Environmental EPA Renewal

ENVIRONMENTAL EPA RENEWAL

This Environmental EPA Renewal (the Renewal) is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client and Service Provider previously entered into an Environmental Compliance Services Agreement dated (the Original Agreement), pursuant to which Service Provider performed permit administration, monitoring and reporting in accordance with applicable environmental standards; and

WHEREAS, Client holds permit number and seeks to renew the services and certifications required for continued compliance with applicable federal environmental regulations; and

WHEREAS, the parties desire to renew and restate certain terms of the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

Service Provider shall perform the renewed scope of services necessary to maintain Client's environmental compliance and to support permit renewal, including but not limited to monitoring, sampling, reporting, permit application assistance, communications with regulatory agencies, and corrective action planning. Detailed scope and deliverables are described below.

PAYMENT TERMS

Client shall pay Service Provider for the services described in this Renewal in accordance with the following terms.

Invoices are payable within days of receipt. Late payments shall incur a late fee equal to per month (or the maximum permitted by law), calculated from the invoice due date until paid in full. Client shall also be responsible for reasonable collection costs and expenses, including attorneys' fees.

TERM AND TERMINATION

The term of this Renewal shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Renewal for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination does not relieve Client of payment obligations for services performed prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that is (a) publicly known through no fault of the receiving party; (b) already known to the receiving party without obligation of confidentiality; (c) rightfully received from a third party without restriction; or (d) independently developed without use of the disclosing party's Confidential Information. The receiving party shall use Confidential Information solely for performance of this Renewal and shall restrict access to employees and contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent required by law or by a valid order of a court or governmental authority; provided that, to the extent permitted, the receiving party gives prompt written notice to the disclosing party and cooperates in any reasonable effort to limit or contest such disclosure.

COMPLIANCE, REPRESENTATIONS AND WARRANTIES

Service Provider represents that it is experienced in environmental regulatory compliance, that it will perform services in accordance with applicable federal, state and local laws and regulations, and that it will exercise commercially reasonable care in the performance of its duties. Client represents that it has the authority to enter into this Renewal and to authorize Service Provider to act on Client's behalf for permit renewal activities as expressly described herein.

GOVERNING LAW

This Renewal shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law rules.

ENTIRE AGREEMENT

This Renewal, together with any documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Except as expressly modified herein, the Original Agreement remains in full force and effect.

NOTICES

All notices required or permitted under this Renewal shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices shall be deemed given upon receipt.

SIGNATURES

The individuals signing below represent and warrant that they are authorized to enter into this Renewal on behalf of the parties they represent.

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