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1 8. Withhotding Payment: ln the event the Contractor has faited 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, untiI such faiture to perform is cured or otherurise adjudicated. 19. Future Non-A[location of Funds: lf sufficient funds are not appropriated or attocated for payment under this Agreement for any future fiscal period, the Countywitt not be obtigated to make payments for services or amounts incurred after the end of the current fiscat period. No penatty or expense shall accrue to the County in the event this provision appties. 20. Co ntrac_tor Co m m itments. Wa rra nties a nd Rep rese ntations: The Contractor represents and warrants to the County as fottows: 20.1 The Contractor is duty incorporated, val.idty existing and in good standing underthe 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 vatidl.y executed by an authorized representative of the Contractor and constitutes a vatid and Legal,l,y binding and enforceabLe obLigation of Contractor. 20.4 The Contractor has or will, obtain prior to the commencement date such [icenses, permits and other authorizations from federat, state and other governmental authorities, as are necessary for the performance of its obtigations under this Agreement. 20.5 The Contractor is not in violation of any appticabte [aw, ordinance or regutation the consequence of which wit[ or may material,Ly affect Contractor's ability to perform its obtigations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmentaI agencywhich 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 contemptated under this Agreement, contains or wit[ contain any untrue statement of a material fact or omits or wil.l, omit to state a material fact necessary to make the statements of fact contained therein not misleading. Kittitas County ProfessionaI Services Agreement Page9of19