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by providing at least fifteen (15) calendar days written notice to the Contractor. The termination shall be effeetive on the date specified in the notice of termination. 1 6. Defense-& lnde_mnrtyAsreerlenl: tfre Contractor agrees to and shall defend, indemnify and hoid harmless the County, its Additional lnsured's, apoointed and elective officers, agents and ernployees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's 1ges and eosts by reason of any and all claims and demands upon the County, its Additional lnsured;s, its eleoted or appointed officials, agents, or employees for damages because of personal or badily injury, including death at an;r time resulting therefrom, sustained by any person or persons ancj on account of damage to property inciuding loss of use thereof,-whether such injury to persons or damage to property is due to the negligence of the Contraetsr, its sub-Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the negligence of the County, its Additional lnsured's, appointed or elected officials, agents, or "*-pt6y""r. ii is furihei provided that no liability shall attaeh to the County by reason of entering into this contract, except as expressly provided herein. 17. lndustrial lnsu rance Waiver: Vdith respect to the perforrrrance of this Ag i'eernent and as to claitns aEalnst tlre Cout"lty, its Additional lnsured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the lnd ustrial lnsurance Act, for injuries to its empioyees and ag rees ihat the obrligations to indemnify, defend and hold harmless provided in ihis agreement employee of the Contractor. This wa Agreement. extend to any elaim brought by or on behalf of any lver !s mutually negotiated by the parties to tlris 18. Venue and Choice of Law: ln th.e event that any litigat'Lon should arise concei"ning the construction oi^ interpretation of any of the terms oitt,iJAgreennent, the venue of such action of litigation shall be in the Superior Court of the State of Washington. This Agreement shall be governed by the law of the State of Washington. 19. Withholding Payment: tntffiorhasfailedtoperformanyobligationtobeperformedbythe Contractor under this Agreement within the time set fofth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penlhy, until such failure to perform is cured or otherwise adjudicated. 20. Future Non-Alloeation of Funds: It sutficient tunOs are not appropriatecl or allocated for payrnent under this Agreement for any future fiscal period, the County 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 Countv in the event this provision applies. Professional Services Agreement Page 8