ENVIRONMENTAL COMPLIANCE ASSESSMENT REPORT

(Georgia Facilities – Federal & State Environmental Law)

[// GUIDANCE: This template is intentionally over-inclusive. Delete any provisions that do not apply to the specific facility, project scope, or client engagement.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Title and Parties

This Environmental Compliance Assessment Report (the “Report”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [REPORTING ENTITY], a [STATE] [corporation/limited liability company/etc.] with its principal place of business at [ADDRESS] (“Company”); and
• [RECIPIENT], [e.g., the Georgia Environmental Protection Division (“GA EPD”), a financial institution, or internal corporate addressee], having an address at [ADDRESS] (“Recipient”).

1.2 Recitals

A. Company owns, operates, or controls the real property and improvements located at [FACILITY ADDRESS] (the “Facility”).
B. Company is required under applicable federal and state Environmental Laws to perform periodic environmental compliance assessments and to certify the Facility’s conformity with those laws.
C. Company has conducted an environmental compliance assessment of the Facility in accordance with the scope of work described herein and desires to submit this Report to Recipient.
D. Recipient agrees to accept this Report subject to the terms and conditions set forth below.

1.3 Jurisdiction; Governing Law

This Report and all disputes arising hereunder shall be governed by and construed in accordance with (i) the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.; (ii) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; (iii) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (iv) the Clean Air Act, 42 U.S.C. § 7401 et seq.; (v) the Georgia Hazardous Site Response Act, O.C.G.A. § 12-8-90 et seq.; (vi) Ga. Comp. R. & Regs. r. 391-3-[SPECIFY]; and (vii) any other Applicable Environmental Laws, without regard to conflict-of-law principles.

2. DEFINITIONS

[// GUIDANCE: Insert only those defined terms actually used in the final draft.]

“Applicable Environmental Laws” means all federal, state, and local statutes, rules, regulations, ordinances, permits, orders, and common-law duties relating to pollution, protection of human health or the environment, or the presence, use, generation, storage, treatment, release, or threatened release of Hazardous Materials, including, without limitation, the statutes and regulations cited in Section 1.3.

“Cleanup Costs” means all reasonable, necessary, and actually incurred costs for investigation, removal, remediation, monitoring, and restoration required to comply with Applicable Environmental Laws, capped as provided in Section 7.3.

“Environmental Court” means the Superior Court of Fulton County, Environmental Division (or any successor court having jurisdiction over environmental matters in Georgia).

“Hazardous Materials” means any pollutant, contaminant, hazardous substance, hazardous waste, toxic substance, petroleum or petroleum-derived substance, asbestos-containing material, polychlorinated biphenyls (PCBs), lead-based paint, or any other chemical, material, or substance defined or regulated as hazardous or toxic under Applicable Environmental Laws.

“Limited Arbitration” has the meaning set forth in Section 8.3.

“Report” has the meaning given in Section 1.1.

3. OPERATIVE PROVISIONS

3.1 Scope of Assessment

(a) Company performed a comprehensive multimedia environmental compliance audit of the Facility between [START DATE] and [END DATE] (the “Assessment Period”) in accordance with:
 (i) U.S. Environmental Protection Agency (“EPA”) Audit Policy (65 Fed. Reg. 19,618);
 (ii) GA EPD Compliance Assurance Program Guidance; and
 (iii) ASTM E3050-18 (or most current) Standard Guide for Facility Environmental Audits.

(b) The Assessment addressed air emissions, water discharges, waste management practices, underground storage tanks, spill prevention, emergency response, hazardous materials storage, and applicable environmental permits.

3.2 Deliverables

Company hereby delivers to Recipient:
(i) this Report;
(ii) Appendix A – Permits & Authorizations Matrix;
(iii) Appendix B – Findings & Corrective Action Schedule;
(iv) Appendix C – Sampling & Analytical Data;
(v) Appendix D – Certification of Assessment Completion.

3.3 Performance Standards & Deadlines

(a) Corrective actions identified in Appendix B shall be completed by the deadlines specified therein, subject to extensions approved in writing by Recipient or mandated by GA EPD.
(b) Company shall submit quarterly progress updates within ten (10) Business Days after each calendar quarter-end until all corrective actions are certified complete.

3.4 Consideration

No monetary consideration is exchanged; the mutual promises herein constitute sufficient consideration.

3.5 Conditions Precedent

The effectiveness of this Report is conditioned upon:
(i) Signature by duly authorized representatives of both Parties; and
(ii) Attachment of all Appendices referenced in Section 3.2.

4. REPRESENTATIONS & WARRANTIES

4.1 By Company

(a) Authority. Company is duly organized, validly existing, and in good standing under the laws of its state of formation and has full power to execute and deliver this Report.
(b) Accuracy. The information contained in this Report (including Appendices) is true, complete, and accurate in all material respects as of the Effective Date.
(c) Methodology. The Assessment was conducted in material conformity with Section 3.1.
(d) Compliance. Except as expressly disclosed in Appendix B, Company is in material compliance with all Applicable Environmental Laws.

4.2 By Recipient

Recipient has the requisite authority to receive and rely upon this Report and, if applicable, to forward it to federal or state regulators.

4.3 Survival

The representations and warranties in this Section 4 shall survive for a period of [TWO (2)] years following the Effective Date.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants

(a) Compliance. Company shall undertake and complete all corrective actions in Appendix B in a good-faith, diligent manner consistent with Applicable Environmental Laws, GA EPD guidance, and industry best practices.
(b) Monitoring. Company shall maintain all required environmental monitoring and recordkeeping systems in accordance with Applicable Environmental Laws.
(c) Notice. Company shall notify Recipient and GA EPD in writing within five (5) Business Days of any reportable release, Notice of Violation, or other material regulatory communication relating to the Facility.

5.2 Negative Covenants

Company shall not materially alter any process, equipment, or operational parameter identified in this Report unless (i) prior written notice is provided to Recipient and GA EPD, and (ii) Company has obtained all necessary permits or permit modifications.

5.3 Cure Periods

Except in the case of an Imminent and Substantial Endangerment (as defined under 42 U.S.C. § 9601(14)), Company shall have thirty (30) days from written notice of non-compliance to cure, or such longer period as is reasonably necessary so long as Company commences cure within such 30-day period and diligently prosecutes the same to completion.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Failure to timely complete a corrective action in Appendix B;
(b) Submission of materially false or misleading information;
(c) Violation of Section 5.2 (Negative Covenants).

6.2 Notice & Cure

Recipient shall provide written Notice of Default specifying the nature of the default. Company shall have the applicable cure period under Section 5.3.

6.3 Remedies

(a) If Company fails to cure within the stated period, Recipient may pursue any combination of the following:
 (i) Specific performance or injunctive relief in Environmental Court;
 (ii) Limited Arbitration under Section 8.3 to establish an enforceable corrective action plan;
 (iii) Recovery of actual Cleanup Costs (subject to Section 7.3 liability cap) incurred by Recipient in performing or overseeing corrective action.
(b) Prevailing Party. The prevailing party in any enforcement action shall be entitled to recover reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Indemnification

Company shall defend, indemnify, and hold harmless Recipient and its directors, officers, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claims, liabilities, penalties, fines, and governmental or third-party actions (including reasonable attorney fees) arising out of or relating to:
(a) Company’s breach of any representation, warranty, or covenant herein;
(b) the presence, release, or threatened release of Hazardous Materials at, on, or from the Facility, except to the extent caused by the gross negligence or willful misconduct of an Indemnified Party.

7.2 Defense Obligations

Company shall promptly assume the defense of any claim with counsel reasonably acceptable to Recipient and shall not settle any claim without Recipient’s prior written consent if such settlement imposes injunctive obligations or financial liability on an Indemnified Party.

7.3 Liability Cap

The aggregate liability of Company under this Report, whether in contract, tort, or otherwise, shall not exceed the total Cleanup Costs required to bring the Facility into compliance with Applicable Environmental Laws; provided, however, that the liability cap shall not apply to claims arising from (i) fraud, (ii) willful misconduct, or (iii) violations constituting Imminent and Substantial Endangerment.

7.4 Insurance

[OPTIONAL] Company shall maintain, at its sole cost, Pollution Legal Liability insurance with limits not less than $[AMOUNT] per occurrence and $[AMOUNT] aggregate, naming Recipient as an additional insured.

7.5 Force Majeure

Neither Party shall be liable for failure to perform its obligations (other than payment or indemnification obligations) where such failure is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, or regulatory moratoria, provided that the affected Party notifies the other within ten (10) Business Days of the onset of the force-majeure event and uses commercially reasonable efforts to mitigate.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Report shall be governed by and construed in accordance with the laws specified in Section 1.3.

8.2 Forum Selection

Subject to Section 8.3, the Parties irrevocably submit to the exclusive jurisdiction of the Environmental Court for any suit, action, or proceeding arising out of or relating to this Report.

8.3 Limited Arbitration

(a) Scope. Disputes solely involving the timing, sequence, or technical adequacy of corrective actions (and not involving civil penalties or third-party claims) (“Arbitrable Disputes”) shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Environmental Arbitration Rules.
(b) Procedure. The arbitral tribunal shall consist of a single arbitrator with at least ten (10) years’ experience in environmental compliance. The seat of arbitration shall be Atlanta, Georgia.
(c) Time Limits. The award shall be rendered within ninety (90) days of the arbitrator’s appointment.

8.4 Jury Waiver

[to be selected] ☐ Applicable – EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY in any judicial proceeding arising out of this Report.
☐ Not Applicable – Jury waiver intentionally omitted.

8.5 Injunctive Relief

Nothing in this Section 8 shall preclude either Party from seeking immediate injunctive relief or specific performance in Environmental Court to prevent or mitigate irreparable environmental harm.

9. GENERAL PROVISIONS

9.1 Amendments & Waivers

No amendment or waiver of any provision of this Report shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment

Neither Party may assign or delegate its rights or obligations hereunder without the prior written consent of the other Party, except that Recipient may assign this Report to any governmental entity having jurisdiction over the Facility.

9.3 Successors & Assigns

This Report shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability

If any provision of this Report is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions shall remain in full force and effect, provided that the economic and legal substance of the transactions contemplated hereby is not materially impaired.

9.5 Entire Agreement

This Report (including its Appendices) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior representations, negotiations, or agreements, whether written or oral.

9.6 Counterparts & Electronic Signatures

This Report may be executed in one or more counterparts (including by PDF or electronic signature in compliance with the Uniform Electronic Transactions Act, O.C.G.A. § 10-12-1 et seq.), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Environmental Compliance Assessment Report to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE: Notarization or witness attestation may be required if this Report is to be recorded or submitted as a sworn certification. Confirm local practice.]

NOTARY ACKNOWLEDGMENT (optional; include if required)

State of __ )
County of __ )

The foregoing instrument was acknowledged before me on this ___ day of _, 20_, by ____, as ____ of ____, who [is personally known to me / produced ________ as identification].

Notary Public
My Commission Expires: _______

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