Environmental Green Consulting Agreement


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									This document sets forth a template contract to be entered into between a consultant
and a company for the provision of environmental consulting services. The draft form
anticipates common issues such as the potential presence of hazardous materials, and
contains numerous comments and optional language to ensure such issues are
addressed. The agreement specified that the consultant is an independent contractor
and that the consultant will receive no employee benefits.
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of
the ___ day of _____, 20__, [Instruction: Insert date.] by and among _____
[Instruction: Insert company name.], a _____ [Instruction: Insert company
formation information.] ("Company"), and _____ [Instruction: Insert consultant’s
name.] ("Consultant").
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
WHEREAS, the Company desires to retain Consultant to provide services related to and
in support of efforts in which Consultant has expertise; and
WHEREAS, Consultant is in the business of providing such consulting services and
has agreed to provide the services in accordance with the terms and conditions set forth in
this agreement;
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
   1. Consultant shall furnish the Company with his best advice, information, judgment
      and knowledge with respect to the services related to and in support of efforts in
      which Consultant has expertise which is to be provided in accordance with this
      Agreement. Specifically, Consultant shall _____ [Comment: Insert specific
      duties Consultant shall have under Agreement.] (“Project”).
   2. Company shall retain Consultant as set forth in this Agreement with respect to
      _____ [Instruction: Insert what Consultant will do for Company.] of
      Company’s property located at _____. Company represents and warrants it is the
      sole and lawful owner of the Premises. [Instruction: Insert property location.
      If the property is not owned by Company, please revise the language to
      reflect correct owner and Company’s position with respect to the property]
   3. The Consultant will _____ [Instruction: Insert broad details of what
      consultant will do, e.g., perform and test sample borings and produce a
      findings report with respect to same.] Consultant, in its sole discretion, may
      retain the services of a qualified _____ [Instruction: Insert any additional
      services which Consultant may retain to perform services.] firm to assist with
      or to provide the required services. [Comment: Parties should state here who
      will pay for additional required services.]
   4. The term of this Agreement shall begin on _____ [Instruction: Insert
      commencement date.] and shall, subject to the provisions for termination and/or
      permitted extensions set forth herein, continue until and terminate on _____
      [Instruction: Insert termination date.].

© Copyright 2012 Docstoc Inc.                                                             2
   5. It is understood that the Project is based on the information provided by
      Company. If this information is incomplete or inaccurate, or if unexpected
      conditions are discovered, the Project may change, even as the work is in
      progress. In addition, Company may request additional services which will
      constitute a change in the Project. When a change in the Project is necessary, a
      written amendment to this Agreement shall be executed by Company and
      Consultant prior to Consultant commencing the change in the work or services. If
      Consultant believes an immediate change is necessary to protect human health or
      the environment, a written amendment incorporating the change shall be made as
      soon as is practicable, and Company’s consent to such amendments shall not be
      unreasonably withheld. In such instance, Consultant may prior to such written
      amendment, in its sole discretion, either continue work on the Project,
      incorporating such change as is necessary to protect human health or the
      environment or cease work on the Project until such amendment is executed. In
      the event Consultant continues to work on the Project, Company shall remain
      liable for payment for any such work. In the event Consultant ceases work on the
      Project until such amendment is executed, Consultant shall bear no liability for
      failure to diligently pursue work on the Project in such instance and such
      cessation shall not be deemed a breach of this Agreement or Consultant’s
      obligations hereunder. Further, the times set forth herein shall be tolled for each
      day Consultant ceases work on the Project until such amendment is executed.
   6. Consultant [Comment: If Company is to obtain, please revise accordingly.]
      shall obtain and maintain all permits, licenses or other approvals necessary to
      perform the Project, and upon request shall furnish copies of the same to
   7. Company acknowledges that subsurface or other concealed conditions on, below,
      or about the work site may vary from those conditions encountered in specific
      borings, surveys or explorations performed by Consultant and that the information
      and recommendations developed by Consultant are based solely on the
      information available from such borings, surveys, and explorations. Consultant
      shall bear no liability for failure to discover any hazardous substances or
      conditions on the Premises.
   8. Company shall notify Consultant of any known or suspected hazardous
      substances or conditions on the Premises upon which the Consultant’s Project is
      to be performed. Consultant shall have the right to rely on the accuracy of such
      Company-furnished information in its agreement to perform the Project. Such
      hazardous substances shall include but not be limited to any substance or
      condition which poses or may pose a present or potential hazard to human health
      or safety or an adverse impact upon the environment. Thereafter, Consultant shall
      take all reasonably necessary and appropriate measures to protect its employees,
      agents and subcontractors against possible hazards to health and safety and to
      prevent adverse impacts to the environment. At the time of the execution of this
      Agreement, the following known or suspected hazardous substances or conditions
      exist upon the Premises: _____ [Instruction: Insert applicable information.]

© Copyright 2012 Docstoc Inc.                                                           3
   9. If the presence of an unanticipated hazardous substance or condition is discovered
      during the performance of the Project which could pose a hazard to Consultant’s
      employees, agents and subcontractors, Consultant shall cease work and determine
      the necessary health and safety precautions to continue the Scope of Work. The
      cost of these necessary health and safety precautions shall be a change and shall
      be managed as set forth herein.
   10. If the services to be performed under the Project are to be performed on property
       controlled by Company, Company hereby grants Consultant and its
       subcontractors the right to enter from time to time in order for Consultant to fulfill
       the Project. Company understands that even though Consultant will take
       reasonable measures to return the property to the condition it was in before
       Consultant commenced its activities, the use of sampling and exploration
       equipment may cause some damage which cannot be fully corrected. Company
       also understands that the discovery of certain hazardous substances and conditions
       and/or the taking preventive measures relative to these substances and conditions
       may result in a reduction of the value of the property upon which the substance or
       condition is found to exist or the preventive measures are taken. Accordingly,
       Company waives any claim against Consultant and its subcontractors and agrees
       to defend, indemnify and hold Consultant and its subcontractors harmless from
       any claim based upon the diminished value of real property allegedly arising from
       the discovery of a hazardous substance or condition or the taking of a preventive
       measure, unless such claim is based upon the negligent performance of services
       under this Agreement.
   11. If the Project is to be performed on property controlled by Company, Company
       shall notify Consultant of the existence of any subterranean structures (pipes,
       tanks, cables, or other utilities, etc.) and Consultant shall not be liable for damage
       or injury arising from damage to subterranean structures which are not called to
       Consultant’s attention.
   12. If the Project is to be performed on property which is not controlled by Company,
       Company agrees to obtain permission from the party controlling the property to
       Consultant’s entry and the performance of the Project. Unless otherwise specified
       in this Agreement, it shall be assumed that Company does not know the location
       of any subterranean structures (pipes, tanks, cables, or other utilities, etc.) and it
       shall be Consultant’s obligation to ascertain such knowledge. [Comment: If any
      such structures are known, state here.]
   13. Consultant agrees to schedule its activities to minimize interference with the on-
       going operations and activities of Company or any third party whose property
       may be the subject of the Project. Consultant shall, and shall cause its
       subcontractors, to abide by all of Company’s facility rules and regulations
       regarding the protection of health and safety of employees and third parties, but it
       shall be Company’s obligation to make such rules and regulations known to the
       Consultant prior to Consultant commencing work at the Premises.
   14. For all services Consultant renders to the Company, the Company will pay
       Consultant $_____. [Instruction: Insert applicable payment agreement.] Late
       payments by Company shall be subject to late penalty fees of _____%

© Copyright 2012 Docstoc Inc.                                                               4
      [Instruction: insert number] per month from the due date until the amount is
   15. [Optional: If expenses are to be paid, same should be carefully set forth in
       this paragraph, including any testing expenses.] Company shall reimburse
       Consultant for all travel expenses, including but not limited to hotels, meals, etc.,
       in connection with servicing Company’s account. Such reimbursement shall not
       be limited to the above, and may include special services and charges originated
       on Company’s behalf by Consultant, incurred in servicing Company’s account.
   16. Soil, rock, water and/or other samples obtained pursuant to the Project are the
       property of Company. Consultant shall preserve such samples for no longer than
       sixty (60) calendar days after the issuance of any document that includes the data
       obtained from them, unless other arrangements are mutually agreed upon in
       writing. Although Company shall be the owner of such samples, Consultant,
       acting as a bailee and agent of Company, shall arrange for the lawful disposal of
       all samples. Disposal of contaminated samples shall be at _____. [Instruction:
       Insert price.] Although Company shall be the owner of all exploration debris,
       cuttings, pumpings, and borings generated by Consultant during the performance
       of the Project, Consultant, acting as a bailee and agent of Company, shall arrange
       for the lawful disposal of all exploration debris, cuttings, pumpings and borings
       generated during Consultant’s activities. Disposal of contaminated exploration
       debris shall be at _____ [Instruction: Insert price.].
   17. Consultant shall furnish ________ (_) [Instruction: Insert number of copies.]
       copies of each report produced in connection with this Agreement (each, a
       “Report”, collectively, the “Reports”). If paid for, Consultant’s Reports and the
       documents normally included in such Reports (laboratory results, boring logs,
       plume maps, etc.) are the property of Company. Consultant may retain a copy for
       Consultant’s records. All backup documents (field notes, internal calculations
       and drafts, etc.) shall remain the property of Consultant. However, Consultant
       shall treat its performance hereunder and all information generated in the
       performance of this Agreement, whether the property of Company or Consultant,
       as confidential, and shall not release such information to any governmental
       agency or third party without the written consent of Company, unless the release
       of such information is necessary to prevent injury to individuals or the
       environment, or is required by a lawful court order. Consultant shall not publicize
       the performance of the Project for Company in any sales brochure, resume of
       work, or reference list without Company’s written consent. Unless otherwise
       required by law, Consultant does not assume any obligation to and shall not report
       the results of its sampling, investigation, or analysis to any governmental
       authority or third party. Determining the need to report and the report of any
       hazardous substance or condition discovered as a result of Consultant’s
       performance shall be the obligation of Company.
   18. The Consultant shall obtain and maintain at all times during the term of this
       Agreement, the following insurance coverages: _____ [Instruction: Insert
       applicable required insurance coverages.].

© Copyright 2012 Docstoc Inc.                                                                  5
   19. All of Consultant’s services as set forth in this Agreement shall be performed
       according to the times set forth, absent any delay by an act or neglect of
       Company, or by labor disputes, fire, unusual delays in deliveries, unavoidable
       casualties or other causes beyond the Contractor’s control (including but not
       limited to acts of God, total or substantial destruction of the Possessions through
       no fault of Contractor, acts of war, actual or threatened acts of terrorism,
       insurrection or hostilities, acts of a public enemy, epidemics or quarantines,
       discovery of known or suspected hazardous substances or conditions or other
       causes similar to those enumerated) or by delay authorized by Company’s
       pending mediation or arbitration or by other causes which the Contractor
       determines may justify delay, then the performance date shall be extended by
       change order for such reasonable time as Contractor may determine.
   20. In the event of a breach hereunder and a failure to cure such breach within thirty
       (30) days of written notice of such breach, this Agreement may be terminated by
       either party upon written notice.
   21. The provisions of this Agreement are severable, and if any one or more provisions
       may be determined to be illegal or otherwise unenforceable, in whole or in part,
       the remaining provisions, and any partially enforceable provision to the extent
       enforceable in any jurisdiction, shall nevertheless be binding and enforceable.
   22. The rights and obligations of the Company under this Agreement shall inure to
       the benefit of and shall be binding upon the successors and assigns of the
       Company. The rights, obligations and duties of Consultant hereunder may not be
       assigned or delegated without the Company's prior written consent except that
       Consultant may assign its interest to a company formed by Consultant for the
       purpose of providing such services.
   23. The Company and Consultant are independent contractors. Both parties
       acknowledge and agree that Consultant's engagement hereunder is not exclusive
       and that either party may provide to, or retain from others similar services to those
       provided hereunder by Consultant, provided that it does so in a manner that does
       not otherwise breach this Agreement. Neither party is, nor shall claim to be, a
       legal agent, representative, partner or employee of the other, and neither shall
       have the right or authority to contract in the name of the other nor shall it assume
       or create any obligations, debts, accounts or liabilities for the other.
   24. The Consultant represents and warrants to the Company that he/she is under no
       contractual or other restrictions or obligations which are inconsistent with the
       execution of this Agreement, or which will interfere with the performance of
       his/her duties or provision of services hereunder. Consultant represents and
       warrants that the execution and performance of this Agreement will not violate
       any policies or procedures of any other person or entity for which he/she performs
       services concurrently with those performed herein.
   25. In performing the services, Consultant shall comply, to the best of his/her
       knowledge, with all business conduct, regulatory and health and safety guidelines
       established by the Company for any governmental authority with respect to the
       Company’s business.

© Copyright 2012 Docstoc Inc.                                                                6
   26. Consultant represents and warrants that it possesses the training, education,
       experience, skill, competence, and resources needed to properly perform the
       Work set forth in this Agreement. Consultant further represents and warrants that
       the work and services performed by Consultant under this Agreement will be
       conducted in a manner consistent with that level of care and skill ordinarily
       exercised by members of the Consultant’s profession currently practicing in the
       State of _________________. [Instruction: Insert state.] No other
       representation, warranty, or guarantee, express or implied, is intended.
   27. Pursuant to this Agreement, Consultant shall have no right to receive any
       Company employee benefits including, but not limited to, health and accident
       insurance, life insurance, sick leave and/or vacation.
   28. The Consultant acknowledges and agrees that it shall be solely responsible to pay
       any and all incomes taxes on any moneys earned from Company while
       performing services contemplated under this Agreement. The Consultant further
       acknowledges that the Company will not at any time withhold any taxes from the
       Company’s payments to the Consultant under this Agreement for the purposes of
       income tax or any other applicable taxes.
   29. Any notices or other communications required or permitted under this Agreement
       shall be in writing and shall be deemed to have been duly given and delivered
       when delivered in person, two (2) days after being mailed postage prepaid by
       certified or registered mail with return receipt requested, or when delivered by
       overnight delivery service or by facsimile to the recipient at the following address
       or facsimile number, or to such other address or facsimile number as to which the
       other party subsequently shall have been notified in writing by such recipient:
          If to the Company:
                  [Instruction: Insert Company notice information here.]
          If to the Consultant:
                  [Instruction: Insert Consultant notice information here.]
   30. Either party's failure to enforce any provision or provisions of this Agreement
       shall not in any way be construed as a waiver of any such provision or provisions
       as to prior or future violations thereof or of any other provision of this Agreement,
       nor prevent that party thereafter from enforcing each and every other provision of
       this Agreement. The rights granted the parties herein are cumulative and the
       waiver by a party of any single remedy shall not constitute a waiver of such
       party's right to assert all other legal remedies available to him or it under the
   31. This Agreement will be governed by and interpreted in accordance with the
       substantive laws of the State of _____ [Instruction: Insert state.] without
       reference to conflicts of law. [Comment: Parties may wish to consider
       including alternative dispute resolution provisions.]
   32. The various captions and section headings contained in this Agreement are
       inserted only as a matter of convenience and in no way define, limit or extend the
       scope or intent of any of the provisions of this Agreement.

© Copyright 2012 Docstoc Inc.                                                              7
   33. The pronouns used herein shall include, where appropriate, either gender or both,
       singular and plural.
   34. With respect to its subject matter, this Agreement constitutes the entire
       understanding of the parties superseding all prior agreements, understandings,
       negotiations and discussions between them whether written or oral, and there are
       no other understandings, representations, warranties or commitments with respect
   35. This Agreement may be signed in one or more counterparts, each of which when
       exchanged will be deemed to be an original, binding upon the parties as if a single
       document had been signed by all, and all of which when taken together will
       constitute the same agreement. Any true and correct copy of this Agreement
       made by customary, reliable means (e.g., photocopy or facsimile) shall be treated
       as an original.
   36. No modification to this Agreement, nor any waiver of any rights, will be effective
       unless assented to in writing by the party to be charged.
   37. The person(s) executing this agreement hereby represent and warrant that each
       respectively has the authority to execute this agreement on behalf of the party for
       which he is executing.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first written above.


[Instruction: Insert Company signature block]

[Comment: Be sure when executing the document the signature pages also have
some portion of the text of the document.]

© Copyright 2012 Docstoc Inc.                                                                8

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