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DocuSign Envelope ID: 84121D55-A129-464C-A8C6-8702BE957EC5
<br />KIMLEY-HORN AND ASSOCIATES, INC.
<br />STANDARD PROVISIONS
<br />1) Kimley-Horn's Scope of Services and Additional Services. Kimley-Horn will perform only the services
<br />specifically described in this Agreement. If requested by the Client and agreed to by Kimley-Horn, Kimley-Horn
<br />will perform Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in
<br />writing, the Client shall pay Kimley-Horn for any Additional Services an amount based upon Kimley-Horn's then -
<br />current hourly rates plus an amount to cover certain direct expenses including telecommunications, in-house
<br />reproduction, postage, supplies, project related computer time, and local mileage. Other direct expenses will be
<br />billed at 1.15 times cost.
<br />2) Client's Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall:
<br />a. Designate in writing a person to act as its representative, such person having complete authority to transmit
<br />instructions, receive information, and make or interpret the Client's decisions.
<br />b. Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project and
<br />all standards of development, design, or construction.
<br />c. Provide Kimley-Horn all available studies, plans, or other documents pertaining to the project, such as surveys,
<br />engineering data, environmental information, etc., all of which Kimley-Horn may rely upon.
<br />d. Arrange for access to the site and other property as required for Kimley-Horn to provide its services.
<br />e. Review all documents or reports presented by Kimley-Horn and communicate decisions pertaining thereto within
<br />a reasonable time so as not to delay Kimley-Horn.
<br />f. Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals
<br />and consents from other parties as may be necessary.
<br />g. Obtain any independent accounting, legal, insurance, cost estimating, and feasibility services required by Client.
<br />h. Give prompt written notice to Kimley-Horn whenever the Client becomes aware of any development that affects
<br />Kimley-Horn's services or any defect or noncompliance in any aspect of the project.
<br />3) Period of Services. Unless otherwise stated herein, Kimley-Horn will begin work after receipt of a properly
<br />executed copy of this Agreement. This Agreement assumes conditions permitting continuous and orderly progress
<br />through completion of the services. Times for performance shall be extended as necessary for delays or
<br />suspensions due to circumstances that Kimley-Horn does not control. If such delay or suspension extends for more
<br />than six months, Kimley-Horn's compensation shall be renegotiated.
<br />4) Method of Payment. Client shall pay Kimley-Horn as follows:
<br />a. Invoices will be submitted periodically for services performed and expenses incurred. Payment of each invoice
<br />will be due within 25 days of receipt. The Client shall also pay any applicable sales tax. All retainers will be held
<br />by Kimley-Horn and applied against the final invoice. Interest will be added to accounts not paid within 25 days at
<br />the maximum rate allowed by law. If the Client fails to make any payment due under this or any other agreement
<br />within 30 days after Kimley-Horn's transmittal of its invoice, Kimley-Horn may, after giving notice to the Client,
<br />suspend services and withhold deliverables until all amounts due are paid.
<br />b. If the Client relies on payment or proceeds from a third party to pay Kimley-Horn and Client does not pay Kimley-
<br />Horn's invoice within 60 days of receipt, Kimley-Horn may communicate directly with such third party to secure
<br />payment.
<br />c. If the Client objects to an invoice, it must advise Kimley-Horn in writing giving its reasons within 14 days of receipt
<br />of the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and
<br />owing. If the Client objects to only a portion of the invoice, payment for all other portions remains due.
<br />d. If Kimley-Horn initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its
<br />reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such
<br />expenses shall include the cost, at Kimley-Horn's normal hourly billing rates, of the time devoted to such
<br />proceedings by its employees.
<br />e. The Client agrees that the payment to Kimley-Horn is not subject to any contingency or condition. Kimley-Horn
<br />may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended
<br />to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed
<br />debt and without prejudicing any right of Kimley-Horn to collect additional amounts from the Client.
<br />5) Use of Documents. All documents and data prepared by Kimley-Horn are related exclusively to the services
<br />described in this Agreement and may be used only if the Client has satisfied all of its obligations under this
<br />Agreement. They are not intended or represented to be suitable for use or reuse by the Client or others on
<br />extensions of this project or on any other project. Any modifications by the Client to any of Kimley-Horn's
<br />documents, or any reuse of the documents without written authorization by Kimley-Horn will be at the Client's sole
<br />risk and without liability to Kimley-Horn, and the Client shall indemnify, defend and hold Kimley-Horn harmless
<br />from all claims, damages, losses and expenses, including but not limited to attorneys' fees, resulting therefrom.
<br />Kimley-Horn's electronic files and source code remain the property of Kimley-Horn and shall be provided to the
<br />Rev 12/2022
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