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Kittitas County Agreement for Services (rev. 9/19/25)
<br />Page 11 of 19
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<br /> 13 Ownership of Items Produced: All writings, programs, data, reports, films, recordings, or other
<br />materials prepared by Contractor and/or its consultants or subcontractors, in connection with the performance
<br />of this Agreement, shall be the sole and absolute property of the County. The County will have all rights of
<br />ownership therein, including but not limited to the right to use, copyright, trademark, and/or patent, and the
<br />ability to transfer any or all ownership rights.
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<br /> 14 Intellectual Property Infringement: Contractor will defend and indemnify the County from any
<br />claimed action, cause or demand brought against the County, to the extent such action is based on the claim that
<br />information and/or materials supplied by Contractor infringe any intellectual property rights of any third
<br />party(ies). Contractor will pay all costs and damages attributable to any such claims finally awarded against the
<br />County in any action. Such defense and payments are conditioned upon the following: (1) Contractor shall be
<br />notified promptly in writing by the County of any notice of such claim; and (2) Contractor shall have the right
<br />hereunder, at its option and expense, to obtain for the County the right to continue using the information and/or
<br />materials that are the subject of such claim, provided no reduction in performance or loss results to the County.
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<br /> 15 Disputes: Any dispute between the parties arising under or relating to this Agreement shall be
<br />resolved informally if possible. However, in the event such a dispute cannot be so resolved, it shall be adjudicated
<br />by a dispute board (“Dispute Board”) in the following manner: Each party shall appoint one member to the Dispute
<br />Board, the members so appointed shall jointly appoint an additional member to the Dispute Board, and the
<br />Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and rules, and make a
<br />determination as to the proper resolution of the dispute. Such determination shall be final and binding on both
<br />parties. The cost of resolution will be borne as allocated by the Dispute Board. Alternatively, if agreed to in writing
<br />by both parties, the parties may forego the option of establishing a Dispute Board to adjudicate the dispute, and
<br />instead pursue arbitration, jointly selecting an arbitrator acceptable to both parties. In the event the parties
<br />choose to pursue arbitration, the parties agree that: (1) the fees and expenses of the arbitrator shall be shared
<br />equally by both parties to this Agreement, (2) each party shall bear its own costs and attorney fees, (3) arbitration
<br />shall be conducted according to the commercial arbitration procedures of the American Arbitration Association,
<br />and (4) the arbitrator’s decision or award shall be final and binding on both parties.
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<br /> 16. Confidentiality: Contractor, its employees, agents and volunteers, and any of Contractor’s
<br />subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information
<br />provided by the County or acquired by Contractor in performance of this Agreement, except upon the prior
<br />written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired
<br />jurisdiction over the County. Contractor shall immediately provide the County notice of any judicial proceedings
<br />seeking disclosure of such information. Contractor agrees to indemnify, defend and hold harmless the County
<br />and its departments, elected and appointed officials, employees, agents and volunteers from all loss or expense,
<br />including but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor’s
<br />breach of this provision. Notwithstanding the foregoing, and to the extent that any information obtained by the
<br />Contractor hereunder is required to be shared with others by the explicit terms of the Scope of Work, this
<br />provision shall not be construed as prohibiting such sharing, provided there are no applicable laws or regulations
<br />prohibiting same.
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<br /> 17. Notices: Written notices required or permitted to be provided by one party to the other party
<br />under this Agreement may be provided by personal delivery, legal courier service, or certified mail, postage
<br />prepaid and return receipt requested. Notice may be provided by regular first-class mail if simultaneous notice is
<br />provided by email. Notices given by Contractor shall be provided to the County’s point of contact listed on page
<br />1 of this Agreement, at the address there listed, and to the department head of the county department for which
<br />services under this Agreement are rendered. Notices given by the County shall be provided to Contractor at
<br />Contractor’s address listed on page 1 of this Agreement.
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