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20.2 The C~ntractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obltgatlons of the Contractor under this Agreement in ac€ordance 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 Cc:mtractor 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 goverrimental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the pe~rmance of the obligations contemplated under this Agreement, contains or will contein 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. Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in' any action. Such defense and payments are conqitioned upon the following : ! 21.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21.2 Contractor shall have the right hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss resplts to the County. ! 22. Disputes: ! 22.1 General Differences between the Contractor and the County, ariSing under and by virtue of the Agreement Documents shall be brought to the attention of the Professional Services Agreement (rev. 01/0812018) Page 8 of 16 I