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LT-2019-01-PSA-CHAMBEROF COMMERCE If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period,the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period.No penalty or expense shall accrue to the County in the eventthis provision applies. 20.Contractor Commitments,Warranties and Representations: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated,validly existingand in good standing under the laws of the State of Washington,and has all requisite corporate power and authority to enter into and to perform its obligationsunder this Agreement. 20.2 The Contractor has the authority to executethis Agreement,to make the representationsand warrantiesset forth in it and to perform the obligationsof the Contractor under this Agreementin accordance with its terms. 20.3 This Agreementhas been validly executed by an authorized representativeof the Contractor and constitutesa valid and legally binding and enforceable obligationof Contractor. 20.4 The Contractor has or will obtain prior to the commencementdate such licenses,permits and other authorizationsfrom federal,state and other governmentalauthorities,as are necessary for the performance of its obligationsunder 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 obligationsunder this Agreement.The Contractor is not subject to any order or judgmentof any court,tribunal or governmentalagency which materiallyand adversely affects its operationsor assets in the State of Washington,or its ability to perform its obligationsunder this Agreement. 20.6 None of the representationsor warranties in this Agreement,and none of the documents,statements,certificates or schedulesfurnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligationscontemplatedunder this Agreement, contains or will contain any untrue statementof a material fact or omits or will omit to state a material fact necessary to make the statementsof 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 Professional Services Agreement Page 9