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(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. (e) If the Work Authorization includes providing professional services in respect of one or more incidents of a spill, leak, discharge, emission, deposit, dumping, throwing, seeping, spraying, injection or addition into the environment of any pollutant or toxic substance at one or more locations identified by Client (the “Emergency Services”), the terms of Addendum 1 attached hereto and made a part of it for all purposes by this reference, shall apply. 3. Payment for services. (a) For services performed, unless the applicable Work Authorization provides for a lump sum, unit price, or fixed fee basis, Client will pay GHD on a time and expense basis, and subject to the following: (i) Services shall be charged at the hourly rates indicated in GHD's "Fee Schedule" in effect at the time the Services are performed. The Fee Schedule is attached to this Agreement as Exhibit “B” and made a part of it for all purposes by this reference, until it is revised. The Fee Schedule is subject to revision on a periodic basis, following notice to Client. The personnel rates in the Fee Schedule 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 Fee Schedule and/or Work Authorization, 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 set forth in the Work Authorization. (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 applicable Work Authorization. The fees are all-inclusive, including overhead and profit, and apply to all labor. (c) Unless otherwise agreed, GHD will invoice Client monthly for services completed. Payment of GHD invoices shall be due upon receipt by Client. Invoices not paid within thirty (30) calendar days shall be subject to an assessed interest charge of eighteen percent (18%) per annum or the highest amount allowed by law, whichever is less. If Client disputes an invoice, Client shall notify GHD in writing within thirty (30) calendar days of the invoice date identifying the cause of the dispute and paying that portion of the invoice not in dispute. Failure of Client to notify GHD of any disputed amounts within the specified time shall deem the invoice accepted by Client of the following types and with the following limits. Interest shall not accrue on any disputed amount. (d) GHD reserves the right without penalty to suspend performance of services in the event Client fails to pay all amounts which are not subject to a bona fide dispute within forty-five (45) calendar days from the invoice date. All suspensions shall extend the completion date of any affected project commensurately unless otherwise agreed to by the Parties. . 4. Insurance GHD agrees to carry throughout the term of this Agreement insurance policies outlined in the Insurance Requirements provided by the Town of Hamburg (attached hereto) and will provide certificates of insurance upon request to evidence such insurance. 5. Documents and data. (a) Client shall be responsible for, and GHD may rely upon, the accuracy and completeness of all requirements, instructions, reports, data, documents, site information, and other information furnished by Client to GHD pursuant to each Work Authorization (“Client Data”). Client warrants that it owns all rights to, or otherwise has rights to use and disclose, Client Data required to meet Client obligations set forth herein. Client agrees to grant and hereby grants to GHD a non-exclusive, royalty-free, license to use Client Data and perform all acts with respect to Client Data as necessary to perform the Scope of Work. GHD shall have no obligation to validate the contents of Client Data for content, accuracy, usability or for any other purpose.. (b) Client acknowledges that project or site information previously prepared by Client (or by a third party on Client’s behalf) to GHD personnel not engaged in the provision of the services hereunder, shall not be deemed to have been provided to or known by GHD personnel that are engaged in the provision of the services hereunder. (c) Client shall review any reports, plans, designs, drawings, specifications, bids, proposals, and any other work prepared or furnished by GHD under this Agreement (the “Work Product”) before it is finalized. Client GHD | Q1153 Master Services Agreement (North America) | September 2024 2 50