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20.2 The Gontractor has the auffrority to execute this Agreement, to make the <br />representations and wananties set brth in it and to perbrm the <br />oblbations of the Contractor under this Agreement ih accordanoe with its <br />t€rms.20.3 This Agreement has been validly executed by an authorized <br />representative of the ContraEtor and constitutes a valid and legally <br />binding and enforceable obligation of Contrac.tor.20.4 The Contractor has or will obtain prior to the commencement date such <br />lioenses, permits and other authorizations ftom federal, state and otrer <br />govsrnmentalauthorities, as are neoessary forthe performance of lts <br />obllgations under thls Agreement.20.5 The Contractor is not in violation of any applicable law, ordinanoe or <br />regulation the consequenoe of which willor may materially afiec,t <br />Contrac{o/s ability to perform its obligations underthisAgreement. The <br />Contractor is not subjec't to any order or judgment of any court, tribunal or <br />govemmental agency which materially and advensely affec;ts its <br />operatlons or assets in the State of Washington, or ils ability to perform <br />its obligations under this Agreement.20.6 None of the representrations orwanantiEs in thisAgreement, and nons of <br />the documents, stratemenls, cartificates or schedules fumished or to be <br />fumished by Contrac{or pursuant hereto or in connection with the <br />performanoe of the obligations contemplated underthis Agreement, <br />containE or will contrain any untrue stratement of a matedal fact or omitrs or <br />willomit to state a matedalfact necessary to make the statemenb of fact <br />contrained thersin not misleading. <br />21. PatenU0oovrioht lnftingement: <br />Contractor will debnd and indemnlff the County frorn any daimed ac'tion, cause or <br />demand bmught against the Gounty; to thE extent such adion is based on the claim that <br />inbrmation supplied by the Gonfractor infringes any patent or copyright. The Conhac{or <br />will pay hoee oosts and damage atbibrirable to any such clalms that are finally awarded <br />against the Gounty in any ac'tion. Such debnse and payments are conditioned upon the <br />bllowirlg: <br />21.1 Contractor ghall be notifted promp$y in wdting by County of any notioe of <br />such c-laim. <br />21.2 Contrac'tor shall have the right, hereundEr, at its option and expense, to <br />obtain brthe Coung fie rightto continue using the information, in lhe event <br />such claim of inftingement is made, provided no redudion in perbrmance or <br />loss resulb to the County. <br />22. Disoutes: <br />22.1 General <br />Difrrences betu€sn he Conbac{or and lhe Gounty, arising under and by <br />virtue of ttp Agreement Documents shall be brought to the attention of the <br />Profbsslonal Sewie Agrcement (lw. Agn4n0/.S') <br />Page E ol 17