Executed PSA Robin Read for DDAC Meeting Facilitation

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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 subh action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kitiitas. This Agreement shall be governed by the law of the State of Washington. 1B e and Law: 19. Withholdi Pavment 21. Contra Comm ts. Warranti and Reorese S: The Contractor represents and warrants to the County as follows21.1 The Contractor is duly incorporate d, validly existing and in good standing under the laws of the State of Washington, and has a I requisite corporate power and authority to enter into and to perform its obligations under this Agreement Professional Services Agreement Page 9 ln the event the Contractor has failed to perform any obligation to be performed by theContractor under this Agreement within the time set forih in this Agreemeni, th"n the Countymay, upon written notice, withhold all monies due and payable to Contractor, withouipenalty, until such failure to perform is cured or otherwise adjudicated. 20. Future Non-Allocation of Funds: lf sufficient funds are not appropriated or allocated for payment under this Agreement forany future fiscal period, the County will not be obligated to make payments for services oramounts incurred after the end of the current fiscal period. No penalty or expense shallaccrue to the County in the event this provision applies. 21.2 The 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.21'3 The Contractor is a qualified service provider and is authorized to provide consumer services and additional consumer services.21.4 This Agreement has been varidly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor.21'5 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and othergovernmental authorities, as are necessary for the performance of its obligations under this Agreement. 21.6 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of anylourt, tribunal orgovernmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement.