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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 commencementdate such <br />licenses,permits and other authorizationsfrom federal,state and other <br />governmentalauthorities,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 judgmentof 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/Copyright Infrinqement: <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 />County at the earliest possible time in order that such matters may be settled <br />or other appropriate action promptly taken.Except for such objections as are <br />made of record in the manner hereinafter specified and within the time limits <br />stated,the records,orders,instructions,and decisions of the Kittitas County <br />Commissioners shall be final and conclusive. <br />Professional Services Agreement (rev.09/24/2018) <br />Page 8 of 17