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1 8. Withhotding Payment: <br />ln the event the Contractor has faited to perform any obl,igation to be performed by the <br />Contractor under this Agreement within the time set forth in this Agreement, then the County <br />may, upon written notice, withhotd at[ monies due and payabl,e to Contractor, without <br />penatty, untiL such faiture to perform is cured or otherwise adjudicated. <br />19. Future Non-Attocation of Funds: <br />lf sufficient funds are not appropriated or al.tocated for payment under this Agreement for any <br />future fiscat period, the County wil,t not be obtigated to make payments for services or <br />amounts incurred after the end of the current fiscal period. No penatty or expense shatl <br />accrue to the County in the event this provision appties. <br />20. Contractor Commitments, Warranties and Representations: <br />The Contractor represents and warrants to the County as foltows: <br />20.1 The Contractor is duty incorporated, vatidty 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 obtigations 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 it and to perform the obl.i$ations <br />of the Contractor under this Agreement in accordance with its terms. <br />20.3 This Agreement has been val,idty executed by an authorized representative <br />of the Contractor and constitutes a vatid and Legalty binding and <br />enforceabte obtigation of Contractor. <br />20.4 The Contractor has or wil,t obtain prior to the commencement date such <br />[icenses, permits and other authorizations from federat, state and other <br />governmentaL authorities, as are necessary for the performance of its <br />obtigations under this Agreement. <br />20.5 The Contractor is not in viotation of any appl,icabl.e [aw, ordinance or <br />regutation the consequence of which wit[ or may materiatty affect <br />Contractor's abil,ity to perform its obl,igations under this Agreement. The <br />Contractor is not subject to any order or judgment of any court, tribunaI or <br />governmentat agencywhich materiatty and adversety affects its operations <br />or assets in the State of Washington, or its abitity to perform its obtigations <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 contemptated under this Agreement, <br />contains or witl, contain any untrue statement of a materiaI fact or omits or <br />witl, omit to state a materiat fact necessary to make the statements of fact <br />contained therein not misteading. <br />Kittitas County ProfessionaI Services Agreement <br />Page 9 of 20