2026 7 13 Work Session PACKET Council

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July 7, 2026, Page 10 
kimley-horn.com 537 Market Street, Suite 202 Chattanooga, TN 37402 423 266 3501 
 
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.    
  
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, 
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