ENVIRONMENTAL COMPLIANCE ASSESSMENT REPORT
(California – Federal & State Environmental Law)
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title and Parties
This Environmental Compliance Assessment Report (the “Report” or “Agreement”) is entered into by and between:
(a) [CLIENT LEGAL NAME], a [STATE] [corporation/LLC/other] with its principal place of business at [ADDRESS] (“Client”); and
(b) [CONSULTANT LEGAL NAME], a [STATE] [professional corporation/LLC/other] with its principal place of business at [ADDRESS] (“Consultant”).
1.2 Recitals
A. Client owns, operates, or otherwise controls the real property and improvements located at [SITE ADDRESS / PROPERTY DESCRIPTION] (the “Site”).
B. Client desires an independent assessment of the Site’s compliance with applicable federal, state, and local environmental laws, regulations, and permits, including but not limited to the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601–9675 (“CERCLA”), and the California Environmental Quality Act, Cal. Pub. Res. Code §§ 21000–21177 (“CEQA”).
C. Consultant possesses the requisite expertise and qualifications to perform the assessment and prepare this Report.
D. The parties wish to define their respective rights, obligations, and liabilities regarding the assessment, the Report, and any resulting recommendations.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:
1.3 Effective Date; Jurisdiction
This Agreement is effective as of [EFFECTIVE DATE] (the “Effective Date”) and shall be governed by and construed in accordance with the federal environmental laws of the United States and the laws of the State of California, without regard to conflict-of-laws principles.
2. DEFINITIONS
[// GUIDANCE: Insert, remove, or modify terms to fit the specific engagement.]
“Applicable Environmental Laws” means all U.S. federal, California state, county, and local statutes, regulations, ordinances, and administrative orders relating to pollution, protection of the environment, Hazardous Substances, natural resources, human health and safety, and land use, including CERCLA and CEQA.
“Cleanup Costs” means all reasonable and necessary costs of investigation, response, removal, remediation, restoration, monitoring, and post-remedial care, including state-approved corrective actions under Cal. Code Regs. tit. 23, div. 3 (UST regulations) and other comparable programs, limited to the Site.
“Environmental Court” means the [SPECIFY: e.g., Superior Court of California, County of ____ – Environmental Division] or any successor court exercising specialized environmental jurisdiction.
“Hazardous Substance” has the meaning set forth in 42 U.S.C. § 9601(14) and includes any additional substance regulated under California Health & Safety Code or Cal. Code Regs. tit. 22, div. 4.5.
“Limited Arbitration Issues” means solely (i) disputes over Consultant’s unpaid fees and (ii) allocation of additional sampling costs below USD [AMOUNT], as set forth in Section 8.3.
“Permits” means any federal, state, or local environmental permit, license, consent, or approval applicable to the Site, including South Coast Air Quality Management District permits, State Water Resources Control Board NPDES permits, and hazardous waste generator identification numbers.
“Remediation Standards” means those cleanup or abatement levels promulgated or approved by (i) U.S. EPA under 40 C.F.R. pts. 300–312, (ii) CalEPA / DTSC pursuant to Cal. Health & Safety Code § 25356.1, and (iii) the Regional Water Quality Control Board for the region in which the Site is located.
3. OPERATIVE PROVISIONS
3.1 Scope of Assessment
(a) Phase I ESA/Records Review: Consultant shall conduct a records review consistent with ASTM E1527-21 and CEQA guidance.
(b) Site Reconnaissance: Consultant shall perform a visual inspection of all accessible Site areas and note potential Recognized Environmental Conditions (“RECs”).
(c) Sampling & Analysis (Optional): If warranted, Consultant shall collect surface or subsurface samples in accordance with U.S. EPA SW-846 or equivalent California methodologies.
(d) Compliance Matrix: Consultant shall compare Site activities against Applicable Environmental Laws, Permits, and Remediation Standards.
(e) Draft & Final Report: Consultant shall deliver a draft Report within [##] business days of completing field work, and a final Report within [##] days after receipt of Client comments.
[// GUIDANCE: Insert additional tasks—e.g., vapor intrusion assessment, asbestos survey—if required.]
3.2 Performance Standards and Personnel
Consultant shall perform all services (i) in accordance with generally accepted industry standards for environmental professionals, (ii) in compliance with Applicable Environmental Laws, and (iii) utilizing personnel with qualifications no less than those disclosed to Client.
3.3 Access and Cooperation
Client shall provide Consultant, its employees, agents, and subcontractors reasonable access to the Site, documents, records, and personnel during normal business hours, subject to applicable safety protocols.
3.4 Consideration; Fees & Expenses
(a) Fixed Fee: Client shall pay Consultant USD [AMOUNT] (“Fee”) in accordance with the payment schedule in Exhibit A.
(b) Reimbursable Costs: Sampling laboratory fees, reasonable travel, and third-party charges shall be reimbursed at cost plus [##]%.
(c) Late Payment: Amounts outstanding more than thirty (30) days accrue interest at 1.0% per month.
(d) Non-Payment Default: See Section 6.1(a).
3.5 Conditions Precedent
Consultant’s obligations are conditioned upon (i) timely receipt of a retainer of USD [AMOUNT]; (ii) receipt of all requested Site records; and (iii) unrestricted Site access as provided in Section 3.3.
4. REPRESENTATIONS & WARRANTIES
4.1 Consultant
(a) Authority: Consultant is duly organized, validly existing, and in good standing under the laws of its state of formation.
(b) Qualifications: Consultant and its key personnel possess all required licenses and professional certifications.
(c) Standard of Care: Consultant shall exercise the level of skill and care ordinarily exercised by reasonably prudent environmental professionals practicing in California.
(d) No Conflict: Performance of this Agreement does not violate any other agreement to which Consultant is party.
4.2 Client
(a) Authority & Title: Client owns or controls the Site and has authority to grant the rights herein.
(b) Accuracy of Information: All Site information furnished to Consultant will be materially complete and accurate.
(c) Compliance: To Client’s knowledge, the Site holds all Permits necessary for current operations.
4.3 Survival
Representations and warranties survive for eighteen (18) months following delivery of the final Report.
5. COVENANTS & RESTRICTIONS
5.1 Affirmative Covenants of Client
(a) Permit Maintenance: Maintain all existing Permits in full force during the Term.
(b) Notification: Promptly notify Consultant of any newly discovered contamination or regulatory notice concerning the Site.
(c) Record Retention: Retain the final Report and supporting documentation for no less than five (5) years.
5.2 Consultant Covenants
(a) Confidentiality: Treat Site information and Report contents as confidential except as required by law.
(b) Regulatory Cooperation: Cooperate with any lawful request by CalEPA, DTSC, Regional Boards, or U.S. EPA regarding data produced under this Agreement.
5.3 Restrictions
Neither party shall disclose the Report to third parties other than regulators, lenders, or prospective purchasers under a reasonable confidentiality agreement without the prior written consent of the other party.
6. DEFAULT & REMEDIES
6.1 Events of Default
(a) Monetary Default: Failure of Client to pay any undisputed amount within fifteen (15) days after written notice.
(b) Material Breach: Failure of either party to perform a material obligation hereunder, uncured within thirty (30) days after notice.
(c) Bankruptcy: Initiation of bankruptcy or insolvency proceedings by or against a party that is not dismissed within sixty (60) days.
6.2 Remedies
(a) Consultant Remedies: Suspend work; withhold delivery of the Report; charge late fees; and pursue collection costs, including reasonable attorneys’ fees.
(b) Client Remedies: Require re-performance of defective services; offset undisputed amounts against the Fee; terminate the Agreement pursuant to Section 6.3.
(c) Cumulative: Remedies are cumulative and not exclusive.
6.3 Termination Rights
(a) Convenience: Client may terminate on fifteen (15) days’ prior written notice, paying Consultant for work performed plus reasonable wind-down costs.
(b) Default: Either party may terminate upon an uncured Event of Default as defined in Section 6.1.
7. RISK ALLOCATION
7.1 Indemnification
(a) Client Indemnity: Client shall indemnify, defend, and hold harmless Consultant, its officers, directors, and employees from any third-party claims, damages, or liabilities arising out of (i) pre-existing environmental conditions at the Site, or (ii) Client’s breach of this Agreement, except to the extent caused by Consultant’s negligence or willful misconduct.
(b) Consultant Indemnity: Consultant shall indemnify, defend, and hold harmless Client from any third-party claims, damages, or liabilities arising solely from Consultant’s gross negligence, willful misconduct, or material breach of Section 4.1.
7.2 Limitation of Liability
Except for (i) a party’s indemnification obligations under Section 7.1, (ii) fraud, or (iii) willful misconduct, each party’s aggregate liability under this Agreement shall not exceed the lesser of (a) the Cleanup Costs reasonably attributable to Consultant’s services or (b) two (2) times the total Fee actually paid to Consultant.
7.3 Insurance
Consultant shall maintain during the Term: (i) Commercial General Liability insurance of at least USD [1,000,000] per occurrence; (ii) Professional Liability (Errors & Omissions) of at least USD [2,000,000] per claim; and (iii) Workers’ Compensation insurance as required by California law.
7.4 Force Majeure
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, governmental actions, or pandemics, provided the affected party gives prompt written notice and resumes performance as soon as practicable.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement is governed by federal environmental laws and the laws of the State of California.
8.2 Forum Selection
Except as provided in Section 8.3, the parties submit to the exclusive jurisdiction of the Environmental Court.
8.3 Limited Arbitration
Disputes limited to the “Limited Arbitration Issues” shall be finally resolved by confidential arbitration administered by JAMS in accordance with its Streamlined Arbitration Rules. The arbitration shall take place in [CITY], California, before a single arbitrator with environmental expertise. The award shall be final and binding and may be entered in any court of competent jurisdiction.
8.4 Injunctive Relief
Notwithstanding Section 8.3, either party may seek temporary or permanent injunctive relief or other equitable remedy from the Environmental Court to prevent irreparable harm relating to environmental compliance obligations.
8.5 Jury Waiver [OPTIONAL]
Each party hereby knowingly, voluntarily, and irrevocably waives any right to a trial by jury in any proceeding arising out of or relating to this Agreement.
[// GUIDANCE: Delete if Client prefers to preserve jury trial rights.]
9. GENERAL PROVISIONS
9.1 Amendments and Waivers
No amendment, modification, or waiver of any provision of this Agreement is effective unless set forth in a written instrument signed by both parties.
9.2 Assignment
Neither party may assign or delegate its rights or obligations without the other party’s prior written consent, except to a successor in connection with a merger, consolidation, or sale of substantially all assets, provided such successor assumes all obligations herein.
9.3 Successors and Assigns
This Agreement binds and benefits the parties and their respective successors and permitted assigns.
9.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the parties’ original intent.
9.5 Integration
This Agreement, including all exhibits, schedules, and the final Report, constitutes the entire agreement between the parties and supersedes all prior understandings relating to its subject matter.
9.6 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each deemed an original, and all together constitute one instrument. Electronic signatures and delivery via PDF or other reliable electronic means shall be deemed originals for all purposes.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Environmental Compliance Assessment Report as of the Effective Date.
| CLIENT | CONSULTANT |
|---|---|
| [CLIENT LEGAL NAME] | [CONSULTANT LEGAL NAME] |
| By: ________ | By: ________ |
| Name: ______ | Name: ______ |
| Title: _____ | Title: _____ |
| Date: ______ | Date: ______ |
[Optional Notary Acknowledgment – California All-Purpose Acknowledgment]
[// GUIDANCE: Include if notarization is desired or required by lender/regulator.]
Exhibit A – Fee Schedule
[Outline milestone payments, hourly rates, reimbursable costs.]
Exhibit B – Site Plan & Legal Description
[Attach survey or metes-and-bounds description.]
Exhibit C – Permit Inventory
[List all federal, state, and local environmental permits affecting the Site.]
[// GUIDANCE: Add additional exhibits such as chain-of-title, prior Phase I/II reports, or agency correspondence as necessary.]