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20.3 20.4 24.5 20.9 This Agreement has been validly executed by an authorized representative of the Conbactor and constitutes a valid and legally binding and enforceable oblQation of Contractor. The Contractor has orwillobtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other governmental authorities, as are necessary for the performance of its obllgations under this Agrcement. The Contractor is not in violafion of any applicable law, ordinance or regulation the consequence of which willor may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreernent. None of the representations or wananties 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 underthis Agreement, contains or will contrain any untrue statement of a material fact or omits or will omit to state a materialfact necessary to make the statements of fuct contained therein not misleading. 21. PatenUCopyrisht lnfrinqement: Contractor will defend and indemnfi the County ftom any claimed action, cause or demand brought against the County; to the extent sural'l action is based on lhe claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such clairns that are finally awarded against the County in any action. Such defense and payrnents are conditioned upon the following: 21 .1 Contractor shall be notified promptly in wrtting by County of any notice of such claim. 21.2 Contractor shall have the right hereunder, at its option and expense, to obtain for the County the right to continue using he information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. Diqputes: 22.1 General Differences betrreen he Corrtractor and the Counly, arising under and by virtue of the Agreement Docurnents shall be brought to the attention of the eounty at the earliest possible time in orderthat such matters may be settled or other appropriate aetion prcrnptly taken. Except for such objections as are made of record ln the maRner heneinafier specified and within the time limits stated, the records, order€o instructions, and decisions of the Kiilitas County Commissioners shall be fr nal and conclusive. Professional Services Agreement ( rev. 09/24201 8) Page 8 of 18