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Docusign Envelope lD: 2F0A778&3480.42D2-8390-5DF1B0A62ACA Contractor, its sub-Contractors, its elected officers, employees or their agents, except only such injury ordamage as shall have been occasioned by the sole negligence of the County, its Additional lnsured's, appointed or elected ofiicials, 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. lnd ustrial I nce Waiver: With respect to the performance of this Ag reement and as to claims against the County, its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance 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 Agreement. negotiated by the Parties to this 17. Venue and Choice of Law: tn ttre event tnat any fftigatton should arise concerning the construction or interpretation of any of the terms of ttriJngreement, the venue of such action of litigation shall be in the Superior Court of the Statebf Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 1 8. Withholdinq Payment: tntffirhasfailedtoperformanyobligationtobeperformedbythe Contractor under this Agreement witnin the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, untilsuch failure to perform is cured or otherwise adjudicated' 19. Future Non-Allocation of Funds: f suffrcient funOs 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. 20. gontractor Commitments, Warranties and Represqntations: The Contractor represents and warrants to the County as follows: 20.1 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. 20.2 The 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 Page 7