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ln the event that any litigation should arise concerning the construction or interpretation ofany of the terms of this Agreement, the venue of such action of litigation shall be in theSuperior Court of the State of Washington in and for the County of Kittitas. This Agreementshall be governed by the law of the Stlte of Washington. <br />19. Withholdinq Payment: <br />ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Agreement within the time set forlh in ttiis Agreemeni, th"n the Countymay, upon written notice, withhold all monies due and payabte to Contractor, withojtpenalty, until such failure to per^form is cured or otherwise adjudicated. <br />20. Future Non-Allocation of Funds:lfsufficient@edorallocatedforpaymentunderthisAgreementfor <br />any future fiscal period, the County will not be obligat"O to make payments for services oramounts incurred after the end of the current fiscil period. No penalty or expense shallaccrue to the County in the event this provision applies. <br />18. Venue and Choice of Law <br />21 m <br />Professional Services Agreement <br />Page 9 <br />Re NS <br />The Contractor represents and warrants to the County as follows21,1 The Contractor is duly incorpo rated, validly existing and in good standing <br />under the laws of the State of Washington, and has all req uisite corporatepower and authority to enter into and to perform its oblig ations under thisAgreement <br />21.2 The Contractor has the authority to execute this Agreement, to make therepresentations and warranties set forth in it and to perform the obligations <br />of the Contractor under this Agreement in accordance with its terms.21'3 The Contractor is a qualified service provider and is authorized to provide <br />consumer services and additional consumer services.21.4 This Agreement has been varidly executed by an authorized <br />representative of the Contractor and constitutes a valid and legally binding <br />and 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 its <br />obligations under this Agreement.21'6 The Contractor is not in violation of any applicable law, ordinance orregulation the consequence of which will or may materially affect <br />Contractor's ability to perform its obligations under this Agreement. The <br />Contractor is not subject to any order or judgment of anylourt, tribunal orgovernmental agency 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.