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against att toss or expense, inctuding but not timited to judgments, setttements, attorney's <br />fees and costs by reason of any and atl. ctaims and demands upon the County, its Additionat <br />lnsured's, its etected or appointed officiats, agents, or emptoyees for damages because of <br />personal or bodily injury, inctuding death at anytime resuttingtherefrom, sustained by any <br />person or persons and on account of damage to property incl,uding loss of use thereof, <br />whether such injury to persons or damage to property is due to the negtigence of the <br />Contractor, its sub-Contractors, its etected officers, emptoyees or their agents, except onty <br />such injury or damage as shatt have been occasioned bythe sote negtigence of the County, its <br />Additionat lnsured's, appointed or etected officiats, agents, or emptoyees. lt is further <br />provided that no Liabitity shatt attach to the County by reason of entering into this contract, <br />except as expressty provided herein. <br />16. lndustriaI lnsurance Waiver: <br />With respect to the performance of this Agreement and as to ctaims against the County, its <br />Additionat lnsured's, officers, agents and emptoyees, the Contractor expressty waives its <br />immunityunderTitte5l of theRevisedCodeof Washington,thelndustriatlnsuranceAct,for <br />injuries to its emptoyees and agrees that the obl,igations to indemnify, defend and hotd <br />harmtess provided in this agreement extend to any ctaim brought by or on behal.f of any <br />emptoyee of the Contractor. This waiver is mutuatty negotiated bythe parties to this <br />Agreement. <br />17. Venue and Choice of Law: <br />ln the event that any titigation shoutd arise concerning the construction or interpretation of <br />any of the terms of this Agreement, the venue of such action of titigation shatl be in the <br />Superior Court of the State of Washington in and for the County of Kittitas. This Agreement <br />shatt be governed bythe law of the State of Washington. <br />18.@: <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 Agreement, then the County <br />may, upon written notice, withhotd at[ monies due and payabte to Contractor, without <br />penatty, untiI such faiture to perform is cured or otherwise adjudicated. <br />19. Future Non-Atlocation of Funds: <br />lf sufficient funds are not appropriated or attocated for payment under this Agreement for any <br />future fiscaL period, the County witt not be obtigated to make payments for services or <br />amounts incurred after the end of the current fiscat period. No penatty or expense shatl <br />accrue to the County in the event this provision appties. <br />20. Contractor Commitments, Warranties and Representations: <br />The Contractor represents and warrants to the County as fo[[ows: <br />20.1 The Contractor is dul.y incorporated, vatidl.y existing and in good standing <br />under the laws of the State of Washington and has atL requisite corporate <br />Kittitas County Prof essionaI Services Agreement <br />Page8of18