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DocuSign Envelope ID: 8D759C14- 37D5- 44D8- A8F3- B194B7034410
<br />PROFESSIONAL SERVICES AGREEMENT
<br />THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is entered into as of the date set forth
<br />below, by and between HART & HICKMAN, P.C., a North Carolina professional corporation ( "H &H "), and the
<br />company set forth below ( "Client ").
<br />1. Scone of Services. The scope of services shall consist of consulting and engineering services as agreed to
<br />by H &H and Client. The scope of services may be modified from time to time as agreed to by the parties.
<br />2. Professional Service Charges. For the performance of its services, H &H shall be paid by Client on a lump
<br />sum basis for the proposed lump sum services. In the event that additional H &H Client- approved services are required
<br />beyond the proposed lump sum services, H &H shall be paid by Client in accordance with the fees listed on Exhibit A
<br />attached hereto, including Tables A -1 and A -2, which fees are subject to change each calendar year. For all services,
<br />H &H will issue progress invoices to Client every four (4) weeks which will be payable upon receipt by Client. Interest
<br />of one and one -half percent (1.5 %) per month will be payable on any amounts not paid within thirty (30) days of receipt
<br />of an invoice by Client and such interest charges will be accrued on subsequent invoices. Any attorneys' fees incurred
<br />by H &H in collecting any delinquent amount shall be incorporated into invoices as such charges are incurred and shall
<br />be paid by the Client in full.
<br />3. Insurance. Insurance coverage shall be maintained by H &H in accordance with the limits indicated in Exhibit
<br />B attached hereto.
<br />4. Standard of Care. H &H's services will be performed, within the limits prescribed by this Agreement, in a
<br />manner consistent with that level of care and skill ordinarily exercised by members of the same profession currently
<br />practicing in the same geographic area under similar conditions. No other guaranty, warranty or representation, either express
<br />or implied, is included or intended herein or in H &H's proposals, contracts or reports. Client agrees to provide H &H prompt
<br />written notice of any defect or suspected defect in its services.
<br />5. Limitation of Liability.
<br />A. Client acknowledges that, as of the date of this Agreement, H &H has neither created nor contributed to the
<br />existence of any hazardous, radioactive, toxic or otherwise dangerous substance or condition at the project site, and its
<br />compensation hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by exposure
<br />to such substances or conditions. Accordingly, notwithstanding any other provision herein, H &H shall not be subject to any
<br />liability whatsoever, whether arising in tort, contract or otherwise, on behalf of H &H, its officers, employees, agents or
<br />subcontractors (collectively, the "H &H Parties "), for any actual or alleged loss arising directly or indirectly from the release
<br />or threatened release or handling of pre - existing or Client - generated Hazardous Substances and Waste (as defined in Section
<br />11) at or near the project site.
<br />B. The H &H Parties shall not be liable for indirect or consequential damages, including, without limitation, loss of
<br />use and loss of profits.
<br />C. In addition to the limitations expressed above, and notwithstanding any other provision herein, the liability of
<br />the H &H Parties shall be limited to injury or loss caused by the negligence of the H &H Parties, and Client agrees that the
<br />liability of the H &H Parties shall be fin-ther limited as follows: (1) the liability of the H &H Parties for any and all actual or
<br />alleged injury or loss arising directly or indirectly from (a) professional errors and omissions and/or (b) environmental
<br />impairment or pollution, shall not exceed the amount of H &H's fee for the project or $50,000; and (2) any other claim(s)
<br />of any kind whatsoever against the H &H Parties shall be limited to an amount not to exceed $100,000.
<br />D. But for the inclusion of Sections 5 and 6, H &H's compensation for services for services would otherwise be
<br />greater and/or H &H would not have entered into this Agreement.
<br />6. Indemni . Client agrees to indemnify and hold harmless the H &H Parties to the fullest extent permitted by
<br />law from and against any and all actual or alleged loss, including attorneys' fees and other reasonable costs of defense, (1) for
<br />loss caused by the negligence or willful misconduct of Client, its officers, employees, or its other agents, contractors or
<br />subcontractors, and (2) for any third -party claim for loss arising from the performance of services under this Agreement by
<br />the H &H Parties, but only to the extent that such loss exceeds the relevant amount of H &H's liability specified in Section 5
<br />above.
<br />In the event Client makes a claim against an H &H Party at law or otherwise, for any alleged error, omission or other
<br />act arising out of the performance of the professional services rendered pursuant to this Agreement, and to the extent that
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<br />SMARTER ENVIRONMENTAL 5AOLUTION5
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