Asbestos Project Lifecycle Management

ASBESTOS PROJECT LIFECYCLE MANAGEMENT AGREEMENT

This Asbestos Project Lifecycle Management Agreement (the Agreement) is entered into as of by and between Client Name: and Contractor Name: .

WHEREAS

WHEREAS, Client requires comprehensive project lifecycle management for the identification, containment, abatement, monitoring, testing, clearance and lawful disposal of asbestos-containing materials at the project location identified as (the Project);

WHEREAS, Contractor represents that it possesses the technical capacity, certified personnel, licenses and insurance necessary to manage the asbestos lifecycle phases in compliance with applicable laws, standards and industry best practices; and

WHEREAS, the parties desire to set forth in writing their respective responsibilities, scope of services, payment terms and other essential terms governing Contractor's performance on the Project.

SCOPE OF WORK

Contractor shall provide lifecycle management services for the Project, including but not limited to the tasks identified below and the detailed description provided in the Scope narrative.

Site assessment and bulk sampling for asbestos-containing materials
Abatement planning and removal
Containment, engineering controls and air handling
Air monitoring and worker exposure monitoring
Final visual inspection and clearance testing
Waste characterization, packaging and lawful disposal

PAYMENT TERMS

Contract Amount: $ payable in accordance with the payment schedule below.

Invoice Frequency:   Retainage:

Late Payment: Unpaid amounts shall incur a late fee of on the outstanding balance compounded monthly, together with any costs of collection, including reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Agreement for material breach if the breach remains uncured for days following written notice. Client may also terminate for convenience upon providing days' prior written notice, subject to payment for work performed and reasonable demobilization costs.

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any proprietary or confidential information of the other party obtained in connection with the Project, except as required by law or as necessary to perform the obligations under this Agreement. Confidential information does not include information that is or becomes generally available to the public other than through breach of this Agreement.

Confidentiality Duration: Confidential obligations set forth herein shall survive termination or expiration of this Agreement for years.

INSURANCE, LICENSING AND COMPLIANCE

Contractor shall maintain insurance coverage customary for asbestos abatement projects, including commercial general liability, professional liability (if applicable), workers' compensation and pollution liability with limits not less than:

Contractor shall possess and maintain all required licenses, permits and certifications for asbestos-related work and shall perform all services in compliance with applicable federal, state and local laws, regulations and agency directives governing asbestos handling, abatement, transportation and disposal.

CHANGE ORDERS

Any changes to the Scope of Work, schedule or contract price shall be made only by written change order executed by authorized representatives of both parties. Change orders shall describe the change, the effect on price and schedule, and any impacts to health and safety measures.

REPORTING, TESTING AND CLEARANCE CRITERIA

Contractor shall provide written progress reports and monitoring results to Client at the following interval:

Contractor shall ensure sampling and analysis are performed by qualified laboratories and shall deliver final clearance documentation, chain-of-custody records, and disposal manifests to Client prior to final payment.

RECORDS RETENTION

Contractor shall retain all project records, logs, air monitoring data, manifests, certifications and correspondence for a minimum of years following final completion and shall make such records available to Client upon reasonable request.

INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Client and its affiliates, officers, directors and agents from and against any and all claims, liabilities, losses, damages, fines and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions, willful misconduct, breach of this Agreement, or failure to comply with applicable laws in connection with the performance of asbestos-related work.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration administered in the agreed governing state under the arbitration rules selected by the parties.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, representations and understandings. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Subcontractors: Contractor may engage qualified subcontractors but shall remain fully responsible for their performance and compliance. Contractor shall provide names and scopes of work for all subcontractors prior to their mobilization.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor by merger or sale of substantially all assets.

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