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power and authority to enter into and to perform its obligations 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 <br />obligations of the Contractor under this Agreement in accordance with its <br />terms. <br />20.3 This Agreement has been validly executed by an authorized <br />representative of the Contractor and constitutes a valid and legally <br />binding and enforceable obligation of Contractor. <br />20.4 The Contractor has or will obtain prior to the commencement date such <br />licenses, permits and other authorizations from federal, state and other <br />governmental authorities, as are necessary for the performance of its <br />obligations under this Agreement. <br />20.5 The Contractor is not in violation of any applicable law, ordinance or <br />regulation the consequence of which will or may materially affect <br />Contractor's ability to perform its obligations under this Agreement. The <br />Contractor is not subject to any order or judgment of any court, tribunal or <br />governmental agency which materially and adversely affects its <br />operations or assets in the State of Washington, or its ability to perform <br />its obligations under this Agreement. <br />20.6 None of the representations or warranties in this Agreement, and none of <br />the documents, statements, certificates or schedules furnished or to be <br />furnished by Contractor pursuant hereto or in connection with the <br />performance of the obligations contemplated under this Agreement, <br />contains or will contain any untrue statement of a material fact or omits or <br />will omit to state a material fact necessary to make the statements of fact <br />contained therein not misleading. <br />21. PatenUCopyrigh t Infringement: <br />Contractor will defend and indemnify the County from any claimed action, cause or <br />demand brought against the County; to the extent such action is based on the claim that <br />information supplied by the Contractor infringes any patent or copyright. The Contractor <br />will pay those costs and damages attributable to any such claims that are finally awarded <br />against the County in any action. Such defense and payments are conditioned upon the <br />following: <br />21.1 <br />21.2 <br />22. Disputes: <br />Contractor shall be notified promptly in writing by County of any notice of <br />such claim. <br />Contractor shall have the right, hereunder, at its option and expense, to <br />obtain for the County the right to continue using the information, in the event <br />such claim of infringement is made, provided no reduction in performance or <br />loss results to the County. <br />22.1 General <br />Professional Services Agreement <br />Page 8