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The Contractor agrees to and shall defend, indemnifo and hold harmless the County, ils Additional lnsureds, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, seftlements, attorney's fees and costs by reason of any and allclaims and demands upon the County, itsAdditional lnsureds, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to proper$ including loss of use thereot 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 negligence of the County, its Additional lnsureds, appointed or elected officials, agents, or employees. lt is further 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, ils Additional lnsureds, ofiicers, agents and employees, the Contractor 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 indemniff, 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: ln the event that 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 or in any neighboring County as is allowed by law. This Agreement shall be governed by the law of the State of Washington. 18. Withholdinq 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 Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, untilsuch failure to perform is cured or otherwise adjudicated. 19. Future Non-Allocation of Funds: lf sufficient 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 event this provision applies. ln the event that funds are not appropriated or allocated for payment under this Agreement the Contractor shall not be required to reserve the three units described in the Scope of Work for the exclusive use of the County. Professional Services Agreement Page 7 of20 Doc I D: a2693e 1 29e936f50d8dd64cee88e7b7f5038 1 aa9