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by providing at least fifteen (15) calendar days written notice to the Contractor <br />terminatisn shall be effective on the date specified in the notice of termination. <br />The <br />16. Defense & lndemnitvAgreement: <br />The Contractor agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional lnsured's, appointed and elective ofiicers, agents and employees, from and <br />against all loss or expense, including but not limited to judgments, settlements, attorney's <br />fees and costs by reason of any and all claims and demands upon the County, its <br />Additional lnsured's, 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 lnsured's, appointed or elected officials, agents, or <br />employees. lt is further provided that no liability shall attach to the County by reason of <br />entering into this contract, except as expressly provided herein. <br />17. lndustrial lnsurance Waiver: <br />With respect to the performance of this Agreement and as to claims against the County, its <br />Additional lnsured's, officers, agents and employees, the Contractor expressly waives its <br />immunity under Title 51 of the Revised Code of Washington, the lndustrial lnsurance 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 />Agreernent. <br />18. Venue and Choice of Law: <br />ln 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 <br />Agreement shall be governed by the law of the State of Washington. <br />19. Withholdinq Pavment: <br />ln the event the Contractor has failed to perbrm 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 />lf 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 cunent fiscal period. No penalty or expense shall <br />accrue to the County in the event this provision applies. <br />Professional Services Agreement <br />Page 8