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The Contractor agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional Insureds, appointed and elective officers, agents and employees, from and <br />against all loss or expense, including but not limited to judgments, settlements, attorneys' <br />fees and costs by reason of any and all claims and demands upon the County, its <br />Additional Insureds, its elected or appointed officials, agents, or employees for damages <br />because of personal or bodily injury, including death at any time resulting therefrom, <br />sustained by any person or persons and on account of damage to property including loss <br />of use thereof, whether such injury to persons or damage to property is due to the <br />negligence of the Contractor, its sub -contractors, its elected officers, employees or their <br />agents, except only such injury or damage as shall have been occasioned by the sole <br />negligence of the County, its Additional Insureds, appointed or elected officials, agents, <br />or employees. It is further provided that no liability shall attach to the County by reason <br />of entering into this Agreement, except as expressly provided herein. <br />17. Industrial Insurance Waiver: <br />With respect to the performance of this Agreement and as to claims against the County, <br />its Additional Insureds, officers, agents and employees, the Contractor expressly waives <br />its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance <br />Act, for injuries to its employees and agrees that the obligations to indemnify, defend and <br />hold harmless provided in this agreement extend to any claim brought by or on behalf of <br />any employee of the Contractor. This waiver is mutually negotiated by the parties to <br />this Agreement. <br />18. Venue and Choice of Law: <br />In the event that any litigation should arise concerning the construction or interpretation <br />of any of the terms of this Agreement, the venue of such action of litigation shall be in <br />the Superior Court of the State of Washington in and for the County of Kittitas. This <br />Agreement shall be governed by the law of the State of Washington. <br />19. Withholding 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 forth in this Agreement, then the <br />County may, upon written notice, withhold all monies due and payable to Contractor, <br />without penalty, until such failure to perform is cured or otherwise adjudicated. <br />20. 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 <br />or amounts incurred after the end of the current fiscal period. No penalty or expense <br />shall accrue to the County in the event this provision applies. Contractor needs to be <br />protected for all expenses incurred or committed through the end of such fiscal period. <br />21. Contractor Commitments Warranties, and Representations: <br />The Contractor represents and warrants to the County as follows: <br />Professional Services Agreement <br />Page 8 of 35 <br />