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1 B. Wi-thhotdingPayment: ln the event the contractor has faited to perform any obli$ation to be pedormed by the contractor under this Agreement within the time set forth in this Agreement, then the county may, upon written notice, withhol,d att monies due and payabte to Contractor' without penatty, untit such faiture to perform is cured or otheruuise adjudicated' lg.FutureNM: lf sufficient funds are not appropriated or attocated for payment under this Agreement for any future fiscat period, the County witl not be obtigated to make payments for services or amounts incurred afterthe end of the currentfiscat period. No penattyorexpense shaLl accrue to the County in the event this provision applies' 20. ContraclorCommitments'Wa presentations: The Contractor represents and warrants to the County as fotlows: 20.1 The Contractor is duty incorporated, vatidty existing and in good standing underthe taws of the State of washington and has alt requisite corporate power and authority to enter into and to perform its obtigations 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 obtigations of the contractor under this Agreement an accordance with its terms. 20.3 This Agreement has been vatidty executed by an authorized representative of the Contractor and constitutes a vatid and tegatLy binding and enforceabte obl'igation of Contractor' 20.4 The Contractor has or witl obtain prior to the commencement date such [icenses, permits and other authorizations from federa[, state and other governmentat authorities, as are necessary for the performance of its obl.igations under this Agreement. 20.5 The contractor is not in viotation of any appticabte [aw, ordinance or regutation the consequence of which wilt or may materiatty affect Contractor's abil,ityto perform its obtigations underthis Agreement' The contractor is not subject to any order or judgment of any court, tribunal or governmentat agency which material,ty and adversety affects its operations or assets in the State of Washington, or its ability to perform its obti$ations 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 obl.igations contempl,ated under this Agreement' contains or witt contain any untrue statement of a material' fact or omits or wilt omit to state a materiat fact necessary to make the statements of fact contained therein not misleading' Kittitas County ProfessionaI Services Agreement Page9of19