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21.1 The Contractor is duly incorporated,validly existing and in good standing under the laws of the State of Washington,and has all requisite corporate power and authority to enter into and to perform its obligationsunder this Agreement. 21.2 The Contractor has the authority to execute this Agreement,to make the representationsand warrantiesset forth in it and to perform the obligations of the Contractor under this Agreementin accordance with its terms. 21.3 This Agreementhas been validly executed by an authorized representativeof the Contractor and constitutesa valid and legally binding and enforceable obligation of Contractor. 21.4 The Contractor has or will obtain prior to the commencementdate such licenses,permits and other authorizationsfrom federal,state and other governmentalauthorities,as are necessary for the performance of its obligationsunder this Agreement. 21.5 The Contractor is not in violation of any applicablelaw,ordinance or regulation the consequence of which will or may materiallyaffect Contractor's ability to perform its obligationsunder this Agreement.The Contractor is not subject to any order or judgmentof any court,tribunal or governmentalagency which materially and adversely affects its operations or assets in the State of Washington,or its ability to perform its obligations under this Agreement. 21.6 None of the representationsor 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 obligationscontemplatedunder this Agreement, contains or will contain any untrue statementof a material fact or omits or will omit to state a material fact necessary to make the statementsof fact contained therein not misleading. 22.Patent/Copyright Infringement: Contractor will defend and indemnify the County from any claimed action,cause or demand brought against the County;to the extentsuch action is based on the claim that information supplied by the Contractor infringes any patent or copyright.The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action.Such defense and payments are conditioned upon the following: 22.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 22.2 Contractor shall have the right,hereunder,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 performance or loss results to the County. 23.Disputes: 23.1 General Professional Services Agreement Page 8