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Contractor, its sub -Contractors, its elected officers, employees or their agents, except only <br />such injury or damage as shall have been occasioned by the sole negligence of the County, <br />its Additional Insured's, appointed or elected officials, agents, or employees. It is further <br />provided that no liability shall attach to the County by reason of entering into this contract, <br />except as expressly provided herein. <br />16. Industrial Insurance Waiver: <br />With respect to the performance of this Agreement and as to claims against the County, its <br />Additional Insured's, officers, agents and employees, the Contractor expressly waives its <br />immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, <br />for injuries to its employees and agrees that the obligations to indemnify, defend and hold <br />harmless provided in this agreement extend to any claim brought by or on behalf of any <br />employee of the Contractor. This waiver is mutually negotiated by the parties to this <br />Agreement. <br />17. Venue and Choice of Law: <br />In the event that any litigation should arise concerning the construction or interpretation of <br />any of the terms of this Agreement, the venue of such action of litigation shall be in the <br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement <br />shall be governed by the law of the State of Washington. <br />18. Withholciinfg Payment: <br />In the event the Contractor has failed to perform any obligation to be performed by the <br />Contractor under this Agreement within the time set forth in this Agreement, then the County <br />may, upon written notice, withhold all monies due and payable to Contractor, without <br />penalty, until such failure to perform is cured or otherwise adjudicated. <br />19. Future Non -Allocation of Funds: <br />If sufficient funds are not appropriated or allocated for payment under this Agreement for <br />any future fiscal period, the County will not be obligated to make payments for services or <br />amounts incurred after the end of the current fiscal period. No penalty or expense shall <br />accrue to the County in the event this provision applies. <br />20. Contractor Commitments, Warranties and Representations: <br />The Contractor represents and warrants to the County as follows: <br />20.1 The Contractor is duly incorporated, validly existing and in good standing <br />under the laws of the State of Washington, and has all requisite corporate <br />power and authority to enter into and to perform its obligations under this <br />Agreement. <br />20.2 The Contractor has the authority to execute this Agreement, to make the <br />representations and warranties set forth in it and to perform the <br />obligations of the Contractor under this Agreement in accordance with its <br />terms. <br />Professional Services Agreement <br />Page 7 <br />