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1 8. Withhotding Payment: <br />ln the event the Contractor has faiLed to perform any obtigation to be performed by the <br />Contractor under this Agreement within the time set forth in this Agreement, then the County <br />may, upon written notice, withhol,d atl. monies due and payabte to Contractor, without <br />penatty, until. such fail.ure to perform is cured or otherwise adjudicated. <br />19. Future Non-Attocation of Funds: <br />lf sufficient funds are not appropriated or attocated for payment under this Agreement for any <br />future fiscat period, the Countywil,tnot be obLigated to make payments for services or <br />amounts incurred after the end of the current fiscaL period. No penal.ty or expense shall <br />accrue to the County in the event this provision appties. <br />/Q. Contractor Commitments, Warranties and Representations: <br />The Contractor represents and warrants to the County as fotlows: <br />20.1 The Contractor is duLy incorporated, vatidty existing and in good standing <br />under the taws of the State of Washington and has atl requisite corporate <br />power and authority to enter into and to perform its obLigations under this <br />Agreement. <br />20.2 The Contractor has the authority to execute this Agreement, to make the <br />representations and warranties set forth in it and to perform the obtigations <br />of the Contractor under this Agreement in accordance with its terms. <br />20.3 This Agreement has been vatidl.y executed by an authorized representative <br />of the Contractor and constitutes a vatid and legal.l.y binding and <br />enforcea bl.e obLigation of Contractor. <br />ZO.4 The Contractor has or wil,L obtain prior to the commencement date such <br />[icenses, permits and other authorizations from federat, state and other <br />governmental. authorities, as are necessary for the performance of its <br />obl,igations under this Agreement. <br />20.S The Contractor is not in viotation of any appticabte [aw, ordinance or <br />reguLation the consequence of which wit[ or may material'Ly affect <br />Contractor's abiLity to perform its obl,igations under this Agreement. The <br />Contractor is not subject to any order or judgment of any court, tribunal or <br />governmental, agency which material,l,y and adversety affects its operations <br />or assets in the State of Washington, or its abitity to perform its obl'igations <br />under this Agreement. <br />20.6 None of the representations or warranties in this Agreement, and none of <br />the documents, statements, certificates or schedutes furnished or to be <br />turnished by Contractor pursuant hereto or in connection with the <br />performance of the obl,igations contemptated under this Agreement' <br />contains or wil,l, contain any untrue statement of a materiat fact or omits or <br />wil.l, omit to state a materiat fact necessary to make the statements of fact <br />contained therein not misteading. <br />Kittitas County ProfessionaI Services Agreemeni <br />Page9of19