ENVIRONMENTAL COMPLIANCE ASSESSMENT REPORT

(Washington State)

TABLE OF CONTENTS

1. Document Header...............................................1
2. Definitions....................................................2
3. Operative Provisions...........................................4
4. Representations & Warranties...................................7
5. Covenants & Restrictions.......................................9
6. Default & Remedies............................................11
7. Risk Allocation...............................................13
8. Dispute Resolution............................................15
9. General Provisions............................................17
10. Execution Block..............................................19

1. DOCUMENT HEADER

1.1 Title and Parties Identification

This Environmental Compliance Assessment Report (the “Report”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [CLIENT LEGAL NAME], a [STATE OF INCORPORATION/ORGANIZATION] [ENTITY TYPE] (“Client”), and [CONSULTANT LEGAL NAME], a [STATE OF INCORPORATION/ORGANIZATION] [ENTITY TYPE] (“Consultant”, and together with Client, the “Parties”, and each, a “Party”).

1.2 Recitals

A. Client owns, leases, or operates the real property and facilities located at [SITE ADDRESS / LEGAL DESCRIPTION] in the State of Washington (the “Site”).
B. Client desires to obtain an independent assessment of the Site’s compliance with Applicable Environmental Law (as defined below).
C. Consultant is duly qualified, licensed, and experienced to perform environmental compliance assessments and agrees to provide such services pursuant to the terms and conditions set forth in this Report.
D. The Parties intend for this Report to (i) identify existing or potential environmental non-compliance, (ii) outline corrective action recommendations consistent with federal and Washington State environmental requirements, and (iii) allocate certain risks and responsibilities between the Parties.

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.3 Governing Jurisdiction

This Report is governed by (i) applicable federal environmental statutes, including but not limited to the Clean Water Act, 33 U.S.C. § 1251 et seq., and the Clean Air Act, 42 U.S.C. § 7401 et seq.; and (ii) the environmental statutes and regulations of the State of Washington, including the Washington State Environmental Policy Act (“SEPA”) and regulations promulgated by the Washington State Department of Ecology.

2. DEFINITIONS

For purposes of this Report, capitalized terms shall have the meanings set forth below. Any term used but not defined herein shall be construed in accordance with customary usage in the environmental consulting industry and Washington State law.

“Applicable Environmental Law” means all applicable federal, state, county, and local statutes, regulations, ordinances, permits, approvals, orders, consent decrees, and common-law duties related to protection of human health or the environment, including but not limited to (a) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (b) the Clean Air Act, 42 U.S.C. § 7401 et seq.; (c) the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”); (d) the Resource Conservation and Recovery Act (“RCRA”); (e) the Washington State Environmental Policy Act (“SEPA”); (f) applicable regulations of the Washington State Department of Ecology (“Ecology”); and (g) any state or federal guidance or policy that, while not having the force of law, is treated as binding by the enforcing agency.

“Cleanup Costs” means any and all reasonable, necessary, and documented costs and expenses incurred for investigation, remediation, removal, treatment, monitoring, or other corrective action required under Applicable Environmental Law with respect to Hazardous Substances at, on, under, or migrating from the Site.

“Environmental Court” means any court of competent jurisdiction in Washington State or the federal courts sitting in Washington that has jurisdiction over environmental matters.

“Environmental Permit” means any permit, license, certification, approval, variance, or other authorization required under Applicable Environmental Law for the ownership, occupation, or operation of the Site.

“Hazardous Substance” has the meaning assigned under CERCLA and includes any pollutant, contaminant, toxic substance, hazardous waste, hazardous chemical, petroleum or petroleum product, asbestos, polychlorinated biphenyls, or other material regulated as hazardous or toxic under Applicable Environmental Law.

“Limited Arbitration” means the binding arbitration mechanism set forth in Section 8.3, limited to monetary disputes not exceeding [ARBITRATION THRESHOLD AMOUNT].

“Remediation Standards” means the numerical and narrative cleanup levels established under Washington’s Model Toxics Control Act (“MTCA”) and implementing regulations, as amended from time to time.

[// GUIDANCE: Add additional defined terms that are material to the specific Site or transaction (e.g., “Confidential Information”, “Sampling Event”).]

3. OPERATIVE PROVISIONS

3.1 Scope of Services

a. Consultant shall perform a comprehensive environmental compliance assessment of the Site, which shall include:
i. Document review (permits, prior reports, notices of violation, spill records);
ii. Physical inspection of the Site, including visible emissions, effluent discharge points, and hazardous material storage areas;
iii. Interviews with Site personnel knowledgeable about environmental matters;
iv. Evaluation of the Site’s compliance with (1) federal statutes and regulations identified in Applicable Environmental Law, (2) Washington State environmental statutes and regulations, including SEPA, MTCA, and Ecology’s dangerous waste regulations, and (3) local ordinances;
v. Permitting review to confirm the existence, status, and adequacy of all Environmental Permits;
vi. Sampling and laboratory analysis [IF APPLICABLE];
vii. Preparation of a written report (the “Assessment Report”) summarizing findings, identifying non-compliance, ranking risks, and providing recommended corrective actions and preliminary cost estimates consistent with Remediation Standards.

b. Consultant shall comply with the ASTM E1527-21 standard practice for Phase I Environmental Site Assessments [IF PHASE I IS WITHIN SCOPE] and any required deviations shall be expressly noted in the Assessment Report.

3.2 Deliverables and Timeline

a. Draft Assessment Report: [NUMBER] business days following completion of the Site inspection.
b. Final Assessment Report: [NUMBER] business days after receipt of consolidated Client comments on the draft.
c. Progress Updates: Consultant shall provide bi-weekly email status updates.

3.3 Consideration and Payment Terms

a. Fixed Fee: Client shall pay Consultant a fixed professional fee of $[AMOUNT] plus actual, reasonable, and documented out-of-pocket expenses (“Expenses”), subject to the Limitation of Liability in Section 7.2.
b. Invoices: Consultant shall invoice monthly in arrears; payment due within [30] days of invoice date.
c. Late Payment: Interest accrues on undisputed overdue amounts at [1%] per month, not to exceed the maximum lawful rate.
d. Suspension of Services: Consultant may suspend performance after [10] days’ written notice if undisputed invoice(s) remain unpaid.

3.4 Conditions Precedent

Consultant’s obligations are conditioned upon (a) timely receipt of Site access, (b) Client’s delivery of all requested documents, and (c) absence of unsafe Site conditions that pose imminent harm to personnel.

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

4.2 Consultant Representations

Consultant further represents and warrants that:
a. Consultant and its personnel possess and will maintain all professional licenses and certifications necessary to perform the services;
b. Consultant will perform all services in a manner consistent with the degree of skill and care ordinarily exercised by nationally recognized environmental consultants providing similar services under similar circumstances;
c. Consultant’s execution and performance of this Report does not violate any agreement or obligation binding on Consultant.

4.3 Client Representations

Client further represents and warrants that:
a. Client has provided, and will continue to provide, complete and accurate information concerning the Site and its operations;
b. Client possesses all necessary rights to permit Consultant to access the Site and to conduct intrusive sampling (if applicable);
c. Client is not aware of any pending or threatened enforcement actions regarding environmental matters at the Site, except as disclosed in [DISCLOSURE SCHEDULE].

4.4 Survival

The representations and warranties set forth in Sections 4.2 and 4.3 shall survive for a period of [TWO (2)] years following the delivery of the Final Assessment Report.

5. COVENANTS & RESTRICTIONS

5.1 Client Covenants

a. Access: Client shall provide Consultant, its agents, and subcontractors with reasonable access to all areas of the Site and to all relevant personnel, records, and permits.
b. Permits and Notifications: Client shall obtain any temporary access permits or notifications required for Consultant’s activities.
c. Safety: Client shall identify Site hazards and ensure compliance with applicable health and safety regulations.

5.2 Consultant Covenants

a. Compliance: Consultant shall perform all services in compliance with Applicable Environmental Law.
b. Waste Management: Consultant shall properly manage all investigation-derived waste generated during the assessment.
c. Confidentiality: Consultant shall maintain the confidentiality of Client proprietary information, subject to disclosure requirements under Applicable Environmental Law.

5.3 Non-Interference Covenant

Neither Party shall interfere with or impede the other Party’s obligations under this Report, and each Party shall cooperate in good faith to facilitate timely completion of the services.

5.4 Notice and Cure

A Party alleging breach of any covenant shall provide written notice describing the breach in reasonable detail and allow the breaching Party [15] days to cure, except that breaches involving imminent threats to health, safety, or the environment may require shorter cure periods consistent with Applicable Environmental Law.

6. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute an “Event of Default”:
a. Failure of Client to pay undisputed amounts within [30] days after written notice of delinquency;
b. Failure of Consultant to deliver the Assessment Report within [NUMBER] days of the agreed deadline, absent force majeure;
c. Material breach of Section 5.1 or 5.2 not cured within the applicable cure period;
d. Insolvency, bankruptcy, or dissolution of either Party.

6.2 Remedies

a. Consultant Remedies: Upon Client default, Consultant may (i) suspend performance, (ii) terminate this Report, and (iii) pursue collection of unpaid amounts, including interest and reasonable attorney fees.
b. Client Remedies: Upon Consultant default, Client may (i) withhold further payments, (ii) require Consultant to re-perform deficient services at no additional cost, or (iii) terminate this Report and engage an alternate consultant at Consultant’s expense (subject to the Limitation of Liability in Section 7.2).

6.3 Cumulative Rights

All rights and remedies are cumulative and may be exercised concurrently or separately, except to the extent expressly limited herein.

7. RISK ALLOCATION

7.1 Indemnification (Environmental Liability)

a. Consultant Indemnity: Consultant shall indemnify, defend, and hold harmless Client, its affiliates, and their respective officers, directors, employees, and agents (“Client Indemnitees”) from and against any third-party claims, damages, fines, penalties, or Expenses to the extent arising out of (i) Consultant’s gross negligence or willful misconduct, or (ii) Consultant’s material violation of Applicable Environmental Law in performing the services.
b. Client Indemnity: Client shall indemnify, defend, and hold harmless Consultant, its affiliates, and their respective officers, directors, employees, and agents (“Consultant Indemnitees”) from and against any claims, damages, fines, penalties, or Cleanup Costs arising from (i) pre-existing environmental conditions at the Site, (ii) Client’s violation of Applicable Environmental Law, or (iii) Client’s negligence or willful misconduct.
c. Comparative Fault: Indemnification obligations shall be apportioned in accordance with comparative fault principles under Washington law.

7.2 Limitation of Liability (Cleanup Costs Cap)

Except for (a) a Party’s indemnification obligations under Section 7.1, (b) breaches of Section 5.2(c) (Confidentiality), or (c) claims arising from gross negligence or willful misconduct, the total aggregate liability of either Party under this Report shall not exceed the lesser of (i) [TWO (2)] times the total fees paid to Consultant hereunder or (ii) the actual Cleanup Costs incurred by Client in implementing corrective actions recommended in the Assessment Report (“Liability Cap”).

[// GUIDANCE: The Liability Cap is tied to the metadata directive “cleanup_costs.” Adjust the multiplier or absolute dollar amount to suit project risk.]

7.3 Insurance

Consultant shall maintain, at its own expense, (i) Commercial General Liability Insurance with limits of not less than $[1,000,000] per occurrence and $[2,000,000] aggregate, (ii) Pollution Legal Liability Insurance with limits of not less than $[1,000,000] per claim, and (iii) Workers’ Compensation insurance as required by Washington law. Certificates of insurance shall be provided to Client upon request.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, epidemic, pandemic, governmental action, or severe weather. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the effects of the force majeure event.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Report and all disputes arising hereunder shall be governed by the laws of the United States and the State of Washington, without regard to conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties irrevocably submit to the exclusive jurisdiction of the Environmental Court located in [KING COUNTY, WASHINGTON], and waive any objection to venue therein.

8.3 Limited Arbitration

a. Scope: Monetary disputes not exceeding [ARBITRATION THRESHOLD AMOUNT] shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.
b. Venue: Arbitration hearings shall be held in [SEATTLE, WASHINGTON].
c. Injunctive Relief: Notwithstanding the foregoing, either Party may seek provisional or injunctive relief in the Environmental Court to prevent irreparable harm.
d. Award: The arbitrator’s award shall be final and may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (Optional)

EACH PARTY HEREBY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS REPORT.

[// GUIDANCE: Delete Section 8.4 if the Parties elect not to waive jury trial.]

9. GENERAL PROVISIONS

9.1 Amendment and Waiver

No amendment or waiver of any provision of this Report shall be effective unless in writing and signed by authorized representatives of both Parties. Waiver of any breach shall not operate as a waiver of any subsequent breach.

9.2 Assignment and Delegation

Neither Party may assign its rights or delegate its duties under this Report without the prior written consent of the other Party, except that Consultant may subcontract portions of the services to qualified subcontractors, provided Consultant remains responsible for their performance.

9.3 Successors and Assigns

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

9.4 Severability

If any provision of this Report is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to modify the invalid provision to achieve the Parties’ original intent as closely as possible.

9.5 Integration

This Report, together with any appendices and schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements.

9.6 Counterparts; Electronic Signatures

This Report may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted electronically or by facsimile shall be deemed original signatures for all purposes.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Environmental Compliance Assessment Report to be executed by their duly authorized representatives as of the Effective Date.

[Optional Notary Acknowledgment if required]

[// GUIDANCE:
1. Attach a “Findings & Recommendations” Appendix summarizing all identified violations, recommended corrective actions, responsible parties, estimated compliance dates, and anticipated Cleanup Costs.
2. Attach a “Disclosure Schedule” for Client’s known environmental issues, enforcement actions, and pending permit applications.
3. If intrusive sampling will be performed, add a “Sampling and Analysis Plan” appendix detailing sample locations, media, analytical methods, and QA/QC protocols.
4. Review Washington-specific data quality objectives (e.g., Ecology’s Guidance on Remedial Investigations) and integrate as necessary.
5. Confirm whether Ecology’s Construction Stormwater General Permit applies to Site activities and address any permit coverage or monitoring duties.
]