Environmental Site Assessment Proposal

ENVIRONMENTAL SITE ASSESSMENT PROPOSAL

Parties and Project Identification

Client Name:

Project / Site Address:

Recitals (WHEREAS)

WHEREAS, Client desires to obtain an environmental site assessment for the Site described above to identify recognized environmental conditions, potential contamination, and other environmental liabilities; and

WHEREAS, Consultant represents that it is qualified, experienced, and properly licensed to perform environmental site assessment services in accordance with industry standards, and agrees to provide such services under the terms and conditions set forth in this Proposal; and

WHEREAS, the parties desire to set forth the scope, schedule, compensation, and terms that will govern Consultant’s performance and Client’s acceptance of services.

Scope of Work

Consultant shall perform the following scope of services for the Site. Select the assessment type(s) and describe specific tasks, sampling, and deliverables.

Phase I Environmental Site Assessment (records review, site reconnaissance, interviews, report)    Phase II Environmental Site Assessment (sampling, laboratory analysis, field instrumentation)

Deliverables and Schedule

Estimated Start Date:     Estimated Completion Date:

Payment Terms

Total Fee (not including reimbursable expenses):

Deposit Required:     Hourly Rates for Additional Work:

Late Payment Fee: (applies to unpaid balances more than days past invoice)

Term and Termination

Term Commencement Date:     Term Expiration Date:

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the effective date of termination. In the event of termination, Client shall pay Consultant for services performed and expenses incurred through the effective date of termination plus reasonable demobilization costs.

Confidentiality

Consultant shall treat all non-public information obtained from Client in connection with the performance of this Agreement as confidential and shall not disclose such information except (a) to subcontractors and employees who have a need to know and who are bound by confidentiality obligations; (b) as required by law or regulation; or (c) with Client's prior written consent. Consultant's obligations under this paragraph shall survive termination of this Agreement for a period of five (5) years.

Limitations, Insurance, and Liability

Consultant will perform services in a manner consistent with generally accepted professional standards. No other warranty, express or implied, is made. Consultant's liability for claims arising out of this Agreement shall be limited to direct damages not to exceed the total fees paid to Consultant for the services giving rise to the claim. Consultant shall maintain professional liability and general liability insurance in amounts customary for the industry.

Indemnification

Client agrees to indemnify and hold harmless Consultant, its officers, employees, and agents from and against claims, liabilities, losses, and expenses (including reasonable attorneys' fees) arising from (a) Client's failure to disclose material information about the Site; (b) Client's negligent acts or omissions; or (c) Client-directed changes to the scope of work, except to the extent such claims are caused by the negligence or willful misconduct of Consultant.

Exclusions and Assumptions

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 conflicts of law principles. The parties agree to attempt to resolve disputes by good-faith negotiation and, if unresolved, by mediation prior to initiating litigation.

Entire Agreement

This Proposal, together with any attachments, exhibits, and accepted change orders, constitutes the entire agreement between Client and Consultant with respect to the subject matter herein and supersedes all prior oral or written representations, negotiations, and agreements. Any modification must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the undersigned represent that they are authorized to execute this Proposal on behalf of the respective party and that they accept the terms, scope, fees, and conditions set forth herein.

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