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17. Venue and Choice of Law: ln the event that any l,itigation shoul.d arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of Litigation shal'l be in the superior court of the State of washington in and forthe county of Kittitas' This Agreement shaLl. be governed bythe I'aw of the State of Washington' 1 B. Withhol,ding Payment: ln the event the Contractor has faiLed to perform any obl,igation to be performed by the contractor under this Agreement within the time set forth in this Agreement' then the county may, upon written notice, withhotd al,l. monies due and payabte to Contractor' without penatty, until. such fail,ure to perform is cured or otherwise adjudicated' 19. Future Non-Al.l.ocation of Funds: lf sufficient funds are not appropriated or aLtocated for payment under this Agreement for any future fiscal, period, the County wil'I. not be obtigated to make payments for services or amounts incurred after the end of the current fiscat period' No penal'ty or expense shatl accrue to the County in the event this provision appties' 20. The Contractor represents and warrants to the County as follows: 20.1 The contractor is duty incorporated, val'idty existing and in good standing under the Laws of the state of washington and has atl requisite corporate power and authority to enter into and to perform its obLigations under this Agreement. 20.2 The contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obtigations of the Contractor under this Agreement in accordance with its terms' 20.3 This Agreement has been vatidl.y executed by an authorized representative of the contractor and constitutes a val,id and tegal.l.y binding and enforceablLe obl'igation of Contractor' 20.4 The Contractor has or wil.t obtain prior to the commencement date such [icenses, permits and other authorizations from federat, state and other governmentaL authorities, as are necessary for the performance of its obl,igations u nder this Agreement' 2O,5 The Contractor is not in viol.ation of any appticabl'e [aw, ordinance or regul.ation the consequence of which witt or may materiatl'y affect Contractor's abltity to perform its obl,igations under this A$reement' The contractor is not subject to any order or jud$ment of any court, tribuna[ or governmental. agency which material.l.y and adversel.y affects its operations or assets in the State of Washington, or its abitityto perform its obl'i$ations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedutes furnished or to be Kittitas Cou nty Professional Services Agreemeni Page 9 of 20