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ATTACHMENT A
<br />TRANSPORTATION COLLABORATIVE & CONSULTANTS, LLC
<br />STANDARD TERMS AND CONDITIONS
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<br />1. Applicability; Basic Agreement. These Standard Terms and Conditions (these “Terms”) govern the purchase of
<br />engineering services (the “Services”)byClientfrom Transportation Collaborative & Consultants, LLC, a Delaware limited
<br />liability company (“TC2”). The Proposal for Professional Services to which these Terms are attached and these Terms
<br />(collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous
<br />understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These
<br />Terms prevail over any of Client’s general terms and conditions of sale regardless whether or when Client has submitted its sales
<br />confirmation or such terms. This Agreement expressly limits Client’s acceptance to the terms of this Agreement. TC2 shall
<br />provide, or cause to be provided, the Services as described in this Agreement, and Client shall pay TC2 for such Services in
<br />accordance with the terms of this Agreement.
<br />2. Payment Procedures. TC2 will prepare a monthly invoice in accordance with TC2’s standard invoicing practices and
<br />submit the invoice to Client. Invoices are due and payable within 30 days of receipt. If Client fails to make any payment due
<br />TC2 for services and expenses within 30 days after receipt of TC2’s invoice, the amounts due TC2 will be increased at the rate
<br />of 1.5% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day. In addition, TC2 may,
<br />without liability, after giving seven days written notice to Client, suspend the Services under this Agreement until Client has paid
<br />TC2 in full all amounts due for Services, expenses, and other related charges. Payments will be credited first to interest and then
<br />to principal.
<br />3. Opinions of Construction Costs. Any opinions of costs, construction or otherwise, by TC2 represent its judgement as a
<br />design professional and are furnished for the general guidance of Client. Since TC2 has no control over the cost of labor, materials,
<br />market conditions, or competitive bidding, TC2 does not guarantee the accuracy of such cost opinions as compared to contractor
<br />or supplier bids or actual cost to Client.
<br />4. Termination. Either party may terminate this agreement by providing written notice at least fourteen (14) days in advance
<br />of the termination date. Upon termination, Client shall pay TC2 all fees for Services performed through the termination date.
<br />5. Client’s Responsibilities. During the term of this Agreement, Client shall (at its sole cost and expense): (a) provide TC2
<br />with all information as to Client’s requirements for the Project and any other information related to the Project that TC2 reasonably
<br />requests; (b) designate in writing a person authorized to act as the Client’s representative, and Client or its representative shall
<br />receive and examine documents submitted by TC2, interpret and define Client’s policies and render decisions and authorizations
<br />in writing promptly to prevent unreasonable delay in the progress of the Services; (c) provide for full and free access for TC2 to
<br />enter upon all property required for the performance of TC2’s Services under this Agreement; (d) give prompt notice to TC2
<br />whenever the Client observes or otherwise becomes aware of any defect in the Project or other event, which may substantially
<br />affect TC2’s performance of the Services; and (e) shall perform all of its responsibilities under this Agreement in a prompt manner
<br />so as not to prevent TC2from performing the Services in a timely manner.
<br />6. General Considerations.
<br />(a) Standard of Services. TC2 shall perform the Services with the care and skill ordinarily used by members of the
<br />subject profession practicing under similar circumstances at the same time and in the same locality. TC2 makes no other
<br />warranties, express or implied, under this Agreement or otherwise, in connection with TC2’s Services. TC2 and its consultants
<br />may use or rely upon the design services of others, including, but not limited to, consultants, subcontractors, contractors,
<br />manufacturers, and suppliers. Client shall be responsible for, and TC2 may reply upon, the accuracy and completeness of all
<br />requirements, programs, instructions, reports, data, and other information furnished by Client to TC2 pursuant to this Agreement.
<br />TC2 may use such requirements, programs, instructions, reports, data, and other information in performing or furnishing services
<br />under this Agreement.
<br />(b) Engineering Designs.
<br />(i) All design documents prepared or furnished by TC2 are instruments of service, and TC2 retains all right,
<br />title and ownership (including the copyright and the right of reuse) to such documents, whether or not the Project is completed.
<br />Client may not reuse such design documents and agrees to indemnify, defend and hold TC2 harmless from any any and all
<br />damages, losses, liabilities, and expenses, including reasonable attorney’s fees, in connection with such unauthorized reuse. If
<br />there is a discrepancy between the electronic files and the hard copies, the hard copies govern.
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