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<br />Professional Services Agreement <br />Page 8 of 20 <br /> <br />20. Contractor Commitments, Warranties and Representations: <br />The Contractor represents and warrants to the County as follows: <br />20.1 The Contractor is duly incorporated, validly existing and in good standing <br />under the laws of the State of Washington, and has all requisite corporate <br />power and authority to enter into and to perform its obligations under this <br />Agreement. <br /> <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 /> <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 /> <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 /> <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 /> <br /> <br /> <br />21. Disputes: <br />21.1 General <br /> Differences between the Contractor and the County, arising under and by <br />virtue of the Agreement Documents shall be brought to the attention of the <br />County and the Contractor at the earliest possible time in order that such