PSA between Kittitas County PHD and Elmview

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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 lnsurid's, appointed or elected officials, agents, or employees. lt is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. lndustrial lnsurance Waiver: WithofthisAgreementandastoclaimsagainsttheCounty,its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Tile 51 of the Revised Code of Washington, the lndusirial lnsurance Act, for injuri-es to its employees and agrees that the obligations to indemnify, defend and hold harmiess provided in tnis agreement extend to any claim brought by or on behalf of any employee of the Contractor. fnis waiver is mutually negotiated by the parties to this Agreement. 17. Venue and Choice of Law: ln the event tnat any titigatton should arise concerning the construction or interpretation of any of the terms oftniJngr"ement, 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. 1 8. Withholdinq Pavment: tntrrffiorhasfailedtoperformanyobligationtobeperformedbythe Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written noiic", withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non-Allocation of Funds: lf sufficient funds are not appropnated 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. Contractor Commitments, Warranties and Representations' The Contractor represents and warrants to the County as follows: ZO.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 20.2 Agreement. T[e Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. Professional Services Agreement PageT