2025 7 7 Work Session Packet website 1

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Kimley » Horn Mr Randall Dowling. July 1, 2025. Page 10

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and specifications for isolation, removal, or remediation. Kimley-Horn will notify the Client of
unanticipated hazardous substances or conditions of which Kimley-Horn actually becomes aware.

Kimley-Horn may stop affected portions of its services until the hazardous substance or condition is
eliminated.

Construction Phase Services.

. If Kimley-Horn prepares construction documents and Kimley-Horn is not retained to make periodic site

visits, the Client assumes all responsibility for interpretation of the documents and for construction
observation, and the Client waives any claims against Kimley-Hor in any way connected thereto.

Kimley-Horn shall have no responsibility for any contractor's means, methods, techniques, equipment
choice and usage, equipment maintenance and inspection, sequence, schedule, safety programs, or
safety practices, nor shall Kimley-Horn have any authority or responsibility to stop or direct the work of
any contractor. Kimley-Horn's visits will be for the purpose of observing construction and reporting to the
Client whether the contractors’ work generally conforms to the construction documents prepared by
Kimley-Horn. Kimley-Horn neither guarantees the performance of contractors, nor assumes
responsibility for any contractor's failure to perform its work in accordance with the contract documents.
Kimley-Horn is not responsible for any duties assigned to it in the construction contract that are not
expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall
state that the contractor shall be solely responsible for job site safety and its means and methods; that
the contractor shall indemnify the Client and Kimley-Horn for all claims and liability arising out of job site

accidents; and that the Client and Kimley-Horn shall be made additional insureds under the contractor’s
general liability insurance policy.

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 shail 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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