(THE GOOD, THE BAD AND THE UGLY)

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2 (THE GOOD, THE BAD AND THE UGLY)

3 SERVICES NEEDED WHAT IS A MASTER SERVICE AGREEMENT WHAT IS AN APPROVED VENDOR LIST REQUIRED GENERAL LIABILITY & OTHER INSURANCE POLICIES CODE OF BUSINESS CONDUCT & ETHICS FOR VENDORS & CONTRACTORS

4 POLICY & PROCEDURES: DRUG FREE WORKPLACE POLICY MUST AGREE TO EQUAL EMPLOYMENT OPPORTUNITY OSHA STATISTICS DART DAY AWAY RESTRICTED TRANSFER TRC TOTAL RECORDABLE CASE RATE TRAINING PROGRAMS SAMPLE WRITTEN POLICIES OUTLINE OF A MASTER SERVICE AGREEMENT

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6 MECHANICS DIESEL ENGINE, COMPRESSORS, ETC. WELDERS PIPELINES, WELLHEADS DRIVERS WITH A COMMERCIAL DRIVERS LICENSE FRAC SAND HAULERS OIL HAULERS WATER HAULERS DELIVERY SERVICES POWER WASHING, PIPE CLEANING, ETC. ROUSTABOUT CREWS FENCES & OTHER MAINTENANCE ITEMS

7 ENVIRONMENTAL SERVICES: DISPOSAL AIR EMISIONS REGULATORY SERVICES CATERING: FRAC CREWS SAFETY MEETINGS SPUD MEETINGS (Start Putting Up Derrick) ENGINEERS, GEOLOGISTS, ACCOUNTANTS, CLERKS

8 SMALLER COMPANIES THAT PROVIDE GOODS & SERVICES TO TIER ONE COMPANIES AND TO EACH OTHER TRUCK HAULING, LANDMEN, EQUIPMENT REPAIR, SALES & REPAIR, EARTH MOVING, SURVEYING, PIPE & TANK FABRICATION AND INSTALLATION, CRANES, WELDING, PORTABLE BUILDINGS & TANKS AND OFFICE & WAREHOUSE OR SHOP SPACE

9 BUSINESSES THAT PROVIDE GOODS AND SERVICES TO TIER 1&2 EMPLOYEES HOUSING, FOOD, CLOTHING, VEHICLES, HEALTH CARE, ENTERTAINMENT AND PERSONAL SERVICES

10 THEY ARE NOT COMPANIES, THEY ARE THE LANDOWNERS NEW HOMES, FENCING, STOCK PONDS, ROADS & BRUSH CLEARING NEW VEHICLES, TRAVEL, ENTERTAINMENT & CHARITY INVESTMENTS & STOCK PORTFOLIOS THOUSANDS OF WEALTHY LANDOWNERS NOW, TENS OF THOUSANDS IN FUTURE YEARS

11 TAX REVENUES THAT GO TO CITIES, COUNTIES, SCHOOL DISTRICS AND THE STATE ROAD REPAIR AND RECONSTRUCTION, NEW VEHICLES, NEW BUILDINGS, NEW EQUIPMENT AND NEW SERVICES

12 DEFINES THE RIGHTS & OBLIGATIONS OF THE COMPANY & CONTRACTOR OUTLINES THE INVOICE & PAYMENT PROCEDURES OUTLINES THE REQUIREMENTS FOR REPORTING ACCIDENTS SETS INSURANCE REQUIRMENTS GENERAL LIABLILITY AUTO LIABILITY WORKMANS COMPENSATIO EXCESS LIABILITY

13 MUST AGREE TO EQUAL EMPLOYMENT OPPORTUNTIY MUST AGREE TO CODE OF CONDUCT & ETHICS MUST AGREE TO DRUG FREE WORKPLACE POLICY

14 SOURCES THAT HAVE DEMONSTRATED IMPECCABLE QUAILITY & HIGHLY EFFICIENT PROCESSES CONTINUATION AS AN APPROVED SUPPLIER IS BASED ON DELIVERY OF QUALITY GOODS & SERVICE CRITICAL SUPPLIER LIST ADHERE TO SPECIFICATIONS PASS INSPECTION ARE SPECIFIED ON A QUALIFIED PRODUCT LIST ARE CRITICAL TO OPERATING SYSTEMS RELIABILITY

15 NON-CRITICAL SUPPLIER LIST SERVICES THAT MEET COMMERCIAL INDUSTRY STANDARDS FOR COMMON ITEMS GROUNDS KEEPING, PACKING MATERIALS, ELECTRICAL CONTRACTORS OTHER SUPPLIER LIST PROVIDES SUPPLIES & SERVICES SEVICES NOT DIRECTLY RELATED TO THE QUALITY OF THE FINAL PRODUCT

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17 GENERAL LIABILITY, AUTO LIABILITY & EXCESS LIABILITY COVERAGE ADDITIONAL INSURED WAVIER OF SUBROGATION WORKMAN'S COMPENSATION COVERAGE WAIVER OF SUBROGATION QUESTIONNAIRE FOR YOUR INSURANCE AGENT

18 COMPLIANCE WITH THE LAWS, RULES & REQULATIONS OF THE COMPANY REPORTING PROCEDURES WORKPLACE SAFETY, SECURITY & PROTECTION OF THE ENVIRONMENT CONFLICTS OF INTEREST

19 CONFIDENTIALITY PROTECTION & PROPER USE OF COMPANY ASSETS COMPETITION & FAIR DEALING ANTITRUST LAWS UNAUTHORIZED TAKING / USE OF COMPANY INFORMATION

20 PURPOSE COVERED PERSONS PROHIBITED CONDUCT DEFINITIONS OVER-THE-COUNTER MEDICATION & PRESCRIPTION DRUGS CORRECTIVE ACTIONS

21 TYPES OF DRUG & ALCOHOL TESTING PRE-EMPLOYMENT REASONABLE CAUSE POST ACCIDENT RANDOM/SAFETY-SENSITIVE POSITIONS POST-REHABILITATION DOT REQUIRED OTHER

22 SUBSTANCES TO BE TESTED MARIJUANA COCAINE AMPHETAMINES & METHAMPHETAMINES OPIATES (HEROIN) PHENCYCLIDINE (PCP) ALCOHOL

23 MEDICAL REVIEW OFFICER EMPLOYEE ASSISTANCE PROGRAM SEARCHES NOTICES OF CRIMINAL DRUG OR ALCOHOL VIOLATIONS EXCEPTIONS

24 DART RATE: DAYS AWAY, RESTRICTED OR TRANSFERRED TO ANOTHER JOB OCCURANCES ( ) X 200,000 ACTUAL HOUR WORKED (ESTIMATED OR ACTUAL) (# OF PEOPLE)X(40 HR WEEK)X(50 WEEKS) < 1 TO BE CONSIDERED A CONTRACTOR (COMPARES YOU TO SIMILAR BUSINESSES)

25 TRC RATE: TOTAL RECORDABLE CASE RATE (INCLUDES INJURIES THAT ARE RECORDABLE, BUT HAVE NO LOSS TIME) OCCURANCES ( ) X 200,000 ACTUAL HOUR WORKED (ESTIMATED OR ACTUAL) (# OF PEOPLE)X(40 HR WEEK)X(50 WEEKS) < 4-5 TO BE CONSIDERED A CONTRACTOR EXAMPLE: WORKER HURTS HIS BACK, GOES TO THE DOCTOR AND GETS PAIN MEDICINE. GOES BACK TO WORK WITH NO LOSS OF TIME.

26 TRAINING: STEPS NETWORK MONTHLY MEETING ON 3 RD WEDNESDAY IN BORCHARD FAIRGROUNDS FROM 8:00 AM TO 12:00 PM CONTRACTORS SAFETY COUNCIL SAMPLE POLICIES: SAFETY POLICY HAZARD COMMUNICATION FIRE PREVENTION PLAN

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28 A MSA IS A LEGAL DOCUMENT THAT: OUTLINES THE PERFORMANCE OF SERVICES AS AN INDEPENDENT CONTRACTOR FOR THE COMPANY FROM TIME TO TIME AT THE COMPANIES REQUEST OUTLINES THE TERMS OF THE AGREEMENT INCLUDING EFFECTIVE DATE UNTIL TERMINATED BY EITHER PARTY WITHIN SPECIFIED WRITTEN NOTICE

29 THIS AGREEMENT DOES NOT OBLIGATE THE COMPANY TO ORDER SERVICES FROM THE CONTRACTOR TERMS & AMOUNT OF COMPENSATION ARE OUTLINED IN THIS AGREEMENT ADDRESSES SUBMISSION OF INVOICES PAYMENT OF INVOICES

30 WITHOLDING OF PAYMENTS BY THE COMPANY FOR A BONA FIDE DISPUTE CAN OUTLINE RETENTION OF CONTRACTORS COSTS UNDER THIS AGREEMENT THAT WERE CHARGEABLE TO THE COMPANY (1-3 YEARS) THE COMPANY USUALLY CAN AUDIT CONTRACTOS RECORDS

31 MUST KEEP ALL PAYROLL RECORDS FOR FULL & PART TIME EMPLOYEES FOR SERVICES PROVIDED CANCELLED CHECKS PURCHASES INVENTORY MATERIALS RENTALS TRAVEL & ENTERTAINMENT

32 OUTLINES CONTRACTOR WARRANTS EXPERT IN ITS FIELD WORK IS TO BE PERFORMED SAFELY HAS ADEQUATE EQUIPMENT IN WORKING CONDITION WITH A TRAINED STAFF HAS A REGULAR TRAINING & SAFETY PROGRAM ALL MATERIALS, EQUIPMENT, ETC., SHALL BE OF SUITABLE QUALITY FOR ITS PURPOSE

33 OUTLINES CONTRACTOR WARRANTS (CONT.) SHALL ABIDE BY ALL COMPANY POLICIES, RULES, GUIDELINES & PROCEDURES FOR THE SERIVICES RENDERED FOR: SAFETY SUBSTANCE ABUSE ENVIRONMENTAL CONFLICTS OF INTEREST WILL NOT VIOLATE ANY APPLICABLE LABOR LAWS

34 OUTLINES CONTRACTOR WARRANTS (CONT.) SUSPENSION/TERMINATION OF SERVICES DUE TO BREACH OF SAFETY REQUIREMENTS CONTRACTOR TO INSPECT ALL EQUIPMENT & MATERIALS: MUST NOTIFY COMPANY OF ANY DEFECTS IS RESPONSIBLE FOR THEM IF USED

35 OUTLINES CONTRACTOR WARRANTS (CONT.) AGREES TO INDEMNIFY THE COMPANY FROM: DAMAGES LOSSES CLAIMS SUITS PENALTIES OTHER EXPENSES AGREES TO RELEASE, PROTECT & HOLD COMPANY HARMLESS FROM ANY CLAIMS

36 OUTLINES CONTRACTOR WARRANTS (CONT.) AGREES TO HAVE INSURANCE EQUAL TO OR GREATER THAN MINIMUM LIMITS

37 OUTLINES CONTRACTOR WARRANTS (CONT.) AGREES TO RELEASE, PROTECT, INDEMNIFY & HOLD COMPANY HARMLESS FROM ALL LIENS & CLAIMS FOR LABOR OR MATERIALS IN THIS AGREEMENT COMPANY AND/OR CONTRACTOR SHALL NOT BE LIABLE TO THE OTHER FOR: DELAYS DAMAGES BY REASON OF STATE OR FEDERAL LAWS OR REGULATIONS

38 OUTLINES CONTRACTOR WARRANTS (CONT.) AGREES TO COMPLY WITH EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATE (EEOC) AGREES TO COMPLY WITH COMPANY S CODE OF BUSINESS CONDUCT & ETHICS AND WITH THE COMPANY S DRUG FREE WORKPLACE POLICY