Fully executed PSA with Compass Direct and KCSO

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20.4 The Contractor has orwill obtain priorto the commencement date such licenses, permits and otherauthorizations fiom federal, state and other governmentalauthorities, ag are necesearyforthe performance of ils obligations under thls Ag reernent. 20.8 The Contractor is not ln violation of any appllcable law, ordinan@ or regulation the mnsequence of which will or may materially affect Gontracto/s ability to perform its obligatlons under thls Agreernent. The Contnac,tbr is not subject to any order or judgment of any oourt, tribunal or govemmental agency whish materially ard adversely affects its operatlons or assets in the $tate of Washlngton, or its abilityto perform its obligations under this Agreement. 90.6 None of the representations or wananties in thisAgreement, and none of the doouments, statements, certiffcates or schedules furnished or to be furnished by Contractor pursuant hereto or in aonnecfion with the perforrnanoe of the obligations contemplated under this Agreement, containg or will eontrain any untrue statement of a matefial fact or omits or will ornit to state a material fad necessary to make the statements of fact contalned therein not misleadlrg. 21, P#enU9gpy:kht lnfrinqement: Gontrrctor will defend and indemniff the County from any claimed ac'tion, cause or demand broughtagainstthe Qour$;tothe extent suctr ac'tion is based on the dairn fiat information supplied by the Contnactor infringes any patent or copyright. The Contnaetorwill pay those costs and damages attrtbutable to any such claims that are finally awardd against the Coung in any acffon. $uch defense and payments are oonditioned upon the followlng: 21 .1 Contractor shall be rptr'fied promptly in writlng by @unty of any notice of sucf,i claim. 2l ,2 Contrac{or shall have the righq hereunder, at its option and expense, to obtain for the County the right to continue using he information, in the event such alaim of infringement ls rnade, provlded no tduutlon ln perfomance or lose results to the County, 22, Pisnutes: 22.1 General Diffisrcnces between the Conhactor and the County, afising under and by virtue of the Agreement Documenb shall be brought to the aftention of the Gountyatthe earliest possible time in ordertlrat such matters may besettbd orother approprlate action promptV taken. Except for such objec{ions a$ arc made of record in the mannerhereinqfter speclfted and withlnthe time limits stated, the records, ordetsi instructions, and &clsions of the Kifiitas County Commisdonerc shall be final and conclusive, 22.2 Notice.of Potentia!,9lalms Prsfess{ornl Sorvices Agreenent (rev. 00/24f201 8] Page 0 of 18