SH22-004 2022 PSA - Dr. Rowe - Laserfiche WebLink

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governmental authorities, as are necessary forth e performance of its obligations u nderth is 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 underth is Agreement The Contractor is not subject to any order or judgment of any court, tribunal or governmental agencywhich materially and adversely affects its operations or assets in the State of Wash ington, or its ability to perform its obligations u nderth is 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 performance of the obligations contemplated under this Agreement, contains orwilIcon tain any untrue statement of a material factor omits or will omit to state a material fact necessary to make the statements of fact contained therein notmisleading. 21. Patent(CopyrightInfringement: Contractor will defend and indemnify the County from any claimed action, cause or demand broughtagainstthe County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patentor copyright. The Contractor will pay those costs and damages attributable to any such claims thatare finally awarded againstthe County in any action. Such defense and payments 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, hereunder, at its option and expense, to obtain forthe Countythe dghtto continue using the information, in the event such claim of infringementis made, provided no reduction in performance or loss resu Its to th a County. 22. Disputes: 22.1 Gen eral Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be broughtto the attention of the County atthe earliestpossibietime in orderthatsuch matters maybe settled or oth er appropriate action promptly taken. Except forsuch objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, in stru ctions, and decisions of the Kittitas Cou my Commissioners shall be final and conclusive. 22.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise maybe payable, orto extension of time for(1) any actor failure to act by the County, or(2) the happening of any eventoroccurrence, unless Professional Services Agreement (rev. 09/2412018) Page 8of 17