Professional Services - Accolade Property Management Group 2016-09-09

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sustained by any person or persons and on account of damage to property including loss of use thereof,whether such injury to persons or damage to property is due to the negligence of the Contractor,its sub-Contractors,its elected officers,employees or their agents,except only such injury or damage as shall have been occasioned by the sole negligence of the County,its Additional Insured's,appointed or elected officials,agents,or employees.It is further provided that no liability shall attach to the County by reason of entering into this contract,except as expressly provided herein. 16.Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County,its Additional Insured's,officers,agents and employees,the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington,the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify,defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the Contractor.This waiver is mutually negotiated by the parties to this Agreement. 17.Venue and Choice of Law: In the eventthat any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement,the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas.This Agreement shall be governed by the law of the State of Washington. 18.WithholdingByment: In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement,then the County may,upon written notice,withhold all monies due and payable to Contractor, withoutpenalty,until such failure to perform is cured or otherwise adjudicated. 19.Future Non-Allocation of Funds: If suÏficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period.No penalty or expense shall accrue to the County in the eventthis provision applies. 20.Contractor Commitments,Warranties and Representations: The Contractor represents and warrantsto the County as follows: 20.1 The Contractor is duly incorporated,validly existing and in good standing under the laws of the State of Washington,and has all requisite corporate power and authority to enter into and to perform its obligationsunder this Agreement. 20.2 The Contractor has the authority to executethis Agreement,to make the representationsand warrantiesset forth in it and to perform the Professional Services Agreement Page 7