Res-2020-104 PSA Amendment - Laserfiche WebLink

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obligations of the Contractor under this Agreement in accordance with its terms. 20.3 This Agreement has been varidry 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 othergovernmental authorities, as are necessary for the performance of its obligations under this Agreement.2A'5 The Contractor is not in violation of any applicable law, ordinance orregulation the consequence of which will or may materially affectContractor's ability to perlorm its obligations under this Rgreement. TheContractor is not subject to any order or judgment of anylourt, tribunal crgovernmental agency which materially and adversely affects its operations or assets in the State of Washington, or iis ability to perform its obligations under this Agreement.20.6 None of the representations or warranties in this Agreernent, and none ofthe documents, statements, cerlificates or schedules furnished or to befurnished by Contractor pursuani hereto or in connection with theperlormance of the obligatiorrs contemplated under this Agreement, contains or wili contain any untrue statement of a material fact or omits orwill omit to state a material fact necessary to make the statements of fact contained therein not misleading. 2 1 . PqtqnV*Cqpvli gttt Jnjlng"e_rfl enli Contractor will defend and indemnify the County from any claimed action, cause ordemand brought against the County; to the extent such action is based on the claim thatinformation supptied by the C.ontractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims thai are finally awarded against the County in any action. Such defense and paymenis are conditioned 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, hereunc1er, 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 perlornrance or loss results to the County. 22. Disputgs: 22.1 Genqrai Differences between the contr.actor and the county, arising under and by virtue of the Agreerneni Documents shall be brought to thelttention of the County at the earliest possible time in order that such matters may be setiled or other appropriate action promptly taken, Except for such objeciions as are P rofessiona I $ eruices Agreement (r ev. 09 I 24 / 2A 1 8) Page I of 19