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12.3 This Agreement has been validly executed by an authorized representative of Contractor and
<br />constitutes a valid and legally binding and enforceable obligation of Contractor.
<br />I2.4 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 />I2.7 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 ltems 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.
<br />14. lntellectual propertv lnfrineement: 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 atiributable to any such claims finally awarded against the
<br />county in any action. such defense and payments are conditioned upon the following: (L) contractor shall be
<br />notified promply 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 Loeo: Contractor may not use the County's name, logo(s), trademark(s), or
<br />other identifying inforrnation, or identify the County as a current or former client, on its website or in any
<br />marketing or promotional materials 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 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' 5/74/25)
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