Case 19-11626-KG Doc 369 Filed 09/16/19 Page 1 of 3 · Consultants, Inc., located at 3330 Oakwell...

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Il~t THE UNITED STATES ~A1oIKRUPTCY COURT

FOR TI~IE DIST'RIC'T OF I3ELA~'VA~E

In re: ) Chapter 11

PES HOLDINGS, LLC, et al.,l ) Case No. 19-11626 (KG)

Debtors. ) (Jointly Administered)

—'— ) Objection Deadline: September 30, 2019 at 4:00 p.m.

DECLARATIOIiI OF DISII~ITERESTED1vIESS OF BAKER ~NGIle1ElEItI1~IG A1~ID RISC:

CONSULTANT, INC.

PURSUANT TO THE ORDER (I) AUTHORIZING THE DEBTORS

TO RETAIN AND COMPENSATE PROFESSIONALS UTILIZED IN THE

ORDINARY COURSE OF BUSINESS AND (Ii) GRANTING RELATED RELIEF

I, Amanda Harris, declare under penalty of perjury:

1. I am a Chief Financial and Administrative Officer of Baker Engineering and Risk

Consultants, Inc., located at 3330 Oakwell Court, Suite 100, San Antonio, Texas 78218 (the

"Firm").

2, PES Holdings, LLC and certain of its affiliates, as debtors and debtors in possession

(collectively, the "Debtors" have requested that the Firm provide investigation support, including

scene management, evidence collection &preservation and risk assessment services to the

Debtors, and the Firm has consented to provide such services.

3, The Firm may have performed services in the past, may currently perform services,

and may perform services in the future in matters unrelated to these chapter 11 cases f'or persons

that are parties in interest in the Debtors' chapter 11 cases. The Firm, however, does not perform

1 `the Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification

number, are: PES Holdings, LLC (8157); North Yard GP, LLC (5458); North Yard Logistics, L.P. (5952); PES

Administrative Services, LLC (3022); PES Energy Inc. (0661); PES Intermediate, LLC (0074); PES Ultimate

Holdings, LLC (6061); and Philadelphia Energy Solutions Refining and Marketing LLC (9574). The Debtors'

service address is: 1735 Market Street, Philadelphia, Pennsylvania 19103.

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services for any such person in connection with these chapter 11 cases, or have any relationship

with any such person, their attorneys, or accountants that would be adverse to the Debtors or their

estates.

4. As part of its customary practice, the Firm is retained in cases, proceedings, and

transactions involving many different parties, some of whom may represent or be employed by the

Debtors, claimants, and parties in interest in these chapter 11 cases.

5. Neither I nor any principal, partner, directox, officer, or professional employed by,

the Firm has agreed to share or will share any portion of the compensation to be received from the

Debtors with any other person other than the principal and regular employees of the Firm.

6. Neither I nor any principal, partner, director, officer, of, or professional employed

by, the Firm, insofar as I have been able to ascertain, holds or represents any interest adverse to

the Debtors or their estates with respect to the matters} upon which the Firm is to be employed.

7. The Debtors owe the Firm $117,1 ~d4.41 for prepetition services, the payment of

which is subject to limitations contained in title 11 of the United States Code, 11 U.S.C. §§ 101-

1532.

8. As of the Petition Date, which was the date on which the Debtors commenced these

chapter 11 cases, the Firm was party to an agreement for indemnification with certain of the

Debtors. A copy of such agreement is attached as Exhibit 1 to this Declaration.

9. The Firm is conducting further inquiries regarding its retention by any creditors of

the Debtors, and upon conclusion of that inquiry, or at any time during the period of its

employment, if the Firm should discover any facts bearing on the matters described herein, the

Firm will supplement the infozmation contained in this Declaration.

2


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Pursuant to 28 U.S.C. § 176, I declare under penalty of perjury that the foregoing is true

and correct.DocuSign¢d by:

Date;septembe r 12 ~ 201 y A~~~ ~~~

...2G1:~755X839C~417

Amanda Harris


Case 19-11626-KG Doc 369-1 Filed 09/16/19 Page 1 of 36

~NCfiGY St~LUTIOf~S

PR~I+'~~~If}NA]L S~R~C'~S ~,GR~~Il~NT

CONTRACT NUMBER C~'V~g499

'I HIS PItOT~SS~QNAL S~RVIC~S AGREEMENT (#his "Agree~ne~it"} is made as of tite 1 Stti day of

~'ebriiary, 2013, by and b~hvee~l PHILADELPHIA EN~RGX SOLUTIONS Tt~FINING AND MARI~~TING LLC,

("PES"), a Peru~sylvania ~,LC, and BAI~R ~NGINE~RING & RISK CQNSULTANTS, ING ("Consultant"}, a Texas

cor~orafion, with its p~~incipal place of business located at 330 Uak~vell Gourt, SuitelOp, San Antonio, TX 78218

BACKGROiJND

Consultant has expertise in providi~Tg engineering ai d risk consulting services; and

PES desires that Co~~stiltant ~~endec engineering and risk consulting analyses at the Philadelphia Refinery in

acco~•dance ~vit31 the provisio~ls of the Agreeme~tt Docuu~ents as defined herei~i.

Iii considet•atioii of the mutual abligatioi~s set fo~~th herein, and i~3tending to Ue legally bound, PES and Consultant

covenant and agree as follows:

ARTICLE I; GENERAL TERMS

1.1 Incorpar•~tio~i of Bacic~raund, The Backgrattnd Section, above, is incorporated Uy refere~ice herein,

i.2 De~nitio►~s, Capitalized terms shall leave the following meanings;

Apreentei~t Documents, "Agreement Documents" means this Agceemerit, any and all other doctunents or

exhibits attac}~ed t~ecetq incorporated Iiet~ein ar by ~~afai•ence, and airy any{ all Amendment to any of tiiase cloctunents.

Amendment. "Amendment" means a ~vritteai modification or c~~ange to any Agieemei~t Documene signed by

bath Panties.

Applicable Law. "Applicable La~v" means all applicable p~•eseirt acid fut«re court orders, ivjtynetians and

decrees, laws, ordinances, eYec~~tive o~•ders, rules, regulations, intarpretatians acid a•equii•ei~ients {including, ~vitl~out

limitation, those relating to the envirotmtettt, and the specific laws set fo~•th i~1 Article XIIt (Specific La~~vs} heroin, as

amended from time to dine), of aziy federal, state or local court, administrative agency or govermuental body, the

La3nmoi~~vealth of PeiursylvanIa, atitd the United States,

went of Default. "Eveirt of I~efaulY' means those events defined and identified in Section 10.1 (Events of

Default} of this Agree~neut.

Event of Insoh~euc~;. "EV8t1Y O~ I11501V0I1Cy" ~~Ieans {a) the fling of a voluntary petition by Canst~ltant under the

Fede~~al Ba~ilcz•uptcy Code ar any similar state or• federal la~v; ai• {b) the rli~ig of ate it~valE~iifary petitia~i against Consu(tai~t

under• tree ~'ede►•al Ba~ilu•uptcy Code or any similar state oz• federal la~v which remains tin-dismissed for a period of forty-

five {45) days; or (c) Consilltant's making of an assig~3ment for the benefit of c3~etiito►s; or {d} tt~e appointment of a

receive;• far Consultant or foe• the propa~-~y a~• assets of Const~itant, if Bach appaintrnent is not vacated within forty-five

(45} days thereafter; oi• (e) any oTlaec proceeding under any bat~•i~ptcy or insolvency law or ligttic~ated law, voluntary or

otherwise.

Materials, "Materials" means any atld all memoranda, repo~•ts, records, documents, documentation, information,

supplies, plans, original drawings, specifications, comp~itations, sketches, renderings, arrangements, videos, pamphlets,

advertisements, statistics, and other data, computer tapes, cai~ipiiter soft~vat~e, ai3d other tangible work product or materials

Professional Services Agreement —Contract Number• CW~4~99 Rev. 2 Page ] of 34


prepared or developed by the Consultant or for iha Co~lstiltaut by a Siibca~rtractor and supplied to PES by Cons~Fltant or a

Subcontractor• in perfprmuice of this Agreement.

Party or Parfies. "Panty" ineat7s eit}fer F'ES or Co~isttltant, "Parties" means PES and Consultant.

PES Contact. "PES Contact" means Ja~~e Ctie~i.

Scope of Se~~~ices, "Scope of Services" 3neans the work or services set out in the doctnnent(s} attached as E,chibit

A to this A~~eement, which sets} fai~tli the Services to Ue rendered and Materials to be provided utidar this Agi'semant,

ttie time fratlies ii~ithirl ti~hich tiie Se~•vicas ar•a to be rendered and the Materials ac•e to be provided acid other requirements

Consultant iin~st satisfy iii rendering the Services and providing the Materials,

Services, "Services" ~~~eat~s the work to be pec~forrned cinder this Agi~eeme~~t as specified in Exhibit A.

S~~bco~iti•act. "Subcoi~t►•act" means n contract tt~ade Uet~i~een the Consultant and a SiFbcontcactor,

Snbcontraetor, "Subcontractor" means ~n individual or e~~tity ~vho/that has contracted with ttze Consultant for

the performance of all ai~ a part of the lvork or Services rvl~ich the Consultant has contracted to perfa~ln under this

Ag,~•eement,

Te~•niliiatlon Notice, "Termination Notice" tneans a written tiatice fi~am 1'~S to Coiisuttant tt3at il~forins

Consnitat~t of PAS' inte~~t to terminate this Agreement.

1,3 exhibits, Tl~e fallo«~ii~g E~~ibits are attached he~•eto and incorporated by refe3•ence:

exhibit A —Services and Mate~~ial to be Provided by Consultant

Exhibit B --Guidelines fa• ConsultantE~iibit C —CompensationExhibit D — PES Safety and Security Requiremsttts

ARTICLE II: S~RVIC~S AND MAT~RTA.LS

2.1. Services a~~cl Materi~is, Consultant sl~all parforfn the Services and provide the Materials described in Exhibit A,

which is attached hereto and incorporated ilarain by reference.

2.2 Guidelines, AlI Services shall be performed and Materials delivered in accordance tvitti the Guidelines described

in E~~ibit B, ~vliicl~ is attached he~•eto and incorpo~•ated }~e~~ein by reference.

,ARTICLE III: COMPENSATION

3.~ Amoiiiit, As to canpensation for the Sei•viees and Materials rende~•ed a►id provided, a~~d covenants and agrees topay Consultant on a Time and Materials basis in accordance with Exhibit C, which is attaci~ed hereto and incorporated

herein by refere~ice.

3.2 Manner of PaYnetit.

(a) Payment sliatl be made afte~~ Consultant's timely stib~3lissioti of invoices to I'~S, in the number, form and

conte~~t acceptable to PES, accompanied by such additional s~ippo~-ting crate and docume~itatian as the PES Contact tnay

require. All payments to Canstiltant are contingent irpan satisfactory performance of the terms acid conditio~is of This

Agreement Consultant shall submit its fine! invoice for Services performed and Materials delivered under this

Agreement not more Phan thirty (30) days fE•om completion of lire Services.

Professional Services Ag~~eement — Cont~~act Nt~»ibec CW44499 Rev, 2 Page 2 of 34


(b) PES reset•ves the right to sviti~itold or offset against auy funds payable to Cous~iltant for any invoice for

~vl~ich the PES Contact asserts a discrepancy exists or fo►~ Consult~►rt's fail~~re to satisfactorily perform tite terms of thisA~reertietjt, as dete►•iilif7ed by PAS,

ARTICLE IVs TC~2M

4.1 Tenn of Sei~~ices, Consultant shat! begi{~ performing ttla Services on oi• about February I8, 2013 and shall

complete the Seiviees nn later than December 3I, 201 S.

~f.2 Agreement Te~•m. Tltis Agree~tyent s1~all terminate o~i December 31, 2015 unless ottiec~vise extended by both

Parties in writing by an Amendment to this Agreement.

ARTrCLE V: CONSULTANT'S DUTIES AND COVENANTS

5.1 Pe~~fo~~~nance ~tequi~•enaex~ts~ COIlSillfc~tit shall ~ravide all Services and Materials in accordance with this

Agreement in a conscie~itious manner ai d shall exet~cise tj~e highest deg►~ee of professional skill and competence normallyemployed by co~isult~nts performing the soma or similar• Set•vices at the time saki Services are pei~ormed. Cansult~nt

shall re-perform any Services not ineetin~ this standard without additional compensation, All payments to Consultant are

contingent upon satisfactory performance of the terms and conditions set forth in this Ag~~eernene as determined by PES,

S.2 Comuliance with Annlie~ble Law. Consultant shat! comply ~vitii the requirements of all Applicable Laws in the

pe~~fai•tnance of this Agreeme~it. Consultant si7all i~~fortn PES, in writing, of any notices of violations of atry Applicable

~,a~v ~vitllir~ forty-eight (~F8) hours of receipt thereof, and shall correct any vialatioiis within the time prescl•ibed by Ia~v, ar

immediately incase of any emergency.

5.3 Safety sitcl Secu~~ity Repuireuieiits, CansultanY shall comply with the safety and securify regtii►•eme~rtsdistributed by PES to Consultant at the com3nenee;neat of tiie Services avd set forth ou Exhibit D attae~ied to

this

Agree~ne~it (tlie "PES Safety and Secaf~ity Requirements"). Tkse PES Safety and Security Requice►nents in effect forServices he~•ei~nder may be updated, amended oi• rnaelified by PAS fiorn tine to time, a~ld PAS shall provide written notice

of any such updated, amended or modified PES Safety and Security Requirements and make such PES Safety and

Security Requirements available to Consulta~rt. Following any suc47 notica to Consulta~iY of Exhibit D impacted by such

change shall, ~vitliout any fizi~her• action or co~~sei~t of CoT~sultant, ba ama~ided to reflect updata, amended, or modified

PES Safety anti SecuF~ity Requireiiients.

Cons~iikant small provide notification prior to any visit, to confirm that Consultant colt access t}ie site at the requested trine.

Cansltltaut shall also recagilize tiiaT the site is an operating location and shall work with PES to perform the Services at a

tune that does not inte~•fere with operations and is mutually coiiveniettt.

The use, possession, distributia~~, o;~ sale of illegal d►•tjgs, a1colla~, cont~•olted substances, anc~ the paraphernalia associated

~vitli such ou PES' p~•emises ar other locations associated with the Services, including the parking areas, is absolutely

prohibited. Constcltat~t and alt of its persoiu~el and Subcontractors shall compl~~ ~vitti this policy, and any othez• clrt~g and

alcohol policy that may Ue implemented fio~n time to tune by PES, Consultant's pe~~soiinei in violation of PES' drug and

alcohol policy shall ba i~ninediatety escorted off the premises and reparfed to local lativ e;~forcement authorities,. if

appropriate. All of Consultant's personnel who will tivock onsite are subject to drug and alcohol screening prior• to being

alto~ved ot1 PES' prope~~ty.

a.Q Cha~ige i~t ~copc of Services a~id Matez~ials. At atry time during the term of this Agreement, PES may, by

written change order or request, make changes to the Scope of Services t~ndec~ this A~~eement, and an equitable

ac~just►nent iii compensation shall be negotiated, in good faith, Uy the Parties if appropriate, If Consultant requests

changes to the Scope of Services far additional Services and/or Materials to be provided, Consulta~lt must demonstrate to

tite satisfac#io;i of PES that the changes are i~ecessaiy and not due to the acts or oniissioi~s of Consiilta~it. Consultant shall

not perform or pl•ovide, and shall not ba paid for, any Services or Materials not itich~ded in this Ag~•eeme~it, unless and

u►~tit it receives written pre-airthorization from PES. Tai no event shall the rates cl~a~~ged by Consultant for such additional

Services and Materials exceed Consultant's then current standard rates, as limited by this Agreement in Section 3.1, PES

Professional Services Agreement --Contract Number CW~14499 Rev. 2 Page 3 of 3~


shall have no respo~isibility far auy costs inct3r►•ed by Co~~sultant for Sec~vices and Materials not specifically approved in

advance and authorized in wi•ifing by PES. Compensation fo Consultant beyond the tnonataty limits set Earth in this

Agreement shall oiily be made if acid «<hen air A~nendinent to this Ageemetrt is duly ;.aectrted by the Parties.

(a) Not~vithstauding the acceptance acid approval by PES of any Services parfor•med ar Materials provided,

Cons~~ltant shall co~Itinue to be responsible for• the p~~ofessionat quality, accuracy acid the coordina#ion of all Materials and

Services fitenished by Consultant under• this Ag•eement. Consultant shall, ~vittiout additional campeusation, correct ar

~•evise any erro~•s or deficiencies or omissions in Consultant's Matet•ials and Se3~vices.

(h} PES' review, approval or accepta~~ce of, or payment far, any of rile Mata~•ia[s anti Se~•vices required cinder

this Agreement shall riot constitL~te any represe~itatia~i, warranty o3• guaranty by PES as to ttie substance or quality of the

tiiatter reviewed, approved o~• accepted acid shall not be co~~sti•iied to operate as a ~vaivet~ or estoppel of any of PES' rights

or privileges ui3der this Agreement, or of airy cacise of action a~•ising out of the performance of this Agreement. No person

o~~ firm or entity steal I i•eiy in airy way on such review, approval or acceptance by PES. Consultant shall Ue acid ramai~~

liable in accordance with this Agc~eeme~zt and Applicable La~v for ail damages to YES caused by Consultant.

(c} Without limited Consultants responsibility set forth above, such responsibility, by ~i~ay of iilustratio~~,

silatl include the following: Tf any act of Consultant, or error or deficiency or omission in the Materials submitted by

Consultant, requires a ciia~;ge iii the Scope of Services or any portion theteaf, Consultant shall pr0lnptly Cpin}Mete SUCK

change at no additional cost to PES,

S.6 Sabcont~•acts,

(a) Consultant shall not cieiegate o~• enter into any Subcontracts for tl~e perfar~na~ica of its obiigatiot~s under

this Ageemetrt, lit tivhale or in part, Zvi#itottt on each occasio~t obtaining the prior' ~Vi'11t811 COI1SCiTt Of PES,

{b) Co~~sultat~t shall submit to PES copies of all proposed Sizbcocitcact(s) to ~e entered into by Consultant,

along ~vitl~ Consultant's w;•itten request for PES' consent. All such Subcontracts insist specify that:

(1) ~vot•k performed by the Su~cantractor shall be in accordance with tfie terms of this Agreement;

{2) nothing contained in st;ch Subcontract shall be construed to i~T~pai~~ the rights of PES under this

Agreement;

Subcantractar;(3) PES' consent to or approval of a~ly Subcontract sl1aU riot create any obligatio~~ of PAS to any

(4} iiotlling co~itained in each Subcontract, or undaj° the Consultant, s1~a11 c~~eate any obligation of

PES to any Sul~contracto~;

(5) Pk.S sha11 be exp~•essly designated a third paf~ty beneficiary of the Si~hcontt~act;

{6) upon request by PES (at PAS' option} and upon receipt of written notice from PAS stating that

tills Agreement bettiveeti PAS and Const~ttant 4~as beeFi terminated, tl~e Subcanlractor Agrees that it shall continue to

perform its obligations under the Subcontract for the be~~efit of PAS in accordance with the terms anti conditions of this

Agreement, provided PAS pays Subcontractor for the Servieas a•endered and Materials provided by Subcontractor from

and after the date of the te~~mination of this Agreement between PES and Consultant at the same rate or iu the same

a~t~oi~nt as set forth in the Subcontract fo~~ Se~•vices and Materials after such date of termination;

Professional Services Agree~ne~~t — Contract Ni~~nber CW~~499 Rev. 2 Page ~t of 34


(7) Snbcontractoa~ shall be bound ~y the same rec~uire~neuts as Const~Itant ii~cli2di~~g, without

limitation, confidei~tialit3~, maintenance at3d preservation of ~~ecords, and audit by gove~•m~te~~e ~•ep~~esetitatives, u~~dei° ti~is

Agreement.

O~ aiivC:ciiiiia~i~i ft Baca ri i0 nSSi t~ u~3u ~t'2t~~f:1' t~ PRS` ~I~ f?f I!S 11 htc fn ga]gc ai1~I iig~ tax Ev}liC}t

tray be refiulded as a result of a claim foi~ refund foc• auy materials purchased in co~mection with the Subcontract or this

Agreement, (ii) that, oti~er than as directed by PES, it will nat file a claim fog• refitttd for any sales or use tax ~viticlt is the

subject of this assignn3ent; a►~d (iii) that PES, in its o~vt~ name or in tt~e name of Subconh•actor, may file a claim for arefii~id of a~iy sales or use tax covered by the assigtunent.

(c) No permitted Subcanti•act shall relieve ConsultaFit of any obligation under this Agreement. Cons~iltant

small be as fiilIy responsible for tl~e acts and omissions of its Subcontractors or pe~~sorts eitlzar directly o~• indieectly

eanployed by thefn, as it is for tote acts and omissions of Consultant oi• parsons directly or indi3•ectly employed by

Constittant.

(d) Any purported Subcontract in violation of this Section ar of any att~er Sec#ion in this Agreement shall be

of no force and effect.

5.7 Time ri•an~e fay Siibmissiaiis, Consultant shall perform any and all Services and shall s~~bmit any and all

Mate~~ials ~~egtiired by this Agl•eemenY within the time frames set fo~•th in the Scope of Services, or as mutually agreed

upon iu writing by PES attd Consultant. Absent any such written time ft•ames, Co~isultant shall pe~•foi~tii its obligations

under this Agreement diligently and promptly.

5,8 Prompt Pavinent by,ConsuitAut, Consultan# agrees to promptly pay ail persons, firms, or corporatio~as wi~ich

leave £~u~~iistiecl labor or supplies in ca~~iectio~l tivith tl~e Services, the Materials az• this Agreement, including without

littiitation Siibcontractois and st~pplie~s, in accoi•ciatice with ttie payment terms of the parties' agreements, Cons~iltant

sliatl provide, upon request of PES, evide~ice that these pe3•soiis a~~ e~rtities lave beets frilly paid.

5.9 Ts~xes. Unless otherwise required by la~v, Coi~saltatrt has exclusive liability for• all sales, use, excise, and ot[iei•

taxes, charges, OI' COIl~i•ibutioi~s with respect to or• imposed on airy Materials stippIied or Services performed by

Consultant, including such taxes or cont~~ibutions unposed on the wages, salaries or oflier paymants to persons employed

by Consultant or its Subcont►•actors in the performance of this Agreement. Consilltant shall pay all such taxes, chaeges, oz'

contributions vefore delinquency oz• discotttrt date and shall hold PES harmless $•om any liability and expense by reasotl

of Consulta~tt's failctt~e to pay such taxes, charges or coi~tributioi~s.

ARTICLE VY: AUDIT~~; INSPECTION RIGHTS; RECORDS

G,1 PAS Audit. From time to tine during the Teraii anc~ any additional Terms} of ti~is Agceenient, ait~ far a pe~~iad of

tluee (3) years after' tari~~ination of this Agreement, PES or its desig~iee{s) may audit Co~tsultant's performance under this

Agreet~ient, If so requested, PES, or a~i approved designee, may audit, in accordance with Section 6.3, ate vouchers or

invoices presented for payment pursuant to this Agreement, all cancelled checks, work pape~•s, books, records and

accotmts u~o~i which the vouchers or invoices are based, ar~d ally and all dociFmentation and justification in suppo~-~ of

expenditures or fees incut•red pui'suattt to this Agreement. All books, invoices, vo~ichei~s, reco~•cis, rapoi~ts, ca~lcelled

checks and other materials shall be subject to periodic review ai d audit Uy PES.

6.2 Inspection. All Se~~vices and Materials shall be subject to inspection and review by PES. Coy;stiltant shall

cooperate with ail PES inspections azid reviews conducted iii accordance with the p;~ovisions of this Agreement. Such

inspection and review of Consultant's rendet•in~ of Services at~d Ma#e►•ials, iucluditig without limitation, progt•atns attdfacilities, shall be in the sole discretion of the inspecting ar reviewi~ig entii~~, Such inspection or review may include,

without Iitnitation, meetings with consumers, review of staffing ratios and job descriptions and 3naetings with any staff

members ~vfio a~•e either directly or indirectly involved in providing Services at;d/or Materials.

Professional Se~~vices Ag►•eement — Cornract Ntiimber CWa~€~99 Rev. 2 Page 5 of 34


6.3 Availability of Recoi•cls. Consultant shall make available at reasonable tithes d~u~itig the term of ttus Agreeme~rt

aiid for the period set Earth in Section G.4 (Retention of Reco~•ds}, ali reco~•ds pe~~tai~iing to this Agreement for the purpose

of i~ispection, audit o~~ cep~~oductian by atYy authorized repr~esef~tative of PES o;~ its dcsign~ted i•epa~esentative.

l).k iiF.~l~.l1LAt~lA'T V~ i~ica".vi ti3. ~n..v^1~Sii:~'ui'.~ Sh~3~ ~ ='A.~1'.'. z^.~~ ;'L'C^?'L~S~ books cif acrn»~~# ~~~ci cloct~me~itatiou pertaining to this

A~•eemei~t, for a period of three (3) yeac~s following ter~ninatioti of this Agreeme3~t. However, if an}~ IitigaYion, claim or

audit is commenced prior to expi~•ativ~i of the tlu•ee (3) yeah period, then tl~e ~•ecarc3s shall be retained until all litigation,

claims or audit ft~idirigs leave been completely te~•minated o~• c~esolved, ~vitliout right of further• appeal, or• if Applicable

Law requires or permits a longer• pe~•iod, then the records shall be retained foe such longer• period.

ARTICLE VII: IND~P~ND~NT CONTRACTOR: INDEMNII+'ICATION; COOPERATCON

7.1 Incte~e~~cie~it Cmrteactoi•, Consulta~it is an independent contractor, anci shall not, in any ~vay or for any purpose,

be cleettted or intended to be a~i eiliployee or agent of PES, Neither Consultant Liar its etnplo5~ees or Subco~ttt'actor shafl in

atiy way represe~rt that they a►•e actitlg as employees, officials or agents of PES.

7.2 Iiiclem~ii#~c:►tia~, Co~~suitat~t sliali ilideinnify, defattd and hold harmless PES, its directors, officers, employees,

and agents ("PAS' Indemnified Parties"}, from and against any and all losses, casts ~11lCillC~Itlg, buY not limited to,

reasanabie counsel fees), claims, suits, actions, da~t~ages, liaUility anci expenses, caused by or arisi~~g from Consf~itant's

(i} failure to co3nply ~vitlt applicable ]a~vs acid regulations, (ii) tree Work pe~•formed ut~de~~ this Contract, or (iii) negiigei~t

acts or omissions or the ne~ligeiit acts or emissions of Consuitaut's employees, Subcontractor, suppliers, ot~ agents in

co~anection with this Ag~~ee~nent, including, bttt not limited to, those in co~iuectiaii ̀vith toss of life, bodily iiijttiy, personal

i~~juty, damage to property, contan~iiiation or adverse effects on the enviroiunent, iirte;~tianal acts, failure to pay such

SIIbContractoi~s and stlj~pliers, any breac3l of this Agreement, and any infi•iugement or violation of any proprietary eight

(inclridicig, but not limited to, patent, copyright, trademark, set•vice mark acid trade seca•et), provided, ho~veve2•, that

Consul#ant's obligations hereunder shall apply only to the extent of its pe~•centage share of tl~e causatson, as determined by

agreetttetrt with PES, or, if there is no agcee~nent, then as detertriined by a court of competent juc~isdiction or aebitration or

atltninistcative proceedi~tg, ConsLiltaiit's ittde~ttnity obligations under this Section shale not be limited by a limitation oi~

the amount or tyke of damages, cornpeilsation, o►• be~iefits payable by ar for Cansultat~t udder ~voi•kers' compensation,

disability benefit, or atlier employee Ueiiefit acts.

7.3 Litigation Cooper~tioi~. If, at any time, PES becolties involved iu a dispute oc receives notice of a claiu~, or is

involved iii litigation eoi~cer~~ing ttie Services and Materials provided under this Agreement, the resolution of which

requires tl~e services or cooperation of Constdtant, and Consultant is not otiie~~~vise obligated to indemnify and defend YES

pursuant to the provisions of Section 7.2 (Indemnification), Cortsuitant agrees to provide sctch services and to cooperate

with PES in resolving such claun and/or litigation,

ARTICI~~ 'V.III; Iii'SURAPICE

8.1 Insurance. Consuitacit shall procure and maintain with reputable i~~siirers with AM hest Company's of not less

than "A~:VII" policies of insurance tivritte~i o~i an occurre3ice basis o~• o~i a claims made basis {ire ~vliich event insurance

shall be maintained duri~3g the term of this Agreement acid for a pe1•iod of t~vo (2) years following expiration ar earlier

ter►i~i~~ation of this Agreement), ar self-insurance acce~~table to PAS, with li►n'sts not less tllaii those indicated for tree

respective rte;ns as follows:

{a) Statutory Workers' Compensation and ~ccupatio~~al Disease Ii~sut•ance, incllidi~~g Employer's Liability

Instci~ance and, if applicable, coverage under tl~e Longsho~•emen and Harbor Workers' Compensation Act, the Jones Actor

other• Maritime Employee's Liability, complying with laws of e~clt jurisdiction in ~vl~ielt any work is to be perfort3~ed o~'

elsewhet~e as ;nay be t~equired, Employer's Liability Insurance {aizd Maritime Ernploy~r's Liability, if applicable) shall be

pt~ovided with a liitiit of; $Z,aoa,000.00 eerie occurrence;

(6) Commercial LiaUiliry Insut~ance, inchiding but not limited to all Premises and Operations, Cot~tcaetuat

Liability, Products-Ca~npleted Operatio~is Liaviiity, Fire Legal Liability, Explosion, Collapse and Underground Damage

Professional Services A&•ee~neirt —Contract Number CW44499 Rev. 2 Page 6 of 34


Liability, Broad Form Property Damage Liability, as ~veli as coverage on all of Consuttant's inabile equipment (other than

motor vehicles licensed #'oi• iiigli~vay use) oevned, hired oc• used in tine pet•formance of this Agreement ~vitlt limits not less

than; $5,000,000.0 Bodily Jnjury, Personal InJucy~ and Properly Dacnage combined each occura•ence and in the a~regate;

tC~ '~t71Y"l"CIiCIC;i~i l~iiiiuiiivuii8 i~iFviiii j~ itS3ii:ut;C$~ Ii:C{1.~.::~T r0??t!'~~h!a~ T ?e2~!~4ty5 cnV~PIT1~ all Tilp~01' VCI]1C~C5

licensed for highway t~se anci employed in the perfot•mance of this Agreement, with limits riot less than: $5,000,000.00

Bodily Injury, Personal Injury a~~d Property Damage combined each occu~~rence and in file aggregate:

(d) ~'►•ofessiouai Liability I►~surauce, inclt►ding Contractual Liability, with limits not less than: $2,000,000.40

{Errors and Omissions) peg• claim and in the aggregate. Tlus coverage must be p~~ovided on a claims-made basis.

The req~iieed limits of insurance may be met through a combi~iation of pri~naiy acid excess policies. The Commercial

General Liability and Automobile ~,iaUility policies sl~atl be endorsed to add, ar shall have an existing blanket

endo~se~ne~lt so as to add, PES as an additional insured; provided, however, that PES shall ba named as an additional

insured only with respect to any claims arising out of or• related #o ti~is Ag~•eement and/or Gons~3ltant's obligations

he~•e~uides; and shall provide that coverage afforded to YES as an additional insured sl~ail be primacy to any other coverage

available to it, and that aiat act or omission of PES shall ii;validate the coverage,

PES may, at its option, request that Consultant increase the stated li~i~its, provide project-specifio cove~~age, ar othes~~vise

add to the above regairetnents, with ~~espect to a particttla~• Agreente~it, Any such request shall be iiacludecl iti the

A~•eement or au Amendment Agreeme~~t and shall entitle Consultant to appropriate reitnbtirsement for the resulting

additional cost, if such i~~surance vas not atreaciy cact~ied by Cons~~itant before the request vas r~lade.

The ins~~~•atice requirement set Earth 1lerein shall not iii a~iy ~vay limit Consultants liability arising out of tills Agreetne~it,

oi• otherwise, and shall suiviva the termin~tion/cancell~tion of this A~•ee~nant.

8.2 Consultant shall provide to PES cei-~ificates of h~s~irance acceptable to PES prior to the coirunencetnent of

performance hereunder. Ali insurance shall: (i) provide that with respect to the insurance requirements and obligations of

tlais Agree~nejit, cave~~age shall not be suspended, voided, canceled, non-re;served, or reduced in scope or limits except

after• thirty (30) days' prior ~v~~itte~l notice has been given to PES; and {ii) apply sepac•ately to each i~~sured and additional

iilsticed against rvUom a claim is made ar suit is brought, except with ies~eet to tl~e limits of tiiE it~stit•er's liability.

Re~~a~val certificates, as required, sflall be fo~~wa~•ded to PES for as lo~ig as Cansultairt performs the ~vox•k as specified iii

this Agreement. It shall be the responsiUility of the Consultant to enstue that a1I Siibcoi~tractors cat~~y instu~auce of not Less

thin the coverage and limits specified herein, P~•oper evidence of this compliance must be forwarded to PES prior to the

inception of any ~vark by Subco~itractor,

ARTrCL~ IX: OWN~RSI~I#' OI+ MAT~RIA~S; PRO~'ItiETAIt3t II~IIE~RMATION; C~1~1F~DEI~TIALITY

9.1 Otivnersllin of Materials.

(a) Subject to Applicable Laiv, aU Materials shall be tiie sole acid ahsoluie p~•opei~ty of PES, and PES shall

Have title thereto and ui~estricted use thereof. To the extent that any Materials i~elatiug to tills Agreement developed by or

for Consttltattt etnUody a copyrightabie work, including, bttt not limited to, a "compilation" as that term is used in 17

U,S.C. §1Q1, as a►nended #'~'om time to time, PES atici Consulta~rt agt•ee that such copyt~i~htable work{s} shall be

considered ~s one or more "works made for hire" by Consultant for PAS, as that term is used in 17 U.S.C. §§l0i and

2Q1(b), as amended from tine to time, To t}~e extent that any Materials related to this Agreement developed by or for

ConsulY~nt einbociy one oc more capyi•iglitable works, bt3t are neiflte~• a "compilation" nor any other• form of "work mace

for lure", Consultant hereby assiglis, end agrees to execute, instruments evidencing such assignment and all copy~•i~hts in

all of such ~varks to PAS.

(b) Coiistittant shall make available to PES, upon PES' request, a copy of any Matec~ials prepared by or for

Const~lta~it in performance of tlus Agi•eemei~t, at no cost to PAS.

Professional Services Agreement --- Cont~•act Number CW44~99 Rev. 2 Page 7 of 34


(c} Atl computer pragra►ns, tapes and software, if any, developed ~inder this Agreement, si~ait be cotn~atibletivith specifications set forth by PES.

(d) Consiiitant hereby grants, and shall ~•equir~ its Subcontractors to gra►it, to ~'ES a royalty~fi~ee,

~l~llf'.XGIUSIYG t!lICI ![(~CVVC+CIV~G 1111 iv Niivii.`7ii~ ~~$il$il+~v~ 1'8~,1'L`u.lv.~J~ L~E'.~.Vf':'~ ~JP.l~fG?'1?? ~!?~ ?>it}7(11'17P, nth~t~s fn tIQ Sp_ `c~~l

studies, media, curi•icuiar, reports, aEid ottiei• Materials i~ot owned by PAS t►nde~• this Agreement, but which relate to theServices or this Agreeineni; pravidad, haevever, that Consultant shall riot be required to grant such right to 1'ES with

respect to a~iy Mate~~ials for ~vhict~ Consi►lta►rt would be liable to pay ca~npensation to thi~~d panties because ofsuch g~~ant.

9.2 ~ntellectu~l Proneriv Rights, For purposes of this Sectio►3, "Intellectual Piopei•ty Riglrts" shall tne2n and includeany U.S. oc foreign pate~it, copyt•iglit, trade secret, tradema~•k oi• atly other p~'operty ot~ proprietary right of a third party.

Consultant represents and warrants that the Materials, including any labals or trademarks affixed thereto by o~• on behalf

of Consultant, are free from a~~y claim of a thi~•d patty for infi•ingeinent or misappropriation of any Intellectual Property

Rig}it, and that neither the Material t~or use thereof by PES, shall infringe on any Intellectual Property Right, Consulta►rtshall (i) defecid, at Co~isultant's sole expe~~se, it~deuuiify and bold PAS harmless from a~~y claim, snit, action or praceedii~g

for alleged itifri~~geclieilt or misappropriation of any ~iiteltectaal Property Right associated ~vit}i tiie Material, and {ii) shall

(a) proctn•e for PAS the ~~igl~t to confi~iue to rise the Material; (b) replace the Material ~vitl~ an equivalent non-infringing

product oi• material; or (c) with tiie prior ~vrittei~ approval of PES, remove the Material acid t•efar~d aU pay►nents i~~ade byPES for tl~e Material, Tire indemnities set forth in this Section 9 shall include, ~Vll}]011t I1lnlfaYlOi1, the obligation to

pay

&Il(I C~iSC~lc~i~ge any attd all judgme~zts, decreas, penalties and a~va~'ds which ttt~y be tetldered iu any such shit, action ar

proceeding against PES, its parent or their respective subsidiaries and affiliates anti all court, arbita•ation a~~d mediatiai,

attorneys' fees and otitar out-of packet expenses incurred in conuectiou with sitci~ claims, lawsuits, actio~~s or

p►'aceedings.

9.3 Non-Disciosu~~e. During the Initial Term and a~iy Additional Terms) o~ this Ag~•eeineiit and thereafter, except

~vitli the prior• written coi~setit of PES, CansuItant shall not:

(a) Issue, publisi~ or divulge any Mate~•ials developed ar used in the perfor~na~ice of the Services in any public

statement, thesis, writing, lecture or other verbal oc ~v~•itten com~3mnicaTion; or

(b) Disclose, o~~ t~se to 'sts advantage or gain, confidential information of airy natin~e acquired from PES or

acquired ~s a result of Consuttant's activities in connection with this Agreement.

9.~t Con#~cie~ttiallty. Consultant agrees to maintain all information disclosed at2d developed in connection with this

Agreement as confide~~tial, acid agrees that such information and any athaz• infor►~~aEio7i ~vhial~ pertains to PAS' business

activity in any manner, and wliici~ is not the subject of general public kc~o~vledge, 1I1C1U(~III~ ~VitL1011t IItT11tc1T1011, propt~ietaty

processes, teclviical informatio3i and kiio~v fio~v, tnanagemenf policies, eco~zon3ic policies, financial ai d other date,

customer lists, acid compiitez• softevar~e ("Co~tfide~it~a~ Information") may not be disclosed to ai}y third party ~vitiiout ttie

~vriften consent of PAS, Consultairt shall require persons to ~vl~ocn infarmatian is disclosed itt connection with this

Agreement to honor the confidentiality provision of this Agreement.

ARTICLE X: ~V~NTS OF DEFAULT

10.1 ~ve~~ts of Default. Each of the following shall be an went of Default t~ncler Phis Agreemei3t:

(a} k'ai11Fi'8 by CO115uItaTlt t0 COtllply tiVit~l aRy pl'OVISl0i1 Of ~~1i5 A~eeement,

(b) Oectu•rence of a~i Event off' Insolvency with respect to Coilsultatlt.

(c) Falseness or inacciu~acy of a~~y warranty o~~ ~•epresentation of Canst~ltant contained in this Agceecnent or in

any other doc~trnent submitted to PES by Consultant,

(d) Vlp~c~ClQil pf PES' Safety Requirements.

Professional Services Agreement — Cont~•act Number CW~14499 Rev. 2 Page 8 of 34


(e) A violation of la~v ~vhici~ ►•esults iii a guilty plea, a pte~ of nolo contendere, or conviction of a criminal

offense by. Consultant, its directors, etnplayees or• age~~ts {1) directly o►° i~idtt-ectly relatizig to this Agree~netrt or tineServices or Materials provided, wlietha3~ oc not sticti offense is uiti~~iately ~dji~dged to have accuri'ed, or (2) which

adversely affects perfor~~~ance of this Agreement.

X0.2 Notice axed G~•nce. PES t~gcees that it ~viI! riot exercise any right or remedy provided for iai Section 1 I.1 (PES'

Remedies) hereof because of any Event of Default, uu(ess PES shall have first given ~vritten ~iotice of tlae Event. of Aefault

to Co~~suitant, and Consultant, within a period of five (S) days thereafter, or suclx additional etn~e pe~•iod as PES may

authorize, shall have failed to correct the Event of Default; provided, ho`vever, that no such notice from 1'ES shall be

i•egtiired, uo~• shall PAS permit any period for cure if:

(a) Cansttltant has temporarily or permausntly ceased provid'uig Services and Materials;

(b} The Evelit of Default creates au emergency which requites, iu PES' reasonable discretion, i~mnediate

exercise of PES' rights or remedies;

(c) PAS has previoiisiy ttotifteci Consultant in ttte p~•ecedi~l~ twelve {12) mo~ith pai•iod of at~y Event of

Defa~ilt under this Agreeme►rt;

(d} A~i Event of Default occut•s as desc~•ibed in 10.1 {d) or 10.1(e); ai•

(e) Consultant has failed to obtain or ~nai~~tai~l the insurance a~~ any sectu~it}~ required under this Agreement.

Nothing co~~tained in this Sectioli shall li~~ait PES' rights under Article Xl {Ret~~edies}hereof.

ARTICLE XI: REMEDIES

11.E PAS' Remedies

{a) In tl~e event Consultant has co;7~~nitted or permitted an Event of Default, and has not been notified the~~eof

in accordance with Sectio~~ 10.2 (Notice and Grace) hereof, then PES ~~~ay, but shall not be obligated to, withauf fu~•t11er

notice to oi' C~~111c~tlt~ 011 COI1St11tc~lit, and ~vithoat waiving o►' releasing Cor7su!#ant fi•otn any of its o6lig~tious under• ti~isAgreeme~lt:

{1) perform (or cac~s0 a third party to perform) t~~is Agree~ne►~t, in whole or in part, including, ~vitl~outliti~itatio►i, abtai~3ing or paying for any regciired insurance or perfori~ling otter acts capable of pa~•formance by PES;

(i) Consultant shall be liable to PES fac~ all suns paid by PGS acid all eh~enses incurred by

PCS (o~• a third panty) pursuatlt to t}lis Section il,l(a}(1) together tivifh interest at the highasY legal rate permitted i~~ tl~e

Co~nmornvealth of Pei~s~sylvatlia thereon from the data of iiicarr~it~g suc1~ costs. PES shall net, in any event, be liaUie fog•

inconvenience, expense or other damage i~3curred by Coi~sitltant by i'Ec~5011 Of S11CI1 p~f~formance or paying such costs or

expenses, and the obligations of Consultant utidei• this Agreei~ierrt shall not be altered or affected in any manner by PES'

exa~•cisa o~ its riglrts u~ide3~ this Section 1 J.l. ]ci no eve~~t s1zaU any liability it~ct~r~•ed by Corysultant exceed t(vee (3} times

the vati~e of ttvs Agreement.

(2) withhold, or offset against, any fi1«ds payable to ar far the benefit of Consultant;

(3) collect, foreclose or realize upon any band, collateral, security oi~ insurance pi'4ViC~8C~ ~y OY Oli

bel~atf of Consultant; o~~

(~) exe~~cise any righk it has o~• inay have aT law, inequity, ot~ under this Agreement.

Professioua( Services Agreement —Contract Number CW44499 Rev. 2 Page 9 of 34


(b} Tn the event Consi~itant }3as committed o~• pe~~mitted an Evei3t of Default, and has been notified thereof iii

accordance with Section 10.2 (Notice a~7d G~•ace) hereof, then FES inay, bt~t s1}ali not be obligated to, ̀vit~~out svaiving or

raieasing Consuttat~t fi~on~ zny of its obIig~tions under this Ag~~eement, termi~late this Agreen~ei~t in whole or in part, as set

forth snare frilly iii Ai~ticie XII {Ter~~iinatiott). In t}~e eve~it of pa~~tial tetminatioii, Consultant sha11 COIltlIlUO tl~er~,~~~,•;~;af;~~ ~~t~,;~ Abi•gg~r~tit t~ ~1~~ ~~tPpt tt~t fet~tni~~ated. If this A~•eeinent is tet'ininaTed, PAS shall issue a tivritteu

Termination Notice, which stall sat fo~~ttt the effective date oftlle termination,

11.2 Co~icurrent P~u~suit of Remedies; No VVTiver.

(a) P~;S ri~ay exercise airy oc all of tl~e remedies set forth in this Article XI, each of ~vtiicli irtay be pursued

separately or in connectia~~ ~vitl~ such other remedies as PES, in its sole disci•etian, sliali determine, No sxte~~sion or

indulgence granted to Consultant shall operate as a waiver of any of PES' ~•igtYts in cof~iection ~vitli this Agceernent,

(U) Tlae rights anti remedies of PES, as desc~•ibed in tt~3s Article XI acid ss described else~vlie~~e in this

Agree~~ient, sha11 not be exclusive and are in addition to any otiiea• rights oz• remedies availaUle to PAS unda~• this

Agreement, at law or in er~iiity.

ARTICLE XII: T~RMINATIQN

X2.1 Te~~mi~iatio~~ fog• Conve~iience. In addition to its rights tuidei~ Articles III (Compe~isation) and XI {Remedies),

PAS shall leave the ~~igtit to terminate this Ag►•een3ent at auy time during the term of this Agreement, far any reason,II1CIilC~ltl~, ~VitllOilt I11211t&tt011~ its own convenience. If this Ageeeme~it is terminated solely for PES' convenience, PES

shall issue a ~vrittei~ Termination Notice, ~vluch shall set forth the effective crate of the te~'t]1ltic3t1011.

X2.2 Resnox~sibilities Upou Tex~minatioft.

{a) Upon receipt of a Tes•mination Notice, Consulta~it and its agents, employees and Subcontractors shall:

(1} take iinniediate action in an orderly manner to discont's~iva services and demobilize ~vo~~k fo~~ces to

minimize the incucreuce of costs; and

(2} collect, assainble and t~~snstnit to PES all Materials, All s~icli Materials shall be clearly labeled

and incteaed to flee satisfaction of PAS, acid de3ivered to PES by the Consultant on or before the date set forth its the

Termit~atioit Notice for delivery of tl~e Materials or, if aiot such data is set forth in the Ter;ninatian Notice, tlie~i before tl~e

effective date of termination set forth in the TeF•mination Notice. There shall be no retai~iing o~• charging liens or the like

in favoa• of the Consultan#.

{b} Terminatio~i of Phis Agreement s17a11 ytot effect any obligations or liabilities of either pa~~ty acct~ui~Ig prior

to such termination.

(c) There shall be Rio liability, cost ar penalty to PES for terminatiat~ of Consititatit.

12,3 Paviueiit of Consultant Upo~t Termi~iation,

(a) Upon termination of Consi►ltat~t by PES for an Event of Defa~~lt, Cans~dtarit shall ba e►~titted to paymentof an amoeuit, to be determined by PAS and s~ibject to audit, as shaII compensate it for the «~oa•k satisfactai•ity performed

prior to the termislatiori date; provided, liotvever, that:

{1) no aIlo~vance shall ba included fo~~ termination expenses or for a►rticipated profits, unabsorbed orunderabsoi~bed ovarllead, or unperformed Services; and

{2) PES shall deduct from any a«iol~nt due and payable to Consultant prior to the termi~iation date,

the total amati~~t of additional expanses inc~2rred by PES in order to satisfactorily complete tl~e ~vaa•k rec~t~i3•ed to be

Professional Services Agreeineut —Contract Nu►nber CW4449~ Rev, 2 Page ] 0 of 34


parfarmed by Consultant under #his Agreement, iucludittg the expense of engaging another Consultant for this purpose,

and such ether damages, costs, lasses at~d expenses of PAS as may be incurred or result from such Yertt~ination for defat~it.

I~~ no event shall a«y liability i~ticurced by Co~lsultant e,cceed #3zcee (3} tines the value of this Agreement.

(U~ ltl IC10 SV~[]L OT TeTlill[liiiiG[1 of ~~`.tiiw"liiii~ii~ ii j' n~~ v: i~~u' ~JIIVB;l1~::C~, Cnngi2jfai}t cliall he paid att

amount as shall compensate Consultant for the portion of ti3e Services satisfactorily pai~:Foi•iued ai d Materiels satisfactorily

delivered p~•ior to the date of termination. No amount s4iall be ailoived far terminatio3l expenses, or anticipated profits,

unabsorbed o~• underabso~•beci overhead or unperformed Services.

12,E Tez•minatiov by Coi~suttaitt. Consultant may elect to teri~~inate this Agreement, iii ~vhol~ ot~ in pa►~t, effective

inuiiediately upa~i delivery of a ~vritteil termination notice to PES if PES breaches airy pi•avision of this Agreement in any

maferiai respect and does not cu~•e such breach wifliin thirty (30) days afte~~ receipt of ~vritteii notice thereof.

ARTICLE XIII; S~'LCIFIC LA'~'VS

The provisions of this Article are plot intended to limit the applicability of the other pravisio~ts of this Agreement,

ittcltiding, without limitation, Consultant's agreement to comply with all Applicable Laws.

13,1 Non-Discrimi~tation, I~~ performing this Agree~neut, Coi~sultai~t shall not discriminate or pei'121it aiSCi'ItI1lllfltl017

against any petsoiz Uecaiise of race, color, 1'ej1~[011y 11~t1011c11 0]'lgltl~ 507+, fllldl~r sexual orientation, S}~ecificaily, Consultant

agrees to comply witi~ the ~•egulafions set fo~•tli in the ~q~ial Oppo~~turlify Clause at ~~ CSR b0-250.5(x), 41 GFR 60-

741.5(a), 41 CFR G4-1.4 and Section 202 of ~aecutive O~~der 11246, attd all amei3dments there#o, unless s[~ecifically

exefnpt. In the event of such discrimination, PAS ma5~, in addition to any athei• rights or remedies under Phis Agreement,

at la~v or in equity, terminite this Agreement fortt~~vith,

13,2 Anti-Kicicbacic, Consultant agrees that it Iias used and sl~aU continue to use due diligence dut•i~~g tl~e

perfor~nat~ce of this Agreement, that neither Cousu(tai~t rior a~iy officer, employee, agent or othee represei3tative of

Consultant oi• Subcontractor has made oz• will make any payment ar kickback in violation of any applicable federal, state,

or local la~v or regulation, and all amendments thereto,

ARTICLE XIV: C~,AIMS AI~tI) DISPUTES

14,1 Metliatfoi~. Tile Pa~~ties ag•ee that any dispuke that camlof be resolved amicably, shall first be submitted to

mediation before ~ mt~tualLy acceptable mediator, prior to either Pa~~ty resorting to legal action. If the u~ediation has not

concl«ded within slaty (60} days of the initial demand for mediation, either Party may then pursue litigation in accordance

with this Section, without further recourse to mediation. Tf tine Patties are unable to agree upon a mediator within thirty

(30) days after either uatifias the other iii w►'iting of its intent to mediate, tiie mediator shall be appaii3ted by t~~e American

Arbitration Association located in closest praliinity to the work. each Party shall bear its ot3t-of-pocket costs of the

mediation. All other costs of the mediation, a.g. mediator• fees and x•elated cha►•ges, shall be shared ec}tiaily, If the Panties

are tenable to a~,c•ee upon a site, tie mediation shalt be held tit a location selected by tl~e inetiiator, A ~°equest foP• inediatiori

shall i~niiiediately strs~end tl~e rumuvg of any statute of limitations, until the nlediatFoii is coi~ipleted oi• abandoned by

eiti~er Party, upon giving ~vrittet~ notice to the other,

All disputes riot ~~esolved by mediation sha11 be decided ~y litigation in the federal or state co«cts of Philadelphia CoLmty.

BOTH PARTIES EXPRESSLY WAIVE THE RIGI-IT TO JURY TRIAL IN ANY LEGAL PROCEEDING IN ANY

WAY ARISING OUT OF OR R~I.ATED TO THOS AGREEMENT, AND EXPRESSLY SUBMIT TO THE

AERSONA~, JURISDICTION ~~' THE CC3URTS NAMED IN THIS SECTION,

Professional Services Agreement — Cantt~~ct Number CW44~99 Rev, 2 Page I 1 of 3a


ARTICLE XV: MISCELLANEOUS

15.1 Governi~►g Law. This Agreement, and all disputes ~risin~; under this Ag►•ee~nent, shall be gove~•ned, construedand decided in acco►•dance with the laws of the Co~n~~ion~vealtll of Peiuisylvaniz.

15.2 Ai7ie~iclraents; Waiver, This A~eement may not be changed, amended, augcneiited, i•escinc3ed, or discharged

{other than by performance}, in whole or in pant, except by a written Ame~idmeiit signed by tl~e Paclies. Except to the

extent that the Pa~~ties may leave otl~e~•~vise a~•eed iii ~vi•iting, r~o waiver of any provision of this Agreema~it shall be

deemed: (a) to be a waiver of any other pt•ovisiojl iti this Agreement; oz• (b) to b~ a ~vaivec• of atiy breach of the obligations

ender tires Agi'eetttent. A~ly forbearance by a Patty iii seeking a reiriedy for auy ~io~icotnpliance or breach by flee other

Party, shall riot be deemed to be a waive• of rights and remedies with respect to such no~lco~t~pl ia~ice a~• breach.

15,3 Integration, This Agreement cot;twins all the terms and conditions agreed upon by t~ia Parties, and na ottler

Ag~~eement, oral or otliertivise, regarding the subject matter of this Agreemant sha[1 be deemed to exist or to bind any party

hereto or to vary any terrl~s contained i~~ this Ag~•ee►iienT.

15.4 No Joint Venhn~e, The Parties do not intend to ct•eate, and nothing contained in this Ageee~t3eni shad be

constrt►ed as creating a joint ve►rture arrangeineitt or partnership between PBS and Const~itant.

I5,S No Third Party Beneficiaries, Nothing iu this Agreement, express or iu~piied, is intended oz~ st3all ba construed

to confer upo~~ or give to any pet•so~l, firm, corpot•ation, oz• legal entity, other than the Parties, any right, reitledies, o►• other

be~iefits under or by reason of this Agreement.

15.6 Assi~nmenf. Consultant shall i~ot assign this tlgreement, or any part of this Agree~l~ei~t, or any right to any

monies to be paid imde~~ this Agt•eei~~ent, without, an each occasion, obTainit~g the prior written consent of PES. In no

case, shall approval by PES of the assignment of any monies to be paid undee this Agreement, relieve Consultant froi~l its

obligations hereunde►•, oz• change the remai~~ii~~ terms of this Agi•eemei~t Any pacported assignme~it in violatio~i of this

Section si~alt be of no effect.

15,7 Counte~~nax•ts. Ttiis Agi~eemeut may be exec~~ted siin~~itaneously in n~uitiple co~irlterpai~ts, each of which shall be

deemed an original, but all of ~vliicll taken togethar shall canstitufe btrt one and the sstt~e instrument.

15.8 Severability and Paa~trat Zn~~alidity. The p~•ovisions of this Agreeme~it shall be severab3e. Tf any provision of

this A~c~eemeiit, or #l1e application thereof, for airy }•easan or circumstances, shall to any extent be held invalid or

linenfo~•ceable, t13e remaining provisio~is of this Agr~e~iiet~t, or the application of such provision to persons or entities

other than those as to ~~1~icIi it is held invalid or t~nenfoi•ceable, shall not be affected thereby, and each provision of flies

Agreatneiit shall be valid ai d enforceable to the fullest exte;it permi#teci by la~v.

15,9 Sw~vival. Any and all provisions set forth in #his Agreement which, by its or their natiu•e, would reasonably be

expected to be performed after• tt~e termination of this Ageee~itent, stall survive ai d be enforceable after such tertnitiation.

Any and all liabilities, actual or contingent, which shalt have arisen in con~iectio~i with this Agt•~ement, suc}i as tl~e

obligation to indeiniiify, defend end Bold harmless PES, its of#icei~s, employees and agents as set forth in Seciian 7.2

(Inde3nnificatiou) and the rights and obiigatio~is set forth in Article IX (~~v~iersl~ip of Materials; Proprietary Information;

Canfidetrtialsty), shall survive the termination ar expiration of this A~;i~ee~nent.

15.10 YuteeL~et~tio»; Order of Pz~ecedcnee. Iii the evattt of a conflict ar inconsistency between the teems of this

Agreement and the terms of any exhibit, the #erms of this Agree~nant shall conti•al.

15.11 Notice, Any notice or ether co~nmuvication ~~equired or• pei~m'stteci hereu~lder, shall be given in writing to the ott~e►•

Party at the address below, or at such address as shall be given by t13e other Parley in writing. Notice sl~a[1 be deemed to

have been given or made ~vl~en deliveeed personally, including overnight courier or electronic transitZission, provided that

if notice is given by electronic transmission, it is folio~ved ~vitliiii fluea (3) days by i~lailed or delive~•ed written notice, ar,

if mailed, by certified mail, ~•eturn receipt i'egnested.

Prafessionat Services Agreement -- Contract Nutnbe~• CW4~i499 Rev. 2 Page 12 of 34


510 859 3101 SUNQCO

To [~~.~. 1~Eyllade[~liin ~na~•&y SoE~it~oi~s Rofi»itig and Ma~~keting J~~.0

~ I44 W. ~BSSyl1UI(AYCtll181'hiladel~~ta, PA 19145Ph; 215-399-I231E-mail: rfgi~s s mocailic.co~riAttention; TticI~~rd Gies

To Cottsultant: ~akeE~ engineering and Risk Caivsultanls, lnc,

33x0 OaklValt CAtirt, Suit41U0,San Atjto»io, TX 78218Pig: 2 t0-824,59G0&niaEl; al~arris(a~~akcrRfsk.co~nAttention; Amanda S. Hacris

08:00:06a,m. Q2-26-2013 1/1

i5,~2 Hepd(n s, 'i`he {ieaditigs to ff~ls r1geeement do not iu ~i3y ~vay def3~io, Itfnit, ciescr3Ue or amplify iEie pi~ovisio~~s of

this A~~eeuie~~t, or the scope or inte«t of t ie provisions, slid ate nat a fact of ihls Agceement~

l~,13 s n,~, All statutory or other cllatio»s of la~vi~efei~enced in tlils Agreemen# sl~aif refer to t(io statuke refor~nced,

as it mfly be an~ende~l or superseded from tii~ie to time.

151.4 p.~. Any references kti a number of days 1n ibis Agreement shall mean "calei~dnr" days, unless biisittess dtiys

ara specified.

35,15 I~ttimUer and Ge~idet~. 1Vhei~evot~ the co~ttext t~egtsires, tivords used In the singular shall be consfnsed to mean or

lncli+de the plural anc~ vice veisA, and ~rbriolins of flny gender shall lie deemed to incl~zde acid designate tha ~nasciifine,

femii~ina or neuter gender.

3N 4VITNE'SS V~ITER~Qr, qte Parties iiet~eto; inkeuding to be legally board l~areby, lfave caused fltis Agreeine~tt

to be executed by their respectiva duty ~ultaorized repi~sentatives as of file date in tlio heading of this Agreement,

PHILA~3~LPHIA ~i~ERGX SflLU'I`SOl`i~RLr~INiNC AND MARKETING I,I,C

~- r

Nano: C~ vi C~ I t 0 ✓~ l!C~

TiEte~ ~d` ,~l ~I`lf ,~'ri~~~

BAK~:R ~NGIN~~ ING & R~S~Z. CC}NSU~.~'ANTS~ INC,

~~~By;

" us f

~ ~ ~ V ~ r r

Peofessionai Services Agreei~ient -- Cozzirac# N~ttnber C`V~4499 Rev, 2 Pa$e 13 af34


To PAS: Piiilacielpliia Energy Solutions Refining and ivIa~~ketii~g I,LC

3144 W. Passyt~nk AvenueP~~ilacieiphia, PA 19145Fig: 21 a-s1~-i23 iE-~ttail: rfgies~sunacoinc,coEnAttention; Ric3~ard Gies

To Consultant: faker Bngineering at~d Risk Coa~sultants, I~~c.

3334 Qakwell Count, Suite 100Sa►i Autoiuo, TX 78218Ph: 210-824-5960E-mail; aharris(cr7Bake~'RlSIi.00311Attentioi7: Amanda B, Harris

15.12 Heaciiu~s. The headings iu this Agt•eemeut do not in any ~vay define, limit, describe o~' amplify the provisions of

this Agreeme~tt, or the scope or intent of tl7e provisions, and are not a part of this Agreement.

15,13 Citations, All statutory or other citations of law referenced iii this Agree~neut shall t•efet~ to the statute referenced,

as it maybe amended or superseded from time to time.

15.X4 DRVS, Any references to 1 number of days in this Agreement shall mean "calendar" days, unless business days

are specified,

~S,IS NiutiUer anti Ge~~cler. Whe3iever the context requi;•es, ~vot'ds used in ttie singular shall be construed to mean or

include the plural and vice versa, and pronouns of a~iy gender• shall be deemed to i~~clucie anti designate tl~e tnasculi~ie,

feminine ar neuter gender.

1N WITNESS WHEREOF, t4~e Parties hereto, intending to be legally bound I7ereby, have caused t}pis Agreement

to he exectrted by tliei►~ respective duly aiitliorized representatives as of the date in the heading of tills Agceeinent.

PHILADELPHIA. ENERGY SOLUTIONS

RI;~'INING AND MA12I{STING LLC

~y.

Nance:

Title:

BAKER ~NGIN~L+'~ING & RtBK CONSULTANTS, INC.

~~~ ~v 4~-

Name: ~ t b~~:G~ fit y~~`►"5

Date: Y~,l Y"' .~ c~•~ ~J

Professional Services Agreement -- Ca~~tract Number CW44499 Rev. 2 Page 13 oF34


~RHIB~'I' A

Sl{:~VIt;ES ANll MATERIALS T4 BE PROVIDLU BY CONSULTANT

., ~__„ a_ ~ ~„~ ~,,.,•„ t r,,,,iS u~:C~;ri~:~l'1~IS t~ S~f~ly arfnrll~ Pn iaiP~~•in anc~.~.~0 l.OI1SlI1~Alll S[l~lii ~f"UV1llG q11 Jli}.tE~ViSivii~ ici v~~ ..~iulyFii~,h~ wv. y ~ ~,....,. ..~j.. ~ _

risk cousulti~ig analyses fog• PBS's Pl~iladelp}lia Refiziery. Woik sl~aIl be pt•ovida<i on a~i as-~•egtiiced and ►•equested basis.

2.0 Work requested by PES small be released against this Contract tlu~ough the issuance of aJob-Specific Service

Ptli•chase Ot~ders (SPOs). The SPO authorizes, ide~rtifies, end defines tl~e scope of ~vot~k, project timeline, payment basis,

and budget.

3.0 Cont~~actoc nn~st pe~•for3n ali work iu accordance «pith the Philadelphia Refinery Safety and Security

Requiretnants.

AND (}I~' ~XHTB.IT A

Professional Services Agreement —Contract Number CW44499 Rev. 2 Page 1't of 34


EXHIBIT B

GUID~LIN~S FOR CONSULTANT

~__ r z~~~..:..~ ~..,, a....,,., ~,,,ii t f [t,,..A~ Jj~ ~~It3tl~.µllt, i:i:18Sc ()t~tPl'~YICP a~lvic~cl in ~vi•i~fno by 110 PES~11G 1V11V1V111 1V~.EUttGGa Suaii Ji. tvuviJti.0

Contact responsible fo~~ managing the representation.

X. Maua~ement by PAS. The PES Contact shall Ue designated to ma►~age Consultant's Services relating to thepc•oject. Cansttltant shall follow the PAS Contact's direction, and keep t}~em info~•mecl of all developments tf~at arise, as

welt as consult with the PAS Contact ~vitli respect to project developtnent.

2. Correspondence and Dociuneutatlon Pi'~S072tAtlOT1.

(a) Cocres~~ondence. Cansulta~it shall copy the PES Co~~tact on all cor~•espondence sent and received by

Consultant,

(b) Doc~iment Pr~ai~ation. The PES Consultant may elect to prepare Materials related to ttie project with

which Consultant is assisting. T4~e PES Contact should have the oppartuuiry to clise~~ss the preparation of cioc~une~its with

Co~~sultatit beforei~and, in orde3~ that it tnay be determined ~vho tivill perform the Services. As noted above, Consultant

shall obtai~i the authorization of tl~e PES Cont~cY prior to the prepaeatioii of ail ciocume►~ts, in any event.

3. Stat~is Reports. Co~isultant shall keep the PES Contact advised oil the stat~is of the project, by advising in

advance of all relevant dates, including dates for meetings, and any negotiation ar other sessions. In tlyose instactces ~vlien

someone from PES is t3ot presenting at a meeting, Consultant shall update the PAS Contact by telephone, when

appropriate, and promptly p~•ovida said PES Contact with a written report following the event.

~1, Ne~oti~tions. Undet~ Rio circumstances shall Consultant agt'ee to release any substantial right, a~~ otilet~~vise

commit PES on any major issue, witliont prior• approval from the PES Contact.

5. Ge~ieral Cflsc ManR~e►nenf J?x~inciples.

(a} Personna3. Consultant shall avoid multiple representation at meekings (~uilass otl3erwise pre-approved),

overstaffing (unauthorized perso~is are not permitted to work on PES matters ui~4ass pre-approved); rotating PES work

among pe~•sonnel unfamiliar with the assigned matter', or rise PES work to train its staff.

(b} Media Policy. Consultant shall not clisc~iss ~vit13 fhe media {nor provide airy i~~farf~tatio~i to the media)

regaE•ding any matter it is working an for Consulta~it without prior consultation ~vitli, and approval af, the PAS Contact.

{c) Intel•-Uf~ce Ca~ferencing, Consultant shall keep inter-office confere~lcing to the minini~un necessary for

person~lel to effectively and efficiently manage the Services.

END OF EXHIBIT ~

Professional Services Agreement ~ Contract Number CW44499 Rev. 2 Page 15 of 34


EXHIBIT C

COMPENSATION

'~-~_- i'••~ E:~-.. + + F . R,li ~ ~~~rr~1 t s~rfnr~na v by (v ntracft 1• n Yet Wni• s1.0 ~f3I1~1`itCi rric6. rutl ~uil3~i8iiSai~~ii tC~ Cvi3Sulrui.~ ~Ci ~~~« ?i,~ t, ~.~ ~.,.,,,,...,,S1C....,, p__.-~_.J_ .__~ ~C ~_

.defined in Exhibit A —Scope of Work, ca►npliance with all terms and conditions of tt3is Contract, acid fai' Contractor'spayment of all obligations it~c~~ered iii, or applicable to perfo~~niance of tha Woz•k, Aiuival compensation for this Contract

shall not exceed $50,000.00.

2.0 Prici~ig Bases. All rates set-fortis below sliall be firm for tiYe diti~ation of the Work and include all Cotisliltant's

costs, expenses, ove~•head, and pa~ofit boa• complete performance of ti~a Work,

3.0 Rtes. The folla~ving rates are valid th~~ough December 31, 2013. Futiu~e rate cI~anges anust be approved by both

pa~~ties in the form of au Amanciment to this Cozitraet prior to proceeding with such Work.

C~i~G~;OI'~' ~if~'IUU1'

Etl III88PItlg II1S8I71 ~IS.~Q

Secretai 87.00

CAD O erator 92.0

Tecluiician 92.00

Doctt►iient Editor I09A0

En itieei/Consultant 148.00

Pra'ectEn meet•/Consiitta~itI 171.00

Pro'ect En ineer/Coi~sultattt It 197.00

Senior• E;1 ii~eer 221.00

Princi al E~~ itteer/Gonsttitant 244.00

Senior• P~~i~~ci gal &~ uieerlConsultant 267.00

Matta ing Pri►~ci al En ineer/Consultant 295.Ofl

4.0 Travel. All travel expenses shall be pre-app~•oved by PES, invoiced at cost, and suppoa~ted by docume~ltation

t~het~ invoiced.

5.0 Materials. A11 ~~eimbuc~slUle inate3~ials and supplies shall be invoiced at cost attd suppot•ted by docutne~~tation

~vhe~i invoiced.

S.0 Contract, SPO a~ldJor Work Oa~cier m3mbet~s Must appear ou each invoice submitted by Coi~s~~ltant. The te~•ins of

payine~rt are thirty (30) days upon ~•eceipt of a eo~'a'ect and proper invoice including auttiorizatio~i from PES's authorized

representative.

7.0 Li~~aice to: Philadelphia Ener~,y Solutions Refini~~g and Marketing LLC

Attn; Accattnts Payable1735 Market Street, Suite LL

Pl~ilacielphia, PA 19103-7583pesaccoticttspa ay ble tc,s«1~ocoit3c.coti~

END OI~ EXHIBIT C

Professional Seiviees Agreetne~~t — Cofiti•act Number CW~4499 Rev. 2 Page 16 of3~t


EXiiii~~~']6PHILADELPHIA R~FINERX ~AT~TY AND SECURITY REQU~ItEM~NTS

Philadelphia ~~~ergy Solutions Refini►~g and MaK•~ceting LLC ("PES") is pleased ti~at yott a~•e pursuing becoming oneof our approved Contract Service Provides (or remaining as one or our Approved Goi~tractorsj, In order fir yoii~°

carnpany to be approved, tl~et~e ai~e a ntiuiber of steps that must be completed. The infor~natio~~ in this packet is intended

to ehpiain the regai~•e~nents that in~~st be completed in order for us to perform our IZealth; enva~'oty►nent and safety reviewof your company.

1,0 Your current company cosltact information (af~cial company name, prii~7ary contact person name fo~~ your

company, uiailit~g address, phone/fax numbers, and eanail addresses) must be pt•ovided to the PES Materials Management

Depa~~t~~ient designated contact person. Tiiis ~~~ill allow us to create a z~ecoz•d of your company in our files.

2.0 Iii a~~cier far PBS to pe~•foi~m a j•evie~v of your• company's Health, e~3vironinent, and safety (IBS} progratn and

perfo~•mance, our o~iline co~upiiance f•ecordkeeping system and screening ve~ldar ISN Software Corpo~~ation {ISN} shall be

contacted at {2l4) X03-4900 in o~•dec ro subscribe to their system and get ts~ainii~g o~i ho~v to use it, Thei•e is a subscription

fee to subscribe to the ISNet~vorld syste~~~. 7f yoti are a cu►~~•ant subscribe►' to ISNetwarld, then there is no additional fee.

Tl~e p~•ocess of subscribing and getting the training can tatce several days to complete so please be dilige~it in completing

this i~~ a timely mature;~. Yoe cats also vssit t~ieir ~vebsite aY ~v~v~v.isnet~vorld.cam to learn more about the program.

3.0 All of tiie questions in tlae ISNet~vorld Standard Contractor Questionnaire {SCQ) ~7~ust Ue a~ls~vered. This process

can also take several days to complete so please be diligent in coFn~ieting this its a timely manner. Also, all t~e~v and

updated questiocis itt ttie ISNetwarld s3~stein must be atis~vereci at the end of each snbsegcient girai~tei~, and netiv OSHA

injury Togs and BMR's rt~ust be attached as they become available,

4.0 All of tiie ~•egtiireci health, environme~ita3, safety, a~~d insuca~~ce attaeluneilts must ba attached to your ISNerivorld

dashboard:

• Attach your' OSHA injury logs for' the previous three years (if you~~ company is riot required to keep OSHA

injury logs, then attach a list of all injuries #o your employees for the previous tluee years).

o Attach your• Expe~•ience Modification Rate (BMR) far ttuee most recent years (if your company does not have

an EMR, tl~e~i attach a Jist of all injuries to your einplayees for the p~'evious tluee years).

a Attach an ex~lauation for youe company's Total Recorc~abie I~ljut~y Rate if it is aUave lA for a three year

average and include the improvement steps being taken fa improve your safety performance.

• Attach au explanation for any fatality and improvetnetit steps being taken to improve your safety perfo~~inance.

o Attach an ea~~lat~ation for• any x•egt~latary citations received at~d improvement steps being taken to impz~ove

your• safety pet~formance.• Aktaclt your company's Health, Environmen#ai and Safety Manual/Program.

• Attach your signed C'antractor Data Cei•tific~tion Form (page 3 of this document). Send a copy of you~~ signed

Contractor Data Certification Form to your designated PES Materials Ma~iagetnent co~~tact as ~vel1.

• Attach your valid insurance cei~tificate(s) its accordance with PES's insu~•~~lee regt~iremet~ts.

5.~ Revietiv all the policies and standards that are listed o~~ ~~eferenced on the attached Contract Service Provider Data

Cer{iffcation Form. Have an officer of your company provide his/her signature on the form ~vliere designated and provide

his/her initials where desig«ated, Post this form on the ISNet~voi•Id ~veUsite on your company's dasl~boacd,

6.0 Once yo«c company's HES data has been j•evie~ved, verified and approved, your designated FES Materials

Managetnei~t contact ~vili continue fhe approval process a~~ci notify you when yot~ are frilly qualified to work ~vitliin PF,S's

facilities. IFyOlI Iic~VO &ily C~UOSltO11S~ please do Clot hesitate to contact one of the following people:

• He~itt~ and Safety Requirements questions should be directed to Ricli Giaconia 215-3392567, Security

Background Check questio~is should be directed to tale Security Processing Cente;• at 215-339-7584.

• Q~iastions an aiI othe~~ documentation should be directed to yot~~~ designated PAS Materials Management contact.

Professional Sea~vices Agreement --Contract Number CW44499 Rev. 2 Page 17 of 34


PAS Co~ttracto~~ D~ttA Certi~catioi~ Form

I, Your Name), (Print Title -- Note.

Must be an officer of the company}, of (P~•int Company Name, hereinafter

called "Contractor") da hereby certify that the ai~swei~s pa•ovided in the Standard Canh~actor Questioamaire (SCQ} iu

ISNet~varld are accuc~te ~ncl correct, that I leave reviewed the policies and standards listed o~~ referenced belo`v, acid that

ties employees of my compairy will abide by these policies and standards:

Cr~ntractar

Item ## Company Requiremant pescription

Officer's InitialsContractor wNl complete 2"d page in "Background investigation Authorization

dorm" (Contractor ~mp(oyee "PES Authorization and Disclosure") for each

employee and fax or hand deliver to the appilcable facility's Contractor~Processing Center. The Phikadeiphia Refinery Contractor Processing Centers'

fax machine number is (215) 339-7586.

Contractor understands and agrees to foflow all PES Safety Standards and

Policies and will ensure that each Contractor employee is trained on applicable

standards and policies prior to beginning work for PES, (Vote. To get access to

2. these Safety Standards and Policies, including the Appendices cited in this

document, complete the following Extranet Access Request Form and fax to

the number listed on the form. The Sunoco and PES requirements are

identical,_Contractor understands and agrees to compEy with all policies and guidelines

3 set forth fn the PES GEMS Contract Service Provider pocument. Contractor

also ensures that each Contractor employee is trained on the applicable

requirements anci policies, including the Sexua! Harassment Policy.

4 Contractor understands that Subcontractors need to be fulEy pre-qualified and

approved by PES.

Contractor shalt attaeli #his fvri~3 to their ISNehvoj~lcl dashboard, as well as fo~~warcl it tai their designated

PES Materials Nlanageniex~t co~itact.

Professiot3al Services Agreement -- Contract Number CW~#4499 Rev. 2 Page i 8 of 3~


;;~ ~rt~ric~~so~.ur~or~s pES Safety StandardExtranef Access Request Fvrm

Appendix Number: RS-NER~{~EIVI-~FZIVI-U~L.K

INF~RMATI~N BELC3IN TO BE C4MPl.ETED BY THE CONTRACTnR

REQUESTING ACCESS

Individual's Name: eeMail Address:

Company Name: Address:

city st~t~ zip

Phone Number:

Is World Wide Web (www~ Access YES NO

AVa3~~bl@? (this is required io access webpage)

TitlelPosi~ion:

Comments:

Approval ofi PAS (Please Arinf ~ Sfgn YourNr+me}

Safety Representative:

~~~~p

Submitted to Web Administrator: Date:

User Name (Log»in): Passworc[:

Confra~tors are to submit #his form #o this fax number; 866278-U288

ht~p:llwww,su nor4enq~~rv, comlheat~h~ndsafe~vdoc~

Professional Services Agreement —Contact Number• CW~44499 Rev. 2 gage 19 of 34


Cor►tx~act Service Providex and Tliii•ci Patty Worker• Qversiglit

l.p P~~i•ti~ose/Scone,The purpose of this document is to define the pt•ocess for Contract Set•vice Provider and titirct party

wo~~ker aversigllt x•elativa to GEMS rec~uii•emants and the k'~S HeaLth, Environt~iental, Safety, Security &operational

Integity (FES-HESS&Ol} Po(icy and Expectations. Tlie requirements

of this document apply to all Contract Service Pi•oviclers acid third party workers pet•forming work fox•

PAS.

2.0 De~nifious.Refer to Docume~it 3A Definitions (Tier 2} far definitions common to this inanagatnent

system,

including bttt riot limited #o those words iti italics.

3.0 GeYier~l Ret~i~iz•ements.

Systems must be in place for;

3.1 Evaluating and selecting Cont~~act Service Providers by assessing historical H&S performance,

H&S p~•ogra~ns, and monitoring and ensuring HES performance coi~sistant with FES's expectations,

3.2 Specifying accoitntabitity and respo~~sibilities of oi~-site Contract Service ~'rovideis for HESS&OI

p~~actices, asst:ri~~g compliar~ca, rewired rapoa•ting to regulatory agencies, acid cor~•eetive actions implema~~ted,

3,3 Ide~~tifying, interpreting, anti effectively comnuinicating HESS&DI requit~ements to affected on-site

Contract Se~•vice Providers, and enstu•ing that activities conform to those regt~ire~ile~ats.

3,~ Establishing and maintaining pa~oceclures ~~elated to the identified aspects of goods, equipment,

ar~d services purchased at}cUor used by the organization ai d commu~iicating relevant procedures acid regtlire~nents to

supplie~•s and contractors.

3.S Periodic evaluation of the GEMS, incluciiiig incorporating the ~•esults of the assessment rota

prog-~~ain improveme~lts, revisions to the docu~ne~rt, and conununicating findings and action plans to affected employees,

and Contract Service Provide~~s.

3.G Providing oversight of third party workers,

a,Q T~e~' Respoitsibilifies.

A.X Contract Mnnager --Responsible for maintaining ~•ecords and documents required Uy this

pt•ocedure, developing terns and conditio~is of the contz'act, niaintainir~~; a list of approved contractors, acid keeping the

facilities frilly informed regarding the names and dates of Cocitract Sea•vica Providers ~vhicl~ have been removed fi•am jabs

far cause.

4.2 Contract Aclminish~ator (ar PES Representative) —Provides day-to-day oversight of the Contract

Service Providet•'s activities; is ttie priina►y contact with Caiitract Service P►~ovider manage~neiiT, co~idticts weekly jobsite

audits.

4,3 Confract Sei^vice Provider IYIa~~agement —Responsible to assure Canteact Service Provider

employees (and subcontractor employees} are trained acid qualified to perfori~i the work contracted and that they do so in a

safe and environmentally ~~asponsiUle inan~~er, meeting, at a ~ninimiim, requirements specified by PES. Conh~act Service

P~•ofessionai Services Agreement —Contract Number CW~14a99 Rev. 2 Page 20 of 34


P3•avidet~ ti~atiageine~it shall ensure that all their e►7iployees, sub-contractors, agents, suppliers, etc. comply with all rules

a~td regulatia~is including PES general and locai facility safety standards and policies.

4.4 Refine~~y Ma~iagement ~ Respansii~le fot• application a~td pe~~formance of the regliii•e~~ients of this

Cic7Ciiitieiii.

4.S Coutr~ctor Safety Specialist/Coordiaiator — ~•esponsible for the avei~~il pre-qualification process for

a Contract Service Provider, reviewing Contract Service Pi•avider profile itt iSNetworld, CSIF administration, auditing the

requirements of this daclicuent, assessing PSM training programs, davalaping HESS&OI data, acid coordinati~ig the

monthly and quarterly cantractot~ safety ~neet'si~gs.

4.b Co~tt~•~ctoi• Accouitt~ble Mai~agei• --Assists in the impletuentation of the Cont~•actor Safety

Impt~ove~r~ent Progca~~~ (CS1P), Manitoi•s performance of o~ie o;• inoi•e designated coutractar•s, meets with that eo~it~~acto~~(s)

on a quarte~•ly basis to discuss pe~~for~nance acid work, and reports on tlia progress of ttie contcactor(s).

5.0 P~•oceclru~e,

5.?~ Contract Service Pt•avider ~vali~ation and Selection

5.1.1 Atl Contract Service Providers and subcontracto~•s mist be pre-qualified by subscribing

to the ISNet~varld pragratn (21~-X03-49b0} and coi~ipleting the JSN Sta~idard Co~ltracto~• Questionnaire

(SCQ). Conri~act Se~~vice Provide~~ HESS&OI perfor►3iance evah~ation c~•itei~ia auci records cau be fotmd on

the ISNetworid ~vebsi#e ~~~r«ir.is~~sofi~v~~•e.con~. This cevie~v is ongoing tivitti quarterly updates provided

by the contract company,

5.1.2 Contract Se~~vice Piovide~•s must submit all requested HESS&Ot performance evaluation

criteria and records in order to be considered far working in the refinary. Training

qualificatio;~s based on the environmental aspects and I~ealth and safety risks of those wlio will be

performing work in the refinery may also be provided. Contract Service Provide~~s may be disqualified if

they fair to meet these standards,

5.1.3 Arty PES facility will nQt coi~sidei• any Contract Se~~vice Provider fog• employment if tI~ey

have been re~iioved from airy other PES facility for HESS&OI violztial~s or•

exceptions within the previous tt~~etve months. After this period, the Contract Service

Provider nu~st demonstrate in~pz~oveme~it in pet'foi•ma«ce before being considered for

employment.

5,i,4 Contract Service Provide~•s selected shot►Id 1~ave a target Expe~~ience Modification Rate

(EMIt) of 1.0 or less for based on a tlu~ee year average from t1~e most i•eceiitiy completed calendar years.

Should a Contract Service Provider's EMR exceed 1.0 for this three year average, the Cor~tcact Service

Provider shall describe the improvement ste~~s being taken.

x,1.5 Contract Service Providet•s ~nt~st nave a target OSHA Recordable Incident Rate (TRIR—

Total Recordable I~lcident Rate} of 1.0 oc less based on a three }~eai~ average fi•ozii t}~e most recently

completed cale~idar years. Si~ould a Co~itract Service Provider's Late exceed 1.0 for this ttu~ee year•

average, the contract cofnpat~y shall describe tl~e i~nproveinent steps t~ei►~g taken.

5.1.b Contc•act Se3~vice Pravidei~s not required to inait~tain OSHA Incidef~t Rates {10 employees or less)

or ara unable to submit an AMR, submit infortnatiou that deses•ibes their safety experie~ice and

aee~tpatianal iujciry/illness performance for the prior three years,

Professional Services Agreement -- Co~~tracE Number CW44499 Rev. 2 Page 2I of 3~


5,1,7 Co~ifractors shall report thei~~ occupational injury/illness perfortz~ance in PES

facilities using ISNet~vorld.

5,1,8 Selection of the Contract Service .P~•avider is based on fast anc( potential HESS&OI

p01•forniance as ~veii as ic~ai~i;cai Gty~~-tia~, ~~Ye:•;~t~ce, 2:'.~~ CC:tI;::~YC!fli ct~nrSing,

5.1.9 The refinery Corrtract Manager ~naiutains a list of approved contractors and related

doct~mentatiot~.

NOTE: E.rcepflor~s fo fl~et~rei~ivtrs sectia~r ~ararst Le nppr~over! L{~ llre «ppropriate fncildtt> or

Ca,~ltal CartshYlCtlo~i I)?fnlrtgCr:

5,2 Co;itract Service Provider' E~:pectations and Conh'ols

5.2,1 Compliance -All Contract Service Providers must be in caiipiiance with:

Atl applicable legal requirements that relate to tl~e work t}iey are pe~•formi3lg,

including 2R CFR 1910, General I~idustty Safety Standards, 29 CFR 1910.119,

Process Safety Manageme~~t, and 29 CFK 1926, Construction Safety Standards.

■ PES HESS&OI Policy and Expectations

PES standards for performing work in a safe, reliable, and

environmerltaliy responsible n~a»>ier,

5.2,2 Classifications ("Buckets") - Cotltcact Service Pt•ovideis ai~e classified as eit3ie~• PSM-covered or

incideirtat service Contract Service Providers in aligmnent ~vitl~ the OSHA PSM Standard, Third paz~y

tivot•ke;•s are a separate g►•oup of ~vorke~s ~vliich are not Contract Service Providers. Appendix I contai~is

examples of each type of Contract Service Providers and third patty workers,

5.x.3 Reporting Incidents -All incide~~ts requiring eitteegency action mist be repai-~ed imalediately to

Headq~~at~ters via the refinery emergency phone number or radio for• the necessary x'esponse. In addition,

all emergencies and all other incidents (i.e., fires, spills, vehicle accidents, injuries, property damage, near

misses, etc.) musk be immediately reported to the assigned P8S Contract Administrator• and a PES Safety

Specialist for re~orti~~g purposes and for investigation follo~wup as required by the facility incident

investigation req~iirements, Any injury must be documented by utilizing Appe~7dix C, PES Cof~b~actor

h jany ReporH~rg Fof•nt, I~~cident i~ivestigatio~ls begin immediately and ace documented iii the PES

T~icide~it Reporting and Investigation Systei~i (PIRIS}, A log of all PSM-covered Contract Service

Provider injuries is maintained in PIftIS as ~veil as by the PES Safety Services departsnai~t.

5.2.4 Cotitt~act Seiviee Provider Supervisory and Management Staff. All PSM-Covered Co~itract

Service Providers must have a siipe~•visory and management staff that is tcaii~ed and tuiderstands PES

policy aild expectations, the refinery's expectations, and t[ie applicable legal requirements,

5,2,5 Co~~tract Service Provider Requirements Based an Risk Rankings, Contract Service Providers

lave been risk ra~~ked according to the Aspect Risk Assessment Matrix, The "consequence" and

°`frequency" of potential i~~cidents have been chanted and a risk ranking obtained. Depending on #his risk

ranking, Contract Service Providers most implairient various elements of the cont►~actor safety program.

Ap~enciiti J contains ttie Aspect RiskAssessnrent Matr•ir, a list of Risk Rankings based on contractor work

categories and the Table of Regiiire~nenfs based on risk ra~~ings, Appendix M, RiskFactor tltrdit Sheet,

will tie used to review iZo~v a Contract Service Provider is addressing each etement of the risk ~•antcing

requirements (based o~3 their PES Risk Raulcing category). This evaluation ~viii be used to evacuate at

least 5 companies anm~ally.

Professional Services Agreement— Contract Number CW~#~499 Rev. 2 Page 22 of34


5.2.6 Contract Service Provider HESS&OI Representative. A11 PSM-Covered Contraci Sec•vice

Pi~ovideis mist have a designated, on-site management HESS&Ol representative ~vtio is ~~esponsible for

Contract Se~•vice Provider HESS&OI u~anagemes;t and performance.

5.2,7 Fuil Titne HESS&OT Professional. A fill! time compete;2t flealtii &Safety Professional is

required when:

Contract Service Providers have 40 or more e~~~~~loyees on one project atone facility or QO or

snore employees at one facility ~viti~ multiple projects/jabs sites ~vit3~En that one facility; oz•,

~ Tf1e Contract Service P~•ovidea• is the primacy co3itractor during turnarounds; or,

w Performing work in au existing or potential IDLH atmospt~ec~e; or,

■ Refinery inanage~nent determines it is appropriate relative to the tasks to be perfo~•med. The fiiil

time competent professional is approved by a PES Safeky Supervisof• with co~lsideration of tfie

following guitielinas:

• A degreed safety professio►~al with t~vo years of constriictioi~ e~:perience or experience

~•elative to tl~e work to be performed

A Ces•tified Safety Professiflnal (CSP), by examination ti~rotfgl~ the Board of Cerfi~ed

Safety Professionals (SCSP) with t~va 3~eats of construction experience or experience

relative to tiie work to l>e perfoctned

• A Certified Health ancS Safety Technician (CNST), by exatninatioi~ through the Council

on Ce~~ti~catian of Health, Environmental and Safety Technologists (CCHEST), wit4~

ttuee yea3•s of construction expe~~ience or eaperie~iee a•elative to the work to be pei~foritied

• Has five years experience as a safety professional, experience relative to the tivork to be

performed, and is not assigned other designated responsibilities

NOTE: Exceptions to the l~egcrir~errterzts of the pret~rous sectlo~t ~ttrrst Le ~1,~~raverl Gtr the

facllit~y snfetl~ rle~~rc►•ti~~e~tt rmd project tnre~r~rge~:

5,2,8 Site or Project Health, Environ~iie~ital, Safety, SecEu•ity & Operatianai Integrity (HESS&OI) Plan

Identified. PSM-Covered Contract Service Providers shall have a Site or Project HESS&OI Piati

reviewed acid approved by tl2e ~•efinery Contract Admrnistr~tor and a PES Safety Specialist/Supervisor

prior to coirune~icing work. Refer• to Appe~ldtx B, Sample Site a• Pt•o,Ject H~SSc~Ol Flair. The plan also

i~icludes file aiieast~res taken to enstu•e the compater~cies and skids of the ei~iployees performing the work,

As part of the plan, Contract Se3•vice Providers ii~forin their CA and facility Safety llepa~~tment any

c~iemicals they will be bringing into ttie plant including voiuntes, cantainez' type, and special hazards,

Contract Service Providers idecrtify any waste inatei•iais expected from the job and provide a

recommended disposal plan. This includes material that maybe drained to tl~e a~e#ineiy se~vai~ o;• collected

far offsite disposal. Canti~act Service Providers identify anvi~~oninentai pe~•mitting rec~uiremet~ts and

present a pla~i for ha~v they will abtai~i ~tid comply with the appropi•i~te pe►•►nits. Tha Site oc Project

HESS&OI Plan must include an explanation of ha~v they will cotnply ~vitl~ all PAS Safety Standards, The

plan trust be revietiveci ~vitt3 ill Contract Service Provider etnplayees and docu~nelited far auditing oi•

review by tiie Contract Administrator at~cUor Cantracta• Safety Specialist.

5.2,9 Daily Health, Bnvit•orunentai, Safety, Security &Operational I~rteg~•ify (£ASS&4i} Briefing

Daily HESS&03 briefings era short instruction held by tl~e PSM-Covered Contract Service Provides

p~~ior to tiie stat~t of each ship. The age~ida of the briefing can include the work permit requit~ements, pre-

Prafessiotaal Services Agreement —Contract Number CW~~1499 Rev. 2 Page 23 of 3a


task HESS&OI Review, special conditions, general notices and pt•ocedures, POW cards, site ret~uirements

and conditions, e;nergency procedures, aiarn~s, envirarr~nei~t~l issues, iijcid~~tt lea~•~li~tgs, etc.

5.2,10 Job Safety A~~atysis Card (JSA Card} Identified coi~tractocs ~vho complete work within tl~e PAS

;~c,;,t:es ~~s re~~;ire~ ±~ co;zzp~e±e a~e~ s~f~t~ analy~i~ l~efn]'~ t31~it' NgYk starts. Bch individuai scheduled

job shall have this analysis completed before work begins. Refece►~ce Appendi;~ L, Co~rtractor .lob Safet}~Antclysfs Process f01' 11101'8 III~Ol'ltlatlQil, vi addition, the work permit must be reviewed with aach

eottt►'actor employee. The Joh Safety Analysis ~~iay be conducted by utilizing any of the following forms:

■ PES Specific JSA Card■ Contract Company Specific JSA Card

The Job Safety Atlalysis is documented acid kept for auditing or review.

5.2.11 I-Ieaith, EtivironEne►ltal, Safet~~, Secui~it3~ & Oparational Integeity (PES-HESS&OI) Training

Safety (PSM} Training - Ide3~tified Contract Service Pro~~idec•s provide ce►~tificatiau indicatingtheir employees have received appropriata Process Safety Manageme~it (PSNI} training where

~p~~licabl~. Corr/ractar Pt•ocess Safety Ti~ai~rifrg Criter•i~r is contained in Appendix: A. Tha

ce~~tification documents that each PSM-Covered Co~itract Servica Pravicler employee tins received

and understood the training, The Caniract Service Provider provides a PSM teaiui~~g card, has

data stored in ~n acceptable database, or provides a copy of #tie a•ecord of t~•aining containing:

• 'The date of the training• The ide~ttity of the Contrac# Service Provider employee

• The subject and date of the training

• The trainer's company or organization

Each i~idividual contract employee must attend an approved PSM class on an annual basis and

provide docu►lie~ttatiori of the t~~aining at PLS's Request. PSM training organizations withpeagrams currently acceptable to PES ace listed in Appendix A, CD)Ifi'QC/Oi~ Process Safety

Ti•airtif►g Crite~~ia. After initial assessment and approval of PSM training programs, the PES

Safety Depa~•ttnent reassesses PSM trai~3ing programs at least every 3 years thereafter. Foi~

Contract Service Provider field service e~igineers and techt3ical repceset~tatives, a PES employee

may fulfill the training ►~equieements covared raider PSM o~i a short-term basss. The PES

employee must be knowledgeable of the process, able to recognize I~azacds, and familiar with the

Rafit~ery's HESS&OI requirements and proced~~res. A PES employee accompanies ttre Contz~act

Service P~•ovitiei• employee at all times, Tile Contract Service Provider field service enginee~~ ar

technical representative may riot enter a respirator required area, a confided space or pe;•form

other jobs that regnice special training unless approp~~iate training docume~~tatio~t is p~~avided to

PES's Safety Services Department. This PSM training ehception is for sho~~t dt~~•~tio~l jobs oz•

visits only (~'Z days). The PAS Safety Services Departme~it and PES Refi~i~~y Specific Safety

De~artrne~it approve any eaceptians,

General Orientation -Contract Service Provider employees are given an orientation concerning

tha ge~ieral HCSS&OI ~•ec~uirements acid provided a copy of the PES Safety and Security

Hantibaak prior to entry into the facility and atznuatly thereafter•. This orie~~fatioii incl~~des an

e~;planation of some of the safe work rules and tl~e provisions of the facility's emergency respo~~se

pla~l, Each cont~•act emp4oyee will receive a PES Safety and Seci~f•ity Handbook outlining the

required rules aitd regulations, It is the responsibility of each contract employee to review end

ackna~vledge that he/sha received the handbook, understands ftte co~itent, a~~d will abide by the

requn•eu~ents. ~acli Corrt~~act Service Provider employee receives a refiesl~er arientatioi~ on a

Professional Services Agreemen# — Cositract Number CW44499 Rev. 2 Pege 24 of 34


~~ofli~~g 12-month basis. Access cards expire acid are not rene~eed u~~ti1 tl~e ~•efreshec is received. In

oi~dec to receive a facility access casci, tiie following m~3st be pi°ovided at tke tirfie o#'pracessii~g:

• Drug Screen Results

• Backgr~~~zi~i i iicckPSM Safety Training (if applicaUle)

• Valid Gaverrn~ie~~t-issued Photo Ide~~tiftcafion (Photo drivers license, passport, etc},

A cot~~prehe~isive orientation test, covering the key points of the orie~~tatian, is given at the

coin~letion of the orientation. Each Contract Service Provider e~iipIoyee m~~st successfiiily

receive a gassing g•ade on the test evacuation prior to gaining admittance to tl~e work site. It must

ba documented ~vhe~i tl~e orientation took place and ttie results of the orientatio~i test, Alf

contractors are required to read and triiderstand ~~~glisli without the rise of a~~ i~~te~•pceter or

~vitt~out the use of a trai~siatio~i device. PES safety policies strictly enfot•ce these regtiire~nents. If

a cotiti•acYor fails a test question an the first attempt, he/she leas t~vo additional attempts to

correctly answer arty i~iissed questions on the era;n. If the contractor fails a test questiaii for die

tl~it~d time, he/site is de~iied access to aI] PLS facilities for a period of one year•. Contractors inay

appeal select failed exams far review by the PES Safety Se~•vices Aepartme~it. All appeal

decisions ate final.

CtteaTing Policy: If a cailtract ei~~ployee is deteri~tiiied to be clieatiiig o~i a~i exam at a~~y of the

PES p~•ocessing centers, this i»dividual person will automatically receive a failing grade, and ~vi1l

be.re~noved fi•o~i~ the orie~itatian class. Once identified as cheating, tl~e iiiclividuai will x•eceive acs

access ba;~ from atl FES facilities for a period of one yeah. If a coi~t~~act employee refuses to take

the site specific test, their test will Ue marked as failing.

■ Job Specific Qriet2tatiotl (jol~ site requii~emants) -Prior fa beginning work, each Cai~tract Service

Provider• employee is pt~ovided traiiiiug regardi~ig the foilo~ving topics by ~~is/her employer:

• Site Safety Plhn (if ~~plicabia}

• E~nergelicy Action Plan, including Point of Work Card

• Fire, explosion, acid toxic ~•elease hazards

• PES Safety Standat~ds that apply to his/her work.

5.2,12 Weakly "Tool Box" Meetings - Icienti~ed Contract Service Providers meet with their employees

at least on a weakly basis to:

Review cli~~rent ~~&QI issuesReview the facts/lassoes learned from i~~cidat~ts ar other postings, flashes or flyers

Pei•forn~ necessary training refi~esliers ar' updates

■ Re~~ie~v emergency actio~i plans (alarms, evacuation routes, etc,) as cl~arzges occur or ne~v

emplayeas are introduced to the facility

■ Cozu~~iunicate any ne~v or changing requirements received from PAS

T13e meeting date, leader, age~tda, and attendees ire recorded and documented for auditiizg or review by

the Contract Adcnit~ist~'ator ancUor Cotrtractoi~ Safety Specialist.

5,2.13 Mauthly Meetings - PES Contrlctor Safety Specialists and Corrtt~act Administrators meet with

representatives of select Contract Service Providea~s at Ieast matltlily to:

■ Review current HF„SS&OI issues

P~•ofessiotlal Services Ag~eetnant — CanY~•act Nir~nber CW~4~99 Rev. 2 Page 25 of 3~€


Review the facts/lessons learned from incidents or injuries

■ l~aview performance items such as OSHA recorciabte rates ai d contractor safety improvement

Program {CS3P} eleiriecits■ Discuss i~3iprove~~ie~it initiatives

5.2.13 Quarterly Leadeisl~ip Meetings/Reviews - PBS mauageinent meets an a quarterly basis with the

leadership of identified CoE~tract Service Providers to discuss perfo~•nlai~ce and areas of improvement

5.2.15 Chemical Inventory Material Safety Data Sheets -Prior to bringing che~nicais into the facility,

Contc•act Service Providers must abta~n approval thraiigl}the Contract Ad~uinistrator/PES Representative

and the HES Departme~zts. Co~~tract Se~•l~ice Pzovidecs shall maintain a chemical inventory far aII

hazardoEis substances on-site. The Cont►•act Se~•vice Provider must leave a Material Safety DataSheet for every substance listed on the chenticat inventory, Contract Service Provide~~s are info~~med that

any inforinatioi~ regardi~~g PES Hazard Communication informatio~l and MSDS's ca3i Ue secured tlu~o~~gh

the Cont~~act Administrator. Co~ttract services providers must e~isure all containers of cheanicals are

properly identified and labeled. Refinery cheinic~l hazard information (MSDS) is available through the

CHIP (Chemical Hazard I~ifoe~~~atian Program) system o~i tt~e company Intranet. Other process safety

information inaiuding Point of Work Cards, atc. is mail~tained on the PAS Intranet.

5,2,16 Petsor~al Pi•aiective ~quipmenk -All Conh•act Service Providers wear tl~e following mini►nt3in

personal peotective equipment (~'P~) tivheii pe~•for~i~ing tasks within operating acid maintenance areas of

PES:

Safety Glasses with side shields■ Orai3ge No~nex Coveralls {Goz Miniintun) with tlia same of the cotitt•acting company on tiie back

■ Hard hat■ Goggles on the Hard hat

Safety too tvot~k boots (reference SS-17 PPE for exact specifications)

■ Gauntlet-cicffed gloves■ Job specific PPE as prescribed on the ~voc•k permit

■ l'ersanal H2S Monitor (~vitliin process aeeas or ta~ilc dikes)

See PAS Safety StatZda~'d #17, Personal P~~otectii~e ~gtdpnre~rt, for a cox~~plete desc~•iption of the PBS PPE

requirements. Each Contractor Company is to develop and follow an ittspectioti program to conduct

routine i~ispectians of Nome garments e~isu~•ing their integrity. The Conh~actoi~'s inspection program ~viil

b~ made available to PES upon request, Ti3e Tool Rootn tviIl hav$ a limited nuntUer of o~•a~~ge Noinex

coveralls available for visitot~s to barrow. The on-site Safety Stores will have orange Nomex covea•ails

available for Contractors to purchase, or possibly cent, ail an emergency or short notice Uasis. All PPB

utilized is approved as required by 29 CFR 1910, 29 CFR 1926, and arty ottiec applicable codes acid

regulations; or•, as required by refit~ef•y procedures. Contract Service Providers whose work requites the

use of respiratory protection are aciec~uately trained, medically cleared, acid fit tested for its lase. Some

coi~tracto~s ara permitted to ~ve~r Nainex that is other t1i~n orange in color based o~i #heir responsibilities.

'Phis exception must be approved by a meinbe~• ofthe Facility Staff a~zd the Health and Safety Supervisor

for the Facility.

5.2.1.7 Tnspectio~~s and Audits - Tl~e Contc~act Administrator, aiox~g with the identified covered Contract

Service Pravicier representative should conduct a pie joU site safety inspection prior to beginni~~g work.

At least weekly, identified Contract Service Providers conduct a self safety inspection and ~vock practice

audit of the ~vo~~k-site and the tivork being performed. A record is made of all safety inspections and

audits, i~~cludiug the ~iidiirgs and corrective action taken. This docuiiientation is to beprovided by tl3e

Co~~tcact Service Provider and made available for audit acid review by the Contract Administrator. Tile

Contract Service Provider prorzlptly addresses alt deficiencies found and takes corrective action. The

Contract Se~'vice Provider cotrtintially al2dits the evorksite to ensure co3npliance with ai! rules and

Professional Services Agreement ~ Contract Number CW44499 Rev. 2 Page 26 of 34


regulations. Tfie corrtr~ctor inforil~s tine Contract Ad~ninistratot• of any ~~nique haza~~ds presented by the

Co~i~cacf Sep°vice P~°c~videf° employer's work, ar any ljazards fouizct by tl~e Co~~t►•act Sez•vice Pa•avideremployer's tivork i~l ttie work envia•onment, Tlie Contract Administrator is responsible for weekly

ins~ectious of jab site conditions and tivo~•k practises. The farm used is contained in Appendix G, Safet}l~~i~,rf Clt~rkl~sl,

5.2,18 Substance Abtise -The use a~~d/or possession of alcohol, illegal drugs, ar the improper use of legal

drejgs is prohibited within PES facilities. Prior to initial eirtry, Contract Sef~vice Providers provide proof of

substance abuse testing zvitli negative results or• verification of eaoli employee's stah~s in a~i accepted

stibstac~ce abuse testing prag►•am that meets or eaceec(s the Coalition for Uniform Drug and AlcolloiPolicy (CUDAP}. The proof must be dactimeuted its a PES-approved database ar ~vifii:

Company letterheadp Wo~~ker naine(s)

Worker SSN~ Date of testing, curre~~t within one year

S#stns of fastitlg (Pass or• Fail; Positive oi• Negative) A chain of custody lettef~ for a recent test may

be t3sed on an interim basis as proof of testing until the results are received (good far within 5

calendar days}. Ent~~y onto the property of PES constitutes conse~it on the part of all Contract

Service Provide~~ employees to submit to a substance test aT such time as reasonable cause

~va~•ra~ats such testing. St~cii testing is conducted at tite direction of PAS acid at ttie sole e~pefise of

the Coaih~act Service Provider, Any Contract Service Provider employee testing positive for

alcohol, illegal drugs, a~• ttie i;nproper use of legal drugs shall be removed fi•o3i~, and/or not

allowed to ~•e-enter• PAS facilities, for a period of not less than one year o~• until rehabilitated

according to local building trades agreements. Any Cont~•act Service Provider employees using

prescription medicine must notify their supa~~visoc. Where the medication could affect the safe

performa►1ce of the work, job reassignmet3t is made. Mote specific infoa•~itatior3 on the details ofone of the acceptable snbsfanca abuse progcatns is cor~tai~ied iii tlia Coalition for Uniform Drug

a3id Alcohol Policy (CUDAP).

5.2.19 Medical Screening acid Treatment - When a contractor injury occurs, it is the contrac{or

company's responsibility to eFisure their company's injury treatment policy is foilo~ved. The contractor

cai~ipany needs to ensure their employee gets the necessary medical treatment. The contractor companies

are alla~ved to have their pe~•sonnel ac~niiuiste~• Fi}st Aid t~~eatment as long as they are properly trained in

First Aid ar~d associated topics (i,e, Blaodbarne Pathogens, Hepatitis B vaccir~atian offering) , Tt is the

contractor compa►ry's responsibility to ensure their i~ijuiy treatment policy is followed and the necessary

rnedical treatment is given. YES's Mer/lcal Depnr~hr:e~at crrr~ be, oi~ a case-Ly-case ~iasis, corrtrrcte~l to see

a co»trttctar eiU~er;

T~iitially after iiYe iri,~utry fot~ etsiei~gency t~~eat►ilent until definitive t►~eatrne~~t can be ~i~ra~iged orupon request of the Safefy Department, to clarify issues related to treatment, ~•estrictiai~s, fitness

for duty, efc.~I1C0 fltl 1C1JlII'y I?c~S OCCIICi'2CI, the details of the incident miEst be documented on the PAS

Contractor Injury Poi'it~. T(tis form must be completed by tits contract service etnployec, PES

Contract Ad~iiinistratar, PES Contact, o~• Contrac{ St~pe~vision. Once the forj~~ is completed, it

most be submitted to the local Health &Safety Department within 48 hours of the incident. The

PES Cocitractar I~ijucy fot~m can be found in A~~pei~clix ~, Contractor Injury Repo~•ting Form The

Coaitract Se~•vice Provider ensures that all perso~mel are fit-for-dt►ty and are physically andpsychologically capable of pe~•for~ning the job tasks assigned. Tlie Coiatract Service Provider,

when needed, shall provide for medical stiiveillat~ce and guidance (indzastrial hygiene monitoring,

etc.) to ensure employees are riot exposed to Hazards while working, including verifying that lire

personal protective equipment bei~ig used is ttie proper type.

Professional Services Agreement —Contract Number CW44499 Rev. 2 Page 27 of 3~


5,2,20 PSM Audits of Contractors - PES periodically evaluates the performance of contract amploye~s in

fui~lling their rec~uite~nents of the FSivi Sta~ciaf°d. At least t133~ee audits are ca~iductect pei~ yeaz~ iisi~zg tt~e

audit sheet cv~~iained in A~}pe~~dix N.

5.3 ua~nmu..ieati~„ ~f ~~:'f►•ae.+ Set•y;eP p,~c~~~~P~' ~Cn1It!'~I11Ei1tS

5,3,1 The PES Contract Administrator should conununicate PES HESS&OI policies, standards and

a•elevant ~racedutes to tiie Contract Service Provider manageineut and desigciated HESS&O1

represeirtative pF~iar to work being pet•for~ned. A discussion is also field on the HESS&OI 1eg11

requirements;•elated fo the job and ho~v the Contract Service Provider will asst»~e compliance to the legal

requirements.

5.3,2 Co~rtract Set~vice Provider ~•epR~esentatives must be competent iiz them• knowledge of the wo~•k

and the proper procedures to be followed,

5,3,3 The Contract Administrator sliol►Sd explain to Contract Service Provider i•ep~•esei~tatives the~ppiicable provisio~~s of the Refinery's emergency action plan,

5,3A Prior to the conunencemeait offield ~vark, the Contract Adu~inistratar and Contract Service

Provider should tour the ref3iiery ~~~ith particuiae attentio~~ to thelab site, operating areas, ~~id tl~e

approp~•iate PES pe~~sonnel.

5.3,5 The Contract Adnunistratoi• informs the Contract Service Provide• of auy known hazardous

chemicals in the unit ot• facility to wl~ich the cont~~actor's employees ~3~ay be exposed as well as a~ly

special preca~ttio~is to he fallo~ved,

5.3.6 The Contract Administrator reviews applicable safe jvoik practices in place for the control of

hazards with Contract Service Provider representatives such as:

■ permits■ lockoilt/tagout

jab safety analysis {JSA's)confined space entry

■ opening process equipme~rt or• pipi~~gcontrol over t1Za entry, prese~ice, and e;cit of Contract Service Provider eji~ployees in covered

a~'eas

S.9 Ydeutify and Train Contract Administrators

5.x#.1 The Contract Adrninistx•ator's res~~onsibilities a~~e clearly defined in a job description arid, as a

minimt~►u qualification; they ire selected according to tt~e following criteria:

■ They are PAS einplayees or Contract Service Provider employees assigned Contract

Aciministratoi•responsibilities,

They lave at least pant-time responsibility fog• overseeing contract work.

■ They uttderstaud the commec•cial contract management process.

R They have ttndergane and passed Co~ttraet Administrator training.

5.4.2 Contract Administrator training is provided ~v~ien a ne~v Contract Adininistratar is fit~st appointed

to that position and through aru~ual refresher tt•airting.

I'~•ofessianal Services Agreement — Contract Nutnbec~ CW44499 Rev. 2 Y~ge 28 of 34


5.5 Cont~'act l~dn~inistrator Oversight Responsibilities

5.5.1 The Co~itract Adi}unistrators provide oversight to give ~ssucance that:

~~„±;~~~; c~,•~~~~~ p~•~~,;~iPr• ~v~rk Ig nPr~c~t~t~~ecl in accordance with contract terms.

~ Contract Service Pt~ovidec ̀ vork is performed incompliance with legal ~•equirements.

Contract Se~•vice Provide;~ employees uncierstaud PBS's kieaith, safety, S~Cill'It}', and

enviraiunental standards arid, as a €ninimum, follow those star~dat~ds wren pei•forining oi~-site

5i'OPk.

■ Contract Service P~•ovider audits and seif inspections are co~iducted and the results are reviewed

bat~veen the Co~ltract Service ~'covider and Contz•act Administrator,

5.5.2 Tl~e Contract Administrator also participates in Contract Service Provider HESS&OI inspections

and audits as defined by facility procedu~•es, acid also conducts periodic spot checks of coinplia~~ca ~vitli

legal req~tire3neiits.

5,5.3 Tlie Contract Ad~~iinistrator siiottld conduct a post job assessment with the Ca~itract Service

Provider to assure any HESS&OI deftciancies have been mitigated or removed. The post job assessment

includes a final review of the quality of work and performance against expectations. The Contract

Administrator doct~►nents tiza assessment.

5.G Evaluation of Contract Service Provider Performance

5,6.1 APES Represe~itative meets at least quarterly ~~ith select Contract Service Provider management

to review HESS&OT performance (contact person to be identified tl~rot~gh CSIP}, During ttlese reviews

HESS&OI statistical data are revie~vecl as well as the results of Contract Service Provider self-inspections

a~1d audits,

S.G.2 Agenda items for consideration include:

HES&S issues that have oecui~red si►ice the previous meetingHES&S ~~ecorci to elate ineh~drng injuries, accidents, and spills

Status report of inspections and a~sditsTraining activities and plans

• Injuries ti~at have occurred since t1~a prior meeting

■ Changes i~Z job scope ~vhieh may impact safety and health

HES performance ofsub-Contact Service Providers

■ Action to be takers p►~ior to next meeting

5.6,3 Contract Service Providers who lYave been ~~ejuoved from ane facility will ba considered for

termination of work at all R&M facilities, Any such action is co~mntuiicated to other PES business units

far their consideration.

5.6.E A~ly Conh•act Service Provider removed fi~am a refinery o~• other' ~lISII18S5 lllllf f0I' CaUSe 1S IlOt

able ro bid for ~vorl: for a period of no less than 12 months or until performance improvement is

demonstrated.

5.6.5 The Contract Manager is responsible for communicating to all refineries and other• business units

when a Contract Se~•vice Ptavider his beery removed for failure to meet eYpectetiot~s.

Professional Services Agreement —Contract Number CW44499 Rev. 2 Page 29 of 3~


5.7 Conhact Service Aravider Safety Improva~nent Process (CSIP)

5,7,1 'I'l~e Cout~•actor Safety Spcaialist will facilitate a group that will ev~Iilate each Contract Service

Provider and decide if they fall under tlia Co~lt~•actor Safety Iiliprovement Ps~ocess guidelines contained in

AN};e:;~:~ ~. A~~F~;, ; l~rs ?~•P. t~PIJP,Inr1L_'d ~~~nCtllll~ tO tll@ UG'I~fCYTITI`AllCB C1IaI~aCtG'I•istics identified.

5.8 Violations of HESS&OI Regti'srements -Contract Administrators, Contract Managers, Plant P~~otection,

and Safety Depac•tinent pe~son~~aJ shall use the Excluded Contractor Work Instruction to fo~~i~~ally notify contract service

p~•avide~• of Health, Safety, Euviroiunantai, and Secut•ity violations. Ttn3ninent danger• safety violations are giotsnds fot• the

immediate retnovai of the Cont~~act Service Provider en~piayee and tl~e contractor employee's supervisor from the facility.

Examples of imi~~inent danger violatio~is are listed in the Excluded Cot3tractor Work Instruction. Additiotfal information

can be found at Elcletcied CoT~tracto~~ ~Jork l~~st3•uctiou.

5.9 Post-Job Assess~i~ent - APES Contc•act Administrator a►~c{ the Co3~tract Service Provider should condiEct

a site audit to assure atl hazards at~ cl~emicats have been removed or mitigated aEld the sita has been cleaned up.

The Contract Administrator, iti canjitvctia~i with the Safety &Health atld Envirorunental Departme~sts and tlxe Contract

Service 1'rovicier shall co~~duct a final review af:

5.9.1 TI~e quality of work performed

5.9.2 Job scope5.9.3 Hazards involved5.9,E liijuries and illnesses that occun~ed

5,9,5 Ineidecrt rates5.9.6 OSHA Logs of i~ijut~ies

5.9.7 Contractor's overall safety performance including any sub-contractor's safety performance.

The Contract Administrator documents the Post Job Assessment using the form in Appe~ldis P, Post Job Assessv:er~t anti

forwards it to the Contract Manage► for the contractor safety file.

5.10 Third Pa~~ty Worker Oversight

5.10.1 i,ong Duration Projects (Third Pacts Workers) -There are cat~tain projects that will require third

party ~vo~•kers to access the facility for long duration projects. These specific }~~~ojects nnist leave tale

fallotiving steps i~icluded in the project oversight to ensure that ail PES HESS&OI rules and regulations

are observed:

■ Site Specific Orie~ttation {PES Process Centers)

■ Drug &Alcohol ScreeningBackground Scraeniug

a PES CA oi• Designated E;nplayee assigned to pz~oject ~s co►npany authority

NQTE: By completing the ~•equired steps above, the tlucd panty ~vorkea•s do not need to be escorted

continuously. However the PES Desigit~ted Cotltact must escot~t the affected workers to their ~vo~~k

location, i~evie~v related safely &security requirements, periodically check on tivoa~k crew, ai d coitiplete

end of day a~evie~v, The ot~ie~~tation is p~•ovideci prior ro the start of ~~iy ~voek, and a record of this

o~~ientatior~ is filed ~vitti the Refineiy Safety ar Security Department and shall be updated on an annual

basis PES Site Health &Safety Personnel will provide any additional requirements, based upon job scope

and Iengtli of project, including PPB, tivork permit requirements, and any PES Safety Standards applicable

to tiie wot~k scope,

P3~ofessionai Services Agree;Went --~ Contract Number CW44499 Rev. 2 Page 30 of 34


5.10,2 Short Duration Projects -For projects that are shoz~t duration {i.e, less than 2Q-hours), third patty

workers may be escorted by their t ES 1~. esignated Cantact for the duraYic~r~ ~f tl~eit• ~-vai~k. T~1eSE f~3]Yci

pa~~ty ~vo~•ke~•s are givetl a verbal orientation related to the Health, Envi~oiu3ient~7l, Safety, Sec~i~•ity &

Operational Integrity (HESS&OI} aspects they nay encounter while on PES property by their• PES

Aesignatecl Cotltact. ̀l'iie orientation si~ouici eonsisi or:

■ ~mer~eiiey action plansM The potential for fire, explosion, and to;cic release hazards,

■ Entry, presence, and exit ~•ules■ Driving and access rulesd Hazard commtinicatioi~ overview

Safety Require~neilts rented to their work

Third party workers must fallow l'ES HESS&OI rules and standards while on-site. A PES contact person

is assigned to provide coordination of them• tivork; to answer questions as trey ~~~ay arise; and, to align

third party workers with PES I~SS&OX rules, st~udards and practices.

5.11 Specialty Contractor Pi•pgrain

5.11.1 Specialty Contractors are cornpaiiies ~vho perform specialty-type work that is not typically needed

or done on a daily basis in tine 1'BS. S}~ecialty Contractors do not gave the benefit of continuous exposure

to PES standards and regtfire~r~ents, and tl~ecefore need additional t~~aining and oversight.

511.2 A list of Specialty Contractors is available from PES.

5,11,3 Specialty Contractors will have unique badges that will identify them as Specialty Canttactors

while in ttie field.

5.11.E Specialty Contracto~~s ~vho pass the Specialty Cantractoi's Comprehensive Exam (SCCE}

■ May enter PES facilities unescorted■ Must check-in with their Contract Acimit~istratoc (CA} at• Designated Pk'S Contact to discuss their

work and hazards associated with ik prior to begimling work

■ Da not need to physically complete the Specialty Contractor's Checklist ~~~d furze it in, but MUST

complete all the elements of it

5.11.5 Specialty Contractors ~vlto fail tl~e SCCE oc apt Out o.f Taking Exam

Must view contractor orientation and pass the associated exams,

Must be escorted by a CA or Designated PES Contact tuitil they Dave received a work pecitlit or

completed a JSA card (in areas that don't require work pex•mits)

■ Moist fill out tine Specialty Contractor's Checklist aild turn it its to tine CA ar DSC daily

5.1],G Identifying Specialty Cotitraetors -Specialty Cont3'actors' badges will became inactive ~vl~en not

rvorkirig at a PES facility for 90 calendar days (this tivilt also be a requirement for• regular cont~•actais)

5. 1.7 The SCCE covers the following topics; PES Safety Standards, Policies, OSHA Regulations,

Emergency Contact, Wark Requirements, Safe Work P~~actices, A passing score is 80% out of 100 plus

questions,

P~•vfessional Set•vices Agreement —Contract Number CW44499 Rev. 2 Page 3 t of 3~t


5.11.8 Ot(iei• access eequirements still apply for al l Specialty Contractors:

■ Dreg Scree~ut~g■ I~ackgrt•ot~nd Clieck

n~ ~~ ~ufety T.«i:.::.gy FES MTSA Orientation and Exam■ PES Contractor Handbook

S.lI,9 Specialty Conh•aator's Checklist incl~~des a step-by-step list of work requirements ~vliich covers

enteri~ig the facility until exiting. This checklist must be tuci;ed into CA or DSC following completion of

wo~•k that day (foi• Specialty Contractors who fail the Specialty Contractor Comprehensive Bxa~n)

5,11.10 Additiojial information can ba found at Specialtyr Contractor Infot•n~afioil,

5,12 Work Rules for Specific Tasks

5.12.1 Co~icrete Paurs: Wkien preparing to pour co~icrete into forms containing rei~ifo~•cing rebar, a pre

plan must be used to plan the job. Walking di~•ectly on the reba►• must be avoided if tlie~~e is an alternative

tivay to cSo tfle work. Alte~•natives that must be considered are: perfo~•ming alI work from o~~tside tite form

boundaries to avoid all contact with the rebar, using a work bridge over the rebar to avoid all contact with

the 3•ebac, using plywood ~i~ith anti-slip paint as a working surfaca oil tap of the i•ebac, using wire mash

with a tight grid ~s a ~voa~king surface an tap of tiia reUar, and otfie►• suggestioi3s from knowledgeablepeopla, The action of ~val4cii~g directly on rebar ~nt~st be a last choice acid this actio~i must be approved by

the Project Managar, Construction Manager, or Contract Ad~ninist►~ator.

5.X3 PES E~tcanet WeUsite - An external tivebsite is available where contractors can access specific safety

information fi•o1u #heir o~dside computer terminals. Tltis information includes;

5,13.E PES Health &Safety Procedures/Standards

5,132 Safety Advisory Flast~as5.13.3 Safety went Flashes5.13.4 Monthly Contractor Safety Meeting Information

5.13.5 PES Co-pperative Meeting Minutes

5.13.6 Other PES Specific Information

5.13.7 Hazard Identification Ti•ainEng Modules

Individuals tivlio ~votild like to access this ivfai~mation, may request access by completing tt~e access request form

located in Appendix K, ExtE•anet Access form.

5.14 Contractor 90 Day Rt~ie - Contractors ~ti~ho are inactive iu PES for 90 days will have tlleic badges

deactivated. Regular cai~tractors will have to r•evie~v the regular contractor orientation ai d pass the associated exam.

Specialty Ca~itractors must review and pass the SCCE or opt out of the program and fallotiv the guidelines of tha specialty

co~itractor p;~og~am.

6.0 Self Assess~ne~it. As pai-~ of the GEMS Management Review process, Contract Service Provide;• performance

and oversight issues are reviewed at least annually and reconnnenciations are made for continual improvement. The

review includes estabiisllir~g future Contract Service Provide• HESS&OI goals and targets.

Pz~ofessional Se~~vices Agreement —Contract Number CV~I~4499 Rev. 2 Page 32 of 34


SEXUAL I~AKASSM~NT POLICY

1,0 It is tt~e policy of PES to provide etnpIayees with a working envii•oiunent tii~t is free of sexual harassme~it.

Tl~e Company takes all reports and allegations of sexual l~ai•assment seriously, investigates them promptly acid

II"lU1ULEyiiiys itilci iu~cS c~Npivj3iiaii; i~S},vi:SIV~ ?~^,.I~^,I;, ~'~.€ ~`~J:::i 3I]~J ~yjll tint ~~{Pratt ~P_.x~~~~ ]tc'11'~SSl11Crit bV a11VOT1E,

including Contractors, in the work enviromneiit aiic3 persons fot~~ld to lave engaged in sexual harassment ai•e subject

to discipline, Llp tp aIl(I 1i1C1UdiI1~ C~ISCIlc~CgO.

2.0 The term "sex«a~ harass~neait", as used in this policy, refers to any uu~velcotne sexual advances, requests for

sexuat favors, or ottie~~ verbal o~~ physical conduct of a sexual ~i~tu~~e,

3A Forms of I~arassment include, but a~•e riot limited to:

3,1 Physical: Unwanted p}iysical contact, i~ich~dii~g touchi~ig, iutet•fereiice ~vitli an i~~dividual's no~~iiial

t~iovement, oz• assault;

3.2 Verbal: Sexual epithets or imaueudaes, suggestive cai~~menfs, off-color' jokes, pro~~ositions, ~vliistling

oc suggestive souc~ds;

3.3 Visual/Non Varbal: Displayi~ig suggestive objects, pictures or cartoons, leering o~~ obscene gestures,

or' sendi~ig suggestive o~• obscene jokes or messages via email.

a.0 The policy applies to all ejnplayees of PAS, and its subsidiaries, as well as employees of Con#ractors and

Contractors doing busi~~ess with PES.

5.0 All employees (PES and Cont►~actors} ace expected to sfippo~~t this policy. All manage~~s ~iid supez~visors have

a eespa;Isi6iiity to be knowledgeable about the policy, communicate it, at~d ensure compliance with the policy iii tlieit~

areas of responsibility.

6.0 Whenever tlae Company receives a ~~epoi~ or allegation of sexual harassr~tent, the Company promptly

investigates the matte•. Where it determines that sexual Harassment has occurred, tiie Company takes app~~opiiate

corrective and/o~~ preventive action. When the investigation leas been concluded, the Company informs ttie

complaining parry of the results of the investigation.

7.0 Tl~e Company assures employees ttlat tlie;~e will he na retaliation against a~iy et~lployree ~vho makes a

coinpiaint with a reasonable belief that sexual harassment Sias occurred.

Space Iritefttla~rally deft 131aj~k

Professional Services Agiee►nent --Contract Number• CW4~499 Rev, 2 PAge 33 of 34


CONTRACTOR R~SI'OSIB~LITI~S ~+OR SUBCONTRACTOR

1,0 It is imperative for atl contractors to review the following require►nents pei~#aitting to any s~~t~contractor working

in PES. These requirements are explained iii PES's Contract Ser~vlcePr•ovider and TJair~d Paf~ty~ FYarker• Over~sigltt

DOCl1NJ21T1, Nlilll~~l': ~~~ (~.~l.~i.2). This doc:ta~nent can ue ivuiiii vii itie P a's Cviiiiuiiv^iS' iXt2'~..~~ ;;+~~JS~t~ nr ;t ~~n {~P

obtair~ad from your FMS facility contact.

2.0 Please reinei3iber t17at as part of each company's i~zdividual contract and Terms and Conditions

(T&C's}, S~oii must comply Zvi{h all PES HES policies anti expectations, including ttie follotiving:

2.1 All Contx•sct Se~wice Providers end s~~bcontractoa•s retained by yo u• coinpauy mist be

disclosed to a~icl pre-approves] by PES prior to woz~lcing at any PAS facility or an any eo~itract that tau l~~ve with

PAS. PES will evaluate eac11 Contract Service Pz~ovider and subcontcacta~• prior to granting facility access.

2,2 Co~rtract Se~~vice Provide~•s and subcontractors i~iay be i•egiiired to subscribe to 3SNet~varld

{contractor p~•e-qualification service) and complete tiie ISN Standard Contractor Questionnai3•e (SCQ). Deviations from

ISN ~vili only be grouted through an exe«~ption from tl~e PES Safety Services Depart~neut.

2.3 All s~tbcoi~tractors must be bodged under tine compai~3T by tivliom they are employed; NOT

tuide~~ the general contractor's cat~ipany for ~vi~om they are providing services.

2.4 Subcontractors must meet all the sa~i~e i~equir•enients as general service providers, incl~iding

but not limited to, d~•ug screening, background ci~ecks, PSM training, etc.

3.0 ALL CONTRACT SERVICE PROVIDERS MUST DISCLOSE IN ̀WRITING TO THEIR PES PES

IYZAT~RYAL'S MANAG~M~NT CONTACT ANY SUI3CONTRACTO.RSWORKWG FOR T~I~IR COMPANY

~'VHO ARG CURRENTLY WORKING IN A PAS I'ACILITY.

~A It is a violation of PAS Policy acid PES's Te~•ms acid Canclstions should you fail to disclose subcontractors to PAS

and have those subcaiitraetors approved Uy PE5. Subcontractors must be disclosed #o and approved by PFS prior to

pf•ocessi~ig ~vorke~~s into a PES facility. Failure to properly disclose subcontractors ~vha ultimately a~•e processed and

baciged under a general Contract Service Provide• company name is a violation of the PES U~~ited States Coast Guard

approved Facility Security Plau. Such conduct is conside~•ed a dellbe~~ate falsification of records and PES maybe required

to report si~cli i~~ciclents to the United States Coast G~iard. The. United States Coast Guard can impose significant fines and

pe~~altias for violations of the Facility Security Plat. It is PBS's expectation ttlat each company wo►'king ̀ vithiu our

facilities completely understands acid fully complies with these rec~uiremetrts, Your cot3~pauy will be held responsible and

Iiable for any and all damages incurred as a t•esui# of a violation of tl~e general contractor/st~bcontraeto~• requii•emer~ts

Listed above ancUor qtly ~•equireinants in PES's Conh•act Seri~ice Provider nerd T{tif•cl Parly fr'or•ker CJve~ sight Doctmle~tt,

Nuu~ber: PES (~1.~.6,2), For more iuformatio~~, please z•afss• to the doci~tne~~t Contract Ser•>>ice Prof~ide~~ ar:d ~'lrrr~d Part~J

J•JTaj•ker Ovetsrglrt Doctrr~te3it, Number: PES (4.4.6.2),1'ES Hea(t~i &Safety Policies, as well as your company's i►idividual

cont~•aet and Te~•ms and Conditions (T&C's). Please do not hesitate to contact your• local facility's Materials Management

i•epcesentative, PES Safety Services t•epi-es~~~tative, oi• PES Plant Protection rept~ese~itative if you have ft~cther questions.

END QF EXHIBIT D

Pi•ofessio~ia! Se~•vices Agreement -- CotitracY Number CW44499 Rev. 2 gage 34 of34


Case 19-11626-KG Doc 369 Filed 09/16/19 Page 1 of 3 · Consultants, Inc., located at 3330 Oakwell...

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Transcript of Case 19-11626-KG Doc 369 Filed 09/16/19 Page 1 of 3 · Consultants, Inc., located at 3330 Oakwell...