R2026-005 - Laserfiche WebLink

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L2. contractoi, commitments, warranties, and Representations: contractor represents and warrants as follows: 72.1-contractorisdulyincorporated,validlyexistingandingoodstandingunderthelawsofthestate of washington, and has arr requisite corporate power'and authority toenter into and to perform its obligations under this Agreement. t2'2ContractorhastheauthoritytoexecutethisAgreement,tomaketherepresentationsand warrantiessetforthherein,andtoperformitsobligationshereunder. Lz.3 This Agreement has been validly executed by an authorized representative of contractor and constitutes a valid and legally binding and enforceable obligation of contractor' L2.4 Contractor holds, or will obtain prior to commencing work under this Agreement, such licenses, permits and other authorizations from federal, state and local governmental authorities' or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreement, and will maintain such throughout the term of this Agreement' r2.5 contractor is not in violation of any applicable law, ordinance or regulation the consequence of which wi' or may materiaily affect contractor,s abirity to perform its obrigations under this Agreement' contractor is not subject to any order or judgment of any court, tribunal or governmentar agency which materially and adversely affects its operations or assets in the state of washington, ot. its ability to perform its obligations under this Agreement. 12.6contractorisnotpresentlydebarred,suspended,proposedfordebarment'declaredineligibleor voluntarily excluded from covered transactions by any Federal or State department or agency' rz.7 None of the representations or warranties in this Agreement, and none of the documents' statements, certificates or schedures furnished by contractor in connection with the performance of the obrigations contemprated under this Agreement, contains or wit contain any untrue statement of a material fact or omits or wiil omit a materiar fact necessary to make the statements of fact contained therein not misleading' 13.ownershipofltemsProduced:Allwritings,programs,data,reports,films,recordings,orother materiars prepared by contractor and/or its consurtants or subcontractors, in connection with the performance of this Agreement, shat be the sore and absorute property of the county. The county will have all rights of ownership therein, including but not limited to the right to use' copyright' trademark' and/or patent' and the ability to transfer any or all ownership rights' t4. lntellectual ProperW lnfringement: Contractor will defend and indemnify the County from any craimed action, cause or demand brought ugrinrt the county, to the extent such action is based on the claim that information and/or materiars suppried uf contractor infringe any inteilectual property rights of any third party(ies). contractor wiil pay ail costs and damages attributabre to any such craims finaily awarded against the county in any action. such defense and paym"ni, ur" conditioned upon the fotowing: (1) contractor shall be notified promptry in writing by the couniy of any notice of such craim; and (2) contractor shail have the right hereunder, at its option and expense, to obtain for the county the right to continue using the information andlor materiars that are the subject of such craim, provided no reduction in performance or ross resurts to the county' 15. Use of Countv Name and Logo: Contractor may not use the County's name' logo(s)' trademark(s)' or other identifying information, or identify the county as a current or former client' on its website or in any marketing or promotional materials without the prior written consent of the county' Kittitas County Agreement for Services (rev' 5/]4i25) Page t2 of 23