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personal or bodily injury, including death at any time resulting therefrom, sustained by any <br /> person or persons and on account of damage to property including loss of use thereof, <br /> whether such injury to persons or damage to property is due to the negligence of the <br /> 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 Insureds, 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 Insureds, 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. Withholding 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 /> Professional Services Agreement(rev.09/24/2018) <br /> Page 8 of 19 <br />