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12.Lcontractor is duly incorporated, validly existing and in good standing under the laws of the state of washington, and has arr requisite corporate power'and authority to enter into and to perform its obligations under this Agreement. l,T.2ContractorhastheauthoritytoexecutethisAgreement'to warrantiessetforthherein,andtoperformitsobligationshereunder' 1'2.3ThisAgreementhasbeenvalidlyexecutedbyanauthorizedrepresentativeofContractorand constitutes a valid and'iegally binding and enforceable obligation of Contractor' L2.4 cerntractor hoids, or will obtain prior to commencing work under this Agreement' such licenses' permits and other outhorizations from federar, state and rocargovelnmentar authorities' or from any applicable industrial or professional certiflcation 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 wiil or may materiaily affect contractor,s abiliiy ro perform its obrigations under this Agreement' contractor is noi subject to 3*y orcJer .r jucJgment of any court, tribunal or go'le.nmental agencY which materially and adversely affects irs operations cr assels in the state cf washington,ir its ability to perform its obligaticns under this Agreement- T2.6Contractorisnotpresentlydebarred,suspended'proposedfordebarment'declaredineligibleor voluntarily excluded from covered transactions by any Federal or state department or agency' t2] None of the representations or warranties in this Agreement' and none of the documents' statements, certificates or schedules furnished by Contractot in cJnnection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or onrits or will omit a material fact necessary tO rnake the statements of fact contained therein not misleading' l3.OwnershipofltemsProduced:Allwritings'programs'data'reports'films'recordings'orother materiars prepared uyTontr".tor and/or its consurtants or subcontractors, in connection with the performance of this Agreement, shall be the sole and absoiute property of the counly- The County will have all rights of ovunership therein, including but not limited to the right to use, copyright, trademark, andf ar patent' and the ability to transfer any or all ownership rights' 1'4-lntellectualPropertYlnfrin*ernent:ContractorwilldefendandindemnifytheCountyfromany claimed actton, cause or demancl brought ug'i*'the County' ts the extent such actiOn is based on the claim that information and/or materiars suppriecr br7 contractor infringe any intelrectua{ property riglrts of any third partyiies).Contractorwillpayallcostsandclamagesattributabletoanvsuchclaimsfinallyawardedagainstthe county in any action. such defense and paymenl, ,ru conditioned upon the following: (1f contractor shall be notified promptty in writing by the County;i;.y notice of such cta.imi u"O !i] to.T-':".t'ot shail have the right hereunder, at its option and expense, to obtain ior tne county the right to continue using the information and/or materials that are the subject of such claim, provided no reduction in parformance or loss results to the C'Unty. follows: Kittitas County Agreement for Services (rev' 5174/25) Page 13 of 24 L2 make the rePresentations and