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<br />kimley-horn.com 4637 Chabot Drive, Suite 300, Pleasanton, CA, 94588 (510) 350-0239
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<br />under this Agreement from any causes, including but not limited to, the negligence, professional errors or
<br />omissions, strict liability or breach of contract or any warranty, express or implied, of Kimley-Horn or Kimley-
<br />Horn's officers, directors, employees, agents, and subconsultants, shall not exceed twice the total
<br />compensation received by Kimley-Horn under this Agreement or $50,000, whichever is greater. An increase
<br />to this limitation 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
<br />require the Client to indemnify Kimley-Horn.
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<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
<br />profits.
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<br />12) Professional Liability Insurance. Kimley-Horn will maintain a professional liability insurance policy for the
<br />services provided by Kimley-Horn during the course of this Agreement.
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<br />13) Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other
<br />consequences due to changed or unknown conditions or related to the failure of contractors to perform work
<br />in accordance with the plans and specifications. Kimley-Horn shall have no liability whatsoever for any costs
<br />arising out of the Client’s decision to obtain bids or proceed with construction before Kimley-Horn has issued
<br />final, fully approved plans and specifications. The Client acknowledges that all preliminary plans are subject
<br />to substantial revision until plans are fully approved and all permits obtained.
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<br />14) Certifications. All requests for Kimley-Horn to execute certificates, lender consents, or other third-party
<br />reliance letters must be submitted to Kimley-Horn at least 14 days prior to the requested date of execution.
<br />Kimley-Horn shall not be required to execute certificates, consents, or third-party reliance letters that are
<br />inaccurate, that relate to facts of which Kimley-Horn does not have actual knowledge, or that would cause
<br />Kimley-Horn to violate applicable rules of professional responsibility.
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<br />15) Dispute Resolution. All claims arising out of this Agreement or its breach shall be submitted first to
<br />mediation in accordance with the American Arbitration Association as a condition precedent to litigation. Any
<br />mediation or civil action by Client must be commenced within one year of the accrual of the cause of action
<br />asserted but in no event later than allowed by applicable statutes.
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<br />16) Hazardous Substances and Conditions. Kimley-Horn shall not be a custodian, transporter, handler,
<br />arranger, contractor, or remediator with respect to hazardous substances and conditions. Kimley-Horn's
<br />Services will be limited to analysis, recommendations, and reporting, including, when agreed to, plans and
<br />specifications for isolation, removal, or remediation. Kimley-Horn will notify the Client of unanticipated
<br />hazardous substances or conditions of which Kimley-Horn actually becomes aware. Kimley-Horn may stop
<br />affected portions of its Services until the hazardous substance or condition is eliminated.
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<br />17) Construction Phase Services.
<br />a. If Kimley-Horn prepares construction documents and Kimley-Horn is not retained to make periodic site visits,
<br />the Client assumes all responsibility for interpretation of the documents and for construction observation,
<br />and the Client waives any claims against Kimley-Horn in any way connected thereto.
<br />b. Kimley-Horn shall have no responsibility for any contractor's means, methods, techniques, equipment choice
<br />and usage, equipment maintenance and inspection, sequence, schedule, safety programs, or safety
<br />practices, nor shall Kimley-Horn have any authority or responsibility to stop or direct the work of any
<br />contractor. Kimley-Horn's visits will be for the purpose of observing construction and reporting to the Client
<br />whether the contractors’ work generally conforms to the construction documents prepared by Kimley-Horn.
<br />Kimley-Horn neither guarantees the performance of contractors, nor assumes responsibility for any
<br />contractor’s failure to perform its work in accordance with the contract documents.
<br />c. Kimley-Horn is not responsible for any duties assigned to it in the construction contract that are not expressly
<br />provided for in this Agreement. The Client agrees that each contract with any contractor shall state that the
<br />contractor shall be solely responsible for job site safety and its means and methods; that the contractor shall
<br />indemnify the Client and Kimley-Horn for all claims and liability arising out of job site accidents; and that the
<br />Client and Kimley-Horn shall be made additional insureds under the contractor’s general liability insurance
<br />policy.
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<br />18) No Third-Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or
<br />benefits to anyone other than the Client and Kimley-Horn, and all duties and responsibilities undertaken
<br />Docusign Envelope ID: 8A1B3A3D-509B-8EAD-8351-3DC369D8DDD7Docusign Envelope ID: F7086556-F920-869D-831A-8FDCEBD9F087
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