2025 11 18 City Council Regular Session Packet

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Kimley » Horn November 5, 2025, Page 11

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No Third-Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or
benefits to anyone other than the Client and Kimley-Horn, and all duties and responsibilities undertaken
pursuant to this Agreement will be for the sole benefit of the Client and Kimley-Horn. The Client shall not
assign or transfer any rights under or interest in this Agreement, or any claim arising out of the
performance of services by Kimley-Horn, without the written consent of Kimley-Horn. Kimley-Horn
reserves the right to augment its staff with subconsultants as it deems appropriate due to project
logistics, schedules, or market conditions. If Kimley-Horn exercises this right, Kimley-Horn will maintain
the agreed-upon billing rates for services identified in the contract, regardless of whether the services
are provided by in-house employees, contract employees, or independent subconsultants.

Confidentiality. The Client consents to the use and dissemination by Kimley-Horn of photographs of
the project and to the use by Kimley-Horn of facts, data and information obtained by Kimley-Horn in the
performance of its services. If, however, any facts, data or information are specifically identified in writing

by the Client as confidential, Kimley-Horn shall use reasonable care to maintain the confidentiality of
that material.

Miscellaneous Provisions. This Agreement is to be governed by the law of the State where the Project
is located. This Agreement contains the entire and fully integrated agreement between the parties and
supersedes all prior and contemporaneous negotiations, representations, agreements, or
understandings, whether written or oral. Except as provided in Section 1, this Agreement can be
supplemented or amended only by a written document executed by both parties. Any conflicting or
additional terms on any purchase order issued by the Client shall be void and are hereby expressly
rejected by Kimley-Horn. If Client requires Kimley-Horn to register with or use an online vendor portal
for payment or any other purpose, any terms included in the registration or use of the online vendor
portal that are inconsistent or in addition to these terms shall be void and shall have no effect on Kimley-
Horn or this Agreement. Any provision in this Agreement that is unenforceable shall be ineffective to
the extent of such unenforceability without invalidating the remaining provisions. The non-enforcement
of any provision by either party shall not constitute a waiver of that provision nor shall it affect the
enforceability of that provision or of the remainder of this Agreement.

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

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