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Contractor, its sub-Contractors, its elected officers, employees or their agents, except onlysuch injury ordamage as shallhave been occas,rgned by the sole neglig"i.. oitn" iorntlrits Additional lnsureds, appointed or elected officials, igents, or ei'''ployees. lt is furtherprovided that no liability shall attach to the County by re-son of entering into this contract,except as expressly provided herein. 16, lndustrial lnsurance Waiver: \Mth respect to the performance of this Agreement and as to ctaims against the County, itsAdditional lnsureds, gfiice1s, agents and employees, the Contractorixpressly waiv# itsi,mmuntty under Title 51 of the Revised Code of Washington, the lndustrial lnsurance Act,for injuries to its emplo.yges and agrees that the obligations to indemniff, defend and holdharmless provided in this agreement 9xte1d to anyilaim brought UV di on behalf of anyemployee of the Contractor. This waiver is mutuilly negotiafia U-y ttre parties to thisAgreement. 17. Venue and Choice of Law: ln the event that any litigation should arise concerning the construc'tion or interpretation ofany of the terms 9f tlis Agreement, the venue of such action of litigation shall be in theSuperior Court of the State of Washington in and for the County of Kitt-itas. This Agreement shall be governed by the law of the Siite of Washington. 18. Withholdinq Pavment: ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Agreement within the time set forlh in tliis Agreemeni, then the Countymay, upon written notice, withhold all monies due and payable to Contractor, withoutpenalty, 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 forany future fiscal period, the Coun$ will not be obligated to mafe payments for services oramounts incurred after the end of the current fiscil period. No penalty or expense shallaccrue to the County in the event this provision applies. !0. Qontractor commitments, warranties and Representations: The contractor represents and warrants to@ws:20.1 The Contractor is-duly incorpglsFq,vaiiOty existing and in good standing under the laws of the State of Washington, and hal all reqriisite .orporai" power and authori$ to enter into and to perform its obligaiions under this Agreement. 20.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. Professiona I Services Agreement (rev . 09 t 24 120 1 g) PageT of 17