Fill and Sign the Site Assessment PDF Form

Agreement with Environmental Consultant to do Site Assessment Agreement made on the _________________ (date) , between ____________________ (Name of Owner) a corporation organized and existing under the laws of the state of ________________, with its principal office located at _________________________________ __________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Owner , and ______________________ (Name of Consultant) , a corporation organized and existing under the laws of the state of _________________, with its principal office located at ________________________________ ______________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Consultant . Whereas, Consultant is a duly licensed environmental consultant; and Whereas, Owner desires to retain Consultant to do a site assessment of its property located in ___________________________________________ (Name of City, County and State) ; and Whereas, the said property is hereinafter referred to as Property, and is more particularly described as follows: (insert legal description or attach it as an Exhibit) ________________ ___________________________________________________________________________; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Purpose of Services The purpose of the services for which Consultant is being retained is to make all appropriate inquiry into the previous ownership and uses of the Property consistent with good commercial or customary practice; and to investigate, determine and analyze any risks inherent in the existence of hazardous materials, petroleum products, toxic chemicals or substances, pollutants or contaminants, or any other material, chemical, or substance which could give rise to any liability or responsibility under any federal, state or local law or regulation or common law (hereinafter collectively called hazardous materials ) in any of their various forms including, but not limited to, the presence of hazardous wastes or materials located in the soils, ground water, or air at the Property . Consultant shall, through performance of the services set forth in this Agreement, attempt to determine if the Property has been contaminated by past activities, if hazardous materials have been used in the construction of the ________________ ( type of building ) building and other structures located on the Property , and if present operations conducted on the Property represent a risk of contaminating the Property . 2. Scope of Environmental Consulting Services This Agreement is intended to serve as a minimum guideline, rather than to limit Consultant 's activity. Where additional areas need to be addressed, it is understood that Consultant will do so, subject to cost, time and other limitations set forth below. A. Review of Documentation. Consultant shall review available soil boring reports, the site history of the Property , site hydrogeologic reports, and the plans and specifications for the Property (to the extent available). B. Government Records Review. Consultant shall review all relevant reasonably obtainable federal, state, and local government records relating to the Property or adjacent property or properties in the vicinity of the Property where there has been a release or threatened release of hazardous materials , Investigation Report s relating to the environmental condition on such sites or facilities, records of activities likely to cause or contribute to a release or threatened release of a hazardous material including landfill or other disposal location records, underground storage tank records, hazardous waste generator records, records relating to hazardous waste treatment storage or disposal facilities, spill report records, governmental environmental enforcement records, toxic release inventories, and any records relating to the use of the Property or neighboring properties for the use, manufacture, processing, or storage of any toxic or hazardous materials . C. Property Inspection. Consultant shall perform at least one site inspection and tour of the Property . As part of the site inspection, Consultant shall tour the surrounding area to determine if there are any activities that could have an adverse environmental impact on the Property . This inspection shall identify all areas Consultant suspects contain hazardous waste or hazardous elements in any of their various form, and identify all areas containing soil, water, or air contamination caused by the dumping, spillage or leakage of hazardous wastes. As part of its site inspection, Consultant shall review all pertinent environmental documents such as permits, contingency plans, hydrogeologic data, environmental monitoring results, previous environmental audit results, and hazardous waste uniform manifests. To the extent such documents are in the possession of Owner , Owner shall supply such documents to Consultant . In addition, the fireproofing, insulation, mechanical equipment and suspect building components at or on the __________________ ( type of building ) building and other structures located on the Property will be examined and inspected by the Consultant for the presence of asbestos and/or asbestos-containing material, with particular attention paid to textured ceiling materials, sprayed-on fire proofing on metal, and pipe or boiler insulation. This examination and inspection will be conducted by Consultant based on Consultant 's review of available plans and specifications and shall include walk-throughs of the ____________________ ( type of building ) building and other structures on the Property by Consultant to visually locate suspect materials and, if deemed necessary by Consultant based on such visual inspection, bulk sampling of suspect materials. If asbestos or asbestos-containing material, operating practices, or existing conditions are thought by Consultant to be, or potentially to be, in violation of local or state governmental regulations, current federal Environmental Protection Agencies (“EPA”) guidelines, or current Occupational Health and Safety (“OSHA”) Asbestos Regulations, Consultant will immediately notify Owner of such violations or potential violations. Where problem areas are identified and corrective action is recommended by Consultant , additional testing and inspections shall be recommended as necessary, subject to approval by Owner, and such additional testing and inspections shall constitute Additional Services , as defined below. Consultant shall inspect any corrective work undertaken and completed as the result of Consultant 's recommendations. D. CERCLA Sites . Consultant shall obtain from the federal EPA and _____________________ ( name of state ) environmental protection agency a list of CERCLA sites, reported leaking underground storage tanks, reports of releases of hazardous substances, permitted generators of hazardous waste, and all treatment, storage or disposal facilities on or adjacent to the Property , or near the Property (to the extent deemed reasonably necessary by Consultant based on Consultant 's inspection, investigation and tour of the Property and surrounding area as set forth in Paragraph B above). E. Written Reports. A written report will be prepared by Consultant (the Investigation Report ) and provided to the Owner within _______ ( number ) days after the date of Consultant 's acceptance of this Agreement. The Investigation Report will, without limitation: 1. Document how the assessment was conducted; 2. Identify the Property ; 3. Mention the date of the inspection and individuals present; 4. If the investigation reveals the presence of any suspected hazardous wastes or toxic materials in the building or soil, include a description of the waste and materials; 5. Summarize the findings of Consultant 's review of documentation and its inspection of the Property ; 6. Identify the location, type of material and condition of any asbestos and asbestos-containing materials found at the Property ; 7. If necessary, offer recommendations regarding the removal or remediation of suspected hazardous wastes or dangerous materials in compliance with all federal, state, and local environment statutes and regulations. All asbestos-abatement recommendations (including abatement or encapsulation) shall be in compliance with applicable federal, local and state governmental regulations; and 8. Provide estimates of the cost associated with any recommended actions. Additional written reports will be promptly provided after inspection of any corrective work undertaken as a result of Consultant 's recommendations. All written reports shall include a series of quality color photographs showing any identified problem areas. The purpose of these photographs is to assist Owner in conceptualizing the nature of the problem. The reports and the photographs shall be correlated by labeling the photographs. 3. Insurance Requirements Consultant shall maintain, until this Agreement has been completed, but at all times covering all services performed during the term of this Agreement, the following insurance coverage: A. Workers' Compensation and Employers' Liability Insurance in form and substance equal to the minimum statutory requirements for the jurisdiction in which the Property is located; B. Commercial General Liability Insurance with a limit of $_______________, including the standard pollution exclusion clause; C. Errors and Omissions Professional Liability Insurance with a limit of $________________ ( dollar amount of professional liability insurance ) ; and D. Comprehensive Automobile Liability Insurance, including Bodily Injury and Property Damage in the amount of $_______________. Consultant shall, prior to commencing work, furnish to Owner a certificate of insurance for each of the policies and coverages enumerated in this Agreement, completed and endorsed by duly authorized agents of the underwriters, and Owner shall be named as additional insured under the general liability policy. The certificates shall provide for written notice to Owner not less than _______ ( number ) days prior to the effective date of any cancellation, amendment or reduction of any of the coverage provided for in this Agreement. 4. Compensation A. Inspection and Evaluation. Consultant will provide the inspection and services specified in connection with the Property for a fee of $_______________, plus $_______________, per sample of material suspected of containing asbestos, plus Direct Expenses , as defined below. This fee is all-inclusive and may not be increased except by written amendment to this Agreement signed by the parties. Additional Services , such as additional sampling, additional site visits, additional written reports, or other services which may become necessary due to unforeseen circumstances ( Additional Services ), shall only be performed by Consultant upon prior written approval, at an agreed-upon hourly rate. B. Direct Expenses. 1. Travel . The cost of travel, lodging and meals will be invoiced at cost. Consultant will use its best efforts to perform the services required under this Agreement in such a manner as to minimize travel expenses. When traveling by air, the coach rate will be used, and rental cars will be compact or subcompact. Lodging and meals will be typical of business travel in the area being visited. Travel by automobile will be charged at the rate of $____________ per mile. Appropriate parking tolls, taxi, bus, and subway costs will be billed at cost. 2. Other Direct Expenses. Laboratory, computer, special shipping, title searches, messenger and photographic equipment will be invoiced at cost. Consultant shall charge $____________ per sample for collection and analysis of material suspected to contain asbestos. Any Direct Expenses other than travel in excess of $____________ must be approved in writing in advance by Owner . Direct Expenses do not include overhead and personnel costs. (Travel and other Direct Expenses, as described above in this Section, are collectively referred to as Direct Expenses.) 3. Terms of Payment and Billing Format. Consultant shall render monthly invoices for all Direct Expenses and Additional Services , which shall be sent to Owner at the address set forth above. Each such invoice shall set forth all Direct Expenses and Additional Services (including, with respect to Additional Services , itemization of the particular tasks performed). Invoices are payable within _______ ( number ) days of the invoice date; however, the inspection and evaluation fee, as set forth in Paragraph A of this Section, is not earned and payable until delivery of the Investigation Report to be furnished by Consultant , as required to Owner , and receipt by Owner of an invoice for such inspection and evaluation services. The Investigation Report and any additional written reports delivered by Consultant to Owner , together with any underlying data or materials generated by Consultant pursuant to this Agreement, shall be deemed to be the sole Property of Owner upon payment of the compensation specified here. 5. Termination This Agreement may be terminated by either party ______ ( number ) business days after written notice. Notice shall be by registered or certified mail, return receipt requested, and shall be deemed given when placed in the mail. Otherwise, this Agreement will terminate upon Owner 's acceptance of the Investigation Report (or additional written reports, as provided in this Agreement). All Direct Expenses and costs incurred by Consultant with respect to Additional Services (including all costs incurred in connection with approved subcontracts) through the period ending _______ ( number ) days after such written notice of termination, if such notice is sent by Owner , or through the date of such written notice of termination, if such notice is sent by Consultant , shall be paid by Owner within ______ ( number ) days of receipt of invoices. If requested by Owner , Consultant will promptly furnish Owner with a “closeout” written Investigation Report based on the information and data collected by Consultant as of the date of termination of this Agreement, the cost of which closeout Investigation Report shall be a prorated portion of the inspection and evaluation fee set forth in this Agreement, to be equitably determined by Owner . 6. Documentation Owner will provide Consultant with a complete set of construction plans, specifications and soils reports, and title reports or searches in the possession of Owner , where available, and any additional available documentation reasonably requested. 7. Liason It is agreed that Consultant will telephone Owner 's representative, _________________ ( Name of Owner's Representative ) , at _______________ ( telephone number) , as to the time and date of the inspection so that he or an agent of Owner may accompany Consultant on the inspection. Discussion or correspondence concerning the Property between the design architect/engineers and Consultant is encouraged and considered helpful in resolving questions which may arise. 8. Independent Contractor Consultant is acting as an independent contractor in its capacity under this Agreement. Nothing contained in this Agreement or in the relationship of Owner and Consultant shall be deemed to constitute a partnership, joint venture, or any other relationship between Owner and Consultant except as limited by the terms of this Agreement. Consultant 's authority is limited to performing the services set forth here in accordance with the terms of this Agreement. Consultant does not have any authority to execute any contracts or agreements for or on behalf Owner , and is not granted any right or authority to assume or create any obligation or liability or make any representation, covenant, agreement or warranty, express or implied, on Owner 's behalf, or to bind Owner in any manner whatsoever. Any consents, approvals or instruction which may be required of Owner may only be given by Owner or Owner 's authorized representative, who, until written notice to the contrary, shall be _______________________ ( Name of Owner's representative ) . The services performed by Consultant shall be completed in accordance with the requirements contained in this Agreement together with the proposal dated __________________ ( date) submitted by Consultant , which proposal is attached to this Agreement as Exhibit A . In the event of any conflict between this Agreement and the proposal attached as Exhibit A , the terms of this Agreement shall govern. 9. Confidentiality. Consultant , its officers, agents and employees agree to perform the services specified in this Agreement in a confidential manner and agree not to disclose any information or materials gathered pursuant to this Agreement, or discuss same with anyone, without the prior written permission of Owner ; provided, however, that Consultant is authorized and permitted to disclose, where relevant, any such information or materials to any third parties who are required under the terms of this Agreement to be contacted by Consultant in connection with the gathering of information by Consultant concerning the environmental status of the Property only so much information as is necessary to gather required information from such third parties. The Investigation Report and any additional written reports prepared by Consultant shall be marked “Business Confidential” and distribution of same by Consultant will be limited to those employees of Consultant conducting, reviewing and preparing such reports. 10. No Third-Party Beneficiary This Agreement is entered into for the exclusive benefit of the parties and the parties disclaim any intent to benefit anyone not a party. 11. Warranty and Indemnification. Consultant represents and warrants that it is competent to perform the services specified in this Agreement and will perform such services in a competent and safe manner. Consultant acknowledges that the purpose of this Agreement is to determine if there is reason to suspect the existence of contamination at the Property as the result of the presence of hazardous wastes or materials, and to determine if the past or present use and operation of the Property results (or may result) in environmental impairment. Consultant agrees to perform all tasks as outlined in such a manner as to eliminate or minimize any health risks posed by such tasks to its officers, employees, contractors and subcontractors, and agents and in accordance with all applicable laws. Consultant agrees to hold harmless Owner , its affiliates and subsidiaries, from any actions, claims or lawsuits resulting from or caused by the negligent performance of Consultant , its agents or employees. Owner agrees that the maximum liability of Consultant , whether under contract or for negligence, shall be limited to $____________ or the total amount of the fee paid to Consultant under this Agreement, whichever is greater, arising out of work performed or to be performed by Consultant pursuant to this Agreement excepting only such actions, claims or lawsuits arising out of the gross negligence of Owner , its affiliates, subsidiaries, officers and employees. 12. Witness Fees. Consultant 's employees shall not be retained as expert witnesses except by separate, written agreement. Owner agrees to pay Consultant , pursuant to a reasonable fee schedule agreed upon by Owner and Consultant , for any of Consultant 's employees subpoenaed by any party as an occurrence witness as a result of Consultant 's work. 13. 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. 14. 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. 15. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ________________. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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. 21. 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. 22. In this Agreement, 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. _________________________ __________________________ (Name of Consultant) (Name of Owner) By:______________________________ By:________________________________ ___________________________ _____________________________ (P rinted name & Office in Corporation) (P rinted name & Office in Corporation) ___________________________ _____________________________ (Signature of Officer) (Signature of Officer)