ENVIRONMENTAL COMPLIANCE REPORT & CERTIFICATION

(New York Jurisdiction – Template)

[// GUIDANCE: This template is intentionally comprehensive. Use the bracketed placeholders to insert deal-specific information and delete any provisions that are unnecessary for the particular engagement. All capitalized terms are defined in Section II unless the context otherwise requires.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Parties
    1.1 [REPORTING PARTY LEGAL NAME], a [STATE] [ENTITY TYPE] (“Issuer”); and
    1.2 [RECIPIENT LEGAL NAME], a [STATE] [ENTITY TYPE] (“Recipient”).

2. Recitals
    A. Issuer owns, operates, or otherwise controls the Facility identified in Schedule A.
    B. Recipient requires an environmental compliance assessment with respect to the Facility.
    C. Issuer desires to provide, and Recipient desires to rely upon, the representations, covenants, and certifications contained in this Report.

3. Consideration
    The mutual promises herein constitute good and valuable consideration, the receipt and sufficiency of which are acknowledged.

4. Effective Date: [EFFECTIVE DATE]

5. Governing Law: Federal and New York environmental law, as more fully set forth in Section VIII.1.

II. DEFINITIONS

For ease of reference, the following terms have the meanings set forth below. All cross-references are to the Section numbers in this Report.

“Applicable Environmental Laws” — Collectively, (a) the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.; (b) the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; (c) the Clean Water Act, 33 U.S.C. § 1251 et seq.; (d) the Clean Air Act, 42 U.S.C. § 7401 et seq.; (e) the New York Environmental Conservation Law (“ECL”); (f) the New York State Environmental Quality Review Act (“SEQRA”), N.Y. ECL Art. 8; (g) 6 NYCRR Parts 200-750 (NYSDEC regulations); and (h) any other applicable federal, state, or local statute, regulation, ordinance, or common-law duty relating to pollution, protection of the environment, Hazardous Materials, Releases, or human health and safety.

“Cleanup Costs” — Reasonable, out-of-pocket costs actually incurred in investigating, monitoring, remediating, or responding to a Release, including costs of removal, disposal, treatment, or corrective action, but excluding consequential or punitive damages.

“Environmental Court” — The division of the New York State Supreme Court or federal court possessing jurisdiction over environmental matters, or any successor tribunal designated by statute.

“Facility” — The real property, improvements, fixtures, and operations located at [FACILITY ADDRESS OR DESCRIPTION].

“Hazardous Material” — Any pollutant, contaminant, hazardous substance, hazardous waste, petroleum product, or toxic chemical regulated under Applicable Environmental Laws.

“Permits” — All permits, licenses, certificates, approvals, or other governmental authorizations required under Applicable Environmental Laws for the ownership, occupancy, or operation of the Facility.

“Release” — Any spilling, leaking, pumping, pouring, emitting, emptying, discharging, or disposing of a Hazardous Material into the environment in violation of Applicable Environmental Laws.

[// GUIDANCE: Add or delete definitions as needed; maintain alphabetical order.]

III. OPERATIVE PROVISIONS

1. Scope of Report
    Issuer shall prepare and deliver to Recipient (a) this Report, (b) the data sheets and analytical results listed in Schedule B, and (c) any supplemental information reasonably requested by Recipient.

2. Performance Standard
    Issuer shall conduct its assessment (i) in accordance with ASTM E1527-21 (or successor standard) and NYSDEC guidance, and (ii) by or under the supervision of an environmental professional meeting 40 C.F.R. § 312.10.

3. Delivery Date
    Issuer shall deliver the final Report no later than [DELIVERY DATE]. Time is of the essence.

4. Consideration / Fees
    Recipient shall pay Issuer the fixed fee of [$_] within [_] days after receipt of a correct invoice. Failure to pay when due shall constitute a Payment Default under Section VI.1(b).

5. Conditions Precedent
    Issuer’s obligations are conditioned on Recipient’s timely (a) grant of reasonable site access, (b) provision of historical documents in its possession, and (c) cooperation with sampling activities.

IV. REPRESENTATIONS & WARRANTIES

1. By Issuer
    (a) Legal Existence. Issuer is duly organized, validly existing, and in good standing.
    (b) Authority. Issuer has full power to execute and deliver this Report.
    (c) Compliance. To Issuer’s Knowledge, the Facility is in material compliance with Applicable Environmental Laws and all required Permits are in full force and effect.
    (d) No Notices. Issuer has not received any written notice of violation, enforcement, or liability under Applicable Environmental Laws that remains outstanding.
    (e) Accuracy. All data and analyses provided are true, complete, and accurate in all material respects.

2. Survival
    All representations and warranties survive for a period of [__] years after the Effective Date.

[// GUIDANCE: “Knowledge” can be defined if additional clarity is desired.]

V. COVENANTS & RESTRICTIONS

1. Continuing Compliance
    Issuer shall at all times:
    (a) Maintain all Permits;
    (b) Operate the Facility in accordance with Applicable Environmental Laws; and
    (c) Promptly implement any corrective actions required by a Governmental Authority.

2. Notice & Cure
    Issuer shall provide written notice to Recipient within five (5) Business Days after (a) receipt of any Notice of Violation relating to the Facility, or (b) discovery of a Reportable Release. Issuer shall promptly cure or remediate any such condition in compliance with NYSDEC-approved remedial standards.

3. Access Right
    Recipient (and its consultants) may, upon reasonable notice, enter the Facility to verify compliance, provided such entry does not unreasonably interfere with Facility operations.

VI. DEFAULT & REMEDIES

1. Events of Default
    (a) Environmental Default: Breach of Section V.1 or any unremedied Release.
    (b) Payment Default: Failure to remit any amount due within ten (10) days after written notice.
    (c) Misrepresentation: Material inaccuracy in any Issuer representation or warranty.

2. Notice & Cure
    Issuer shall have (a) fifteen (15) days to cure a Payment Default, and (b) thirty (30) days to commence and diligently pursue cure of any other Default, unless a shorter period is mandated by a Governmental Authority.

3. Remedies
    (a) Recipient may suspend reliance on the Report.
    (b) Recipient may invoke the Indemnity in Section VII.1.
    (c) Recipient may seek injunctive relief compelling compliance or remediation.
    (d) Recipient may recover reasonable attorneys’ fees and costs incurred in enforcement.

4. Cumulative Rights
    Remedies are cumulative and not exclusive.

VII. RISK ALLOCATION

1. Indemnification (Environmental Liability)
    Issuer shall defend, indemnify, and hold harmless Recipient and its Related Parties from and against all Claims, including Cleanup Costs, arising from (a) Issuer’s breach of this Report, (b) any Release caused by Issuer, or (c) Issuer’s violation of Applicable Environmental Laws, except to the extent caused by Recipient’s negligence or willful misconduct.

2. Limitation of Liability
    Issuer’s aggregate liability under this Report shall not exceed the Cleanup Costs actually incurred; provided, however, that such cap does not apply to claims arising from Issuer’s gross negligence, willful misconduct, or fraudulent misrepresentation.

3. Insurance
    Issuer shall maintain (a) Commercial General Liability insurance with limits of not less than [$_] per occurrence, and (b) Pollution Legal Liability coverage with limits of not less than [$___] per incident, each naming Recipient as an additional insured.

4. Force Majeure
    Neither party shall be liable for delay or failure in performance due to acts of God, war, pandemic, governmental action, or other events beyond its reasonable control, provided the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate.

VIII. DISPUTE RESOLUTION

1. Governing Law
    This Report is governed by and construed in accordance with (a) the federal environmental laws of the United States, and (b) the laws of the State of New York, without regard to its conflicts-of-law rules.

2. Forum Selection
    Exclusive jurisdiction lies in the Environmental Court located in [COUNTY], New York, except as provided in Section VIII.3.

3. Arbitration (Limited Scope)
    Any dispute that (a) is purely monetary and (b) does not involve injunctive or declaratory relief shall, at Recipient’s election, be resolved by binding arbitration under the Commercial Rules of the American Arbitration Association, conducted in [CITY], New York.

4. Jury Waiver
    [OPTIONAL—SELECT ONE:]
    ☐ Each party irrevocably waives trial by jury in any action arising out of this Report.
    ☐ (Reserved—no jury waiver.)

5. Preservation of Injunctive Relief
    Nothing herein shall limit either party’s right to seek injunctive or equitable relief in a court of competent jurisdiction to prevent or remediate environmental harm.

IX. GENERAL PROVISIONS

1. Amendment & Waiver
    No amendment or waiver is effective unless in writing signed by both parties. A waiver on one occasion is not a waiver of any subsequent breach.

2. Assignment
    Neither party may assign this Report without the other party’s prior written consent, except that Recipient may assign to an Affiliate or successor in interest.

3. Successors & Assigns
    This Report binds and benefits the parties and their respective successors and permitted assigns.

4. Severability
    If any provision is held invalid, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary.

5. Integration
    This Report (including Schedules) constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior discussions.

6. Counterparts; Electronic Signatures
    This Report may be executed in counterparts, each of which is deemed an original. Electronic signatures (e.g., via DocuSign) are deemed valid and enforceable.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned have executed this Environmental Compliance Report & Certification as of the Effective Date.

[// GUIDANCE: Add notary acknowledgments or witness lines if required by deal practice or local law.]

SCHEDULE A – Facility Information

[Insert legal description, tax lot numbers, site maps, and operational summary.]

SCHEDULE B – Data Sheets & Analytical Results

[List laboratory reports, chain-of-custody forms, site photographs, and sampling logs.]

[// GUIDANCE: Review NYSDEC technical guidance (DER-10) if soil or groundwater samples will be collected. Confirm that all permits referenced are accurately identified. This template should be conformed to any lender-specific or agency-specific requirements (e.g., HUD, SBA) as applicable.]