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power and authority to enter into and to perform its obtigations under this <br />Agreement. <br />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 obtigations <br />of the Contractor under this Agreement in accordance with its terms. <br />20.3 This Agreement has been vatidl.y executed by an authorized representative <br />of the contractor and constitutes a vaLid and tegatLy binding and <br />enforceabte obtigation of Contractor' <br />20.4 The Contractor has or witl obtain prior to the commencement date such <br />licenses, permits and other authorizations from federa[, state and other <br />governmentat authorities, as are neceSSary for the performance of its <br />obligations under this Agreement. <br />20.5 The Contractor is not in viotation of any appticabte law, ordinance or <br />regutation the consequence of which witL or may materia[Ly affect <br />Contractor's abitityto perform its obtigations under this Agreement. The <br />Contractor is not subject to any order or judgment of any court, tribunaI or <br />governmentat agency which materiatl.y and adversety affects its operations <br />or assets in the State of Washington, or its abi[ity to perform its obtigations <br />under this Agreement. <br />20.6 None of the representations or warranties in this Agreement, and none of <br />the documents, statements, certificates or schedutes furnished or to be <br />furnished by Contractor pursuant hereto or in connection with the <br />performance of the obtigations contemptated under this Agreement' <br />contains or witt contain any untrue statement of a materiaI fact or omits or <br />witt omit to state a materiaI fact necessary to make the statements of fact <br />contained therein not misleading. <br />21 . Patent/Copyright lnfringement: <br />contractor wil.t defend and indemnify the county f rom any ctaimed action, cause or demand <br />brought against the County; to the extent such action is based on the ctaim that information <br />suppl,ied by the Contractor infringes any patent or copyright. The Contractor wit[ pay those <br />costs and damages attributabte to any such claims that are finaLLy awarded against the <br />county in any action. such defense and payments are conditioned upon the fottowing: <br />21.1 Contractor shatt be notified promptl.y in writing by County of any notice of such <br />ctaim. <br />21.2 Contractor shatl 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 />ctaim of infringement is made, provided no reduction in performance or loss <br />resutts to the County- <br />22. Disputes: <br />22.1 GeneraI <br />Kittitas County Prof essiona L Services Agreement <br />Page9of18