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PROFESSIONAL SERVICES AGREEMENT the Superior Court of the Stat e of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. Withholding Payment: In the event the Contracto r has failed to perform any obligation to be perfo r med by the Contractor u nder this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non-Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any f uture fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments, Wa r ranties and Representations: The Contractor represents and warrants to the Co unty as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington, and has all requisite co r porate power and authority to ent er 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 obligations of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been validly executed by an authorized representative of t h e Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 20.4 The Contractor has o r will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 20.5 The Contractor is not in violation of any applicable law, ordina nce or r egulation the consequence of wh i ch will or may materially affect Contractor's ability to perform its obligations unde r this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adverse ly affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 20.6 The Contractor certifies that that it is not presently debarred, suspende d, p roposed for debarment, declare d ineligible or voluntarily excluded from covered transactions by any Federal department or agency. Page 10 of 21