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1 8. Wilh ipldingEaYment: ln the event the contractor has faited to perform any obLigation to be performed bythe Contractor under this Agreement within the time set forth in this Agreement' then the County may, upon written notice, withhold al't monies due and payab|!e to Contractor, without penalty,untitsuchfail.uretoperformiscuredorotherwiseadjudicated. 1 9. nrtunllan4ltocatlol*olf undE: lf sufficient funds are not appropriated or altocated for payment under this Agreement for any future fiscat period, the county wil.l, not be obtigated to make payments for services or amountsincurredaftertheendofthecurrentflcaIperiod' Nopenal'tvorexpenseshall accruetotheCountyintheeventthisprovisionapplies' 24. The Contractor rePresents and warrants to the County as fotlows: 2Aj The Contrac tor is duLy incorporated, vatidty existing and in good standing under the laws of the State of Washington and has d tt requisite corPorate power and autho rity to enter into and to perform its ob tigations under this 2A.2 20.3 20.4 20.5 20.6 Agreement. The contractor has the authority to execute this Agreement, to make the representationsandwarrantiessetfcrthinitandtoperformtheobtigations of the Contractor under this A$reement in acGordance with its terms' ThisAgreementhaSbeenvatidlyexecutedbyanauthorizedrepresentative of the Contractor and constitutes a vatid and tegatty binding and enforceabte obtigation of Contractor' The Contractor has or wil'L obtain prior to the commencement date such ticenses,permitsandotherauthorizationsfromfederat'stateandother governmentat authorities, as are necessary for the performance of its obtigations under this Agreement' The Contractor is not in vioLation of any applicabl'e Law' ordinance or regutation the consequence of which witL or may materiatty affect Contractor's abitity io p"nott its obtigations under this Agreement' The contractor i" not suq."ct to any order or judgment of any col.lrt, tribunal or governmentat agency which materiaLty and adversely affects its operations orassetsintheStateofWashington,oritsabil,itytoperformitsobtigations under this Agreement. NoneoftherepresentationsorwarrantiesinthisAgreement,andnoneof thedocuments,statements,certificatesorschedutesfurnishedortobe furnished by Contractor pursuant hereto or in connection with the performance of the obLigations contemptated underthis Agreement' containsorwittcontainanyuntruestatementofamateriatfactoromitsor witt omit to state a materiaI fact necessary to make the statements of fact contained therein not misleading' Kittitas County Professionai Servlces Agreement Page9of19