ENVIRONMENTAL COMPLIANCE ASSESSMENT REPORT

(New Jersey – Federal & State Environmental Law)

[// GUIDANCE: This template is intended for use by environmental counsel and consultants preparing a comprehensive compliance assessment for a New Jersey facility. Bracketed terms must be customized before issuance. All statutory citations have been limited to well-established, core frameworks per the Citation Policy.]

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

I. DOCUMENT HEADER

1.1 Title
 Environmental Compliance Assessment Report (the “Report”)

1.2 Parties
 Prepared By: [Consultant Legal Name], a [State] [Entity Type] (“Consultant”)
 For: [Company Legal Name], a [State] [Entity Type] (“Company”)
 Facility: [Facility Name & Address] (the “Facility”)

1.3 Recitals
A. Consultant has been engaged by Company to perform an environmental compliance assessment of the Facility.
B. The assessment is intended to evaluate compliance with all applicable federal and New Jersey environmental statutes, regulations, permits, and remediation standards.
C. The parties desire to formalize the findings, recommendations, and related obligations in this Report, effective as of [Effective Date] (the “Effective Date”).

1.4 Governing Jurisdiction
 State of New Jersey; supplemental applicability of federal environmental statutes and regulations.

II. DEFINITIONS

For purposes of this Report, capitalized terms shall have the meanings set forth below. Undefined capitalized terms shall have the meanings given under Applicable Environmental Laws.

“Applicable Environmental Laws” means collectively (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 New Jersey Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq.; (v) the New Jersey Site Remediation Program rules, N.J.A.C. 7:26E; (vi) the New Jersey Pollutant Discharge Elimination System rules, N.J.A.C. 7:14A; (vii) the New Jersey Soil Remediation Standards, N.J.A.C. 7:26D; and (viii) all implementing regulations, permits, approvals, consents, administrative orders, and judicial decrees issued pursuant to any of the foregoing, each as amended.

“Cleanup Costs” means all reasonable, direct costs incurred to investigate, remediate, remove, treat, or otherwise address a Release in accordance with Applicable Environmental Laws and NJDEP-approved remediation standards.

“Environmental Court” means any court of competent jurisdiction in the State of New Jersey assigned or designated to hear environmental matters, including the New Jersey Superior Court, Law Division, Environmental Part.

“Indemnified Party” and “Indemnifying Party” have the meanings assigned in Section VII.

“Limited Arbitration” has the meaning assigned in Section VIII.

“Release” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, or disposing of a Hazardous Substance into the environment.

[// GUIDANCE: Add additional defined terms (e.g., “Hazardous Substance”, “NJDEP”) as required by the specific project.]

III. OPERATIVE PROVISIONS

3.1 Scope of Assessment
(a) Record Review. Consultant reviewed permits, monitoring data, and prior investigative reports identified on Schedule 1.
(b) Site Inspection. Consultant conducted a physical inspection of the Facility on [Inspection Date].
(c) Sampling & Analysis. [Describe media sampled, methods, and laboratories used].
(d) Regulatory Interface. Consultant conferred with the New Jersey Department of Environmental Protection (“NJDEP”) on [Date(s)] regarding permitting status and remediation requirements.

3.2 Findings
[PLACEHOLDER – Insert concise narrative of compliance status, enumerated by topical area (e.g., air, water, waste, site remediation). Reference supporting data in Appendices A, B, C.]

3.3 Compliance Status Matrix
[PLACEHOLDER – Table cross-referencing each Applicable Environmental Law against Facility compliance status (“Compliant,” “Non-Compliant,” “Action Required”).]

3.4 Recommended Corrective Actions
(a) Priority 1 (Immediate): [Describe] – Deadline: [Date]
(b) Priority 2 (Near-Term): [Describe] – Deadline: [Date]
(c) Priority 3 (Long-Term): [Describe] – Deadline: [Date]

3.5 Conditions Precedent
Implementation of recommendations is conditioned on:
(i) Unimpeded site access to all areas of concern;
(ii) Timely provision of Company records requested by Consultant; and
(iii) Availability of funding approved by Company for recommended actions.

3.6 Consideration & Fees
Company shall pay Consultant [Fee Amount] within [30] days of invoice. Late payments bear interest at [X%] per month.

IV. REPRESENTATIONS & WARRANTIES

4.1 Consultant Representations
(a) Consultant holds all licenses and professional certifications required to perform the assessment.
(b) The Report has been prepared in accordance with generally accepted environmental consulting standards and Applicable Environmental Laws.

4.2 Company Representations
(a) Company has provided Consultant with all material information in its possession relating to environmental conditions at the Facility.
(b) Company has lawful right of entry and authority to grant Consultant access to the Facility.

4.3 Survival
All representations and warranties survive for a period of [24] months following the Effective Date.

V. COVENANTS & RESTRICTIONS

5.1 Affirmative Covenants of Company
(a) Implement each Recommended Corrective Action by the applicable deadline.
(b) Maintain all permits and regulatory authorizations in full force and effect.
(c) Provide Consultant and regulators with prompt written notice of any Release or Notice of Violation.

5.2 Negative Covenants of Company
Company shall not materially alter operations at the Facility in a manner that increases environmental risk without first conducting an environmental review consistent with this Report’s methodology.

5.3 Monitoring & Reporting
Consultant may, upon [10] business days’ notice, conduct follow-up inspections for twelve (12) months to verify implementation of corrective actions.

VI. DEFAULT & REMEDIES

6.1 Events of Default
(a) Failure to pay any undisputed amounts when due;
(b) Failure to implement a Priority 1 Corrective Action by the deadline;
(c) Material breach of any covenant herein, not cured within [30] days after written notice.

6.2 Notice & Cure
Defaults are subject to one written notice specifying default details. Cure periods begin upon receipt of notice.

6.3 Remedies
Upon an Event of Default, the non-defaulting party may:
(i) Suspend performance;
(ii) Seek specific performance or injunctive relief;
(iii) Recover actual damages, subject to Section VII; and
(iv) Recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Indemnification – Environmental Liability
(a) Company (the “Indemnifying Party”) shall indemnify, defend, and hold harmless Consultant, its affiliates, and their respective officers, directors, employees, and agents (each, an “Indemnified Party”) from and against any and all claims, liabilities, fines, penalties, Cleanup Costs, and reasonable attorneys’ fees arising out of or relating to:
 (i) Any Release at or from the Facility, except to the extent caused by Consultant’s gross negligence or willful misconduct;
 (ii) Company’s breach of its representations, warranties, or covenants herein; and
 (iii) Violations of Applicable Environmental Laws by Company.

(b) Consultant shall indemnify Company for third-party claims resulting solely from Consultant’s gross negligence or willful misconduct.

7.2 Limitation of Liability – Cleanup Costs Cap
Except for liabilities arising from gross negligence or willful misconduct, the aggregate liability of either party under this Report shall not exceed the Cleanup Costs directly attributable to implementation of the Recommended Corrective Actions.

7.3 Insurance
Each party shall maintain, at its own expense, (i) commercial general liability insurance with limits of at least [$2,000,000] per occurrence and (ii) contractors pollution liability (for Consultant) or pollution legal liability (for Company) with limits of at least [$5,000,000] per claim.

7.4 Force Majeure
Neither party shall be liable for failure to perform caused by acts of God, governmental orders, pandemics, or other events beyond its reasonable control, provided that the affected party gives prompt notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law
This Report and all disputes arising hereunder shall be governed by the federal and New Jersey environmental statutes and regulations comprising the Applicable Environmental Laws, without regard to conflict-of-laws principles.

8.2 Forum Selection
Exclusive venue shall lie in the Environmental Court located in [County], New Jersey.

8.3 Limited Arbitration
Disputes solely concerning the calculation of Cleanup Costs or allocation of shared costs shall be resolved by binding arbitration administered by [Arbitration Provider] under its expedited environmental procedures. The arbitral award shall be final and may be entered in any court of competent jurisdiction.

8.4 Jury Waiver
[OPTIONAL – Include if agreed] THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS REPORT.

8.5 Preservation of Injunctive Relief
Nothing herein limits either party’s right to seek preliminary or permanent injunctive relief in the Environmental Court to prevent or mitigate an imminent threat to human health or the environment.

IX. GENERAL PROVISIONS

9.1 Amendments & Waivers
No amendment or waiver is effective unless in a written instrument signed by both parties and expressly referencing this Section 9.1.

9.2 Assignment
Neither party may assign this Report without the prior written consent of the other, except to a successor by merger or acquisition of substantially all assets, provided the successor assumes all obligations herein.

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

9.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

9.5 Integration
This Report (including all Schedules and Appendices) constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous understandings.

9.6 Counterparts & Electronic Signatures
This Report may be executed in multiple counterparts, each deemed an original, and signatures delivered electronically shall be deemed original and binding.

X. 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: Add notarization or witness lines if required by internal policy or lender requirements.]

Schedule 1 – Documents Reviewed

[PLACEHOLDER – List permits, prior Phase I/II reports, agency correspondence, and operational records examined.]

Appendix A – Site Maps & Sampling Locations

Appendix B – Analytical Data Tables

Appendix C – Photolog

[// GUIDANCE: Tailor appendices to match actual data collected.]

END OF TEMPLATE