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Spheros Environmental | www.spherosenv.com | Page 9
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<br />purposes of this Section VI only, “Receiving Party’s
<br />Group” shall mean the Receiving Party’s affiliates and
<br />its or their employees, officers, directors, shareholders,
<br />partners, members, managers, agents, independent
<br />contractors, service providers, sublicensees,
<br />subcontractors, attorneys, accountants, and financial
<br />advisors. The terms of this Section VI shall survive and
<br />remain in force after any termination or expiration of
<br />this Agreement.
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<br />VII. HEALTH AND SAFETY. Spheros has full
<br />responsibility for safety of its employees and agents,
<br />including providing appropriate safety equipment for
<br />its field personnel. In performance of the work, Spheros
<br />shall (a) comply with applicable federal, state and local
<br />statutes, regulations and ordinances regarding health
<br />and safety, and (b) prepare and comply with its own
<br />Health and Safety Plan, as well as any Health and Safety
<br />Plan prepared by Client and delivered to Spheros prior
<br />to commencement of the Services for the site.
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<br />VIII. SITE ENVIROMENTAL CONDITIONS. Client
<br />shall furnish or make available to Spheros such
<br />documents and information that relate to the identity,
<br />location, quantity, nature, or characteristics of any
<br />petroleum products, hazardous materials or asbestos
<br />at, on, or under the site. If, at any time, evidence of the
<br />existence or possible existence of such substances is
<br />discovered, Spheros reserves the right to stop work and
<br />renegotiate any consulting agreement and, the fees for
<br />our services and our continued involvement in the
<br />project. Spheros will promptly notify Client of any
<br />unanticipated hazardous materials or suspected
<br />hazardous materials it discovers. In the event that
<br />Spheros removes any pre-existing materials, Spheros
<br />may, but not shall be required to, assist the Client in
<br />characterization and handle the pre-existing materials
<br />in accordance with applicable federal, state and local
<br />laws, rules, regulations and ordinances. Client shall be
<br />responsible for signing any manifest that may be
<br />required to ship pre-existing hazardous materials off
<br />site. At no time whatsoever shall Spheros be
<br />considered or assume the responsibilities of a
<br />generator of any pre-existing petroleum, chemical or
<br />hazardous material located on or about the site where
<br />the work is performed. The discovery of hazardous
<br />materials or suspected hazardous materials may make
<br />it necessary for Spheros to take immediate measures to
<br />protect human health and safety and/or the
<br />environment. Client agrees to compensate Spheros for
<br />the cost of any and all measures that, in our
<br />professional onsite judgment are justified to preserve
<br />and protect the health and safety of our personnel,
<br />Client’s employees and/or the public, and/or the
<br />environment. In addition, Client waives any claims
<br />against Spheros and, to the full extent permitted by
<br />law, agrees to indemnify, defend and hold Spheros
<br />harmless from any and all claims, damages and liability,
<br />including but not limited to cost of defense, in any way
<br />connected with petroleum products, hazardous
<br />materials or asbestos.
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<br />IX. CLIENT OBLIGATIONS AND SITE ACCESS.
<br />Client shall at its cost and at such times as may be
<br />required by Spheros for the successful and timely
<br />completion of Services: (a) provide unimpeded and
<br />timely access to any site, including third party sites if
<br />required (b) provide an adequate area for Spheros’s
<br />site office facilities, equipment storage, and employee
<br />parking; (c) furnish all construction utilities and utilities
<br />releases necessary for the Services; (d) provide the
<br />locations of all subsurface structures, including piping,
<br />tanks, cables, and utilities; (e) approve all locations for
<br />digging and drilling operations; (f) obtain all permits
<br />and licenses which are necessary and required to be
<br />taken out in Spheros’s name for the Services; (g)
<br />cooperate with Spheros in all matters relating to
<br />Services; and (h) respond and provide promptly to any
<br />Spheros requests for information, material,
<br />authorizations, approvals, or other items reasonably
<br />necessary to provide or complete Services. Spheros will
<br />not be liable for damage or injury arising from damage
<br />to subsurface structures that are not disclosed in
<br />writing to Spheros in connection with its work.
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<br />X. COST ESTIMATES. If included in the Services,
<br />Spheros will provide cost estimates based upon
<br />Spheros’s experience on similar projects, which are not
<br />intended for use by Client or any other party in
<br />developing firm budgets or financial models, or in
<br />making investment decisions. Such cost estimates
<br />represent only Spheros’s judgment as a professional
<br />and, if furnished, only for Client’s general guidance and
<br />are not guaranteed as to accuracy.
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<br />XI. LIMITED WARRANTY AND REMEDIES.
<br />Spheros represents and warrants to Client that it shall
<br />perform the Services with the standard of care,
<br />diligence and skill ordinarily exercised by firms
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