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18.Venue and Choice of Law: <br />In 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 Agreement <br />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 County <br />may,upon written notice,withhold all monies due and payable to Contractor,without <br />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 or <br />amounts incurred after the end of the current fiscal period.No penalty or expense shall <br />accrue to the County in the event this provision applies. <br />21.Contractor Commitments,Warranties and Representations: <br />The Contractor represents and warrants to the County as follows: <br />21.1 The Contractor is duly incorporated,validly existing and in good standing <br />under the laws of the State of Washington,and has all requisite corporate <br />power and authority to enter into and to perform its obligations under this <br />Agreement. <br />21.2 The Contractor has the authority to execute this Agreement,to make the <br />representations and warranties set forth in it and to perform the obligations <br />of the Contractor under this Agreementin accordance with its terms. <br />21.3 The Contractor is a qualified service provider and is authorized to provide <br />consumer services and additional consumer services. <br />21.4 This Agreementhas been validly executed by an authorized <br />representativeof the Contractor and constitutesa valid and legally binding <br />and enforceable obligation of Contractor. <br />21.5 The Contractor has or will obtain prior to the commencementdate such <br />licenses,permits and other authorizationsfrom federal,state and other <br />governmentalauthorities,as are necessary for the performance of its <br />obligationsunder this Agreement. <br />21.6 The Contractor is not in violation of any applicable law,ordinance or <br />regulation the consequence of which will or may materially affect <br />Contractor's ability to perform its obligationsunder this Agreement.The <br />Contractor is not subject to any order or judgmentof any court,tribunal or <br />governmentalagency which materially and adversely affects its operations <br />or assets in the State of Washington,or its ability to perform its obligations <br />under this Agreement. <br />Professional Services Agreement <br />Page 9