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12.5 Contractor is not in violation ofany 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 isnot 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 documel it:,.
<br />statements, certificates or schedules furnished by Contractor in connection with the performance of l|.�-
<br />obligationsowntemp|ate6un6erthisAgreement,contoinuorwi||cuntainanyuntruestatementufmmateria|fact
<br />or omits or will omit a material fact necessary to make the statements of fact contained therein not misleading.
<br />13. � A|� writings, programs, data, reports, films, recordings, or other
<br />-------�i connection with the performance
<br />materials prepared by Contractor and/or its consultants or subcontractors, n conue on
<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 tothe right to use, copyright, trademark, and/or patent, and the
<br />ability totransfer any mrall ownership rights.
<br />14. : 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: (I) Contractor shall be
<br />notified promptly in writing by the County nfany 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/c-,r
<br />materiabthatorethesubVeotofsuchdaim'provide6noreducboninperformanceor|ossresu|tstutheCount�,
<br />15. Use of County Name and Lqgo: Contractor may not use the County'sname, |uQo(d'trade mark(a)'u.
<br />other identifying information, or identify the County as a current or former client, on its w/ebsiie or in any
<br />marketing orpromotional materials without the prior written consent nfthe County.
<br />lG. Iisgultes: Any dispute between the parties arising under or relating to this Agreement shall be
<br />resolved informally ifpossible, 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 Bmard, and the
<br />Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and rules, and make a
<br />determination astothe 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 parties, 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. In 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 Agreement, (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 (4) the arbitrator's decision or award shall be final and binding on both parties.
<br />17. Confidentiali : Contractor, its employees, agents and volunteers, and any of
<br />subcontractors and their employees, agents and volunteers, shall maintain the confidentiality ofall |nformaboo
<br />0tt|tasCounty Agreement for Services (rew.5/14/25)
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