ENVIRONMENTAL COMPLIANCE REPORT

(Commonwealth of Massachusetts)

[// GUIDANCE: This template is intentionally broad so it can be adapted for (i) internal corporate reporting, (ii) third-party consultant engagements, or (iii) transaction-driven environmental due-diligence. Delete inapplicable provisions and tailor defined terms, schedules, and citations to the specific engagement.]

TABLE OF CONTENTS

1. DOCUMENT HEADER
2. DEFINITIONS
3. OPERATIVE PROVISIONS
   3.1 Scope of Assessment
   3.2 Standards of Performance
   3.3 Access; Cooperation
   3.4 Deliverables
   3.5 Consideration & Payment Terms
   3.6 Permitting & Regulatory Interface
4. REPRESENTATIONS & WARRANTIES
5. COVENANTS & RESTRICTIONS
6. DEFAULT & REMEDIES
7. RISK ALLOCATION
8. DISPUTE RESOLUTION
9. GENERAL PROVISIONS
10. EXECUTION BLOCK
11. APPENDICES & SCHEDULES

1. DOCUMENT HEADER

Environmental Compliance Report (the “Report”)
Prepared By: [PREPARER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] (“Preparer”)
Prepared For: [RECIPIENT LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] (“Recipient”)
Effective Date: [EFFECTIVE DATE]
Site: [STREET ADDRESS, CITY/TOWN, COUNTY, MA] (the “Site”)
Governing Law: Applicable federal and Massachusetts environmental law, as set forth in Section 8.1.

Recitals

A. Recipient desires an independent evaluation of the Site’s compliance with Applicable Environmental Laws (as defined below).
B. Preparer possesses the requisite expertise, licenses, and resources to conduct such evaluation and issue this Report.
C. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

2. DEFINITIONS

For purposes of this Report, the following terms have the meanings set forth below. Terms capitalized but not defined herein shall have the meanings assigned elsewhere in the Report.

“Applicable Environmental Laws” means, collectively and without limitation:
• Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 – 9675;
• Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 – 6992k;
• Clean Water Act, 33 U.S.C. §§ 1251 – 1388;
• Clean Air Act, 42 U.S.C. §§ 7401 – 7671q;
• Massachusetts Oil and Hazardous Material Release Prevention and Response Act, Mass. Gen. Laws ch. 21E;
• Massachusetts Contingency Plan, 310 Mass. Code Regs. 40.0000 et seq.;
• All other federal, state, county, and local statutes, regulations, ordinances, and common-law doctrines relating to pollution, conservation, natural-resource protection, or hazardous materials.

“Assessment” means the activities described in Section 3.1, including inspections, sampling, interviews, document review, and analysis.

“Cleanup Costs” means all reasonable costs of investigation, removal, remediation, response, monitoring, and mitigation required under Applicable Environmental Laws.

“Environmental Court” means the [DESIGNATED STATE OR FEDERAL ENVIRONMENTAL TRIBUNAL] located within the Commonwealth of Massachusetts.

“Massachusetts Environmental Regulations” means all regulations promulgated pursuant to Mass. Gen. Laws chs. 21, 21A, 21E, 91, 111, 131, and 152, and 310 CMR, 314 CMR, 322 CMR, and 333 CMR, as amended.

[ADD ADDITIONAL DEFINED TERMS AS NEEDED]

3. OPERATIVE PROVISIONS

3.1 Scope of Assessment

(a) Preparer shall perform an environmental compliance assessment of the Site in conformity with:
(i) ASTM E2107-15 (or current) Phase II standards;
(ii) Massachusetts Contingency Plan requirements for Level 1 site reviews; and
(iii) any additional scope items listed in Appendix B.
(b) The Assessment shall address permitting status, operational compliance, release-reporting obligations, and remediation status.

3.2 Standards of Performance

Preparer shall perform all services (i) in accordance with professional engineering and environmental consulting standards prevailing in Massachusetts, and (ii) in material compliance with Applicable Environmental Laws.

3.3 Access; Cooperation

Recipient shall provide or cause Site access, documentation, and personnel cooperation reasonably requested by Preparer.

3.4 Deliverables

(a) Preparer shall deliver to Recipient:
(1) A written report including executive summary, findings, regulatory checklist (Appendix C), and recommendations;
(2) Laboratory data packages, chain-of-custody forms, and field logs; and
(3) A compliance action plan (if required).
(b) Delivery deadlines: [INSERT DATES].

3.5 Consideration & Payment Terms

(a) Fee: $[AMOUNT] plus out-of-pocket expenses at cost.
(b) Invoices due net 30 days; overdue amounts accrue interest at [RATE]%.
(c) Non-payment beyond 60 days constitutes a Recipient Event of Default under Section 6.1(a).

3.6 Permitting & Regulatory Interface

Preparer shall, at Recipient’s written direction, interface with the Massachusetts Department of Environmental Protection (“MassDEP”) solely to obtain records and clarify regulatory interpretations. Preparer shall not file permits or regulatory reports unless expressly authorized in writing.

4. REPRESENTATIONS & WARRANTIES

4.1 By Preparer

(a) Proper Organization and Authority;
(b) Licenses and Certifications: Preparer’s personnel conducting the Assessment hold current Massachusetts Licensed Site Professional (“LSP”) credentials where required;
(c) No Conflict: Execution and performance of this Report do not violate any contractual or legal obligation of Preparer;
(d) Workmanlike Manner: The Assessment and Report will be materially free of defects for a period of one (1) year following delivery.

4.2 By Recipient

(a) Information Accuracy: All information provided is, to Recipient’s Knowledge, true, complete, and accurate in all material respects;
(b) Site Control: Recipient has legal right to grant Site access;
(c) Compliance: Recipient is in material compliance with all Applicable Environmental Laws except as disclosed to Preparer in writing.

4.3 Survival & Materiality

All representations and warranties survive delivery of the Report for two (2) years, except Sections 4.1(b) and 4.1(d), which survive for the applicable statute-of-limitations period.

5. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants

Recipient shall:
(a) Implement reasonable measures to address material non-compliance identified in the Report within [90] days;
(b) Maintain required environmental permits in good standing;
(c) Provide Preparer with written notice of any Release, Notice of Responsibility, or Third-Party Claim relating to the Site within ten (10) days of receipt.

5.2 Negative Covenants

Recipient shall not materially alter Site operations, waste streams, or process-related emissions from the Effective Date until delivery of the Report without prior written notice to Preparer.

5.3 Monitoring & Updates

Recipient may engage Preparer for periodic compliance audits under mutually agreeable terms to track remediation progress.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Payment Default: Failure to pay any undisputed amount within 60 days;
(b) Material Breach: Any other material breach not cured within 30 days after notice;
(c) Bankruptcy or Insolvency of either Party.

6.2 Notice & Cure

Defaulting Party must receive written notice specifying the default and shall have the applicable cure period above.

6.3 Remedies

(a) Suspension: Preparer may suspend work for Payment Default;
(b) Termination: Non-defaulting Party may terminate this Report upon uncured default;
(c) Specific Performance: Environmental obligations are unique; injunctive relief is available per Section 8.5;
(d) Damages: Subject to Section 7.2 liability caps.

6.4 Attorneys’ Fees

The prevailing Party in any dispute arising from this Report is entitled to reasonable attorneys’ fees, court costs, and expert witness fees.

7. RISK ALLOCATION

7.1 Indemnification (Environmental Liability)

(a) Recipient Indemnity: Recipient shall indemnify, defend, and hold harmless Preparer and its affiliates from and against any third-party Claims and Cleanup Costs arising from (i) pre-existing environmental conditions at the Site, or (ii) Recipient’s breach of this Report, except to the extent caused by Preparer’s gross negligence or willful misconduct.
(b) Preparer Indemnity: Preparer shall indemnify Recipient for Claims arising solely from Preparer’s gross negligence or willful misconduct in performing the Assessment.

7.2 Limitation of Liability

Except for (i) indemnification obligations under Section 7.1, (ii) Claims for personal injury or property damage caused by hazardous substances released by Preparer, and (iii) third-party intellectual-property infringement, each Party’s aggregate liability shall not exceed the Cleanup Costs directly attributable to that Party’s actionable conduct or $[CAP AMOUNT], whichever is lower.

7.3 Insurance

Each Party shall maintain (i) Commercial General Liability insurance with $[LIMIT] per occurrence and (ii) Pollution Legal Liability insurance with $[LIMIT] aggregate, naming the other Party as additional insured.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, such as acts of God, acts of government, epidemics, or supply-chain disruption, provided that the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Report is governed by and construed in accordance with Applicable Environmental Laws of the United States and the Commonwealth of Massachusetts, without regard to conflict-of-laws principles.

8.2 Forum Selection

All judicial proceedings shall be instituted exclusively in the Environmental Court located in [COUNTY], Massachusetts.

8.3 Limited Arbitration

Disputes involving monetary claims of less than $250,000 shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitrator shall possess demonstrable environmental law expertise. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver

To the fullest extent permitted by law, each Party waives trial by jury in any action or proceeding arising under or relating to this Report.

8.5 Injunctive Relief

Nothing herein limits either Party’s right to seek injunctive or equitable relief, including environmental remediation orders, from a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendments and Waivers: Must be in a written instrument executed by both Parties.
9.2 Assignment: Neither Party may assign this Report without prior written consent, except to a successor by merger or acquisition that assumes all obligations herein.
9.3 Successors and Assigns: This Report binds and benefits the Parties and their permitted successors and assigns.
9.4 Severability: Invalid provisions are severed and the balance remains enforceable.
9.5 Integration/Merger: This Report (including Appendices) constitutes the entire agreement and supersedes prior understandings regarding its subject matter.
9.6 Counterparts: This Report may be executed in counterparts, each deemed an original.
9.7 Electronic Signatures: Electronic signatures are deemed original for all purposes.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Environmental Compliance Report as of the Effective Date.

[Notary Block, if required under Recipient’s internal policies or financing requirements]

11. APPENDICES & SCHEDULES

• Appendix A – Site Description and Location Maps
• Appendix B – Detailed Scope of Work & Methodologies
• Appendix C – Massachusetts Regulatory Compliance Checklist
• Appendix D – Sampling and Analytical Data
• Appendix E – Permitting Matrix and Deadlines

[// GUIDANCE: Update appendices to reflect project-specific parameters. The Regulatory Compliance Checklist (Appendix C) should expressly cite MassDEP permit numbers, 401 Water Quality Certifications, air emission permit limitations under 310 CMR 7.00, and any Title V obligations.]

[// GUIDANCE: Prior to release, verify (1) all placeholders are completed; (2) cross-references are correct; (3) citations align with the latest published statutes and regulations; and (4) any client-specific risk allocations (caps, indemnities, survival periods) comport with current insurance coverage and transaction objectives.]