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20.2 The Contractor has the authority to execute this Agreement, to make the <br /> representations and warranties set forth in it and to perform the <br /> obligations of the Contractor under this Agreement in accordance with its <br /> terms. <br /> 20.3 This Agreement has been validly executed by an authorized <br /> representative of the Contractor and constitutes a valid and legally <br /> binding and enforceable obligation of Contractor. <br /> 20.4 The Contractor has or will obtain prior to the commencement date such <br /> licenses, permits and other authorizations from federal, state and other <br /> governmental authorities, as are necessary for the performance of its <br /> obligations under this Agreement. <br /> 20.5 The Contractor is not in violation of any applicable law, ordinance or <br /> regulation the consequence of which will or may materially affect <br /> Contractor's ability to perform its obligations under this Agreement. The <br /> Contractor is not subject to any order or judgment of any court, tribunal or <br /> governmental agency which materially and adversely affects its <br /> operations or assets in the State of Washington, or its ability to perform <br /> its obligations under this Agreement. <br /> 20.6 None of the representations or warranties in this Agreement, and none of <br /> the documents, statements, certificates or schedules furnished or to be <br /> furnished by Contractor pursuant hereto or in connection with the <br /> performance of the obligations contemplated under this Agreement, <br /> contains or will contain any untrue statement of a material fact or omits or <br /> will omit to state a material fact necessary to make the statements of fact <br /> contained therein not misleading. <br /> 21. Patent/Cop <br /> yright Infringement: <br /> Contractor will defend and indemnify the County from any claimed action, cause or demand <br /> brought against the County; to the extent such action is based on the claim that information <br /> supplied by the Contractor infringes any patent or copyright. The Contractor will pay those <br /> costs and damages attributable to any such claims that are finally awarded against the <br /> County in any action. Such defense and payments are conditioned upon the following: <br /> 21.1 Contractor shall be notified promptly in writing by County of any notice of such <br /> claim. <br /> 21.2 Contractor shall have the right, hereunder, at its option and expense,to obtain <br /> for the County the right to continue using the information, in the event such <br /> claim of infringement is made, provided no reduction in performance or loss <br /> results to the County. <br /> 22. Disputes: <br /> 22.1 General <br /> Differences between the Contractor and the County, arising under and by <br /> virtue of the Agreement Documents shall be brought to the attention of the <br /> Professional Services Agreement(rev 09/24/2018) <br /> Page 9 of 19 <br />