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uui79u\l I I uz p. tu <br />20.5 <br />20.6 <br />govemmental authorities, as are necessary for the performance of its <br />obligation s u nd er th is Agreement- <br />The Contractoris not in violatlon of anyapplicablelaw, ordinanceor <br />regulation the consequence of which will or may materially affect <br />Confactofs ability to perform its obligations underthis Agreement The <br />Conbactor is not su bject to an y order or ju dgment of an y court, tribu n al or <br />govemmental agency which materially an d adversely affects its <br />operations or assets in the Staie of Washington, or its abilityto perform <br />its obligations u n derth is AgreemenL <br />None of the representations or warranties in this Agreemeni, and none of <br />the documents, statements, certificates or schedulesfurnished orto be <br />furnished by Contractor pursu ant hereto or in connection with the <br />p e rf orma n ce of th e oblig ati on s co nternplated u n der th i s Ag reemen t, <br />contains orwill contain anyuntrue statementof a material fact or onrits or <br />willomit to state a materialfact necessary to make the staternents of fact <br />contained therein nof misleading. <br />21. Patent/Coovrioht ln frinqsnent: <br />Contractor will defend and indemnify the County from any claimed action, cause or <br />deman d brou ght against th e County; to th e extent su ch action is based on th e cla irn th at <br />inforrnationsuppliedbytheContractorinfringesanypatentorcopyright- TheContractor <br />will pay hose costs and damages attributable to any such claims thatare finally awarded <br />againsttheCountyinanyaction. Suchdefenseand paymentsareconditioned upon the <br />following: <br />21.1 Contractor shall be notified promptly in writing by County of any notlce of <br />such claim. <br />21.2 Contractor shall have the right, hereunder, at its option and expense, to <br />obtain forthe Countythe rightto continue using the information, in the event <br />su ch claim of infringement is made, provided no reduction in performance or <br />loss resu lts to th e Cou nty. <br />22. Disputes <br />?2.1 Geneml <br />Differences between the Contractorand tre County, arising under and by <br />virtu e of th e Agreement Documents sh all be brou ght to th e atte n ti o n of th e <br />Countyatthe earliestpossibletime in orderthatsuch mafters may be settled <br />or other appropriate action promptly taken. Except forsu ch objections as are <br />made of record in the manner hereinafterspecified and within the tirne limits <br />stated, the records, orders, instructions, and decisionsof the Kittitas County <br />Commissioners shall be final and conclusive. <br />22.2 N otlce of Pote.ntial Cl ailns <br />The Contractor shall not be entiUed to additional compensatjon which <br />oth envise rnay be payabl e, or io exten s ion of time for (1 ) any act or failu re to <br />act by the County, or(2) the happening of any eventoroccurence, u nless <br />Prof essional Services Agreernent (rev- 09124/:2018) <br />Page8of17