2025 11 18 City Council Regular Session Packet

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Ki m ley » Horn November 5, 2025, Page 8

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. Review all documents or reports presented by Kimley-Horn and communicate decisions pertaining

thereto within a reasonable time so as not to delay Kimley-Horn.

Furnish approvals and permits from governmental authorities having jurisdiction over the project and
approvals and consents from other parties as may be necessary.

. Obtain any independent accounting, legal, insurance, cost estimating, and feasibility services required

by Client.

. Give prompt written notice to Kimley-Horn whenever the Client becomes aware of any development that

affects Kimley-Horn's services or any defect or noncompliance in any aspect of the project.

Period of Services. Unless otherwise stated herein, Kimley-Horn will begin work after receipt of a
properly executed copy of this Agreement. This Agreement assumes conditions permitting continuous
and orderly progress through completion of the services. Times for performance shall be extended as
necessary for delays or suspensions due to circumstances that Kimley-Horn does not control. If such

delay or suspension extends for more than six months, Kimley-Horn’s compensation shall be
renegotiated.

Method of Payment. Client shall pay Kimley-Horn as follows:

- Invoices will be submitted periodically for services performed and expenses incurred. Payment of each

invoice will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All
retainers will be held by Kimley-Horn and applied against the final invoice. Interest will be added to
accounts not paid within 25 days at the maximum rate allowed by law. If the Client fails to make any
payment due under this or any other agreement within 30 days after Kimley-Horn's transmittal of its

invoice, Kimley-Horn may, after giving notice to the Client, suspend services and withhold deliverables
until all amounts due are paid.

. The Client will remit all payments electronically to:

Account Name: KIMLEY-HORN AND ASSOCIATES, INC.

Bank Name and Address: WELLS FARGO BANK, N.A., SAN FRANCISCO, CA 94104
Account Number: 2073089159554

ABA#: 121000248

- The Client will send the project number, invoice number and other remittance information by e-mail to

payments@kimley-horn.com at the time of payment.

. If the Client relies on payment or proceeds from a third party to pay Kimley-Horn and Client does not

pay Kimley-Horn’s invoice within 60 days of receipt, Kimley-Horn may communicate directly with such
third party to secure payment.

. If the Client objects to an invoice, it must advise Kimley-Horn in writing giving its reasons within 14 days

of receipt of the invoice or the Client's objections will be waived, and the invoice shall conclusively be
deemed due and owing. If the Client objects to only a portion of the invoice, payment for all other
portions remains due.

if Kimley-Horn initiates legal proceedings to collect payment, it shall recover, in addition to all amounts
due, its reasonable attorneys’ fees, reasonable experts' fees, and other expenses related to the

proceedings. Such expenses shall include the cost, at Kimley-Horn's normal hourly billing rates, of the
time devoted to such proceedings by its employees.

. The Client agrees that the payment to Kimley-Horn is not subject to any contingency or condition. Kimley-

Horn may negotiate payment of any check tendered by the Client, even if the words “in full satisfaction”
or words intended to have similar effect appear on the check without such negotiation being an accord

and satisfaction of any disputed debt and without prejudicing any right of Kimley-Horn to collect
additional amounts from the Client.

Use of Deliverables. All documents, data, and other deliverables prepared by Kimley-Horn are related
exclusively to the services described in this Agreement and may be used only if the Client has satisfied
all of its obligations under this Agreement. They are not intended or represented to be suitable for use
or reuse by the Client or others on extensions of this project or on any other project. Any modifications
by the Client to any of Kimley-Horn’s deliverables, or any reuse of the deliverables without written
authorization by Kimley-Horn will be at the Client's sole risk and without liability to Kimley-Horn, and the

kimley-horn.com } 537 Market Street, Suite 202 Chattanooga, TN 37402 423 266 3501

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