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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 lhe 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 lnsured's, appointed or elected officials, agents, or employees. lt is fufiher provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. lndustrial lnsurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsured's, officers, agents and employees, the Conlractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement exlend 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: ln the event that any litigation should arise concerning the construdion or interpretaiion 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 Kittilas. This Agreement shall be governed by the law of the State of Washington. 18. Withholding Pavment: ln 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 Agreemenl, then the County may, upon written nolice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non-Allocation of Funds: lf sufficient funds are nol appropriated or allocated for payment under this Agreement for any future fiscaiperiod, 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 Counly in the event this provision applies. 20. Contractor Commitments. Warranties and Representations: The Contractor represents and warrants to the County as follows: 2A.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 authorily to enter into and to perform its obligations under this Agreement. 2A.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the Professional Services Agreement Page 7