ENVIRONMENTAL COMPLIANCE REPORT

(Illinois Facility – Federal & State Environmental Law)

[// GUIDANCE: This template is designed for use by attorneys and environmental consultants preparing a comprehensive compliance assessment for an Illinois facility. Bracketed text should be customized or removed prior to finalization.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – Site Description
Exhibit B – Applicable Environmental Permits
Exhibit C – Compliance Assessment Findings & Recommendations
Exhibit D – Disclosure Schedules (if any)
Exhibit E – Certification Statement

I. DOCUMENT HEADER

1. Title & Parties
   This Environmental Compliance Report (the “Report”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
   a. [CONSULTANT NAME], a [STATE] [ENTITY TYPE], with its principal place of business at [ADDRESS] (“Consultant”); and
   b. [COMPANY NAME], a [STATE] [ENTITY TYPE], with its principal place of business at [ADDRESS] (“Company”).

2. Recitals
   A. Company owns and/or operates the facility located at [SITE ADDRESS] (the “Facility”).
   B. Consultant possesses expertise in evaluating compliance with federal and Illinois environmental requirements.
   C. Company has engaged Consultant to prepare this Report in accordance with Applicable Environmental Laws (as defined herein).

3. Consideration
   In consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

II. DEFINITIONS

For purposes of this Report, the following terms shall have the meanings set forth below. Any capitalized term not defined in this Section shall have the meaning given elsewhere in the Report.

“Applicable Environmental Laws” – Collectively, the federal, state, and local statutes, regulations, ordinances, permits, orders, and guidance documents governing pollution control, hazardous substances, waste management, and natural resources, including, without limitation:
• Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.;
• Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.;
• Clean Air Act, 42 U.S.C. § 7401 et seq.;
• Clean Water Act, 33 U.S.C. § 1251 et seq.;
• Illinois Environmental Protection Act, 415 ILCS 5/1 et seq.;
• Illinois Pollution Control Board regulations, 35 Ill. Adm. Code Parts 101–899; and
• Any permits, approvals, or consent orders issued thereunder.

“IEPA” – The Illinois Environmental Protection Agency.

“Permits” – All federal, state, and local environmental permits, licenses, registrations, and authorizations applicable to the Facility, including any NPDES permits issued by IEPA.

“Remediation Standards” – Cleanup objectives established under 35 Ill. Adm. Code Part 742 (TACO) or successor standards.

“Report” – This Environmental Compliance Report, including Exhibits and Schedules, as amended per Section 9.1.

[// GUIDANCE: Add additional defined terms (e.g., Hazardous Substances, Release, Force Majeure) as necessary for the specific engagement.]

III. OPERATIVE PROVISIONS

3.1 Scope of Work
a. Consultant shall:
i. Conduct site inspections, records reviews, and personnel interviews;
ii. Evaluate compliance with Applicable Environmental Laws, State of Illinois permitting requirements, and Remediation Standards;
iii. Identify actual or potential violations, permit deficiencies, and areas requiring corrective action; and
iv. Prepare Exhibits B and C and deliver the final Report to Company on or before [DELIVERY DATE].

b. Company shall provide Consultant with:
i. Reasonable access to the Facility during normal business hours;
ii. Complete copies of all environmental permits, monitoring data, spill logs, and prior audit reports; and
iii. Timely responses to information requests.

3.2 Performance Standards
Consultant shall perform the Services (i) in accordance with generally accepted industry practices, and (ii) in material compliance with Applicable Environmental Laws.

3.3 Compensation
a. Fee: [FLAT FEE AMOUNT] or [HOURLY RATE] plus reasonable out-of-pocket expenses.
b. Payment Due: Net [30] days from invoice date.
c. Late Payment: Interest at [___]% per month on overdue amounts.

3.4 Conditions Precedent
Consultant’s obligations are conditioned on timely receipt of access, information, and payments per Sections 3.1 b and 3.3.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations
Each Party represents and warrants that:
a. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
b. Execution and delivery of this Report have been duly authorized; and
c. This Report constitutes a legal, valid, and binding obligation enforceable against such Party.

4.2 Company Representations
Company further represents that:
a. To its Knowledge, all material facts and documents provided to Consultant are complete and accurate; and
b. Company has disclosed all known Releases or Notice of Violations relating to the Facility.

4.3 Consultant Representations
Consultant represents that it possesses all required licenses, certifications, and professional qualifications necessary to perform the Services.

4.4 Survival
The representations and warranties in this Section survive for [12] months following delivery of the final Report.

V. COVENANTS & RESTRICTIONS

5.1 Compliance & Cooperation
Company shall maintain the Facility in compliance with Applicable Environmental Laws and implement the corrective actions identified in Exhibit C within the timelines therein.

5.2 Monitoring & Reporting
a. Company shall maintain all environmental records for not less than five (5) years and provide Consultant copies upon request.
b. Consultant may, upon reasonable notice, conduct follow-up inspections to verify corrective actions.

5.3 Notice & Cure
Company shall notify Consultant and IEPA in writing within five (5) business days of discovery of any Release or violation not identified in this Report and commence cure within ten (10) business days thereafter.

VI. DEFAULT & REMEDIES

6.1 Events of Default
a. Failure to pay any undisputed amount within fifteen (15) days after written notice of non-payment.
b. Material breach of Sections 3.1 b, 5.1, or 5.3.
c. Insolvency or bankruptcy of either Party.

6.2 Cure Period
Except for payment defaults, the defaulting Party shall have fifteen (15) days from receipt of written notice to cure.

6.3 Remedies
a. Suspension of Services;
b. Specific performance or injunctive relief (without bond to the extent permitted by law);
c. Recovery of reasonable attorneys’ fees and costs; and
d. Any other remedy available at law or in equity.

VII. RISK ALLOCATION

7.1 Indemnification (Environmental Liability)
a. Company shall indemnify, defend, and hold harmless Consultant and its affiliates from and against any and all third-party claims, liabilities, penalties, and reasonable costs (including cleanup costs and attorneys’ fees) arising out of:
i. Releases or violations at the Facility, except to the extent caused by Consultant’s gross negligence or willful misconduct; or
ii. Company’s breach of this Report.

b. Consultant shall indemnify Company for claims arising solely out of Consultant’s gross negligence or willful misconduct.

7.2 Limitation of Liability (Cleanup Costs Cap)
Except for (i) liability arising from gross negligence or willful misconduct, or (ii) indemnification obligations under Section 7.1, each Party’s aggregate liability under this Report shall not exceed the actual, documented cleanup costs incurred in accordance with Applicable Environmental Laws, not to exceed [DOLLAR CAP].

7.3 Insurance
Each Party shall maintain insurance with limits not less than [LIMITS], naming the other Party as additional insured where commercially reasonable.

7.4 Force Majeure
Neither Party shall be liable for delay or failure in performance due to acts of God, war, terrorism, pandemic, governmental action, or other causes beyond its reasonable control, provided the affected Party gives notice within five (5) business days and resumes performance promptly thereafter.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Report shall be governed by and construed in accordance with federal environmental law and the laws of the State of Illinois, without regard to conflict-of-laws principles.

8.2 Forum Selection
Exclusive jurisdiction for injunctive or other equitable relief shall lie in the Illinois Pollution Control Board or any state or federal court of competent environmental jurisdiction sitting in Cook County, Illinois.

8.3 Limited Arbitration
a. Monetary disputes not exceeding [US $250,000] (exclusive of interest and attorneys’ fees) shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
b. The arbitrator shall have no authority to award punitive damages.
c. Either Party may seek injunctive relief from a court of competent jurisdiction to prevent irreparable environmental harm.

8.4 Jury Waiver
[OPTIONAL – INSERT IF DESIRED: EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS REPORT.]

8.5 Preservation of Injunctive Relief
Nothing in this Section shall limit either Party’s right to seek immediate injunctive or equitable relief for actual or threatened environmental harm.

IX. GENERAL PROVISIONS

9.1 Amendment & Waiver
No amendment or waiver of any provision of this Report is effective unless in writing and signed by the 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 duties without prior written consent of the other Party, except to a successor-in-interest by merger or acquisition that assumes all obligations herein.

9.3 Successors & Assigns
This Report binds and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability
If any provision is held invalid, the remainder shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to reflect the Parties’ intent and remain enforceable.

9.5 Entire Agreement
This Report, including all Exhibits and Schedules, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings.

9.6 Counterparts & Electronic Signatures
This Report may be executed in counterparts (including PDF or electronic signatures), each of which is deemed an original, and all of which together constitute one instrument.

X. EXECUTION BLOCK

[// GUIDANCE: Insert notarization or witness blocks here if required by the engagement or local practice.]

EXHIBIT A

Site Description
• Facility Address: [ADDRESS]
• Parcel Identification Numbers: [PINs]
• Current Operations: [MANUFACTURING / WAREHOUSING / ETC.]

EXHIBIT B

Applicable Environmental Permits
| Permit Type | Issuing Agency | Permit No. | Expiration | Status |
|-------------|---------------|------------|------------|--------|
| NPDES | IEPA | [_] | [_] | Active |

EXHIBIT C

Compliance Assessment Findings & Recommendations
Section 1 – Summary of Findings
Section 2 – Detailed Observations
Section 3 – Corrective Action Plan (CAP)

EXHIBIT D

Disclosure Schedules
[Attach if representations require scheduled exceptions.]

EXHIBIT E

Certification Statement
“I, [AUTHORIZED REPRESENTATIVE], hereby certify, under penalty of law, that I have personally examined and am familiar with the information contained in this Report and its attachments and that, based on my inquiry of those individuals immediately responsible for obtaining the information, I believe the submitted information is true, accurate, and complete.”

Date: ___
Signature: _____

[// GUIDANCE: Prior to issuance, confirm (i) statutory citations remain current; (ii) all cross-references are correct; and (iii) exhibits accurately reflect site-specific data and legal requirements.]