Legal Facility Declaration Form

LEGAL FACILITY DECLARATION FORM

This Legal Facility Declaration Form is made on this date: by and between Declarant Name: (hereinafter "Declarant") and Recipient Name: (hereinafter "Recipient"). The Declarant and Recipient are sometimes referred to individually as a "Party" and together as the "Parties."

RECITALS

WHEREAS, Declarant owns, operates or controls a facility known as Facility Name: located at Facility Address: (the "Facility");

WHEREAS, the Facility performs Primary Use: and has Facility Identification Number: ; and

WHEREAS, Recipient requires a written declaration of the legal, regulatory and operational status of the Facility to evaluate compliance, risk and legal obligations.

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

1. DEFINITIONS

Capitalized terms used in this Form shall have the meanings set forth in this Section unless otherwise defined elsewhere. "Applicable Law" means all federal, state and local statutes, regulations, ordinances, permits, orders and common law duties applicable to the Facility. "Permits" means any license, authorization or permit issued by a governmental authority applicable to operation, construction, discharge, emissions, handling of hazardous materials or other regulated activities at the Facility.

2. DECLARATION

Declarant hereby declares and certifies, under penalty of perjury to the best of its knowledge after due inquiry, the following facts and statements regarding the Facility:

(a) Legal Ownership and Control: Declarant is the owner/operator of the Facility and the legal owner is Legal Owner Name: .

(b) Facility Description: The Facility is comprised of the following principal operations and structures:

(c) Years of Operation: Declarant has conducted operations at the Facility for years.

3. PERMITS, AUTHORIZATIONS AND COMPLIANCE

(a) Declarant warrants that it holds all material Permits required by Applicable Law to operate the Facility as currently configured. A schedule of current Permits and permit numbers is provided below:

(b) Declarant agrees to maintain in full force and effect all Permits and to promptly notify Recipient in writing within days of receipt of any notice of suspension, revocation, material modification or noncompliance relating to any Permit.

4. ENVIRONMENTAL MATTERS AND HAZARDOUS MATERIALS

(a) Declarant represents that, to the best of its knowledge after due inquiry, there are no current releases, discharges or conditions at the Facility that require reporting under Applicable Law other than those disclosed in the Inventory attached in the space below.

(b) Declarant shall remediate, abate or otherwise address any release or contamination discovered at the Facility in accordance with Applicable Law and shall promptly notify Recipient and provide documentation of response actions.

5. ACCESS, INSPECTION AND RECORDS

Declarant grants Recipient, its agents and authorized representatives reasonable access to the Facility during normal business hours upon days prior written notice for the purposes of inspection, sampling and review of records for compliance verification. In emergencies or where permitted by Applicable Law, such access may be immediate.

Declarant shall retain all records relating to environmental compliance, monitoring, permits and corrective actions for a period of at least years and shall provide copies to Recipient upon request within days of such request.

6. INSURANCE AND INDEMNITY

(a) Insurance: Declarant shall maintain commercial general liability insurance, environmental liability insurance and such other coverage as is customary for facilities of similar size and risks, with minimum limits of Liability Amount: per occurrence, naming Recipient as an additional insured where required by contract.

(b) Indemnity: Declarant shall indemnify, defend and hold harmless Recipient and its officers, directors, agents and employees from and against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Declarant's ownership, operation or maintenance of the Facility, including but not limited to claims for bodily injury, property damage, remediation costs, fines or penalties resulting from violation of Applicable Law, except to the extent such claims arise from Recipient's gross negligence or willful misconduct.

7. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants that: (i) it has full authority to execute and deliver this Form and to perform its obligations hereunder; (ii) the information provided in this Form and in any attachments is, to Declarant's knowledge after due inquiry, true, complete and accurate in all material respects; and (iii) no material litigation, enforcement action or unresolved administrative proceeding is pending that, if adversely determined, would reasonably be expected to impair Declarant's ability to perform under this Form.

8. TERM, TERMINATION AND REMEDIES

This Form is effective as of the effective date set forth above and shall continue in full force and effect until terminated by mutual written agreement of the Parties or as otherwise provided herein. Either Party may terminate this Form upon written notice to the other if the other Party materially breaches any representation, warranty or covenant and fails to cure such breach within days after receipt of written notice thereof. Termination shall be without prejudice to any remedies that have accrued prior to termination.

9. NOTICES

All notices, requests, consents and other communications required or permitted to be given under this Form shall be in writing and delivered to the addresses set forth below by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested.

10. AMENDMENTS; WAIVER

This Form may be amended only by a written instrument executed by both Parties. No failure or delay by any Party in exercising any right under this Form shall operate as a waiver of such right, unless such waiver is in writing and signed by the waiving Party.

11. GOVERNING LAW

This Form shall be governed by and construed in accordance with the laws of Governing State: without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT

This Form and any schedules or exhibits hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings, representations, negotiations and agreements, whether written or oral.

13. SEVERABILITY

If any provision of this Form is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith a valid replacement provision that most nearly effects the original intent.

14. COUNTERPARTS

This Form 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. Facsimile or electronically transmitted signatures shall be binding for all purposes.

15. CERTIFICATION

Declarant certifies that the statements contained in this Form and any attachments are true and complete to the best of Declarant's knowledge and that Declarant has authority to make this Declaration on behalf of the Declarant entity identified herein.

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