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Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by ihe sole 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 tris @ntract, except as expressly provided herein. 16. lnduslrial lnsuranqe Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional lnsureds, officers, agents and employees, the Contractor expressly raraives 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 indemnifir, 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. This Agreement shall be governed by the law of the State of Washington. 18. Withholdins Pqvment: ln the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time setforth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perfurm is cured or otherwise adjudicated. 19. Future Non-Allocationof 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 seMces or amounts incuned after the end of the cunent fiscal period. No penalty or expense shall aocrue to the County in the eventthis provision applies, 20. Contractor Cemmitmentg. Warranties and Representations: The Contractor represents and wanants to the County as follows:20J The Contractor is duly incurporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 20,2 The Cpntractor has the authority to execute this Agreement, to make the representations and wamanties set forth ln it and to perform the obligations of the Contractor under this Agreement in accordanoe with its terms. ProfEssional Services Agreement (rev. 09/2/U201 8) Paga 7 of 18