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Professional Services Agreement (US) Reference no: 12681649 This Professional Services Agreement (hereinafter “Agreement”) is effective this ____ day of _________ 2026, (“Effective Date”) between GHD Consulting Services Inc., a New York corporation (hereinafter “GHD”) and Town of West Seneca (hereinafter “Client”) (which are collectively referred to as the “Parties” or individually as a “Party”). In consideration of the mutual promises set forth herein, the Parties agree as follows: 1. Scope of work. GHD shall perform the services set forth in the Scope of Work which is attached hereto as Exhibit "A". It is understood that the Scope of Work will be based on facts known and laws in place at the time of execution of this Agreement. Each Party will promptly inform the other in writing if facts are discovered that indicate that this Agreement or Scope of Work may need to be modified. If there is a change in law or project assumptions which materially affect either Party’s obligations hereunder, upon receiving or providing the notice described above, the Parties shall execute an amendment which will include, at a minimum, a description of the proposed modifications and their effect on the scope, fees, and timelines specified in the Scope of Work (an “Amendment”). 2. Changes in the services. a. Except for additional services required due to the fault of GHD, any change to the scope, schedule, extent, or character of the services shall be set forth in a written Amendment which is agreed upon and signed by GHD and Client. b. Unless otherwise provided herein, GHD shall not be required to perform any additional services unless the Amendment sets forth the scope of the additional services and any adjustment in compensation for, and/or the time to perform, such additional services. c. GHD shall also be entitled to an Amendment setting forth an equitable adjustment to its compensation, based on standard rates for professional services and expenses, if any information provided by, or on behalf of, Client is not complete and/or accurate or, as a result of the services performed hereunder, GHD or any GHD employees are required to give evidence before, or provide any information to, a court or other competent authority. d. GHD shall have no liability for any delay, and the services completion date shall be extended by the equivalent time, associated with Client’s delay in executing an Amendment. 3. Payment for services. a. For services rendered on a time plus expense basis: i. The fees will be in accordance with the fee schedule set forth in the Scope of Work. GHD's rates stated in the fee schedule are subject to revision on a periodic basis, following notice to Client. Personnel rates are all-inclusive, including overhead and profit. ii. GHD shall be reimbursed for all reasonable expenses actually incurred in connection with the services, plus reasonable markup as specified in the Scope of Work, plus reasonable travel and living expenses of GHD staff; communication and technology charges; printing and reproduction costs; photographic expenses; advertising for bids; special delivery and express charges; and costs of providing and maintaining site offices, supplies, and equipment. iii. For services performed or goods supplied by GHD’s subcontractors, Client shall pay GHD for the cost of such services or goods plus markup, as specified in the Scope of Work. b. For services rendered on a lump sum, unit price, or fixed fee basis, Client shall pay GHD for services that are rendered on a percentage complete or task complete basis as specified in the Scope of Work. The fees are all-inclusive, including overhead and profit, and apply to all labor. The Power of Commitment GHD | 12681649-AGR-Q1150 Professional Services Agreement (US).docx | 1 Page 55 of 192