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1 L MfthhsldingPayment: <br />ln the event the Contractor has faited to perform any obl.igation to be performed bythe <br />Contractor under this Agreement within the time set forth in this Agreement, then the County <br />may, upon written notice, withhol.d att monies due and payabte to Contractor, without <br />penatty, until. such faiture to perform is cured or otherwise adjudicated. <br />19.Eu$rr.Ms: <br />lf sufficient funds are not appropriated or altocated for payment under this Agreement for any <br />future fiscat period, the Countywitl. not be obtigated to make payments for services or <br />amounts incurred afterthe end of the current fiscal period. No penatty or expense shatl <br />accrue to the County in the event this provision appties. <br />20. epLIraslu-Qommitme nts-\&affa-0de"s-and-Beplcg.entations: <br />The Contractor represents and warrants to the County as foltows: <br />2A.1 The Contractor is duly incorporated, vatidl.y existing and in good standing <br />under the Laws of the State of Washington and has att requisite corporate <br />power and authority to enter into and to perform its obti$ations under this <br />Agreement- <br />20.2 The Contractor has the authority to execute this Agreement, to make the <br />representations and warranties set forth in lt and to perform the obligations <br />of the Contractor under this Agreement in accordance with its terms. <br />20.3 This Agreement has been validty executed by an authorized representative <br />of the Contractor and constitutes a vatid and tegatty binding and <br />enforceable obtigation of Contractor. <br />2A.4 The Contractor has or wit[ obtain prior to the commencement date such <br />ticenses, permits and other authorizations from federat, state and other <br />governmentat authorities, as are necessary for the performance of its <br />obLigations under this Agreement. <br />20.5 The Contractor is not in viotation of any appticabte taw, ordinance or <br />regutation the consequence of which wil,t or may materiatty affect <br />Contractor's abiLity to perform its obtigations under this Agreement. The <br />Contractor is not subject to any order or judgment of any court, tribunal or <br />governmentat agency which materiatly and adversety affects its operations <br />or assets in the State of Washington, or its abitity to perform its obl.igations <br />under this Agreement. <br />20.6 None of the representations or warranties in this Agreement, and none of <br />the documents, statements, certificates or schedutes furnished or to be <br />furnished by Contractor pursuant hereto or in connection with the <br />performance of the obl.igations contemplated under this Agreement, <br />contains or witt contain any untrue statement of a material fact or omits or <br />witl, omit to state a material, fact necessary to make the statements of fact <br />contained therein not misteading. <br />Kittitas County Professionat Services Agreement <br />Page I of 20