Resolution 2025-083 - Laserfiche WebLink

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20.5 20.6 The Contractor is not in viotation of any appl,icabLe [aw, ordinance or regutation the consequence of which wilt or may materiatty affect Contractor's ability to perform its obtigations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunaI or governmentaI agency which materiatty and adversety affects its operations or assets in the State of Washington, or its abitity to perform its obligations under this Agreement. None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obtigations contemptated under this Agreement, contains or witl contain any untrue statement of a materiaI fact or omits or wil.t omit to state a materiaI fact necessary to make the statements of fact contained therein not misteading. 21 . Patent/Copyright lnfringement: Contractor witt defend and indemnify the County from any ctaimed action, cause or demand brought against the County;to the extent such action is based on the claim that information supptied by the Contractor infringes any patent or copyright. The Contractor witt pay those costs and damages attributabte to any such ctaims that are finatty awarded against the County in any action. Such defense and payments are conditioned upon the fottowing: 21.1 Contractor shatl be notified promptLy in writing by County of any notice of such ctaim. 21.2 Contractor sha[[ have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such ctaim of infringement is made, provided no reduction in performance or [oss resutts to the County. 22. Disputes: 22.1 GeneraI Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shat[ be brought to the attention of the County at the earliest possibl.e time in order that such matters may be settted, or other appropriate action promptl.y taken. Except for such objections as are made of record in the manner hereinafter specified and within the time timits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shatt be finaI and conclusive. 22.2 Notice of PotentiaI Ctaims The Contractor shatl not be entitted to additionalcompensation which otherwise may be payabte, or to extension of time for (1) any act or faiture to act Kittitas Cou nty ProfessionaI Services Agreement Page 10 of 22