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1 8. Withhol,ding Payment: <br />ln the event the Contractor has fail.ed to perform any obl.igation 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, withhotd at[ monies due and payabte to Contractor, without <br />penatty, untit such fail,ure to perform is cured or otheruirise 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 fiscaL period, the County witl, not be obLigated to make payments for services or <br />amounts incurred after the end of the current fiscat period. No penatty or expense shatl <br />accrue to the County in the event this provision appties. <br />ZO. eontractorCommitments : <br />The Contractor represents and warrants to the County as fottows: <br />20.1 The Contractor is dul,y incorporated, val.idLy existing and in good standing <br />under the taws of the State of Washington and has al,t requisite corporate <br />power and authority to enter into and to perform its obtigations 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,Ly binding and <br />enforceabte obLigation of Contractor. <br />2O.4 The Contractor has or wiLl, obtain prior to the commencement date such <br />licenses, permits and other authorizations from federat, state and other <br />governmental. authorities, as are necessary for the performance of its <br />obtigations under this Agreement. <br />2O.S The Contractor is not in viol.ation of any appl,icabl,e [aw, ordinance or <br />regutation the consequence of which wit[ or may material,l.y affect <br />Contractor's abitity to perform its obl,igations under this Agreement. The <br />Contractor is not subject to any order or judgment of any court, tribunat or <br />governmental, agency which materiatty and adversety affects its operations <br />or assets in the State of Washington, or its abitity to perform its obtigations <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 />furnished by Contractor pursuant hereto or in connection with the <br />performance of the obl,igations contemptated under this Agreement, <br />contains or wil,t contain any untrue statement of a materiat fact or omits or <br />wil.l. omit to state a material fact necessary to make the statements of fact <br />contained therein not misteading. <br />Kittitas County ProfessionaI Services Agreement <br />Page 9 of 20