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consent of another entity or individual for GHD to act for such entity or individual, or for Client, in connection with this Agreement or any future engagement. g. Severability and survival. The Parties agree that, in the event one or more of the provisions or a portion thereof of this Agreement should be declared void or unenforceable, the remaining provisions shall not be affected and shall continue in full force and effect. The Parties also agree that the obligations and representations which by their nature are intended to survive the termination of this Agreement, including but not limited to those pertaining to indemnification, limitations of liability, and intellectual property, shall survive the termination of this Agreement. h. Governing law. This Agreement shall be governed by the laws of the State in which the project site is located. i. No Construction or adverse inference. The Parties have been provided an opportunity to negotiate the terms of this Agreement. The terms and conditions contained therein shall not be construed in favor of or against any Party. j. Language preference. It is the express wish of the Parties that this Agreement and all related documents, including notices and other communications, be drawn up in the English language only. Il est la volonté expresse des parties que cette Entente et tous les documents s’y rattachant, incluant les avis et les autres communications, soient rédigés et signés en anglais seulement. k. Authority to sign. Each of the persons signing below on behalf of any Party hereby represents and warrants that they are signing with full and complete authority to bind the Party on whose behalf they are signing to every term of this Agreement. This Agreement may be executed in counterparts, each of which will be deemed an original and which together will constitute one and the same instrument. l. Entire agreement. This Agreement, including all attached Exhibits and documents referenced in those Exhibits, constitute the complete and final agreement between GHD and Client regarding the subject matter hereof. This Agreement supersedes all prior or contemporaneous communications, representations, undertakings, or understandings of the Parties, whether oral or written, relating to the services and subject matter of this Agreement, except to the extent that such prior communications have explicitly been incorporated into the Agreement or one of the attached Exhibits. Modifications of this Agreement shall not be binding unless made in writing and signed by an authorized representative of each Party. In witness whereof, GHD and Client have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. GHD Client GHD Consulting Services Inc. Robert P. Lannon Jr., PE Project Director Gary Dickson Supervisor GHD | 12681649-AGR-Q1150 Professional Services Agreement (US).docx | 8 Page 62 of 192