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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 iounty, <br />its Additional lnsureds, appointed or elected officials, agents, or "rp]oy""r. lt is furtherprovided that no liability shall attach to the County by reason of entering into this contract, <br />except as expressly provided herein. <br />16. lndustrial lnsurance Waiver: <br />With respect to the performance of this Agreement and as to claims against the County, itsAdditional lnsureds, officers, agents and employees, the Contractorlxpressly waives its <br />immunity under Title 51 of the Revised Code of Washington, the tndustiial lnjurance 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 itaim brought Uy or on behalf of any <br />employee of the Contractor. This waiver is mutually negotiatea Oy the parties to thiiAgreement. <br />17. Venue and Choice of Law: <br />ln the event that any litigation should arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue of such action of litigation shall be in theSuperior Courl of the State of Washington in and for the County of Kitiitas. This Agreement <br />shall be governed by the law of the State of Washington. <br />18. Withholdinq Pavment: <br />ln 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 Agreemeni, then the Countymay, upon written notice, withhold all monies due and payable to Contractor, withouipenalty, until such failure to perform is cured or otherwise adjudicated. <br />19. Future Non-Allocation of Funds: <br />lf sufficient funds are not appropriated or allocated for payment under this Agreement for <br />any future fiscal period, the County will not be obligateO'to mate payments for services oramounts 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 Comm itments. Warra and ons: <br />The Contracto <br />20.1 <br />r represents and warrants to the County as follows: <br />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.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 Agreem ent (r ev . 0g 124 120 1 B) <br />Page7 of 17