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1 8. Withho[ding Payment: <br />ln the event the Contractor has faited to pefform any obl.igation to be performed bythe <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 payabl.e to Contractor, without <br />penatty, untit such faiture to perform is cured or otherwise adjudicated' <br />19. Future Non-Attocation of Funds: <br />lf sufficient funds are not appropriated or atl.ocated for payment under this Agreement for any <br />future fiscat period, the County wiLt not be obtigated to make payments for services or <br />amounts incurred after the end of the current fiscal. period. No penatty or expense shatl <br />accrue to the County in the event this provision appties. <br />20. co ntractor co m m itm e nts, wa rra nties- and Re preseltations: <br />The Contractor represents and warrants to the County as fottows: <br />20.1 The Contractor is duty incorporated, vatidl,y existing and in good standing <br />under the l,aws of the State of Washington and has atL 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 obl'igations <br />of the Contractor under this Agreement in accordance with its terms. <br />20.g This Agreement has been val.idty executed by an authorized representative <br />of the Contractor and constitutes a vatid and LegatLy binding and <br />enforceabl.e obl'igation of Contractor. <br />20.4 The Contractor has or witt obtain prior to the commencement date such <br />licenses, permits and other authorizations from federa[, state and other <br />governmental, authorities, as are necessary for the performance of its <br />obl.i$ations u nder this Agreement. <br />2O.S The Contractor is not in vio[ation of any appticabLe [aw, ordinance or <br />regul,ation the consequence of which wit[ or may materiatty 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, tribunal or <br />governmental. agency which materiaLl.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 />furnished by Contractor pursuant hereto or in connection with the <br />performance of the obtigations contemptated under this Agreement, <br />contains or wil,t contain any untrue statement of a materiaI 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 Agi'eement <br />Page 9 of 21