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DocuSign Envelope ID: 84121D55-A129-464C-A8C6-8702BE957EC5
<br />Client only if expressly provided for in this Agreement. Any electronic files not containing an electronic seal are
<br />provided only for the convenience of the Client and use of them is at the Client's sole risk. In the case of any
<br />defects in the electronic files or any discrepancies between them and the hardcopy of the documents prepared by
<br />Kimley-Horn, the hardcopy shall govern.
<br />6) Intellectual Property. Kimley-Horn may use or develop its proprietary software, patents, copyrights, trademarks,
<br />trade secrets, and other intellectual property owned by Kimley-Horn or its affiliates ("Intellectual Property") in the
<br />performance of this Agreement. Unless explicitly agreed to in writing by both parties to the contrary, Kimley-Horn
<br />maintains all interest in and ownership of its Intellectual Property and conveys no interest, ownership, license to
<br />use, or any other rights in the Intellectual Property to Client. Any enhancements of Intellectual Property made
<br />during the performance of this Agreement are solely owned by Kimley-Horn and its affiliates. If Kimley-Horn's
<br />services include providing Client with access to or a license for Kimley-Horn's (or its affiliates') proprietary software
<br />or technology, Client agrees to the terms of the Software License Agreement set forth at https://www.kimley-
<br />horn.com/khts-software-license-agreement ("the License Agreement") which terms are incorporated herein by
<br />reference.
<br />7) Opinions of Cost. Because Kimley-Horn does not control the cost of labor, materials, equipment or services
<br />furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions
<br />rendered as to costs, including but not limited to the costs of construction and materials, are made solely based
<br />on its judgment as a professional familiar with the industry. Kimley-Horn cannot and does not guarantee that
<br />proposals, bids or actual costs will not vary from its opinions of cost. If the Client wishes greater assurance as to
<br />the amount of any cost, it shall employ an independent cost estimator. Kimley-Horn's services required to bring
<br />costs within any limitation established by the Client will be paid for as Additional Services.
<br />8) Termination. The obligation to provide further services under this Agreement may be terminated by either party
<br />upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with
<br />the terms hereof, or upon thirty days' written notice for the convenience of the terminating party. Kimley-Horn shall
<br />be paid for all services rendered and expenses incurred to the effective date of termination, and other reasonable
<br />expenses incurred by Kimley-Horn as a result of such termination.
<br />9) Standard of Care. The standard of care applicable to Kimley-Horn's services will be the degree of care and skill
<br />ordinarily exercised by consultants performing the same or similar services in the same locality at the time the
<br />services are provided. No warranty, express or implied, is made or intended by Kimley-Horn's performance of
<br />services, and it is agreed that Kimley-Horn is not a fiduciary with respect to the Client.
<br />10) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client and Kimley-
<br />Horn, the risks are allocated such that, to the fullest extent allowed by law, and notwithstanding any other provisions
<br />of this Agreement or the existence of applicable insurance coverage, that the total liability, in the aggregate, of
<br />Kimley-Horn and Kimley-Horn's officers, directors, employees, agents, and subconsultants to the Client or to
<br />anyone claiming by, through or under the Client, for any and all claims, losses, costs or damages whatsoever
<br />arising out of or in any way related to the services under this Agreement from any causes, including but not limited
<br />to, the negligence, professional errors or omissions, strict liability or breach of contract or any warranty, express
<br />or implied, of Kimley-Horn or Kimley-Horn's officers, directors, employees, agents, and subconsultants, shall not
<br />exceed twice the total compensation received by Kimley-Horn under this Agreement or $50,000, whichever is
<br />greater. Higher limits of liability may be negotiated for additional fee. This Section is intended solely to limit the
<br />remedies available to the Client or those claiming by or through the Client, and nothing in this Section shall require
<br />the Client to indemnify Kimley-Horn.
<br />11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any
<br />consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits.
<br />12) Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other consequences
<br />due to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and
<br />specifications. Kimley-Horn shall have no liability whatsoever for any costs arising out of the Client's decision to
<br />obtain bids or proceed with construction before Kimley-Horn has issued final, fully approved plans and
<br />specifications. The Client acknowledges that all preliminary plans are subject to substantial revision until plans
<br />are fully approved and all permits obtained.
<br />13) Certifications. All requests for Kimley-Horn to execute certificates, lender consents, or other third -party reliance
<br />letters must be submitted to Kimley-Horn at least 14 days prior to the requested date of execution. Kimley-Horn
<br />shall not be required to execute certificates, consents, or third -party reliance letters that are inaccurate, that relate
<br />Rev 12/2022
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