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4i TRC Attachment 2 TERMS AND CONDITIONS 1.0 SERVICES TRC Environmental Corporation ("Consultant") will provide consulting and other professional services on behalf of Geosyntec Consultants, Inc. ("Client") as described in the Scope of Work set forth In Proposal Number 448925.9990, Revision 1(the "Proposal"). Unless otherwise stated, Consultant's Proposal to perform the Scope of Work expires 120 days from its date and may be modified or withdrawn by Consultant prior to receipt of Client's acceptance. The offer and acceptance of any services or goods covered by the Proposal is conditioned upon these Terms and Conditions. Any additional or different terms and conditions proposed by Client are objected to and will not be binding upon Consultant unless specifically agreed to in writing by Consultant. An order or statement of intent to purchase Consultant's services, or any direction to proceed with, or acquiescence in the commencement of work shall constitute consent to these Terms and Conditions. 2.0 COMPENSATION 2.1 Consultant will invoice for Its services as described in the Proposal. Prices or rates quoted do not include state or local taxes where applicable. Our services may include reimbursable expenses, which are charges incurred for travel, transportation, temporary lodging, meals, telephone calls, fax, postage, courier service, photographic, photocopying, and other fees and costs reasonably incurred in connection with the services. 2.2 Unless otherwise stated in the Proposal, Consultant will submit Invoices for services related to the Scope of Work on at least a monthly basis, and Client will make payment within thirty (30) days of receipt of Consultant's invoices. If Client objects to any portion of an Invoice, the Client will notify Consultant within fifteen (15) days from the date of receipt of the invoice and will pay that portion of the invoice not in dispute, and the parties shall immediately make every effort to settle the disputed portion of the invoice. 2.3 If Client fails to make any payment due to Consultant within thirty (30) days after receipt of an invoice, then the amount due Consultant will increase at the rate of 1.5 percent per month after the 30th day. If a retainer has been required and the Client has not paid the invoice within thirty (30) days, TRC shall be entitled to draw upon the retainer to satisfy the -past due invoice. In addition, Consultant may, after giving seven (7) days' written notice to Client, suspend its services and any deliverables until Consultant has been paid In full for all amounts outstanding more than thirty (30) days. In the event that Consultant must resort to legal action to enforce collection of payments due, Client agrees to pay attorneys' fees and any other costs resulting from such action. 3.0 CLIENT RESPONSIBILITIES 3.1 Client will designate in writing the person or persons with authority to act in Client's behalf on all matters concerning the services to be performed by Consultant for Client. 3.2 Client will furnish to Consultant all existing studies, reports, data and other information available to Client which may be necessary for performance of the services, authorize Consultant to obtain additional data as required, and furnish the services of others, where necessary, for the performance of the Scope of Work. Consultant will be entitled to use and rely upon all such information and services. 3.3 Unless otherwise stated in the Proposal, Client shall be responsible to provide Consultant access to the work site or property to perform the work. 4.0 PERFORMANCE OF SERVICE 4.1 Consultant's services will be performed in conformance with the Scope of Work set forth in the Proposal. 4.2 Additional services will be performed and completed in conformance with any supplemental proposals or Scopes of Work approved In writing by the Client. 4.3 Consultant's services for the Scope of Work will be considered complete at the earlier of (1) the date when Consultant's report is accepted by the Client or ([I) thirty (30) days after the date when Consultant's report is submitted for final acceptance, if Consultant is not notified in writing within such 30 -day period of a material defect in such report. 4.4 If any time period within or date by which any of Consultant's services are to be performed is exceeded for reasons outside of Consultant's reasonable control, all rates, measures and amounts of compensation and the time for completion of performance shall be subject to equitable adjustment. 5.0 CONFIDENTIALITY Consultant will hold confidential all information obtained from Client, not otherwise previously known to us, unless such information comes into the public domain through no fault of ours, is furnished to us by a third party who is under no obligation to keep such information confidential, or Is Independently developed by us. Proposal Number 448929.9990, Revision 1