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I2.t Contractor is duly incorporated, validly existing and in good standing under the laws of the State
<br />of Washington, and has all requisite corporate power and authority to enter into and to perform its obligations
<br />under this Agreement.
<br />72.2 Contractor has the authority to execute this Agreement, to make the representations and
<br />warranties set forth herein, and to perform its obligations hereunder.
<br />I2.3 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 />72.4 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 />L2.5 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 />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 />L2J 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 Produced: All writi ngs, 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 />1,4. lntellectual PropCtW hfftngemen!: 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.
<br />l-5. Use of Countv Name and Logo: Contractor may not use the County's name, logo(s), trademark(s), or
<br />other identifying information, or identifli 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 />Kittitas County Agreement for Services (rev.5/L4/25)
<br />Page 9 of 19
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