COFR Legal Document

CERTIFICATE OF FINANCIAL RESPONSIBILITY AGREEMENT (COFR)

This Certificate of Financial Responsibility Agreement (the Agreement) is made and entered into as of Effective Date: by and between Responsible Party: , a Corporation LLC Other, and Owner/Operator: , a Corporation Individual Other.

RECITALS

WHEREAS, Owner/Operator operates or has legal responsibility for the vessel or facility identified as Vessel/Facility Name: , USCG COFR No.: ; and

WHEREAS, Responsible Party has represented that it meets applicable financial responsibility requirements and is willing to provide certification, security, and indemnity to ensure compliance with applicable pollution control statutes, regulations, and administrative obligations; and

WHEREAS, the parties desire to set forth their respective obligations with respect to the certification of financial responsibility, security for claims, reporting, and indemnity related to response costs, cleanup, and third-party liability arising from discharges, releases, or threatened discharges of oil or hazardous substances.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Claim" means any demand, suit, action, cost, expense, fine, penalty, or liability arising out of or relating to a discharge, release, or threatened discharge of oil or hazardous substances. "Response Costs" means costs incurred in responding to a discharge or threatened discharge, including removal, remediation, containment, monitoring, and disposal, and any governmental cleanup costs. "Financial Responsibility Requirements" means the statutes, regulations, or administrative directives imposing a requirement to demonstrate the ability to pay response costs and third-party liability.

2. CERTIFICATION OF FINANCIAL RESPONSIBILITY

Responsible Party hereby certifies that it satisfies the Financial Responsibility Requirements applicable to the Vessel/Facility described above and will maintain in full force and effect, at Responsible Party's sole cost and expense, financial assurance, insurance, surety, or other security in the form and amount required by law or regulation to cover Response Costs and third‑party liabilities arising from covered incidents.

Responsible Party shall promptly furnish to Owner/Operator, upon request, written evidence of such financial assurance, including but not limited to certificates of insurance, surety bonds, letters of credit, or executed trust agreements, and shall maintain such evidence on file for the term of applicable regulatory obligations.

3. INDEMNIFICATION

Responsible Party shall indemnify, defend and hold harmless Owner/Operator, its officers, directors, agents and employees (collectively Indemnitees) from and against any and all Claims, including reasonable attorneys' fees and costs, to the extent directly caused by Responsible Party's failure to perform its obligations under this Agreement or by Responsible Party's acts or omissions. This indemnity shall apply regardless of whether any governmental enforcement or administrative action arises.

Owner/Operator shall give Responsible Party prompt written notice of any Claim for which indemnity is sought. Failure to give prompt notice shall not relieve Responsible Party of liability except to the extent that Responsible Party is materially prejudiced by such failure.

4. SECURITY AND FINANCIAL ASSURANCES

If Responsible Party's financial condition changes such that previously provided assurances are no longer adequate to satisfy Financial Responsibility Requirements, Responsible Party shall, within thirty (30) days of notice or discovery of such change, provide additional or replacement security sufficient to satisfy such requirements. The form and amount of additional security shall be reasonable and consistent with applicable law or regulatory guidance.

Owner/Operator may draw upon any security provided hereunder for payment of Response Costs or third-party claims in accordance with the terms of the instrument creating such security. Draws shall be made consistent with the terms of the governing instrument and applicable law.

5. COMPLIANCE; REPORTING

Each party shall comply with all applicable statutes and regulations relating to the prevention, reporting, and cleanup of discharges. Responsible Party shall immediately notify Owner/Operator by telephone and follow promptly with a written notice within forty‑eight (48) hours when Responsible Party becomes aware of any discharge, release, or event reasonably likely to give rise to Response Costs or Claims.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by certified mail, return receipt requested, or sent by national overnight courier to the addresses set forth below or to such other address as either party may designate by written notice to the other in accordance with this Section.

7. AUDIT; RECORDS

Responsible Party shall maintain complete and accurate records relating to all financial assurances, claims, disbursements, and incident response activities for a period of not less than five (5) years following final resolution of any Claim. Owner/Operator shall have the right to audit such records upon reasonable prior notice and during normal business hours to verify compliance with this Agreement.

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, that it has the power and authority to enter into and perform this Agreement, and that the person executing this Agreement on its behalf has been duly authorized to do so.

9. REMEDIES

The remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. In the event of a breach of Responsible Party's obligations hereunder, Owner/Operator may seek specific performance, injunctive relief, damages, and access to any security provided under this Agreement.

10. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of laws principles that would result in the application of the laws of another jurisdiction.

12. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

14. MISCELLANEOUS

No assignment of this Agreement or any interest herein shall be effective without the prior written consent of the non-assigning party, except that either party may assign this Agreement to a successor in interest by merger, acquisition, or sale of substantially all its assets provided that the assignee assumes all obligations hereunder.

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