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18.and of Law ln the event that any litigation should arise concernlng the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superi or Court of the State of Washington in and for the Cou nty of Kittitas. This Agreement shall be governed by the law of the State of Washington 19. Withholdinq Pavment: tntnffiorhasfailedtoperformanyobligationtobeperformedbythe Contractor under this Agreement within the time set forth in this Agreement' then the County may, upon written nod.", withhold all monies due and payable to Contractor, without penartv, until such failure to perform is cured or otherurise adjudicated' 20. Future Non-Allocation of Funds: lf sufficient funds are not -rpproprrated or allocated for payment 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 fiscll period. No penalty or expense shall accrue to the County in the event this provision applies' 21 Contra ctor Comm . Warrant e and Represe ntations The Contractor represen ts and warrants to the County as follows 21.1 The Contractor is duly incorpo rated, validly existing and in good standing under the laws of the State of Washingto n, and has all requisite corPorate power and authority to enter into and to pe rform its obligations under this 21.2 21.3 21.4 21.5 21.6 Agreement. Tile Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the contractor under this Agreement in accordance with its terms. The Contractor is a qualified s-ervice provider and is authorized to provide consumer services and additional consumer services' This Agreement has been validly executed by an authorized repres6ntative of the Contractorand constitutes a valid and legally binding and enforceable obligation of Contractor. The contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other gou"tnt"ntal authorities, aS are necessary for the performance of its obligations under this Agreement' ThJContractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect CJntractor's ability to perform its obligations under this Agreement. The Contractor is not iubject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations 6r assets in the -State of Washington, or its ability to perform its obligations under this Agreement. Professional Services Agreement Page 9