ENVIRONMENTAL COMPLIANCE ASSESSMENT REPORT

(State of Texas)

[// GUIDANCE: This template is intended for use when a facility owner/operator (the “Client”) engages an environmental consultant (the “Consultant”) to prepare a comprehensive Environmental Compliance Assessment Report (“Report”) addressing federal and Texas‐specific environmental requirements. Customize all bracketed placeholders before execution.]

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

[// GUIDANCE: Update page numbers as needed once finalized.]

1. DOCUMENT HEADER

1.1 Title. Environmental Compliance Assessment Report and Agreement (“Agreement”).
1.2 Parties. This Agreement is entered into by and between [CLIENT LEGAL NAME], a [State of Organization] [Entity Type] (“Client”), and [CONSULTANT LEGAL NAME], a [State of Organization] [Entity Type] (“Consultant,” and together with Client, the “Parties,” and each a “Party”).
1.3 Effective Date. [EFFECTIVE DATE] (“Effective Date”).
1.4 Governing Law & Jurisdiction. Federal and Texas environmental law, as more fully provided in Section 8.1.
1.5 Consideration. Mutual covenants and agreements herein.
1.6 Recitals.
A. Client operates or intends to operate the Facility described in Exhibit A (the “Facility”) located at [ADDRESS] in the State of Texas.
B. Consultant possesses expertise in evaluating compliance with Applicable Environmental Laws (as defined below).
C. Client desires that Consultant perform an environmental compliance assessment and produce the Report subject to the terms and conditions of this Agreement.
D. The Parties therefore agree as follows:

2. DEFINITIONS

For ease of reference, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“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 Clean Air Act, 42 U.S.C. §§ 7401 et seq.;
(v) all regulations, orders, permits, licenses, and authorizations issued thereunder; and
(vi) all corollary Texas statutes, rules, regulations, guidance documents, and permit conditions administered by the Texas Commission on Environmental Quality (“TCEQ”), including without limitation remediation standards under 30 Tex. Admin. Code and any applicable provisions of the Texas Water Code and Texas Health & Safety Code, each as may be amended from time to time.

“Assessment Services” has the meaning given in Section 3.1.

“Confidential Information” means any proprietary or non-public information disclosed by a Party in connection with this Agreement.

“Environmental Court” means the court of competent jurisdiction designated in Section 8.2.

“Liability Cap” has the meaning given in Section 7.3.

“Permitting Requirements” means any federal or state permits, licenses, registrations, notifications, or certifications required for the Facility under Applicable Environmental Laws.

“Remediation Standards” means cleanup standards and risk-based corrective action requirements established under Applicable Environmental Laws for soil, groundwater, surface water, air, and other media.

“Report” means Consultant’s final written Environmental Compliance Assessment Report delivered under Section 3.2, together with all appendices, exhibits, sampling data, and certifications.

3. OPERATIVE PROVISIONS

3.1 Scope of Services.
a. Consultant shall perform a comprehensive environmental compliance assessment of the Facility (collectively, the “Assessment Services”), which shall include:
i. Document review of existing permits, prior audits, spill reports, enforcement actions, and related correspondence;
ii. On-site inspection of Facility operations, equipment, and records;
iii. Interviews with relevant Facility personnel;
iv. Sampling and laboratory analysis as reasonably necessary to evaluate compliance status; and
v. Preparation of the Report in accordance with Section 3.2.

3.2 Deliverables & Deadlines.
a. Draft Report. Consultant shall deliver a draft Report to Client within [XX] calendar days following the Effective Date.
b. Final Report. Consultant shall provide a final Report, addressing Client comments, within [YY] calendar days after receiving Client’s written feedback.
c. Certifications. The Report shall include Consultant’s professional certification that, to the best of Consultant’s knowledge, the Assessment Services were performed in accordance with generally accepted industry standards and Applicable Environmental Laws.

3.3 Payment Terms.
a. Fee Schedule. Client shall pay Consultant [FIXED FEE] or, if hourly, the rates set forth in Exhibit B.
b. Invoices. Consultant shall invoice monthly in arrears; payment is due within [30] days of invoice date.
c. Late Payment. Late amounts accrue simple interest at [1.0]% per month or the maximum rate permitted by law, whichever is lower.
d. Taxes. Client is responsible for all applicable sales, use, or similar taxes, excluding Consultant’s income taxes.

3.4 Conditions Precedent. Consultant’s obligations are conditioned upon (i) timely access to the Facility and records, (ii) receipt of any required access consents, and (iii) Client’s advance payment of any agreed retainer.

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 jurisdiction of formation;
b. It has full power and authority to enter into and perform this Agreement; and
c. This Agreement constitutes its legal, valid, and binding obligation enforceable against it in accordance with its terms.

4.2 Consultant Representations. Consultant further represents that:
a. Consultant and its personnel hold, and throughout the Term will maintain, all professional licenses and certifications required to perform the Assessment Services;
b. Consultant will perform the Assessment Services in a professional and workmanlike manner consistent with generally accepted environmental consulting standards; and
c. Consultant has no knowledge of any conflict of interest that would impair its ability to perform the Assessment Services objectively.

4.3 Survival. The representations and warranties in Sections 4.1–4.2 survive for a period of [12] months following delivery of the final Report.

5. COVENANTS & RESTRICTIONS

5.1 Compliance Cooperation. Client shall provide Consultant reasonable access to the Facility, records, personnel, and sampling locations necessary for Consultant to perform the Assessment Services.

5.2 Regulatory Notifications. Consultant shall promptly notify Client in writing of any actual or potential violations of Applicable Environmental Laws identified in the course of performing the Assessment Services. Client retains sole responsibility for all required notifications to governmental authorities unless otherwise agreed in writing.

5.3 Corrective Action. Except as expressly set forth in a separately negotiated work order, Consultant shall have no obligation to design, implement, or oversee any corrective action or remediation.

5.4 Confidentiality. Each Party shall maintain the confidentiality of Confidential Information and use it solely for purposes of performing or receiving services under this Agreement.

6. DEFAULT & REMEDIES

6.1 Events of Default. The occurrence of any of the following constitutes an “Event of Default” by the indicated Party:
a. Failure by Client to pay any undisputed amount within [15] days after written notice of non-payment;
b. Material breach by either Party of any non-payment obligation that remains uncured for [30] days after written notice;
c. A Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

6.2 Cure Period. The non-defaulting Party shall provide written notice specifying the Event of Default and allow the defaulting Party the applicable cure period above.

6.3 Remedies.
a. Suspension. Consultant may suspend work upon an uncured Client payment default.
b. Termination. Either Party may terminate this Agreement upon an uncured Event of Default.
c. Collection. Consultant may pursue collection of unpaid fees, costs, and interest.
d. Specific Performance & Injunctive Relief. Each Party acknowledges that breaches involving Confidential Information or environmental obligations may cause irreparable harm; therefore, injunctive relief is an available remedy without the requirement to post a bond, consistent with Section 8.4.
e. Attorneys’ Fees. The prevailing Party is entitled to recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

7. RISK ALLOCATION

7.1 Indemnification by Consultant. Subject to Section 7.3, Consultant shall indemnify, defend, and hold harmless Client and its Affiliates from and against any third-party claims, liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of (i) Consultant’s gross negligence or willful misconduct, or (ii) personal injury or property damage caused by Consultant in performing the Assessment Services.

7.2 Indemnification by Client (Environmental Liability). Subject to Section 7.3, Client shall indemnify, defend, and hold harmless Consultant and its Affiliates from and against any claims, liabilities, damages, and costs (including reasonable attorneys’ fees) arising from (i) pre-existing environmental contamination at or migrating from the Facility, (ii) Client’s violation of Applicable Environmental Laws, or (iii) Client’s failure to timely implement corrective actions identified in the Report.

7.3 Liability Cap. Except for (a) each Party’s indemnification obligations under Sections 7.1–7.2, and (b) liability arising from a Party’s gross negligence, willful misconduct, or fraud, each Party’s total aggregate liability under this Agreement is capped at the lesser of (i) the total fees paid to Consultant under this Agreement or (ii) the actual direct cleanup costs required to achieve compliance with Applicable Environmental Laws (“Liability Cap”).

7.4 Insurance. Consultant shall maintain, at its own expense, (i) commercial general liability insurance with limits not less than [\$1,000,000] per occurrence, (ii) professional liability/errors & omissions insurance with limits not less than [\$2,000,000] per claim, and (iii) workers’ compensation as required by law. Certificates of insurance shall be provided to Client upon request.

7.5 Force Majeure. Neither Party is liable for failure to perform caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, epidemics, or governmental actions, provided that the affected Party (i) gives prompt written notice, (ii) uses commercially reasonable efforts to mitigate, and (iii) resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement is governed by the substantive laws of the United States and the State of Texas, without regard to conflict-of-laws principles.

8.2 Forum Selection. Exclusive venue for any judicial proceeding arising out of or relating to this Agreement shall lie in the [Designated Environmental Trial Court/District Court of Travis County, Texas] (the “Environmental Court”).

8.3 Limited Arbitration. Except for (i) collection of unpaid fees, (ii) requests for injunctive relief, and (iii) disputes involving governmental enforcement actions, any dispute arising under Sections 3–7 that (a) has been escalated to senior management and (b) remains unresolved for [45] days shall be submitted to binding arbitration in [Austin, Texas] under the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator experienced in environmental matters.

8.4 Preservation of Injunctive Relief. Nothing in this Agreement limits either Party’s right to seek temporary or permanent injunctive relief or other equitable remedies in the Environmental Court to prevent imminent or continuing harm to human health, safety, or the environment.

8.5 Jury Trial Waiver. [OPTIONAL] EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of or relating to this Agreement. [// GUIDANCE: Delete if Client declines jury waiver.]

9. GENERAL PROVISIONS

9.1 Amendments. No amendment or modification of this Agreement is effective unless in a writing signed by both Parties and expressly stating that it amends this Agreement.

9.2 Waiver. A Party’s waiver of any breach must be in writing and does not waive any other breach.

9.3 Assignment. Neither Party may assign or delegate this Agreement without the prior written consent of the other Party, except that Consultant may assign to an Affiliate or successor by merger or sale of substantially all assets upon notice to Client.

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

9.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable.

9.6 Integration. This Agreement (including all Exhibits) constitutes the entire understanding of the Parties and supersedes all prior agreements and understandings relating to the subject matter.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or approved e-signature platform) are deemed original and binding.

10. EXECUTION BLOCK

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

[Optional Notary Acknowledgment – Texas]
State of Texas §
County of [__] §

On this ___ day of _, 20_, before me, the undersigned authority, personally appeared __, proved to me on the basis of satisfactory evidence 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.

Notary Public, State of Texas
My Commission Expires: ______

EXHIBIT A

Facility Description, Location Map, and Site Plan

EXHIBIT B

Fee Schedule and Reimbursable Expenses

EXHIBIT C

Form of Consultant Certification

[// GUIDANCE: Add additional exhibits as necessary, such as sampling protocols, chain-of-custody forms, or confidential disclosure agreements.]