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1 8. Withhotding Payment: ln the event the Contractor has fail.ed to perform any obtigation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhol,d atl monies due and payabte to Contractor, without penatty, until such faiture to perform is cured or otherurise adjudicated. 19. Future Non-Attocation of Funds: lf sufficient funds are not appropriated or attocated for payment under this Agreement for any future fiscaI period, the County wit[ not be obl.igated to make payments for services or amounts incurred after the end of the current fiscat period. No penatty or expense shatt accrue to the County in the event this provision appties. 20. Contractor Commitments, Warranties and Representations: The Contractor represents and warrants to the County as fottows: 20.1 The Contractor is duty incorporated, val.idl.y existing and in good standing under the laws of the State of Washington and has atl. requisite corporate power and authority to enter into and to perform 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 obtigations of the Contractor under this Agreement in accordance with its terms.20.3 This Agreement has been vatidty executed by an authorized representative of the Contractor and constitutes a valid and tegatty binding and enforceabte obl,igation of Contractor. 20.4 The Contractor has or witt obtain prior to the commencement date such licenses, permits and other authorizations from federat, state and other governmentaI authorities, as are necessarytor the performance of its obtigations under this Agreement. 20.5 The Contractor is not in viotation of any appl,icabte [aw, ordinance or regutation the consequence of which wit[ or may materiatty affect Contractor's ability to perform its obtigations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunat or governmentaI 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 schedutes furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obtigations contemptated under this Agreement, contains or wi[[ contain any untrue statement of a materiat fact or omits or wil,t omit to state a materiat fact necessary to make the statements of fact contained therein not misteading. Kittitas County ProfessionaI Services Agreement Page9of16