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t2,5 Contractor ls not in violation of any applicable law, ordlnance or regulatlon the consequence of
<br />whichwillormaymaterlallyaffectContractor'sabllitytoperformitsobligationsunderthisAgreement. Contractor
<br />is not subject to any.order orJudgment of any court, trlhunalor governmental agency whlch materlally and
<br />adversely affects its operations or assets ln the State of Washlngton, or its abillty to perform its obligailons under
<br />thls Agreement,
<br />72,6 Contractor ls not presently debarred, suspended, proposed for debarment declared lneliglble or
<br />voluntarlly excluded from covered transactlons by any Federal or State department or agency.
<br />72,7 None of the representations or warranties ln thls Agreement and none of the documents,
<br />statements, certlficates or schedules furnlshed by Contractor in connectlon with the performance of the
<br />obligatlons contemplated under thls Agreement, contalns or will contaln any unffue statement of a materlal fact
<br />or omits or wlll omit a materlal fact necessary to make the statements of fact contained therein not mlsleadlng.
<br />13. 9wnerchlp of ltems hoduce4: All writings, prograrns, data, reports, fllms, recordhgs, or other
<br />materlals prepared by Contractor and/or fts consultants or subcontractors, ln connection wlth the performance
<br />of this Agreement, shall be the sole and absolute property of the County. The county wlll have all rights of
<br />ownership thereln, lncludlng but not limited to the right to use, copyrlght, trademark, and/or patent, and the
<br />ablllty to transfur any or allownershlp rlghts.
<br />14. lntellectual Prcpertv lnfrlnremqnt Contractor wlll defend and indernniff the County from any
<br />clalmed actlon, cause or demand brought againstthe County, to the extent such actlon is based on the claim that
<br />lnformatlon andlor materials supplied by Contractor lnfrlnge any lntellectual property rlghts of any third
<br />party(iesl. Contractor wlll pay all osts and damages attributable to any such claims finally awarded against the
<br />County in any action. Such defense and payments are condltloned upon the followlng: (1! Conkactor shall be
<br />notlfied promptly ln wrltlng by the County of any rptice of such claim; and (2) Contractor shall have the rlght
<br />hereunder, at its optlon and expense, to obtaln for the County the right to contlnue using the lnformatlon and/or
<br />materlals that are the subject of such claim, provlded no reduction ln performance or loss results to the County.
<br />15, Use of CounW Name and L,gEo: Contractor may not use the CounVs name, logo(s), trademark(s), or
<br />other identiffing informatlon, or ldentifu the County as a current or former cllent, on its webslte or in any
<br />marketing or promotlonal materials wlthout the prlor wrltten consent of the county,
<br />16, Dlsputes: Any dispute between the parties arlslng under or relating to thls Agreement shall be
<br />resolved informally lf posslble. However, ln the event such a dlspute cannot be so resolved, it shall be adJudlcated
<br />by a dlspute board ("Dispute Board") ln the followlng manner: Each partyshallappolnt one memberto the Dispute
<br />Board, the members so appolnted shall Jolntly appolnt an addltlonal member to the Dlspute Board, and the
<br />Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and rules, and make a
<br />determlnation as to the proper resolutlon of the dispute. Such determinatlon shall be flnal and binding on both
<br />parties. The cost of resolutlon will be borne as allocated by the Dlspute Board. Alternativelg if agreed to ln wrlting
<br />by both parties, the parties may forego the option of establlshlng a Dispute Board to adjudlcate the dlspute, and
<br />lnstead pursue arbitratlon, jointly selectlng an artitrator acceptable to both parties. ln the event the parties
<br />choose to pursue arbltration, the partles agree that: (f) the fees and expenses ofthe arbltratorshall be shared
<br />equally by both parties to this Agreement, (2| each party shall bear its own msts and attorney fees, {3) arbltratlon
<br />shall be conducted accordlng to the comrnercial arbltratlon procedures of the Amerlcan Arbitration Association,
<br />and (4) the arbltratods decision or award shall be flnaland blnding on both parUes.
<br />t7, Confldentlalltt{: Contractor, lts employees, agents and volunteers, and any of Contracto/s
<br />subcontractors and thelr employees, agents and volunteers, shall maintain the confldentlallty of all lnfurmailon
<br />Agreement between Kittltas Cou nty Jall and Rosauers Superma*ets, lnc./Super 1 Pharmacy for prescriptlon services.
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