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11. AUDITING OF RECORDS. DOCUMENTS AND REPORTS
<br />Page 6
<br />The State Auditor and any of its representatives shall have full access to and the right to examine
<br />during normal business hours and as often as the State Auditor may deem necessary, all the records
<br />of the City and the County with respect to all matters covered in this Agreement. Each Party to the
<br />Agreement shall have similar access and rights with respect to the records of the other Party. Such
<br />representatives shall be permitted to audit, examine, and make excerpts or transcripts from such
<br />records and to make audits of all contracts, invoices, materials, payrolls, and records of matters
<br />covered by this Agreement. The County shall require any subcontractors performing work on this
<br />Agreement to grant the State, the State Auditor, and any of their representatives, comparable
<br />audit rights as set forth in this Section. Such rights last for three (3) years from the date final
<br />payment is made hereunder.
<br />12. INDEMNIFICATION AND HOLD HARMLESS
<br />12.1 To the maximum extent permitted by law, each Party shall defend, indemnify and hold
<br />harmless the other Party and all of its officials, employees, principals and agents from all claims,
<br />demands, suits, actions, and liability of any kind, including injuries to persons or damages to
<br />property, which arise out of, are connected with, or are due to any negligent acts or omissions of the
<br />indemnifying Party, its contractors, and/or officials, employees, agents, or representatives in
<br />performing work under this Agreement; provided, however, that if (and only if) the provisions of
<br />RCW 4.24.115 apply and any such damages and injuries to persons or property are caused by or
<br />result from the concurrent negligence of the City or its contractors, officials, employees, agents, or
<br />representatives, and the County or its contractors, officials, employees, agents, or representatives,
<br />each Party's obligation hereunder applies only to the extent of the negligence of such Party or its
<br />contractors, officials, employees, agents, or representatives. Each Party specifically assumes
<br />potential liability for actions brought by its own employees against the other Party and for that
<br />purpose each Party specifically waives, as to the other Party only and only to the extent necessary to
<br />fulfill its obligations under this Agreement, any immunity under the Worker's Compensation Act,
<br />RCW Title 51; and the Parties recognize that this waiver was the subject of mutual negotiation and
<br />specifically entered into pursuant to the provisions of RCW 4.24.115, if applicable.
<br />12.2 The City acknowledges it is solely responsible for its compliance with the CTR Act, and
<br />for the adoption, implementation, and enforcement of any City ordinances, plans, and programs
<br />related to the CTR Act. The City shall indemnify and hold the County harmless from, and shall
<br />process and defend, at its own expense, any and all claims, demands, suits at law or equity,
<br />actions, penalties, losses, damages, or costs arising out of, in connection with, or incidental to
<br />any act or omission of the City or any of its officers, employees, subcontractors or agents in
<br />adopting or enforcing any City ordinances, plans and programs related to the CTR Act.
<br />Commute Trip Reduction Program Implementation Agreement
<br />Between King County and the City of Tukwila
<br />Page 6 of 9
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