Remediation Contract

Asbestos Removal and Remediation Agreement

Agreement made on the , between (Name of Contractor), a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Contractor, and (Name of Owner), a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Owner.

For and in consideration of the mutual benefits and obligations set forth in this Agreement, the parties agree that Contractor shall provide asbestos removal or abatement services as set forth in the Scope of Work below.

1. Scope of Work

A. This Agreement will consist of the removal or abatement of all asbestos and asbestos-containing materials (the Work) specified by Owner for removal or abatement in certain projects owned or managed by Owner, as more specifically set forth on Exhibit A attached hereto and made a part hereof. The nature of the Work is referred to as removal, even though it may sometimes involve encapsulation, repair or some other form of abatement.

B. The areas immediately adjacent to the site of the Work will be occupied during the removal process. It is the intent of this Agreement to ensure the safety of the public at all times, to insure a low profile during the asbestos removal process and to minimize disruption of normal activities at and near the Work Site.

C. Contractor will follow the guidelines and requirements set forth in the Approach and Criteria attached as Exhibit B attached hereto and made a part hereof.

2. Permits and Notification

Contractor will secure in a timely manner all necessary permits in conjunction with asbestos removal, hauling, and disposal. Contractor will provide timely notification of such actions as may be required by federal, state, regional, and local authorities.

3. Specifications

The Work must comply with all laws, ordinances, rules and regulations of federal, state, regional and local authorities regarding the handling, removal, storage, transportation, and disposal of asbestos-containing material. Where the requirements of these specifications and referenced documents and the requirements of Exhibit B vary, the most stringent requirement shall apply. Contractor represents and warrants that it is competent and licensed where necessary, to perform the Work and shall perform the Work in a competent and safe manner so as to minimize or eliminate any health risks to persons performing or affected by the Work.

4. Indemnification

Contractor and its employees will be required to waive any claims against Owner and its affiliates, subsidiaries, employees, agents and representatives as the result of performance of the Work, including but not limited to exposure to asbestos, asbestos-containing materials or other hazardous materials. Contractor's insurers (including its workers' compensation insurer) will be required to waive subrogation rights against Owner, its affiliates, subsidiaries, employees, agents and representatives. Contractor will be required to indemnify, defend and hold harmless Owner, its affiliates, subsidiaries, employees, agents and representatives from and against any claims (including, but not limited to, claims in the nature of workers' compensation or claims made by carriers of workers' compensation insurance) resulting from the Work or exposure to asbestos, asbestos-containing materials or other hazardous material. Prior to commencement of the Work, Contractor will execute a Waiver and Indemnification Agreement in form and substance satisfactory to Owner and its counsel, and each employee of Contractor or other persons authorized or allowed by Contractor to enter the area of the Work will be required to execute a Waiver of Claims in form and substance satisfactory to Owner and its counsel.

5. Proof of Insurance

With the execution of this Agreement, Contractor and any subcontractor shall provide proof of evidence from an insurance company that Contractor is insured for the following endorsements and limits:

A. Comprehensive general liability insurance including deletion of exclusion for hazardous materials/asbestos pollution and escape release, Contractor's liability coverage, contractual liability coverage, completed operations coverage, broad form property damage endorsement and Contractor's protective liability coverage to afford protection with limits for each occurrence of not less than $ combined single limit and aggregate with respect to bodily injury or death, and property damage.

B. Comprehensive automobile liability insurance, including any owned, non-owned or hired vehicle, with limits for each occurrence of not less than $.

C. Workers compensation and employers' liability insurance with limits of $ for each accident, $ for disease policy limit, and $ for disease (each employee) limit, or statutory limits, whichever is greater.

D. Such other insurance as Owner may require, including but not limited to, insurance coverage for all phases of asbestos removal activities in a form acceptable to Owner.

E. Policies required under this Section 5 shall contain the following words verbatim:

Owner is interested in the maintenance of this insurance and it is agreed that this insurance will not be canceled, materially changed or not renewed without at least days advance written notice to Owner, Attention: by certified mail, return receipt requested.

Upon the execution of this Agreement and each subsequent insurance renewal, Contractor will produce the actual policy and certificate of insurance naming Owner and each subsidiary or affiliate of Owner where the Work will be performed as additional insureds per the limits noted above, with respect to all policies except workers compensation and employers' liability. All insurance policies must be issued by insurers approved by Owner and provide not less than days prior written notice of cancellation to Owner.

6. Asbestos Removal Plan

Prior to Contractor's commencement of the Work, Contractor will submit an asbestos abatement plan to Owner. Such plan shall address the location of the asbestos control areas, the change rooms, decontamination procedures, layout of change rooms, sequencing of the asbestos removal, disposal plan, type of wetting agent, type of asbestos sealer to be used, air monitoring, and a detailed description of the method to be employed in order to control air pollution.

7. Air Monitoring Plan

Monitoring in the adjacent occupied tenant areas, at the HEPA exhaust, at the entry room to the regulated area, and at the exterior sides must be provided for on each day of active asbestos abatement in addition to those required by regulations. Results are to be made available immediately by verbal notice to and later in writing to .

8. Disposal of Materials

Disposal of all asbestos and asbestos-containing materials resulting from the Work performed under this Agreement shall be the responsibility of Contractor and shall be in accordance with all applicable regulations.

9. Protection of Existing Work to Remain

Contractor shall perform all minor demolition Work without damage to or contamination of adjacent Work. Where such adjacent Work is damaged or contaminated, it shall be restored to its original condition at no expense to Owner.

10. Inspection Criteria

A. Owner, or its agent, will perform a site visit to review Contractor's prepared Work area. A written notice to proceed from Owner is required prior to the start of asbestos removal. Contractor should allow time for the correction of the cited items in its scheduling.

B. If, at any time, Owner, its agent, or any regulatory official determines that Contractor's practices are in violation of pertinent and applicable regulations, or are endangering Workers, the public, or the facility, Contractor will immediately stop work and take the required corrective actions. Any costs resulting from such a stop work order, and any costs involved in restarting the Work, will be borne solely by Contractor and will not be considered as a basis for an increase in the contract amount.

C. With regard to the Work performed under this Agreement, the safety of Contractor's employees and the safety of the public is the sole responsibility of Contractor.

11. Sampling

All air samples, except for the final testing, may be taken by a trained, qualified sampler employed by Contractor. The sampler/technician shall be available during all work hours. All samples, however, must be analyzed by an independent laboratory. The final test for certification must be sampled and analyzed by an independent laboratory. The final test must achieve less than 0.01 fibers/cc before demobilization will be allowed.

12. Certification

Upon satisfactory completion of the final test, Contractor shall submit an industrial hygienist's certification that the abatement area is asbestos free within OSHA, AHERA and other applicable governmental laws, regulations and requirements and that the Work area is safe for public occupancy in respect to asbestos exposure.

13. Removal of Asbestos Debris

To the extent possible, all asbestos and asbestos-containing debris shall be removed from the site during the hours of to .

14. Staging Area

A well-lit, staging room of solid materials (plywood, dry wall) will be erected before entering the clean change room and decontamination rooms. This staging area is to be considered the exterior of the project and monitored as a non-regulated area. Posting of the project is to occur within this room.

15. Written Log

Contractor shall maintain a written log listing its employees, equipment, electrical conditions, unique circumstances and visitors for each day of Work. Each visitor shall identify himself or herself by Social Security number and reason for visiting the site.

16. Records

sets of records (log book, air monitoring reports, permits and notifications, disposal receipts, abatement plan, final test certification) in addition to what is required by all applicable regulations must be submitted to Owner at the completion and acceptance of the Work and prior to final payment.

17. Pricing

A. Contractor's fee for all services proceeded by it shall be as follows: (description of Contractor's fee)

B. The pricing referenced in Paragraph A above is based on the following Work to be performed: (Description of Work)

18. Emergency Plan

As a condition of this Agreement, Contractor shall develop and submit an emergency preparedness plan prior to commencing the Work. The purpose of this plan is to deal with the discovery of asbestos-containing materials after the Contractor has demobilized. This plan shall address notifications, remobilization and hourly rates. Timeliness of response and reasonable costs are of the utmost importance.

19. Owner’s Right to Terminate

This is a nonexclusive agreement and Owner reserves the right to terminate this Agreement at any time, with or without cause. In the event of such termination, Contractor shall be compensated for all Work performed through the date of receipt of Owner's notice of termination.

20. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

21. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

22. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

23. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

24. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

25. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

26. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

27. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

28. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

29. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.