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20.3 20.4 20.5 20.6 This Agreement has been validly executed by an authorized repres6ntative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state and other qovernmental authorities, as are necessary for the performance of its 21- P lnfri Contractor will the County from anY claimed action, cause or demand brought against the CountY;to the extent such action is based on'the claim that information supplied by the Contractor infringes any patent or coPYright.The Contractor will PaY those costs and darnages attributable to any such claims that a re finally awarded against the County in any action. Such defense and PaYments are conditioned upon the following: 21.1 Contractorshall be notified promptly in writing by County of any notice of such obligations under this Agreement. The Contractor is not in violation of any applicable law, ordinance or regulation the consequence of which will or may materially affect CJntractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its Sperations or aJsets-in the State of Washington, or its ability to perform its obligations under this Agreement' None of tne 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 obligations contemplated under thisAgreement, . contains or will contain any untrue statement of a material fact or omits or will omit to state a materialfact necessary to make the statements of fact contained therein not misleading. claim. Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right toiontinue using the information, in the event such claim of infringement-is made, provided no reduction in performance or loss 21-2 22. Di$putes: 22.1 Professional Services Agreem ent {rev' 09i24/201 8) Page I of 17 results to the County General Oitf6renies between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the Jarliest possible time in orderthat such matters may be settled or other appropriate action promptly taken. Except for such objections a: a.re made of reborb in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kiftitas County Commissioners shall be final and conclusive.