PSA Kittitas County and Hopesource

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against att toss or expense, inctuding but not timited to judgments, setttements, attorney's fees and costs by reason of any and att ctaims and demands upon the County, its Additional lnsured's, its etected or appointed officiats, agents, or emptoyees for damages because of personal or bodil,y injury, inctuding death at anytime resuttingtherefrom, sustained by any person or persons and on account of damage to property inctuding loss of use thereof, whether such injury to persons or damage to property is due to the negtigence of the Contractor, its sub-Contractors, its etected officers, empl,oyees or their agents, except onty such injury or damage as shatt have been occasioned by the sote negl,igence of the County, its Additionat lnsured's, appointed or etected officials, agents, or emptoyees. lt is further provided that no l,iabitity shatt attach to the County by reason of entering into this contract, except as expressty provided herein. 16. lndustrial Insurance Waiver: With respect to the performance of this Agreement and as to ctaims against the County, its Additionat lnsured's, otficers, agents and emptoyees, the contractor expresstywaives its immunity under Titte 51 of the Revised Code of Washington, the lndustriat lnsurance Act, for injuries to its empLoyees and agrees that the obtigations to indemnify, defend and hotd harmless provided in this agreement extend to any ctaim brought by or on behatf of any emptoyee of the Contractor. This waiver is mutuatty negotiated bythe parties tothis Agreement. 17. Venue and Choice of Law: ln the event that any Litigation shoutd arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of titigation shal.l' be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shal,t be governed by the taw of the State of Washington. 1 8. Withhotding Payment: ln the event the Contractor has fail,ed to perform any obtigation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhotd at[ monies due and payabte to Contractor, without penatty, untit such faiLure to perform is cured or otherwise adjudicated- 19. Future Non-Attocation of Funds: lf sufficient funds are not appropriated or altocated for payment under this Agreement for any f uture fiscat period, the County witt not be obtigated to make payments for services or amounts incurred after the end of the current fiscat period. No penatty or expense sha[[ accrue to the County in the event this provision appties. 20. Contractor Commitments, Warranties and Representations' The Contractor represents and warrants to the County as fottows: 20.1 The Contractor is duty incorporated, vatidty existing and in good standing under the laws of the state of washington and has at[ requisite corporate Kittitas County ProfessionaI Services Agreement Page8of18