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t 8. WithhotdinE Pavment: ln the event the Contractor has faited to perform any obtigation to be performed by the ContractorunderthisAgreementwithin the time set forth in thisAgreement, then the County may, upon written notice, withhotd atl monies due and payabte to Contractor, without penatty, until such faiture to perform is cured or otherwise adjudicated. 19. Future Non-Attocation of Funds: lf sufficient funds are not appropriated or atlocated for payment under this Agreement for any future fiscat period, the County witt not be obtigated to make payments for services or amounts incurred after the end of the current fiscat period. No penal,ty or expense shatt accrue to the County in the event this provision applJes. 20. Contractor Commitments. Warranties and Reoresentations: The Contractor represents and warrants to the County as fottows: 20.1 The Contractor is duty incorporated, vatidty existing and in good standing under the laws of the State of Washington and has al.t 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 in accordance with its terms. 20.3 This Agreement has been val.idl,y executed by an authorized representative of the Contractor and constitutes a vatid and tegal.ty binding and enforceabte obtigation of Contractor. 20.4 The Contractor has or wit[ obtain prior to the commencement date such [icenses, permits and other authorizations from federat, state and other governmentat authorities, as are necessary for the performance of its obtigations under this Agreement. 20.5 The Contractor is not in viotation of any appticabl,e [aw, ordinance or regutation the consequence of which witL or may material.ty affect Contractor's abil.ity to perform its obtigations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmentat agency which materiatty and adversety affects its operations or assets in the State of Washington, or its abitity to perform its obtigations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obtigations contemplated under this Agreement, contains or witt contain any untrue statement of a materiat fact or omits or witt omit to state a materiaI fact necessary to make the statements of fact contained therein not misteading. Kittitas County Prof essionaL Services Agreement Page 9 of 20