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20.2 The Contractor has the au thority to execute this Agreement, to make the representations and warranties set forth in it and to perfonn the obl.igatlons of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 20.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 20.5 The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or asse,ts in the State of Washington, or its ability to perform its obliga\ions under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certjficates or schedules furnished or to be " furnished by Contra cto r pu rsuant hereto or in connection with the performance of the obligations contemplated under this Agreement, con tain s or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. Palent/Copyrigl1t Infringement: Contractor will defend and indemnify U1e County from any claimed action, cause or demand brought aga in st the County; to the extent such action is based on the claim that information supplied by the Cont ractor Infring es any patent or copyright. The Contractor will pay tho se costs and damage s attrib utable to any such claims that are finally awarded against the County in any action . Such defense and payments a re conditioned upon the following : 21.1 21.2 Contractor shall be notified promptly in writing by County of any notice of such claim . Contractor shall have the right , hereunder, at Its option and expense. to obtain for the County the right to continue using tile information, in th e event such claim of infringement is made, provided no reduction in performance or loss results to tile County. Professional Services Agreement (rev. 1212612016) Page 8of17