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DocuSign Envelope lD: 7FBBAO23-2 CS1-4D27 _A6g2_C4E00648D734 The Contractor represents and warrants to the County as follows21.1 The Contractor is d uly incorporated, validly exi sting and in good standingunder the laws of the State of Washington, a nd has all requisite corporatepower and autho rity to enter into and to perform its obligations under thisProvisionalAgreement. waives its immunity under Title 51 of the Revised Code of washington, the lndustriallnsurance Act, for injuries to its employeeg and agrees that the obligations to indemnifu,defend and hold harmless provided in tnis proviJional Afreement extend to any ctaimbrought by or on beha.lf of any employee of the contraJtor. This waiver is mutuallynegotiated by the parties to this provisionalAgreement. 18. Venue and Choice of Law: ln the event that any litigation should arise concerning the construction or interpretation ofany of the terms of this P-rovisional Agreement, the veriue of such action of litigation shall bein the superior court of the state of washington in and for the county or'rittitr. ThisProvisional Agreement shail be governed by th? raw of the state or washington- 19. Wthholding payment: ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Provisional Agreement within the tirie set forth in this provisional Agreement, then the County may, upLn written notice, witnrroio allmonies due and payableto Contractor, without penalty, until such failure to performii cureo or otherwise adjudicated. 20. Future Non-Allocation of Funds: lf sufficient funds are not appropnated or allocated for payment under this provisional Agreement for any future fiscal period, the County will not'G obligated to rik" paymentsfor services or amounts incurred after the end of the current fiscal period. No penalty orexpense shall accrue to the county in the event this provision applies. 21 21'2 The Contractor has the authority to execute this provisional Agreement, tomake the representations and warranties set forth in it and to [erform tfreobligations of the contractor under this provisional Agreement inaccordance with its terms.21'3 The Contractor is a qualified service provider and is authorized to provideconsumer services and additional consumer services.21'4 This ProvisionalAgreement has been validly execuied by an authorizedrepresentative of the Contractor and constitutes a valid and legally oinJingand enforceable obligation of Contractor.21'5 The Contractor has or will obtain prior to the commencement date suchlicenses, permits and other authorizations from federal, state and othergovernmental authorities, as are necessary for the performance of itsobligations under this provisional Agreement. Professional Services provisional Agreement Page 9