Executed PSA Between KCHD and KCHN Community Health Workers

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20.2 20.s 20.4 20.5 20.6 The contractor has the authority to execute this Agreement, to make therepresentations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with itsterms. This Agreement has been validly executed by an authorized representative of the contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. The contractor has or wiil obtain prior to the commencement date suchlicenses, permits and other authorizations from federal, state and othergovernmental authorities, as are necessary for the performance of its obligations under this Agreement. The contractor is not in vioration of any applicable law, ordinance orregulation the consequence of which will or may materially affectcontractor's ability to perform its obligations under this Agreement. Thecontractor is not subject to any ordeior judgment of any court, tribunal orgovernmental agency which materially and adverse$ a*ects its operations or assets in the state of washington, or iis ability to perform its obligations under this Agreement. None of the representations or warranties in this Agreement, and none ofthe documents, statements, certificates or schedules furnished or to befurnished by contractor pursuant hereto or in connection with theperformance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a materiaffact or omits orwill omit to state a material fact necessary to make the statements of fact contained therein not misleading, 21. PatenUCopvright lnfringement: Contractor will defen_d and indemnify the County from any claimed action, cause or demandbrought against the County; to the extent such bction is based on the claim that informationsupplied by the Contractor infringes any patent or copyright. The Contractor will pay thosecosts and damages attributable to any such claims itral are finally awarded against theCounty in any action. Such defense and payments are conditioned upon the folldwing:21'1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21-2 Contractor shall have the right, hereunder, at its option and expense, to obtainfor the poynty 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. 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and byvirtue of the Agreement Documents shall be brought to the-attention of the Professional Services Agreement Page 8 of 19