PSA Amendment 1 with Thorp SD - Laserfiche WebLink

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21. Pa ht lnfrinq ement: Contractor will defend and indemnify the Cou nty from any claimed action, cause or demandbrought against the County; to the extent suc h action is based on the claim that info rmationsupplied by the Contractor infri nges any patent or copyright. The Contractor will pay thosecosts and damages attributa ble to any such claims that are finally awarded a gainst theCounty in any action. Such defense and payments are conditioned u pon the following21.1 Contractor shall be notified promptly in writing by Co unty of any notice of suchclaim 21.2 This Agreement has been varidry executed by an authorizedrepresentative of the contractor and constituies a valid and legallybinding and enforceable obligation of Contractor.The contractor has or will obtain prior to the commencement date suchlicenses, permits and other authorizations from r"J"i"r, ,tate and othergovernmental authorities, as are necessary for the performance of itsobligations under this Agreement. The contractor is not in violation of any applicable law, ordinance orregulation the consequence of which *irr bi. rry *r1"liJly affectcontractor's ability to pe'form its obligation. ,nd", this Agreement. Thecontractor is not subject to any order-or;uogmenl of ,ny .orrt, tribunal orgovernmental agency which materiaily ahd ioverrery a#ects itsoperations or assets in the state of Washingtor, "iii, "nility to performits obligations under this Agreement. |on9 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 thii Agreement,contains or wiil contain any untrue statement or a miteriar fact or omits orwill omit to state a materiai fact necessary to make the statements of factcontained therein not misleading. contractor shall have the right, hereunder, at its option and expense, to obtainfor the county the right to tontinue using the information, in the event suchclaim of infringement is made, provided io reduction in-pertormance or rossresults to the County. 20.3 20.4 20.5 20.6 22. Disputes: 221 General Differences between the contractor and the county, arising under and byvitlue of the Agreement Documents shall be brought'to the attention of theCounty at the earliest possible time in order that sulh matters may be setgedor other appropriate action prompfly taken. Except for such objecfions as aremade of record in the manner hereinafter specified and within the time limitsstated, the records, orders, instructions, and decisions of the Kittitas d;;tyCommissioners shall be final and conclusive. Professional Services Ag reeme nt (rev, 0g124 lZ01 B) Page 11 of20