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Request for Qualifications <br />Employment and Day Program Services <br /> <br /> <br />Professional Services Agreement <br />Page 27 <br />Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of <br />Washington. <br /> <br />19. Withholding Payment: <br />In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this <br />Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all <br />monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise <br />adjudicated. <br /> <br />20. Future Non-Allocation of Funds: <br />If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal <br />period, the County will not be obligated to make payments for services or amounts incurred after the end of <br />the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. <br /> <br />21. Contractor Commitments, Warranties and Representations: <br />The Contractor represents and warrants to the County as follows: <br />a. The Contractor is duly incorporated, validly existing and in good standing under the laws of <br />the State of Washington, and has all requisite corporate power and authority to enter into <br />and to perform its obligations under this Agreement. <br />b. The Contractor has the authority to execute this Agreement, to make the representations <br />and warranties set forth in it and to perform the obligations of the Contractor under this <br />Agreement in accordance with its terms. <br />c. The Contractor is a qualified service provider and is authorized to provide consumer <br />services and additional consumer services. <br />d. This Agreement has been validly executed by an authorized representative of the <br />Contractor and constitutes a valid and legally binding and enforceable obligation of <br />Contractor. <br />e. The Contractor has or will obtain prior to the commencement date such licenses, permits <br />and other authorizations from federal, state and other governmental authorities, as are <br />necessary for the performance of its obligations under this Agreement. <br />f. The Contractor is not in violation of any applicable law, ordinance or regulation the <br />consequence of which will or may materially affect Contractor's ability to perform its <br />obligations under this Agreement. The Contractor is not subject to any order or judgment <br />of any court, tribunal or governmental agency which materially and adversely affects its <br />operations or assets in the State of Washington, or its ability to perform its obligations <br />under this Agreement. <br />g. None of the representations or warranties in this Agreement, and none of the documents, <br />statements, certificates or schedules furnished or to be furnished by Contractor pursuant <br />hereto or in connection with the performance of the obligations contemplated under this <br />Agreement, contains or will contain any untrue statement of a material fact or omits or <br />will omit to state a material fact necessary to make the statements of fact contained <br />therein not misleading. <br /> <br />22. Patent/Copyright Infringement: <br />Contractor will defend and indemnify the County from any claimed action, cause or demand brought against <br />the County; to the extent such action is based on the claim that information supplied by the Contractor <br />infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such <br />claims that are finally awarded against the County in any action. Such defense and payments are conditioned