Legal EPA Agreement

LEGAL ENVIRONMENTAL PROTECTION AGREEMENT

This Environmental Protection Agreement (Agreement) is made and entered into as of Effective Date: by and between Party A Name: with principal address: and Party B Name: with principal address: (each a Party and together the Parties).

RECITALS

WHEREAS, Party A is the owner or operator of the property or facility identified as Site Name: located at Site Address: ; and

WHEREAS, Party B possesses environmental expertise, personnel, equipment and licenses necessary to perform environmental assessment, abatement and remediation services at the Site; and

WHEREAS, the Parties desire to set forth their respective obligations with respect to environmental protection, assessment, remediation, monitoring and allocation of costs arising from preexisting and/or discovered contamination at the Site.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Applicable Law" means all statutes, regulations, ordinances, orders, codes, permits and legally binding requirements of any governmental authority applicable to the Site and the performance of environmental work under this Agreement.

"Remediation" means those activities necessary to investigate, evaluate, contain, remove, treat or otherwise respond to actual or suspected environmental contamination in accordance with Applicable Law and the Remediation Plan.

2. SCOPE OF WORK

Party B shall perform the environmental services described in the Scope of Work attached hereto as Exhibit A and incorporated by reference. Exhibit A shall include a description of investigative procedures, sampling protocols, laboratory requirements, performance standards, deliverables and a schedule for completion. If Exhibit A is not attached at execution, Parties shall complete Exhibit A within days of the Effective Date.

3. REMEDIATION PLAN AND APPROVALS

Party B shall prepare and submit a written Remediation Plan to Party A and to any governmental authority as required by Applicable Law. Party B shall not commence Remediation work that requires a permit until Party A has obtained any financial assurances required by a permitting authority or until Parties agree in writing that Party B may proceed under interim controls. Any changes to the Remediation Plan that materially alter cost or schedule shall require the prior written approval of Party A, which shall not be unreasonably withheld or delayed.

4. COMPLIANCE WITH LAWS; PERMITS

Each Party shall comply with Applicable Law in performing its obligations. Party B shall obtain and maintain, at Party B's expense, all permits, licenses and approvals required for the performance of the Remediation, unless otherwise agreed in writing. Party B shall perform the work using methods and practices consistent with industry standards for environmental remediation.

5. COSTS, PAYMENTS AND ALLOCATION

Party A shall pay Party B for services performed pursuant to this Agreement in accordance with the fee schedule set forth in Exhibit B. Party B shall submit invoices to Party A at intervals no greater than thirty (30) days. Invoices shall state the work performed, personnel, hours, unit rates, direct expenses and cumulative costs to date. Payment shall be due within days of receipt of a proper invoice unless Parties have agreed otherwise.

If contamination is determined to have been caused in whole or in part by a third party, the Parties shall cooperate in pursuing cost recovery from such third party; however, Party B's right to payment for work performed shall not be contingent upon recovery from third parties unless expressly agreed in writing.

6. INDEMNIFICATION

Each Party (Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (Indemnified Parties) from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees and costs) arising out of (a) the Indemnifying Party's breach of this Agreement, or (b) the Indemnifying Party's negligence or willful misconduct in connection with the performance of its obligations hereunder; provided, however, that Party B's indemnity shall not apply to conditions of contamination that Party B did not cause or exacerbate through negligent acts or omissions.

7. INSURANCE

Party B shall maintain and provide certificates evidencing during the term of this Agreement commercial general liability insurance, workers' compensation and environmental liability insurance in amounts customarily required for comparable remediation work. The minimum required limits shall be: Commercial General Liability: ; Environmental Liability: .

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has the full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement have been duly authorized by all necessary corporate or other action; and (c) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

9. TERM AND TERMINATION

The term of this Agreement shall commence on the Effective Date and continue until completion of the Remediation and final acceptance by the applicable governmental authority, unless earlier terminated as provided herein. Either Party may terminate this Agreement for material breach by the other Party upon thirty (30) days' prior written notice if the breach remains uncured at the expiration of such period. Termination shall not relieve the Parties of liability for obligations accrued prior to the effective date of termination.

10. ACCESS; COOPERATION

Party A shall provide Party B, its subcontractors and agents reasonable access to the Site during normal business hours and such additional access as may be necessary to perform the Remediation. Party A shall provide any known information regarding Site conditions, historical operations, previous sampling results and records relevant to environmental conditions. The Parties shall cooperate and coordinate to minimize disruption to Site operations and to meet Applicable Law requirements.

11. CONFIDENTIALITY

The Parties shall treat as confidential all non-public technical data, reports, sampling results and business information exchanged in connection with performance under this Agreement, except to the extent disclosure is required by Applicable Law or judicial process. A Party required to disclose confidential information shall promptly notify the other Party to allow it to seek protective measures.

12. NOTICES

All notices, requests, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notice shall be deemed given upon receipt or, if mailed, three (3) days after deposit in the U.S. mail, postage prepaid, or upon confirmed delivery when sent by nationally recognized overnight courier.

13. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of without regard to its conflict of laws principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any Exhibits and attachments referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in 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 originals for all purposes.

EXHIBITS

The following Exhibits are attached and incorporated by reference: Exhibit A — Scope of Work; Exhibit B — Fee Schedule; Exhibit C — Site Maps and Historical Data. If any Exhibit is to be completed after execution, the Parties shall promptly finalize the Exhibit as provided in Section 2.

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