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18. Venue and Choice of Law <br />In the event that any litigatior should arise concerning the construction or interpretation of <br />any of the terms of this Agreemer1, 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 Df 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 whin 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 pe-Form is cured or otherwise adjudicated. <br />20. Future Non -Allocation of Winds: <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 enJ of the current fiscal period. No penalty or expense shall <br />accrue to the County in the event tl-is 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 i-3 duty incorporated, validly existing and in good standing <br />under the laws r-f 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 uncer this Agreement in accordance with its terms. <br />21.3 The Contractor is a qualified service provider and is authorized to provide <br />consumer serviDes a -id additional consumer services. <br />21.4 This Agreemen- has peen validly executed by an authorized <br />representative o- the Contractor and constitutes a valid and legally binding <br />and enforceable obligation of Contractor. <br />21.5 The Contractor ias or will obtain prior to the commencement date such <br />licenses, permits and other authorizations from federal, state and other <br />governmental authorities, as are necessary for the performance of its <br />obligations unde- 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 obligations under this Agreement. The <br />Contractor is nct subject to any order or judgment of any court, tribunal or <br />governmental 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 Agreemen-. <br />Professional Services Agreement <br />Page 9 <br />