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1 8. Withhol.dingeaymeff: ln the event the Contractor has faited to perform any obtigation to be pefformed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhol,d at[ monies due and payabl'e to Contractor, without penatty, untit such faiture to perform is cured or otherwise adjudicated' 1 9. tuturaNon-dlloeatian-ofEunds : lf sufficient funds are not appropriated or attocated for payment under this Agreement for any future fiscal. period, the County witt not be obtlgated to make payments for services or amounts incurred after the end of the current fiscal period' No penal'ty or expense sha[[ accrue to the County in the event this provision appties' 20.qontraator$*ornmitrn-enls,Warrantie-s-and5-epre-sgdation$: The contractor represents and warrants to the county as foltows: 2A.1 The Contractor is du[y incorporated, vatidly existing and in good standing under the taws of the state of washington and has al'|. requisite corporate power and authority to enter into and to per{orm its obl'igations 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 obligations of the contractor under this Agreement in accordance with its terms' 20.3 This Agreement has been val'idty executed by an authorized representative of the Contractor and constitutes a vatid and Legatty binding and enforceabte obtigation of Contractor' 2A.4 The contractor has or wilL obtain prior to the commencement date such licenses, permits and other authorizations from federa[, state and other governmentat authorities, as are necessary for the performance of its obtigations under this Agreement' 20-5 The contractor is not in viol.ation of any appl,icabl'e taw, ordinance or regutation the consequence of which witL or may material'ty affect contractor's abitity to perform its obtigations under this Agreement' The contractor is not subject to any order or judgment of any couft, tribunat or governmentat agency which materiatl.y and adversel,y affects its operations or assets in the State of Washington, or its abil'ity to perform its obtigations under this Agreernent' 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 performa nce of the obl'i$ations contemptated under this Agreement, contains or witt contain any untrue statement of a materia[ fact or omits or wiil. omit to state a materiaI fact necessary to make the statements of fact contained therein not misteading' Kittitas County Professionat Services Agreement Page I of 19