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12.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses,
<br />permits and other authorizations from federal, state and local governmental authorities, or from any applicable
<br />industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its
<br />obligations under this Agreement, and will maintain such throughout the term of this Agreement.
<br />12.5 Contractor is not in violation of any applicable law, ordinance or regulation the consequence of
<br />which will or may materially affect Contractor's ability to perform its obligations under this Agreement. Contractor
<br />is not subject to any order or judgment of any court, tribunal or governmental agency which materially and
<br />adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under
<br />this Agreement.
<br />12.6 Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or
<br />voluntarily excluded from covered transactions by any Federal or State department or agency.
<br />12.7 None of the representations or warranties in this Agreement, and none of the documents,
<br />statements, certificates or schedules furnished by Contractor in connection with the performance of the
<br />obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact
<br />or omits or will omit a material fact necessary to make the statements of fact contained therein not misleading.
<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. The County hereby grants to the Contractor a royalty free, non-
<br />exclusive, worldwide, irrevocable license to use such materials for educational and research purposes, including
<br />but not limited to publishing papers, or presenting information pertaining to the materials at symposia,
<br />professional meetings, and the like.
<br />14. Intellectual Prn a y fnfrin ement: To the extent permitted by law, Contractor will defend and
<br />indemnify the County from any claimed action, cause or demand brought against the County, to the extent such
<br />action is based on the claim that information and/or materials supplied by Contractor infringe any intellectual
<br />property rights of any third party(ies). Contractor will pay all costs and damages attributable to any such claims
<br />finally awarded against the County in any action. Such defense and payments are conditioned upon the following:
<br />(1) Contractor shall be notified promptly in writing by the County of any notice of such claim; and (2) Contractor
<br />shall have the right hereunder, at its option and expense, to obtain for the County the right to continue using the
<br />information and/or materials that are the subject of such claim, provided no reduction in performance or loss
<br />results to the County.
<br />15. Use of Parties' Name and Logo: Either party may not use the other party's name, logo(s),
<br />trademark(s), or other identifying information, or identify the other party as a current or former client, on its
<br />website or in any marketing or promotional materials without the prior written consent of the other party.
<br />16. 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 />Kittitas County Agreement for Services (rev. 5/14/25)
<br />Page 23 of 32
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