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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
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