2026 7 13 Work Session PACKET Council

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kimley-horn.com 537 Market Street, Suite 202, Chattanooga, TN 37402 423 266 3501 
 
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.  
  
6. 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 governed by section 5 of this 
Agreement. Kimley-Horn maintains all interest in and ownership of its Intellectual Property and 
conveys no rights in the Intellectual Property to Client, unless otherwise agreed to in writing. 
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 Service set forth at https://www.khtsinc.com/terms-
of-Service/ which terms are incorporated herein by reference.  
  
7. 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.  
  
8. 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.  
  
9. 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.  
  
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