PACKET 7 15 2025 website 2

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Kimley » Horn har. Randall Dowling, July 1, 2025, Page 9

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Termination. The obligation to provide further services under this Agreement may be terminated by
either party upon seven days’ written notice in the event of substantial failure by the other party to perform
in accordance with the terms hereof, or upon thirty days’ written notice for the convenience of the
terminating party. Kimley-Horn shall be paid for all services rendered and expenses incurred to the

effective date of termination, and other reasonable expenses incurred by Kimley-Horn as a result of such
termination.

Standard of Care. The standard of care applicable to Kimley-Horn's services will be the degree of care
and skill ordinarily exercised by consultants performing the same or similar services in the same locality
at the time the services are provided. No warranty, express or implied, is made or intended by Kimley-

Horn's performance of services, and it is agreed that Kimley-Horn is not a fiduciary with respect to the
Client.

LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client
and Kimley-Horn, the risks are allocated such that, to the fullest extent allowed by law, and
notwithstanding any other provisions of this Agreement or the existence of applicable insurance
coverage, that the total liability, in the aggregate, of Kimley-Horn and Kimley-Horn's officers, directors,
employees, agents, and subconsultants to the Client or to anyone claiming by, through or under the
Client, for any and all claims, losses, costs, attorneys’ fees, or damages whatsoever arising out of or in
any way related to the services under this Agreement from any causes, including but not limited to, the
negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express
or implied, of Kimley-Horn or Kimley-Horn's officers, directors, employees, agents, and subconsultants,
shall not exceed twice the total compensation received by Kimley-Horn under this Agreement or
$50,000, whichever is greater. Higher limits of liability may be negotiated for additional fee. This Section
is intended solely to limit the remedies available to the Client or those claiming by or through the Client,
and nothing in this Section shall require the Client to indemnify Kimley-Horn.

Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any

consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss
of profits.

Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other
consequences due to changed or unknown conditions or related to the failure of contractors to perform
work in accordance with the plans and specifications. Kimley-Horn shall have no liability whatsoever for
any costs arising out of the Client’s decision to obtain bids or proceed with construction before Kimley-
Horn has issued final, fully approved plans, and specifications. The Client acknowledges that all

preliminary plans are subject to substantial revision until plans are fully approved and all permits
obtained.

Certifications. All requests for Kimley-Horn to execute certificates, lender consents, or other third-party
reliance letters must be submitted to Kimley-Horn at least 14 days prior to the requested date of
execution. Kimley-Horn shall not be required to execute certificates, consents, or third-party reliance
letters that are inaccurate, that relate to facts of which Kimley-Horn does not have actual knowledge, or
that would cause Kimley-Horn to violate applicable rules of professional responsibility.

Dispute Resolution. All claims arising out of this Agreement or its breach shall be submitted first to
mediation in accordance with the American Arbitration Association as a condition precedent to litigation.

Any mediation or civil action by Client must be commenced within one year of the accrual of the cause
of action asserted but in no event later than allowed by applicable statutes.

Hazardous Substances and Conditions. Kimley-Horn shall not be a custodian, transporter, handler,
arranger, contractor, or remediator with respect to hazardous substances and conditions. Kimley-Horn's
services will be limited to analysis, recommendations, and reporting, including, when agreed to, plans

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