General Provisions
Crystal Clean, LLC and all subsidiaries including Patriot Environmental Services, Inc., (Patriot) carries all permits and authorizations required to perform work for CUSTOMER.
Upon acceptance of the agreement, the parties agree to be bound by the terms of the Service Agreement. The parties understand that the terms of the agreement and the terms of the Service Agreement make up the entire contract of the parties.
The term of the agreement shall be intact until either party agrees to terminate with or without cause by giving 90 days written notification to the other party.
Timeliness
Patriot shall use reasonable efforts to adhere to the agreed-upon schedule to complete the Services. No warranties or representations are made as to the completion date of any Services undertaken; Customer will have no right to damages arising due to Patriot’s delay in the completion of the Services.
Changes and Suspensions
Regardless of the prices agreed upon to perform the Services as described in the proposal, Patriot will be compensated in accordance with the Patriot Fee schedule then in effect for any changes requested by Customer in the Services at any time. Customer further agrees to pay the entire amount due for the Services provided in accordance with this proposal, regardless of any determination by an insurance carrier of the value of the services provided. Conditions differing from information provided by Customer, those differing from what is revealed by a visual site inspection, changes in laws or required standards or directives of federal or state agencies, as well as other unknown or unanticipated conditions, shall be considered a change requested by Customer. Patriot shall be entitled to compensation at the rates contained in the then-current Patriot Fee schedule for personnel and equipment required to stand by during any period of suspension of Services due to reasons beyond the direct control of Patriot, for demobilization and mobilization costs required to remove personnel and equipment to and from the site, and for other direct costs incurred as a result of such suspension.
Transportation, Storage and Disposal of Waste and Hazardous Materials
Upon Customer’s request, Patriot will assist with the treatment, storage or disposal of any waste or substance regulated by law and will transport such waste or cause it to be transported under a waste manifest executed by Customer or its agent to a disposal or treatment facility selected by Customer. Patriot’s interest in any such transportation undertaken or arranged by Patriot to any disposal facility, and any execution of contracts, waste profiles, or payments by Patriot for any transportation or disposal services shall be limited solely to its action as Customer’s agent. Customer shall remain responsible for any claims by the disposal facility with respect to the waste and shall look solely to the disposal facility in the event of a release or other liability arising from the disposal service.
Customer’s agent
Customer shall remain responsible for any claims by the disposal facility with respect to the waste and shall look solely to the disposal facility in the event of a release or other liability arising from the disposal service.
Ownership of Waste and Hazardous Materials
Patriot does not (i) accept title to any waste or hazardous materials handled by Patriot on behalf of the Customer; or (ii) acquire the status of the generator, owner, operator or arranger of treatment, storage or disposal, as defined by federal and state laws governing the handling, treatment, storage or disposal of solid or hazardous waste. Customer warrants that it has title to and is the generator of any hazardous waste or substance handled by Patriot during the performance of Services
Time for Payment
Patriot will be paid for Services in accordance with this Agreement, regardless of any other Customer Payment or Accounts Payable policy or procedure of Customer. The invoiced amounts must be paid within thirty (30) days after the presentation of each invoice submitted by Patriot. Service charges of 1.5% per month, or the maximum rate permitted by law, whichever is less, shall accrue from the due date until paid. In addition to interest, Customer shall also be responsible for all costs incurred by Patriot to collect overdue amounts, including collection fees, filing fees, court costs and attorney’s fees. Customer must not, in any manner, make itself or its agents unavailable for receipt of invoices in an attempt to delay payment as required under this Section. Patriot reserves all legal rights and recourses against the Customer and its property for failure of Customer to pay such invoices when due.
Customer’s Sole Remedy
Upon Patriot’s verification that Customer’s Defect Notice is valid or accurate, AS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, within a commercially reasonable time, Patriot will correct, complete, or repair the Services.
Limitation of Warranties
Except for the limited warranty specified herein, the services provided herein are “as-is”, without any warranty of any kind whatsoever including, without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement.
Certain Types of Damages Precluded
In no event shall either party be responsible to the other for consequential, incidental, indirect, special or punitive damages in connection with this agreement, whether based in contract, tort, strict liability, statute or otherwise.
Limitation on Amount of Damages
In the event Customer’s sole remedy set forth in Section 3.(c)., for any reason fails of its essential purpose, subject also to the limitation set forth in paragraph 3(e)(1), Customer expressly agrees that its’ right to recover damages from Patriot is expressly limited to 150% of the amount of the cost of the Services set forth herein (150% Limitation). Customer agrees that this limitation was bargained for between the parties hereto, that the limitation is fair and reasonable under the circumstances, and that Customer shall not have the right to bring any legal action of any type against Patriot, its officers, or employees seeking damages in excess of the 150% Limitation.
Limitation on Time to Bring Action
No action may be brought by Customer against Patriot unless filed within one (1) year subsequent to the date the cause(s) of action actually accrued.
Indemnification by Customer
Customer shall indemnify, hold harmless, and defend Patriot from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which it may hereafter incur, become responsible for, or pay out as a result of death or bodily injury to any person, destruction, or damage to any property, environmental release or contamination of or adverse effects on the environment, pollution, or any violation of governmental laws, regulations, or orders to the extent that such damage was caused by: (i) Customer’s breach of any terms or provision of this Agreement; (ii) the failure of any warranty made by Customer to be true, accurate, and complete; (iii) any legally negligent or willful act of omission of the Customer or its employees or agents; (iv) the fact that the waste has traveled onto the property of third parties and/or has caused damage or personal injury to property and/or persons, respectively; and any pre- existing conditions on the property where the Services are rendered which were not disclosed by Customer to Patriot prior to Patriot performing the Services.
Waiver
No failure of Patriot to take any action or assert any right shall be deemed a waiver of that right in the event of the continuation or repetition of the circumstances giving rise to such right.
Governing Law
This Agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of California, and to the extent applicable, the General Maritime Law of the United States and applicable international treaties and conventions. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Los Angeles County, State of California. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party’s reasonable attorney’s fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
Force majeure
Neither party shall be liable in damages or have the right to terminate this agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including Acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
Off-Spec Service Charge
Patriot reserves the right to assess an off-spec service charge for any waste if determines to be nonconforming. As used in this Agreement, the phrase “off-spec” means any waste with respect to which the quality, consistency, type, chemical composition, or the relative mix is inconsistent with the Waste Description (profile) to be obtained by Patriot. Patriot shall notify Customer of the existence of off-spec waste and the associated additional service charge prior to effecting final disposal of said waste.
Other Off-Spec Requirements
If waste is discovered to be off-spec or otherwise non-conforming, if there is a permissible location for delivery of the waste, Patriot shall proceed to deliver the waste to an alternative acceptable location and the Customer shall pay Patriot its reasonable additional expenses and charges for handling, loading, preparing, transporting, storing, and caring for off-spec or otherwise nonconforming waste. In the event that there is no acceptable alternative location for delivery of the waste, Patriot shall return the waste to the Customer and the Customer shall pay Patriot its reasonable expenses and charges for handling, loading, preparing, transporting, storing, and caring for off-spec or otherwise nonconforming waste.
Customer Warranties
Customer warrants, to the best of Customer’s knowledge, that; ( i) Customer holds clear title to all materials being serviced hereunder and is under no legal restraint or under which would prohibit the Services from being provided; and (ii) The person who executes this Agreement on behalf of Customer is duly authorized to do so. ( iii) Containers supplied by Customer shall be in compliance with any and all applicable DOT, EPA, and RCRA regulations and the provisions of all other applicable laws, rules, regulations, and orders insofar as is required for waste meeting the Waste Description applicable to the waste intended to be placed therein.
Suspension of Services
Patriot’ obligations to Customer to perform the Services pursuant to this Agreement may be suspended by either party and the time for Patriot to perform the Services shall be extended in the event of any of the following: (i) act of God, war, riot, fire, explosion, accident, or flood; (ii) lack of adequate fuel, power, raw material, labor containers, or transportation facilities; (iii) compliance with governmental requests, laws, regulations, orders, or other required licenses or approvals; (iv) breakage or failure of machinery or apparatus; (v) national defense requirements or any other event beyond the reasonable control of such party; and/or (vi) labor trouble, strike, lockout, or injection (provided that neither party shall be required to settle a labor dispute against its own best judgment).
Subcontractors
Services shall be performed by employees of Patriot, or its subcontractors who will be controlled and under the sole authority of Patriot, and who will be compensated for performance of the services directly by Patriot under the terms and conditions of their agreements with Patriot. Patriot will be responsible for the qualification of any subcontractors used to perform services on behalf of client. Client will be billed for services by Patriot’s subcontractors at the greater of the rates listed in the Patriot Fee Schedule of Services or the cost of the subcontractor’s services plus an administrative charge of 25% of the cost of these services. Subcontractors’ services will be listed on the Patriot Daily Work Report. Client agrees not to contact Patriot’s subcontractors, directly or indirectly (including through agents), to attempt to secure the subcontractor’s services for work to complete the Services, except through Patriot, or to seek to induce the Subcontractors to violate the terms of their agreements with Patriot.
Insurance Assignment
To the extent Customer has in place an insurance policy which provides benefits which are payable for the Services being provided by Patriot to Customer, to the extent necessary to pay Patriot in full for the Services, Customer hereby assigns to Patriot all rights under Customer’s policy and all rights to the paymeny of benefits under Customer’s policy. When Patriot is paid in full for its Services, Patriot will reassign to Customer all rights under Customer’s insurance policy which were assigned to Patriot under this proposal.
The Customer warrants
that any right-of-way provided by the Customer to/from the Customer’s premises to/from the most convenient public way, is sufficient to bear the weight of all Patriot equipment and vehicles reasonably required to perform the services. Patriot shall not be responsible for damages caused to any private pavement or accompanying subsurface of any route reasonably to perform the Services and Customer shall indemnify, defend, and hold Patriot harmless from any and all claims of any kind for injury to person or property arising from Patriot’s use of private pavement and accompanying subsurface of any route reasonably required to perform the Services.
Payment by Credit Card
Customer may pay the sums owed by Customer to Patriot by Credit Card. However, the credit card companies charge Patriot a fee for acceptance of payment by Credit Card. Accordingly, if Customer decides to pay the sums owed to Patriot by Credit Card, Patriot shall be entitled to surcharge Customer the sum of 3.0 percent of the amount being paid by Customer to Patriot to reimburse Patriot for the Credit Card charges incurred by Patriot in processing Customer’s payment. Payment by Credit Card will be allocated first to the charge set forth in this paragraph 4.(k), and then to amount due for the Services. Accordingly, if, for any reason, the total amount of the Credit Card charge authorized pursuant to this paragraph 4.(k) is less than the amount due Patriot (y) for the Services, and (z) for the credit card charge due pursuant to this paragraph, Customer shall remain liable to pay to Patriot the remaining balance due for the Services.
Additional Provisions
- A Minimum call out is 4 hours per call.
- Straight Time – Monday through Friday from 0700-1500, including chargeable 1/2 hour meal break.
- Overtime – All other hours Monday through Friday (up to 12 consecutive working hours) and the 1st 8 hours on Saturday.
- Premium Time – After 12 consecutive working hours Monday through Friday, all subsequent hours on Saturday and all hours on Sunday & Holidays.
- Billing Rate in effect until a minimum 6 hour break is provided.
- Rate categories apply to personnel working during specified time of day regardless of the number of hours worked for the Client on that particular day.
- Out of Area Projects have a minimum call out of 8 hours per person.
- Personnel time charges begin with equipment and personnel mobilization at the time of the call out. Time charges terminate at the conclusion of the operation, which includes transportation back to Patriot Environmental Operations Center and any necessary decontamination and/or repair of equipment. Personnel are charged in half-hour increments.
- Outside services for any incidental costs for all emergency response personnel are charged at cost plus 25%. Per diem charges are $300.00 per person per day.
- Commercial transportation for Patriot employees will be reimbursed at Patriot cost plus 25%.
- Surcharge fee of 19% shall be applied to all invoices and subject to both labor and materials less taxes.
- Personnel/Labor rates are not inclusive of federal, state or local prevailing wages. Prevailing wage determination must be provided by the client “prior” to work commencing.
- Invoice minimum is $500 for Emergency Response, Industrial Services, and Waste Services.
- Storage Bladders – are designed to provide temporary storage and one time usage. Client will be notified prior to deployment of bladder and informed of replacement value. If deployed, the client will be billed for replacement at Patriot’s cost plus 25% and will be responsible for the transportation & disposal of the existing bladder as required.