Environmental Green Consulting Agreement

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Environmental Green Consulting Agreement Powered By Docstoc
					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.
           ENVIRONMENTAL/GREEN CONSULTING AGREEMENT
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").
                                    WITNESSETH:
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
and
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]
      (“Premises”).
   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.].




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   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
      Company.
   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
       s
				
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Description: 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.