor shall erect and properly maintain, as required by the conditions and progress of the Services, all necessary safeguards for the protection of its employees and the public.  Subcontractor shall furnish Ouray Environmental Services, LLC such evidence of compliance as Ouray Environmental Services, LLC may from time to time reasonably require.

  12. Subcontractor acknowledges and agrees that Ouray Environmental Services, LLC, at its sole discretion, may expand, modify and/or discontinue Subcontractor’s services as requested and described in the Work Authorization. However, in the case of discontinuance, Ouray Environmental Services, LLC acknowledges and agrees that appropriate demobilization charges may still apply. 

  13. Regardless of the information provided by Ouray Environmental Services, LLC, Subcontractor shall take necessary precautions for the safety of its employees and shall comply with all applicable provisions of Federal, State and Local laws, rules and regulations. 

  14. Subcontractor shall immediately, or as soon as possible, report to Ouray Environmental Services, LLC all accidents involving personal injury or property damage arising out of, or in connection with, the performance of the Services.

  15. Confidentiality is required. Subcontractor and all personnel associated with Subcontractor shall hold in confidence and not disclose information or opinions concerning the Work, the project site, or any other information given to or obtained by Subcontractor without the prior written consent of Ouray Environmental Services, LLC unless otherwise required by law. In no event shall Subcontractor or any personnel associated with Subcontractor speak with any media representative without the prior written consent of Ouray Environmental Services, LLC Subcontractor shall promptly notify Ouray Environmental Services, LLC in the event of a request, demand or subpoena for information or opinions concerning the Work so that Ouray Environmental Services, LLC has the opportunity, but not the obligation, to respond to or defend against the request, demand or subpoena. 

  16. Subcontractor hereby agrees to fully indemnify, defend and hold harmless Ouray Environmental Services, LLC, its Client, and both of their officers, directors, employees, shareholders, subsidiaries, affiliates, and/or agents from and against any and all claims, demands, actions, liability, damages, penalties, costs, expenses, proceedings or investigations, whether judicial or administrative in nature, including, without limitation, costs of defense, settlement and reasonable attorneys’ fees (hereinafter referred to as the “Claims”) which Subcontractor, Ouray Environmental Services, LLC or Client may incur, become responsible for, or pay as a result of:

    1. Any violation of any environmental, health, and safety laws or other applicable laws or regulations by Subcontractor or its employees, contractors, subcontractors or agents; and/or

    2. Any negligent act or omission or willful misconduct by Subcontractor or its employees, contractors, subcontractors or agents.

  17. Subcontractor, including all officers, directors, employees, subcontractors, agents, and/or representatives shall treat all business information furnished pursuant to the Work as confidential and proprietary.  Any information, whether verbal or written, including any technical information which may come within the knowledge of the Parties, their officers, employees, subcontractors, agents, and/or representatives in the performance of the Work, shall not be disclosed without, in each instance, securing the prior consent of the other Party.

  18. Subcontractor shall treat as confidential and shall not disclose to others, except as required by law, any information relating to the chemical composition and quantity of materials dealt with in the performance of the Work.

  19. Nothing contained within this Article shall prevent either Subcontractor or Ouray Environmental Services, LLC from disclosing to others or using, in any manner, information which either Party can show as being available in the public domain or in either Party’s possession prior to the project. 

  20. Subcontractor agrees that during the performance of the Work and for a period of one (1) year after the completion of the services Subcontractor shall neither directly nor indirectly, approach nor utilize any subcontractor of Ouray Environmental Services, LLC utilized on a Client project where Subcontractor has performed pursuant to an Order. 

  21. Subcontractor agrees that during the performance of the Work and for a period of one (1) year after completion of services,  Subcontractor shall neither directly nor indirectly solicit business from the Client, nor shall it conduct any business with the Client which is in direct competition with the services provided by Ouray Environmental Services, LLC to the Client, except for work that is solicited by the Client on a competitive basis.  Said business shall include but not be limited to, hazardous and non-hazardous waste transportation and disposal, emergency response services, site investigation and remediation, lab pack services, clandestine lab cleanup, and industrial maintenance services.  If Subcontractor breaches this provision and legal action is initiated by Ouray Environmental Services, LLC to enforce these Terms and Conditions or to seek damages for Subcontractor’s violation of the provisions of these Terms and Conditions, Ouray Environmental Services, LLC shall be entitled to recover from Subcontractor all legal costs and expenses, including reasonable attorney fees incurred by Ouray Environmental Services, LLC

  22. Subcontractor shall at no time, without the prior written consent of Ouray Environmental Services, LLC, delegate, subcontract or assign, either orally or in writing, the performance of the Services or any portion thereof, which are by this Subcontractor Authorization to Begin Work undertaken by Subcontractor.  Any such delegation, subcontract, or assignment shall not operate to relieve Subcontractor of its responsibilities hereunder; and notwithstanding any such delegation, subcontract or assignment, Subcontractor shall remain obligated to Ouray Environmental Services, LLC in these undertakings.  Unless such delegation, subcontract or assignment was consented to by Ouray Environmental Services, LLC in writing, Ouray Environmental Services, LLC may treat the delegation, subcontract, or assignment as void.

  23. Should any provision of these Terms and Conditions conflict with the “Subcontractor Agreement for Emergency Response Services,” the latter shall control.

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