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Its Addltlonal lnsureds, appointed or elected ofiicials, agents, or employees. lt is further provided that no liabillty shall attaoh to the County by reason of entering into this contraot, except as expro$sly pmvided herein, 16. lnduolrial lnsurahce WqJ.veI: Wlth respect to the performance of this Agreement and as to claims againstthe Coun$, lls Additional lnsureds, offioers, agents and omployeos, the Contractor expressly waives its immunlty underTltle 51 of the Revlsed Code of Washlngton, the lndustrial lnsurance Aot, for injuries to its employees and agrees that the obllgatlons to indernnify, defend and hold harmless provided in thls agreement extend to any claim brought by or on behalf of any employee of the Contnactor. Thls waiver ls mutually negotiated by the parties to this Agreement, 17. Venue and Choice ollaw: ln the event that any litlgation should arise concerning tho consiructlon or interpretation of any of the terms of this Agreement, the venue of such action of litigatlon shall be in the $uperlor Court of the State of Washlngton in and for the Gounty of Kittitas. Thls {greement shall be governed by the law of the $tate of Washington. 18. Withholdlng Paymqnt: ln the event the Contnactor has failed to perforrn any obllgation to be performed by the Contractor under thls {greernent within the tlme set forth in thls Agroement, then ttre County may, upon written notice, withhold all monies due and payable to. Gontractor, wlthout penalty, untilsuch fallure to pedorrn is cured orothenfllse adfudicated. 19, EUtq.r.e Non4llocation of FUnd.s: lf sufficient funds are not appnrprlated or allocated for payment under this Agreement for any future flscal period, the County will not be obligated to rnake payments for services or amounts incurred after the end of the current fiscal period. No penalty or expenso shall eccrue to the County in the event thls provision applles. 20. ConJrac,tpJ Corn m ltme nts, Wa nanties. g n d Repr€se ntations: The Contractor ropresents and warrants to the County as follows: 2O.1 The Contractor ls duly incorporated, validly exlsting and ln good standlng. under the laws of the $tate of Washington, and has all requlslle corporate power and authorily to enter into and to perform its obllgations under this Agreement. 2O.2 The Contractor has the authority to execute this Agreement, to make the representations and warrantles set brth ln it and to perform the obligatlons of the Contractor underthls Agreement in acoordance with its terrne. 20.3 This Agreement has been validly executed by an authorized representativo of the Contractor and oonstltutes a valld and legally blnding and enforceable obligation of Contraotor. Professlonal Servlces Agreoment (rev. 0s/24l2018) Page 7 of18