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<br />
<br />Kittitas County
<br />Cle Elum Transfer Station
<br />Driveway Improvements and Tank Replacement Project Bid Documents
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<br /> 12.7 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 obligations
<br />contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will
<br />omit a material fact necessary to make the statements of fact contained therein not misleading.
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<br /> 13. Ownership of Items 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 of
<br />this Agreement, shall be the sole and absolute property of the County. The County will have all rights of ownership
<br />therein, including but not limited to the right to use, copyright, trademark, and/or patent, and the ability to transfer
<br />any or all ownership rights.
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<br /> 14. Intellectual Property Infringement: Contractor will defend and indemnify the County from any claimed
<br />action, cause or demand brought against the County, to the extent such action is based on the claim that information
<br />and/or materials supplied by Contractor infringe any intellectual property rights of any third party(ies). Contractor
<br />will pay all costs and damages attributable to any such claims finally awarded against the County in any action. Such
<br />defense and payments are conditioned upon the following: (1) Contractor shall be notified promptly in writing by
<br />the County of any notice of such claim; and (2) Contractor shall have the right hereunder, at its option and expense,
<br />to obtain for the County the right to continue using the information and/or materials that are the subject of such
<br />claim, provided no reduction in performance or loss results to the County.
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<br /> 15. Use of County Name and Logo: Contractor may not use the County’s name, logo(s), trademark(s), or
<br />other identifying information, or identify the County as a current or former client, on its website or in any marketing
<br />or promotional materials without the prior written consent of the County.
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<br /> 16. Disputes: Any dispute between the parties arising under or relating to this Agreement shall be resolved
<br />informally if possible. However, in the event such a dispute cannot be so resolved, it shall be adjudicated by a dispute
<br />board (“Dispute Board”) in the following manner: Each party shall appoint one member to the Dispute Board, the
<br />members so appointed shall jointly appoint an additional member to the Dispute Board, and the Dispute Board will
<br />evaluate the facts, Agreement terms, and all applicable statutes and rules, and make a determination as to the
<br />proper resolution of the dispute. Such determination shall be final and binding on both parties. The cost of
<br />resolution will be borne as allocated by the Dispute Board. Alternatively, if agreed to in writing by both parties, the
<br />parties may forego the option of establishing a Dispute Board to adjudicate the dispute, and instead pursue
<br />arbitration, jointly selecting an arbitrator acceptable to both parties. In the event the parties choose to pursue
<br />arbitration, the parties agree that: (1) the fees and expenses of the arbitrator shall be shared equally by both parties
<br />to this Agreement, (2) each party shall bear its own costs and attorney fees, (3) arbitration shall be conducted
<br />according to the commercial arbitration procedures of the American Arbitration Association, and (4) the arbitrator’s
<br />decision or award shall be final and binding on both parties.
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<br /> 17. Confidentiality: Contractor, its employees, agents and volunteers, and any of Contractor’s
<br />subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information
<br />provided by the County or acquired by Contractor in performance of this Agreement, except upon the prior written
<br />consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction
<br />over the County. Contractor shall immediately provide the County notice of any judicial proceedings seeking
<br />disclosure of such information. Contractor agrees to indemnify, defend and hold harmless the County and its
<br />departments, elected and appointed officials, employees, agents and volunteers from all loss or expense, including
<br />but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor’s breach of this
<br />provision. Notwithstanding the foregoing, and to the extent that any information obtained by the Contractor hereunder
<br />is required to be shared with others by the explicit terms of the Scope of Work, this provision shall not be construed
<br />as prohibiting such sharing, provided there are no applicable laws or regulations prohibiting same.
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<br /> 18. Notices: Written notices required or permitted to be provided by one party to the other party under this
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