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L2.5 Contractor is not in violation of any applicable law, ordinance or regulation the conseguence 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 ass-ets in l[e State qf Wa.Shrfrgton, o1 it,s ability !q pqrfqrm ils o-bligations under
<br />this Agreement.
<br />L2.6 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 />L2.7 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 Agreemen! 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. gwnership of ltems Produced: All writings, programs, data, reports, filrns, recordings, or other
<br />materials prepared by Contractor and/or its consultants or subcontractors, in connection with the performance
<br />of this Agreemen! 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.
<br />14. lntellectual ProperW lnfringement: Contractor will defend and indemnifiT 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'
<br />15. Use of Countv Name and Loso: Contractor may not use the County's name, logo(s), trademark(s), or
<br />other identifuing information, or identify the County as a current or former client, on its website or in any
<br />marketing or promotional mat6rials without the prior written consent of the County.
<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 mannen 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 paities, 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. ln 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 Agreemen! (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 { ) the arbitrator's decision or award shall be final and binding on both parties.
<br />17. Confidentialitv: Contractor, its employees, agents and volunteers, and any of Contractot's
<br />subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information
<br />Kittitas County Agreement for Services (rev.5/74/25)
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