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Contractor,its sub-Contractors,its elected officers,employees or their agents,except only <br />such injury or damage as shall have been occasioned by the sole negligence of the County, <br />its Additional Insureds,appointed or elected officials,agents,or employees.It is further <br />provided that no liability shall attach to the County by reason of entering into this contract, <br />except as expressly provided herein. <br />16.Industrial Insurance Waiver: <br />With respect to the performance of this Agreement and as to claims against the County,its <br />Additional Insureds,officers,agents and employees,the Contractor expressly waives its <br />immunity under Title 51 of the Revised Code of Washington,the Industrial Insurance Act, <br />for injuries to its employees and agrees that the obligations to indemnify,defend and hold <br />harmless provided in this agreement extend to any claim brought by or on behalf of any <br />employee of the Contractor.This waiver is mutually negotiated by the parties to this <br />Agreement. <br />17.Venue and Choice of Law: <br />In the event that any litigation should arise concerning the construction or interpretation of <br />any of the terms of this Agreement,the venue of such action of litigation shall be in the <br />Superior Court of the State of Washington in and for the County of Kittitas.This Agreement <br />shall be governed by the law of the State of Washington. <br />18.Withholdinq Payment: <br />In the event the Contractor has failed to perform any obligation to be performed by the <br />Contractor under this Agreement within the time set fodh in this Agreement,then the County <br />may,upon written notice,withhold all monies due and payable to Contractor,without <br />penalty,until such failure to perform is cured or othenvise adjudicated. <br />19.Future Non-Allocation of Funds: <br />If sufficient funds are not appropriated or allocated for payment under this Agreement for <br />any future fiscal period,the County will not be obligated to make payments for services or <br />amounts incurred after the end of the current fiscal period.No penalty or expense shall <br />accrue to the County in the event this provision applies. <br />20.Contractor Commitments,Warranties and Representations: <br />The Contractor represents and warrants to the County as follows: <br />20.1 The Contractor is duly incorporated,validly existing and in good standing <br />under the laws of the State of Washington,and has all requisite corporate <br />power and authority to enter into and to perform its obligations under this <br />Agreement. <br />20.2 The Contractor has the authority to execute this Agreement,to make the <br />representations and warranties set forth in it and to perform the <br />obligations of the Contractor under this Agreement in accordance with its <br />terms. <br />Professional Services Agreement (rev.09/24/2018) <br />Page 7 of 17