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 
 
10. LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to 
the Client and Kimley-Horn, the risks are allocated such that, to the fullest extent allowed by 
law, and notwithstanding any other provisions of this Agreement or the existence of applicable 
insurance coverage, that the total liability, in the aggregate, of Kimley-Horn and Kimley-Horn's 
officers, directors, employees, agents, and subconsultants to the Client or to anyone claiming 
by, through or under the Client, for any and all claims, losses, costs, attorneys’ fees, or 
damages whatsoever arising out of or in any way related to the services under this Agreement 
from any causes, including but not limited to, the negligence, professional errors or omissions, 
strict liability or breach of contract or any warranty, express or implied, of Kimley-
Horn or Kimley-Horn's officers, directors, employees, agents, and subconsultants, shall not 
exceed twice the total compensation received by Kimley-Horn under this Agreement or 
$50,000, whichever is greater.  An increase to this limitation of liability may be negotiated for 
additional fee. This Section is intended solely to limit the remedies available to the Client or 
those claiming by or through the Client, and nothing in this Section shall require the Client to 
indemnify Kimley-Horn.  
  
11. Mutual Waiver of Consequential Damages. In no event shall either party be liable to the 
other for any consequential, incidental, punitive, or indirect damages including but not limited 
to loss of income or loss of profits.  
  
12. Professional Liability Insurance. Kimley-Horn will maintain a professional liability insurance 
policy for the Services provided by Kimley-Horn during the course of this Agreement.  
  
13. Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or 
other consequences due to changed or unknown conditions or related to the failure of 
contractors to perform work in accordance with the plans and specifications. Kimley-Horn shall 
have no liability whatsoever for any costs arising out of the Client’s decision to obtain bids or 
proceed with construction before Kimley-Horn has issued final, fully approved plans and 
specifications. The Client acknowledges that all preliminary plans are subject to substantial 
revision until plans are fully approved and all permits obtained.  
  
14. Certifications. All requests for Kimley-Horn to execute certificates, lender consents, or other 
third-party reliance letters must be submitted to Kimley-Horn at least 14 days prior to the 
requested date of execution. Kimley-Horn shall not be required to execute certificates, 
consents, or third-party reliance letters that are inaccurate, that relate to facts of which Kimley-
Horn does not have actual knowledge, or that would cause Kimley-Horn to violate applicable 
rules of professional responsibility.  
  
15. Dispute Resolution. All claims arising out of this Agreement or its breach shall be submitted 
first to mediation in accordance with the American Arbitration Association as a condition 
precedent to litigation. Any mediation or civil action by Client must be commenced within one 
year of the accrual of the cause of action asserted but in no event later than allowed by 
applicable statutes.  
  
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