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Contractor, its sub-contractors, its elected officers, employees or their agents, except onlysuch 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 furtherprovided 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, itsAdditional lnsured's, 9ffic9rs, agents andemployees, the contractoilxpressly waives itsimmunity under Title 51 of the Revised Code'of 'Washington, the lndustiial lnsurance Act,for injuries to its emplo.yees and agrees that the obrigatiins to inoemnitr, defend and holdharmless provided in this agreem6nt extend to anyt-laim oroughi ot'; on behalf of anyemployee of the contractor. This waiver is mutually negotiated by the parties to thisAgreement. 17. Venue and Choice of Law: ln the event that any litigation should.arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue ot su"cn ;.tiil;iliijrt." shal be in theSuperior Court of the State-of Washington in and for the County of Kittitas. This Agreementshall be governed by the raw of the stlte or wasningion 18. Wthholdinq payment: ln the event the Contractor has failed.to perform any obligation to be performed by thecontractor under this Agreement within theiime set fortn in triis Agreemeni, th"n the countymay, upon written nottbe, withhold all monies or" ;.J;"yiil;;;.tractor, withoutpenalty, until such failure to perform is cured or othenrvise adjudicated. 1-9. F_uture Non-Allocation of Funds: lf sufficient funds ar9 not appropriated or allocated for payment under this Agreement forany future fiscal p"tiod, the county will not be oblilated to mate p"vr"nt, for services oramounts incurred after the end of the current fiscit period. r.ro b"n"rtv'or expense shallaccrue to the County in the event this provision applies. 20 The Contractor represents and warrants to the County as follows20.1 The Contractor is duly inco rporated , validly existing and in good standingunder the laws of the State of Washington, and has all req uisite corporatepower and auth ority to enter i nto and to perform its oblig ations under thisAgreement 20.2 The contractor has.the authority to execute this Agreement, to make therepresentations and warranties set forth in it and t6 perlorm theobligations of the Contractor under this Agreement in accoroance with itsterms. Professional Services Agreement Page 7