PSA Kittitas County Health Network Developmental Disabilities

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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, its Additional lnsured's, officers, agents and employees, the KCHN 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 indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the KCHN. 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. Withholding Pavment: ln the event the KCHN has failed to perform any obligation to be performed by the KCHN 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 KCHN, without penalty, until such 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. 20. KCHN Commitments, Warranties and Representations: The KCHN represents and warrants to the County as follows: 20.1 The KCHN is duly incorporated, 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 KCHN has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the KCHN under this Agreement in accordance with its terms. 20.3 This Agreement has been validly executed by an authorized representative of the KCHN and constitutes a valid and legally binding and enforceable obligation of KCHN. Professional Services Agreement Page 7