ENVIRONMENTAL COMPLIANCE ASSESSMENT REPORT

(Pennsylvania – Federal & State Environmental Law)

[// GUIDANCE: This template assumes an engagement between an Environmental Consultant (“Consultant”) and a Facility Owner/Operator (“Client”). Delete or adapt any contractual provisions that are unnecessary for a stand-alone assessment report.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Scope of Assessment
   3.2 Assessment Standards & Methodology
   3.3 Performance Schedule
   3.4 Fees & Payment
   3.5 Conditions Precedent
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 & Parties
This Environmental Compliance Assessment Report (the “Report”) is entered into by and between [LEGAL NAME OF CONSULTANT], a [State of Formation] [entity type] (“Consultant”), and [LEGAL NAME OF CLIENT], a [State of Formation] [entity type] (“Client,” and together with Consultant, the “Parties,” and each a “Party”).

1.2 Effective Date
Effective as of [DATE] (the “Effective Date”).

1.3 Facility & Jurisdiction
Assessment pertains to the real property, operations, and equipment located at [FACILITY ADDRESS], (the “Facility”) situated within the Commonwealth of Pennsylvania, and shall be governed by the federal and Pennsylvania environmental statutes and regulations identified herein (collectively, the “Applicable Environmental Law”).

1.4 Recitals
A. Client owns and/or operates the Facility and desires an independent evaluation of its environmental compliance status.
B. Consultant possesses expertise in conducting multi-media environmental assessments and preparing compliance reports.
C. The Parties wish to establish the terms under which Consultant will perform, and Client will receive, the Assessment (as defined below).

NOW, THEREFORE, 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 defined in the singular include the plural and vice-versa):

“Assessment” means the multi-media environmental compliance assessment services described in Section 3.1.

“Applicable Environmental Law” means, without limitation, (i) the federal Clean Air Act, 42 U.S.C. § 7401 et seq.; (ii) the federal Clean Water Act, 33 U.S.C. § 1251 et seq.; (iii) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; (iv) the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq.; (v) the Pennsylvania Clean Streams Law, 35 P.S. §§ 691.1 et seq.; (vi) the Pennsylvania Solid Waste Management Act, 35 P.S. §§ 6018.101 et seq.; (vii) the Pennsylvania Storage Tank and Spill Prevention Act, 35 P.S. §§ 6021.101 et seq.; and (viii) any regulations, permits, or consent orders issued thereunder, in each case as they may be amended from time to time.

“Cleanup Costs” means reasonable and necessary costs incurred to investigate, remediate, remove, or otherwise abate contamination in accordance with Applicable Environmental Law.

“Deliverables” means the draft and final versions of this Report, all appendices, data compilations, and any supplemental memoranda required under Section 3.6.

“Environmental Court” means the court of competent jurisdiction designated under Pennsylvania law to hear matters arising under Applicable Environmental Law, presently the Environmental Hearing Board or any successor tribunal.

“Limited Arbitration” has the meaning provided in Section 8.3.

“PADEP” means the Pennsylvania Department of Environmental Protection or any successor agency.

[// GUIDANCE: Add additional defined terms as needed for project-specific issues (e.g., “Title V Permit,” “NPDES Permit,” “Act 2 Standards”).]

3. OPERATIVE PROVISIONS

3.1 Scope of Assessment

(a) Consultant shall evaluate Client’s compliance, as of the Effective Date, with Applicable Environmental Law covering at minimum:
 (i) Air emissions, including permit applicability (e.g., Title V, synthetic minor);
 (ii) Water discharges, including National Pollutant Discharge Elimination System (“NPDES”) and stormwater;
 (iii) Hazardous and non-hazardous waste generation, storage, and disposal under RCRA and Pennsylvania residual waste regulations;
 (iv) Spill prevention and emergency response preparedness;
 (v) Storage tanks (above-ground and underground);
 (vi) Community-Right-to-Know reporting (EPCRA Tier II, TRI);
 (vii) Remediation obligations under Pennsylvania Act 2 standards, if contamination is identified; and
 (viii) Any site-specific permits, consent orders, or variances issued by federal, state, or local authorities.

(b) Consultant’s Assessment shall include: document review, Facility inspection, personnel interviews, and sampling/analytical testing as agreed in writing.

3.2 Assessment Standards & Methodology

(a) Consultant shall perform all services in accordance with:
 (i) ASTM Standard Practice for Environmental Site Assessments [ASTM E1527-21 or current] where applicable;
 (ii) PADEP technical guidance documents, including the Land Recycling Program (“Act 2”) TGM; and
 (iii) Generally accepted environmental consulting practices.

(b) Consultant shall apply the more stringent of federal or Pennsylvania standards where a conflict exists, unless otherwise required by law.

3.3 Performance Schedule

(a) Consultant shall commence the Assessment within [•] business days of the Effective Date and shall deliver a draft Report to Client within [•] days thereafter.
(b) Client shall provide comments within [•] days of receipt; Consultant shall deliver the final Report within [•] days following receipt of Client’s comments.

3.4 Fees & Payment

(a) Fixed Fee: $[AMOUNT] inclusive of reasonable out-of-pocket expenses; or
(b) Time & Materials: hourly rates per Exhibit A with an estimated not-to-exceed amount of $[AMOUNT].
(c) Payment Terms: Net [30] days from invoice date; late payments accrue interest at [1.0] % per month.

3.5 Conditions Precedent

Consultant’s obligations are conditioned on:
(a) Timely access to the Facility, records, permits, and personnel;
(b) Client’s written authorization for sampling, if required;
(c) Client maintaining insurance per Section 7.3.

3.6 Deliverables

Consultant shall provide:
(a) One electronic (PDF) and one hard-copy of the final Report;
(b) A compliance matrix itemizing deficiencies, recommended corrective actions, and regulatory deadlines;
(c) Sampling data in PADEP-acceptable electronic format;
(d) A draft Notice of Violation (“NOV”) response template for any high-risk findings, if applicable.

4. 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 state of formation;
(b) It has full power and authority to enter into and perform under this Report;
(c) The execution of this Report does not violate any other agreement to which it is a party.

4.2 Consultant’s Representations

Consultant further represents that:
(a) It holds all professional licenses and certifications required to perform the Assessment;
(b) The Assessment will be performed in a manner consistent with the standard of care ordinarily exercised by environmental professionals performing similar services.

4.3 Client’s Representations

Client further represents that:
(a) All documents and information provided to Consultant will be, to Client’s knowledge, accurate and complete;
(b) Client has disclosed all known spills, releases, enforcement actions, and third-party claims relating to the Facility.

4.4 Survival

The representations and warranties in this Section 4 shall survive for [two (2) years] following delivery of the final Report.

5. COVENANTS & RESTRICTIONS

5.1 Access & Cooperation

Client shall grant Consultant reasonable access to the Facility and relevant personnel during normal business hours, subject to safety requirements.

5.2 Confidentiality

(a) Each Party shall maintain in confidence all non-public information received from the other Party.
(b) Disclosure is permitted only as required by law, court order, or with prior written consent.

5.3 Compliance Obligations & Corrective Action

(a) Client shall implement corrective actions recommended in the Report within the timeframes specified therein or as required by Applicable Environmental Law.
(b) Consultant shall be available, at additional cost, to assist with permitting or remediation follow-up.

5.4 Notice & Cure

Each Party shall notify the other of any material breach of this Report within [10] days of discovery and provide a [30]-day cure period before exercising remedies, except in case of imminent risk to health, safety, or the environment.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Material breach of any obligation herein not cured within the applicable cure period;
(b) Failure to make payment when due;
(c) Willful misconduct or gross negligence in performing the Assessment.

6.2 Remedies

(a) Consultant may suspend work pending cure of Client default and charge demobilization/remobilization costs.
(b) Client’s Exclusive Remedy for Consultant default is, at Consultant’s election, (i) reperformance of deficient services, or (ii) refund of the portion of fees paid for the deficient services.
(c) Either Party may seek equitable relief (including specific performance or environmental injunctive relief) in addition to any other remedy.

6.3 Attorneys’ Fees

The prevailing Party in any enforcement action shall be entitled to recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification – Environmental Liability

(a) Client shall indemnify, defend, and hold harmless Consultant and its affiliates, and their respective officers, directors, employees, and agents (“Consultant Indemnitees”) from and against any and all losses, claims, damages, liabilities, penalties, fines, and Cleanup Costs arising out of or relating to:
 (i) Pre-existing contamination or environmental conditions at the Facility, except to the extent caused by Consultant’s negligence or willful misconduct;
 (ii) Client’s violation of Applicable Environmental Law.

(b) Consultant shall indemnify, defend, and hold harmless Client and its affiliates (“Client Indemnitees”) from and against any and all losses arising out of Consultant’s gross negligence or willful misconduct in performing the Assessment.

7.2 Limitation of Liability – Cleanup Costs Cap

EXCEPT FOR (i) LIABILITY ARISING UNDER SECTION 7.1, (ii) FRAUD, OR (iii) WILLFUL MISCONDUCT, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS REPORT SHALL NOT EXCEED THE TOTAL CLEANUP COSTS ACTUALLY INCURRED BY SUCH PARTY AND ATTRIBUTABLE TO THE BREACH. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

7.3 Insurance

Each Party shall maintain, at its own expense, insurance policies of the types and minimum limits set forth below:
(a) Commercial General Liability: $[1,000,000] per occurrence;
(b) Pollution Legal Liability (Consultant only): $[2,000,000] per claim;
(c) Workers’ Compensation as required by Applicable Law.

7.4 Force Majeure

Neither Party shall be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, fire, flood, epidemics, or governmental actions, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Report, and all claims arising hereunder, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and, where applicable, federal law, without regard to conflicts-of-law principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties consent to exclusive jurisdiction in the Environmental Court for any action arising under or relating to this Report.

8.3 Limited Arbitration

Any dispute solely concerning invoiced fees of $[250,000] or less shall be submitted to binding arbitration administered by the [American Arbitration Association] under its Commercial Arbitration Rules. The arbitration shall take place in [Harrisburg, Pennsylvania], and the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS REPORT.

8.5 Injunctive Relief

Nothing in this Section 8 shall limit either Party’s right to seek emergency or injunctive relief (including environmental remediation orders) in any court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendments and 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 under this Report without the prior written consent of the other Party, except that Consultant may assign to an affiliate with comparable qualifications upon written notice to Client.

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

9.4 Severability. If any provision of this Report is held invalid or unenforceable, the remainder shall remain in full force, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that most closely approximates the intent and economic effect.

9.5 Integration. This Report constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

9.6 Counterparts; Electronic Signatures. This Report may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by facsimile, PDF, or other electronic means shall be deemed original signatures.

10. EXECUTION BLOCK

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

[OPTIONAL NOTARY ACKNOWLEDGMENT]
Commonwealth/State of __ )
County of ____ )

On this ___ day of _, 20_, before me, a Notary Public in and for said county and state, personally appeared ________, known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same for the purposes therein contained.

Witness my hand and official seal.

Notary Public
My Commission Expires: _____

[// GUIDANCE: Attach exhibits such as Fee Schedule, Site Plan, Sampling Protocol, or Disclosure Schedules as necessary.]