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1 8. Withhotding Payment: ln the event the Contractor has fail.ed to pedorm any obLigation 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 aLl monies due and payabte to Contractor, without penatty, untit such faiture to perform is cured or othenruise adjudicated. 19. Future Non-Attocation of Funds: lf sufficient funds are not appropriated or attocated 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 fiscat period. No penatty or expense shatl accrue to the County in the event this provision appties. 20. Q o n tra ctoiGommitme n ts.lvarantle-s a n d R e p re se nta t i o n s : The Contractor represents and warrants to the County as fottows: 20.1 The Contractor is dul,y incorporated, vaLidl,y 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 obl.igations under this Agreement. Z0 "?- 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 of the Contractor under this Agreement in accordance with its terms. 20.g This Agreement has been val.idty executed by an authorized representative of the Contractor and constitutes a val.id and Legal,l.y binding and enforceabLe obtigation of Contractor. 2O.4 The Contractor has or wil,l. obtain prior to the commencement date such licenses, permits and other authorizations from federat, state and other governmental. authorities, as are necessary for the performance of its obLigations under this Agreement. 20.S The Contractor is not in viol.ation of any appticabte [aw, ordinance or regul.ation the consequence of which wit[ or may materiatty affect Contractor's abil,ity to perform its obLigations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunaI or governmentat agency which material.l,y and adversel,y affects its operations or assets in the State of Washington, or its abil,ity to perform its obligations 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 furnished by Contractor pursuant hereto or in connection with the performance of the obtigations contemptated under this Agreement, contains or witL contain any untrue Statement of a material fact or omits or wil,t omit to state a materia[ fact necessary to make the statements of fact contained therein not misteading. Kittitas County ProfessionaI Services Agreement Page9of19