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Master Services Agreement (North America) Reference no: 12686979 This Master Services Agreement (hereinafter “Agreement”) is effective this _______ day of ___________ 20___, (“Effective Date”) between GHD Consulting Services Inc., a New York corporation (hereinafter “GHD”) and Town of Hamburg (hereinafter “Client”) (which are collectively referred to as the “Parties” or individually as a “Party”). Premises: I. GHD specializes in providing professional services which include, without limitation, engineering, design, consulting, remediation, emergency response, construction phase services and other professional services to companies such as Client. II. Client desires to hire GHD to provide such services to Client at various times and places and GHD desires to provide such services to Client. III. Whenever Client desires to hire GHD to perform such services, such services will be described in a project specific Work Authorization that will be subject to the terms of this Agreement. In consideration of the foregoing premises and mutual promises set forth herein, the Parties agree as follows: 1. Scope of work. (a) Pursuant to the terms and subject to the conditions of this Agreement, from time to time, Client may request that GHD perform certain services set forth in a Scope of Work which will be described in a written work authorization in the form attached as Exhibit “A” to this Agreement or as the Parties otherwise agree (a “Work Authorization”). GHD will undertake services only upon execution of a Work Authorization. (b) Each Work Authorization will be subject to the terms and conditions of this Agreement. Except for the information included in each Work Authorization, GHD and Client will look solely to this Agreement for all terms and conditions relating to the performance of the services. Each Work Authorization will constitute and be construed as a separate agreement between the Parties and will apply only to the services referenced in such Work Authorization. To the extent there is any conflict between the provisions of this Agreement and a Work Authorization, the terms of this Agreement shall control the rights and obligations of the Parties, unless a properly executed Work Authorization expressly amends and supersedes this Agreement. (c) GHD shall perform the services set forth in the Scope of Work contained in a Work Authorization. It is understood that the services will be based on facts known and laws in place at the time of execution of each Work Authorization. Each Party will promptly inform the other in writing if facts are discovered that indicate that 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 Work Authorization (an “Amendment”). (d) Time for performance of the services will be agreed upon at the time of each Work Authorization and set forth therein. If no specific periods of time or specific dates for providing services are specified in a Work Authorization, GHD's obligation to render services under such Work Authorization will be for a period that may reasonably be required for the completion of said services. 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 to the Work Authorization 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. GHD | Q1153 Master Services Agreement (North America) | September 2024 The Power of Commitment 1 49