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18. Venue and Cho ice of Law: ln the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 1 9. Withholdinq Pavment: ln the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreemeni, then the County may, upon written notice, withhold all nronies due and payable to Contractor, withouipenalty, until such failure to perform is cured or othenrrise adjudicated. 20. Future Nqn-Allocation of Firnds: lf sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments fo-r services oramounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies, 21 The Contractor represents and warrants to the County as fo lows21.1 The Contractor is duly in corporated, validly existing and in good standing under the laws of the Stale of Washington, and has all req u site corporatepower and authority to enter into and to perform its obligati ons under this Agreement. 21.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to pefform the obligations. of the Contractor under this Agreenrent in accordance with its terrnsl21'3 The Contractor is a qualified sbrvice provider and is authorizedlo pioviOe consumer services and additional consumer seryices,21.4 This Agreement has been varidry 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 vioraiion 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 any-court, 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. Professional Services Agreement Page 9