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<br />Professional Services Provisional Agreement <br />Page 9 <br />waives its immunity under Title 51 of the Revised Code of Washington, the Industrial <br />Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, <br />defend and hold harmless provided in this Provisional Agreement extend to any claim <br />brought by or on behalf of any employee of the Contractor. This waiver is mutually <br />negotiated by the parties to this Provisional Agreement. <br /> <br />18. Venue and Choice of Law: <br />In the event that any litigation should arise concerning the construction or interpretation of <br />any of the terms of this Provisional Agreement, the venue of such action of litigation shall be <br />in the Superior Court of the State of Washington in and for the County of Kittitas. This <br />Provisional Agreement shall be governed by the law of the State of Washington. <br /> <br />19. Withholding Payment: <br />In the event the Contractor has failed to perform any obligation to be performed by the <br />Contractor under this Provisional Agreement within the time set forth in this Provisional <br />Agreement, then the County may, upon written notice, withhold all monies due and payable <br />to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. <br /> <br />20. Future Non-Allocation of Funds: <br />If sufficient funds are not appropriated or allocated for payment under this Provisional <br />Agreement for any future fiscal period, the County will not be obligated to make payments <br />for services or amounts incurred after the end of the current fiscal period. No penalty or <br />expense shall accrue to the County in the event this provision applies. <br /> <br />21. Contractor Commitments, Warranties and Representations: <br />The Contractor represents and warrants to the County as follows: <br />21.1 The Contractor is duly incorporated, validly existing and in good standing <br />under the laws of the State of Washington, and has all requisite corporate <br />power and authority to enter into and to perform its obligations under this <br />Provisional Agreement. <br />21.2 The Contractor has the authority to execute this Provisional Agreement, to <br />make the representations and warranties set forth in it and to perform the <br />obligations of the Contractor under this Provisional Agreement in <br />accordance with its terms. <br />21.3 The Contractor is a qualified service provider and is authorized to provide <br />consumer services and additional consumer services. <br />21.4 This Provisional Agreement has been validly executed by an authorized <br />representative of the Contractor and constitutes a valid and legally binding <br />and enforceable obligation of Contractor. <br />21.5 The Contractor has or will obtain prior to the commencement date such <br />licenses, permits and other authorizations from federal, state and other <br />governmental authorities, as are necessary for the performance of its <br />obligations under this Provisional Agreement.