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<br /> Account". All costs claimed against the Project Account must be supported by properly executed
<br /> payrolls, time records, invoices, contracts, and payment vouchers evidencing in proper detail the
<br /> nature and propriety of the charges.
<br /> XII
<br /> Audits,Inspections,and Retention of Records
<br /> WSDOT Auditor, Federal Auditor, State Auditor, City Auditor and any of their representatives
<br /> shall have full access to and the right to examine, during normal business hours and as often as
<br /> they deem necessary, all of a PARTY's records with respect to all matters covered by this
<br /> Agreement. Such representatives shall be permitted to audit, examine and make excerpts or
<br /> transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls,
<br /> and other matters covered by this Agreement. In order to facilitate any audits and inspections, all
<br /> documents, papers, accounting records, and other materials pertaining to the Project shall be
<br /> retained by the PARTIES for six years from the date of completion of the Project or the Project
<br /> final payment date. However, in case of an audit and/or litigation or a claim, the Contractor must
<br /> retain all records until the audit and/or litigation or claim is completed and fully resolved.
<br /> XII
<br /> Limitation of Liability
<br /> A. The Contractor shall indemnify and hold harmless WSDOT, its agents,employees, and officers
<br /> and process and defend at its own expense any and all claims, demands, suits at law or equity,
<br /> actions, penalties, losses, damages, or costs (hereinafter referred to collectively as "claims"), of
<br /> whatsoever kind or nature brought against WSDOT arising out of, in connection with or incident
<br /> to this AGREEMENT and/or the Contractor's performance or failure to perform any aspect of this
<br /> AGREEMENT. This indemnity provision applies to all claims against WSDOT, its agents,
<br /> employees and officers arising out of, in connection with or incident to the acts or omissions of
<br /> the Contractor, its agents, employees and officers. Provided, however, that nothing herein shall
<br /> require the Contractor to indemnify and hold harmless or defend WSDOT, its agents, employees
<br /> or officers to the extent that claims are caused by the acts or omissions of WSDOT, its agents,
<br /> employees or officers. The indemnification and hold harmless provision shall survive termination
<br /> of this AGREEMENT.
<br /> B. The Contractor shall be deemed an independent Contractor for all purposes, and the employees
<br /> of the Contractor or its subcontractors and the employees thereof, shall not in any manner be
<br /> deemed to be the employees of WSDOT.
<br /> C. The Contractor specifically assumes potential liability for actions brought by Contractor's
<br /> employees and/or subcontractors and solely for the purposes of this indemnification and defense,
<br /> the Contractor specifically waives any immunity under the State Industrial Insurance Law, Title
<br /> 51 Revised Code of Washington.
<br /> D. In the event either the Contractor or WSDOT incurs attorney's fees, costs or other legal
<br /> expenses to enforce the provisions of this section of this AGREEMENT against the other
<br /> PARTY, all such fees, costs and expenses shall be recoverable by the prevailing PARTY.
<br /> Page 4 of 9 Contract No. GCB2049
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