Resolution_Broadband PSA_Consolidated

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all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the COUNTY, its Additional Insured'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 and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the CONTRACTOR, its sub -contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the COUNTY, its Additional Insured's, appointed or elected officials, agents, or employees. It is further provided that no liability shall attach to the COUNTY by reason of entering into this contract, except as expressly provided herein. 17. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the COUNTY, its Additional Insured's, officers, agents and employees, the CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance 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 CONTRACTOR. This waiver is mutually negotiated by the parties to this Agreement. 18. Venue and Choice of Law: In 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. 19. Withholding Payment: In the event the CONTRACTOR has failed to perform any obligation to be performed by the CONTRACTOR 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 CONTRACTOR, without penalty, until such failure to perform is cured or otherwise adjudicated. 20. Future Non -Allocation of Funds: If 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. CONTRACTOR needs to be protected for all expenses incurred or committed through the end of such fiscal period. 21. CONTRACTOR Commitments Warranties and Representations: The CONTRACTOR represents and warrants to the COUNTY as follows: 21.1 The CONTRACTOR 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. Professional Services Agreement Page 8