2025 7 7 Work Session Packet website 1

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Kimley » Horn Mr. Randall Dowling July 1 2025, Page 8

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. 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-Hom'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
Client shall indemnify, defend and hold Kimley-Horn harmless from all claims, damages, losses and
expenses, including but not limited to attorneys' fees, resulting therefrom. Kimley-Horn’s electronic files
and source code remain the property of Kimley-Horn and shall be provided to the Client only if expressly
provided for in this Agreement. Any electronic files not containing an electronic seal are provided only
for the convenience of the Client and use of them is at the Client's sole risk. In the case of any defects

in the electronic files or any discrepancies between them and the hardcopy of the deliverables prepared
by Kimley-Horn, the hardcopy shall govern.

Intellectual Property. Kimley-Horn may use or develop its proprietary software, patents, copyrights,
trademarks, trade secrets, and other intellectual property owned by Kimley-Horn or its affiliates
(“Intellectual Property”) in the performance of this Agreement. Intellectual Property, for purposes of this
section, does not include deliverables specifically created for Client pursuant to the Agreement and use
of such deliverables is govemed by section 5 of this Agreement. Unless explicitly agreed to in writing by
both parties to the contrary, Kimley-Horn maintains all interest in and ownership of its Intellectual
Property and conveys no interest, ownership, license to use, or any other rights in the Intellectual
Property to Client. Any enhancements of Intellectual Property made during the performance of this
Agreement are solely owned by Kimley-Horn and its affiliates. If Kimley-Horn’s services include providing
Client with access to or a license for Kimley-Horn’s (or its affiliates’) proprietary software or technology,
Client agrees to the terms of the Software License Agreement set forth at https://www.kimley-

horn.com/khts-software-license-agreement (“the License Agreement”) which terms are incorporated
herein by reference.

Opinions of Cost. Because Kimley-Horn does not control the cost of labor, materials, equipment or
services furnished by others, methods of determining prices, or competitive bidding or market conditions,
any opinions rendered as to costs, including but not limited to the costs of construction and materials,
are made solely based on its judgment as a professional familiar with the industry. Kimley-Horn cannot
and does not guarantee that proposals, bids, or actual costs will not vary from its opinions of cost. If the
Client wishes greater assurance as to the amount of any cost, it shall employ an independent cost

estimator. Kimley-Horn's services required to bring costs within any limitation established by the Client
will be paid for as Additional Services.

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

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