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The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional lnsured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fe-es and costs by reason of any and ltt claims and demands upon the County, its Additional lnsured's, 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 ind on account of damage to property including loss of use thereof, whether such injury to persons or damage io property is due to the negligence of the Contractor, its suO-bontiactors, its elected officeis, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional Insure-d's, 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. 17. lndustrial lnsurance Waiver: WthofthisAgreementandastoclaimsagainsttheCounty,its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Tifle 51 of the Revised Code of Washington, the lnduslrial lnsurance Act, for injuri-es to its employees and agrees that the obligations to indemnify, defend and hold harmiess 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. 18. Venue and Choice of Law: ln the event tnat any titigation should arise concerning the construction or interpretation of any of the terms oitniiRgr"ement, 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' 1 9. Withholdinq Pavment: tntffiorhasfailedtoperformanyobligationtobeperformedbythe Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written noiL", withhold all monies due and payable to Contractor, without penatty, until such failure to perform is cured or otherwise adjudicated' 20. 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' 21. Contractor Commitments, Warranties and Representations' The Contractor represents and warrants to the County as follows: Professional Services Agreement PageT