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City of Anacortes and Widener&Associates <br /> Project Documentation for Guemes Trail Extension <br /> Contract 12-053-TRN-001 <br /> Unless consent or approval specifically provides otherwise, consent by the City shall not <br /> constitute a determination— <br /> (1) of the acceptability of any subcontract terms or conditions; <br /> (2) Of the allowability of any cost under this contract,; or <br /> (3) To relieve the Contractor of any responsibility for performing this Contract. <br /> The Contractor shall give immediate written notice, reference Clause 27 Notices, of any action or <br /> suit filed and prompt notice of any claim made against the Contractor by any subcontractor or <br /> vendor that, in the opinion of the Contractor, may result in litigation related in any way to this <br /> contract, with respect to which the Contractor may be entitled to reimbursement from the City. <br /> 6. Invoicing. Each invoice shall include: <br /> All invoices shall include a cover page that states: Company Name, Invoice Date, Due Date (30 <br /> days), Invoice Number, Invoice Period, Project Manager Name, City of Anacortes Project <br /> Number, City of Anacortes Project Manager, Original Agreement Price, Amendment Price and <br /> Current Agreement Price. Invoices shall include actual hours worked by Period, by Labor <br /> Category. <br /> The City shall notify the Contractor within-fifteen (15) calendar days from receipt of invoice if there <br /> are any objections or disputes with the invoice. The Contractor shall then resubmit a new invoice <br /> less the disputed amount and payment shall be made.within 30 calendar days. Any disputed <br /> amounts may be submitted under the Disputes clause contained herein. <br /> 7. Ownership and Use of Documents. All finished and unfinished documents and material <br /> prepared by the Contractor with funds paid by the City pursuant to the terms of this Agreement <br /> shall become the property of the City and shall be forwarded to the City upon its request. <br /> Documents and materials shall include but not be limited to plans, specifications, reports, <br /> electronic and non-electronic data, and other design documents prepared by the Contractor <br /> ("Instruments of Services"). Pursuant to RCW 42.56.70, all information and documents produced <br /> under this Agreement may be subject to public disclosure. Any subsequent reuse or modification <br /> of Contractor's Instruments of Service by the City or any party obtaining it through the City will be <br /> at City's sole risk and without liability to Contractor. <br /> 8. Defense and Indemnity Agreement, The Contractor shall defend, indemnify and hold the <br /> City, its appointed and elective officers, officials, employees and volunteers harmless from any <br /> and all claims, injuries including death at any time resulting there from, damages, losses or suits <br /> including reasonable attorney fees, to the extent caused by the negligent acts, errors or <br /> omissions of the Contractor in performance of this Agreement. <br /> Should a court of competent jurisdiction determine that this Agreement is subject to RCW <br /> 4.42.115, then, in the event of liability for damages arising out of bodily injury to persons or <br /> damages to property caused by or resulting from the concurrent negligence of the Contractor and <br /> the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall <br /> be only to the extent of the Contractor's negligence. It is further specifically and expressly <br /> understood that the indemnification provided herein constitutes the Contractor's waiver of <br /> immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. <br /> This waiver has been mutually negotiated by the parties. The provisions of this Clause shall <br /> survive the expiration or termination of this Agreement. <br /> Contractor's defense obligation under this indemnity paragraph includes only reasonable defense <br /> costs to the extent of Contractor's actual proportional indemnity obligation as determined by a <br /> court of law. <br /> Page-2-of7 <br />