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17.@: ln the event that any titigation shouLd arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of titigation shatt be in the Superior Court of the Staie of Washington in and for the County of Kittitas' This Agreement shatt be governed by the taw of the State of Washington' 18.@: ln the event the Coniractor has failed to perform any obl'igation to be performed by the ContractorunderthisAgreementwithinthetimesetforthinthisAgreement,thentheCounty may,uponwrittennotice,withhotdatl'moniesdueandpayabtetocontractor'Without penatty,untitsuchfaituretoperformiscuredorotherwiseadjudicated. 19. F : lf sufficient funds are not appropriated or altocated for payment under this Agreement for any future fiscat period" the countywil,t. not be obtigated to make payments for services or amounts incurred after the end of the current fL""t period' No penatty or expense Shal'l accrue to the county in the event this provision appLies' 20 Th e Contractor rePresent s and warrants to the County as fottows 2O.1 The Contra ctor is duly incorporated, val'idty existin g and in good standing under the laws of the State of Washington and has al.l. requi site corPorate power and auth ority to enter into and to perform its obLigations under this 20.2 2A.3 20.4 20.5 20.6 Agreement. The contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obl'igations oftheContractorunderthisAgreementinaccordancewithitsterms. ThisAgreementhasbeenvatidlyexecutedbyanauthorizedrepresentative of the Contractor and constitutes a valid and I'egatl'y binding and enforceable obl,igation of Contractor' The Contractor has or wil'l' obtain prior to the commencement date such ticenses,permitsandotherauthorizationsfromfederal,stateandother governmental' authorities, as are necessary for the performance of its obl,igations u nder this Agreement' The contractor is not in viotation of any appl,icabte [aw, ordinance or regul.ation the consequence of which witl' or may materialty affect Contractor,sabil.itytoperformitsobl.igationsunderthisAgreement.The contractor is not subject to any order or jud$ment of any court, tribunal or governmen,rfrgrnrywhichmateriall'yandadversel'yaffectsitsoperations orassetsinthestateofWashington,oritsabiLitytoperformitsobiigations under this Agreement. NoneoftherepresentationsorwarrantiesinthisAgreement,andnoneof thedocuments,statements,certificatesorschedutesfurnishedortobe Kittitas Cou nty Professionai Services Agreement Page I of 20