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fees and costs by reason of any and all ctaims and demands upon the County, its Additional lnsured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such inlury to persons or damage to property is due to the negligence of the Contractor, its sub-Contractors, its elected ofiicers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional lnsured's, appointed or elected officials, agents, or employees. lt is further provided that no liability shallattach to the County by reason of entering into this Agreement, except as expressly provided herein. 16. lndustrial lnsurance Waiver: Wth respect to tne performance of this Agreement and as to clairns 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 indemnifu, defend and hold harmiess provided in this agreement extend to any claim brought by or on behalf of any emptoyee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17. Venue and Choice of Law: ln tne event thai any litigation should arise concerning the construction'or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and forthe County of Kittitas. This Agreement shalt be governed by the law of the State of Washington. 1 8. Withholdinq Payment: ln ttre event ttre Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penal$, until such failure to perform is cured or otherwise adjudicated. 19. Future Non-Allocation gf Funds: f sutficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the Coung 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. Contractor Commitments. Warrantiqs and Bepresentations: 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. Professional Services Agreement Page 7