2026 7 13 Work Session PACKET Council

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July 7, 2026, Page 12 
kimley-horn.com 537 Market Street, Suite 202 Chattanooga, TN 37402 423 266 3501 
 
17. Construction Phase Services.    
a. 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-Horn in 
any way connected thereto.    
b. 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.  
c. 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.  
  
18. 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.  
  
19. 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.  
  
20. 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 
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