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20.3 This Agreement has been validly executed by an authorizedrepresentative of the Contractor and constituies a valid and legallybinding and enforceabre obrigation of contractor.20'4 The Contractor has or will obtain prior to the commencement date suchlicenses, permits and other authorizations from teCerat,state ano othergovernmental authorities, as are necessary for the performance of itsobligations under this Agreement.2o'5 The Contractor is not in violation of any applicable law, ordinance orregu.lation the consequence of which will or may materially affectContracto/s ability to perform its obligations unier this Ag'reement. TheContractor is not subject !o any ordeior judgment of any"court, tribunal orgovernmental agency which materially and idversely afiects itsoperations or assets in the State of Washington, or ils ability to performits obligations under this Agreement.20'6 None of the representationi or warranties in this Agreement, and none ofthe documents, statements, certificates or schedul6s furnished or to befurnished by Contractor pursuant hereto or in connection with theperformance of the obligations contemplated under this Ajreement,contains or will contain any untrue statement of a materiaifact or omits orwill omit to state a material fact necessary to make the statements of factcontained therein not misleading. 21. PatenUCopvriqht lnfrinqement: contractor will defend ano inoenrniff the county from any claimed action, cause or demandbrought against the county; to the extent such iction is based on the claim that informationsupplied by the contra.ctor infringes any patent or copyrght. The contractor will pay thosegosts.and damages attributablsto any such claimd inai are finally awarded against theCounty in any action. Such defense "nd payments are conoitioned upon the following:21'1 Contractorshallbe notified promptly in writing by County otanv notice of suchclaim. 21'2 Contractor shall have the right, hereunder, at its option and expense, to obtainfor the goYnty the right to tontinue using the information, in'inl event suchclaim of infringement is made, provided io reduction in perfonnance or lossresults to the County. 22. Disputes: 22.1 General Differences between the contractor and. the county, arising under and byvirtue. of the Agreement Documents shall be brought to tnelttention of theCounty at the earliest possible time in order that suih matters may be setledor other appropriate action prompfly taken. Except for such objections as aremade of record in the manner hereinafter specified and witnin the time limits ltated, the records, orders, instructions, and decisions of the Kittitas d;;tCommissioners shall be final and conclusive. Professional Services Agreement Page 8 of21