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L2.5 Contractor is not in violation of any applicable law, ordinance or regulation the consequence of
<br />whichwillormaymateriallyaffectcontractor'sabilitytoperformitsobligationsunderthisAgreement' 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 />LZ.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 />L2.7 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
<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 ltemS prodUCed: All writings, programs, data, reports, films' recordings, or other
<br />materials prepared by c-tr*t"r rrd/or iti 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, trademarl<, and/or patent, and the
<br />ability to transfer any or all ownership rights.
<br />t4. lntellectual propertv lnfringement: 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 br/ contractor infringe any intellectual property rights of any third
<br />party(ies). contractor will pay all costs .ni durrg.s attributable to any such claims finally awarded against the
<br />county in any action. such defense and paym"ni, ur" 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 counti 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 />15. Use of Countv Name and Logo: Contractor may-not-use-the County'-s name, logo(s), trademarls(s), or
<br />other identitying inrorrn"rtion, o, icentify 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 />t6, Disputes: Any dispute between the parties arising under or relating to this Agreement shall be
<br />'""rolu"d
<br />inrofr.rlly if possible, 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 Board, and the
<br />Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and rules, and make a
<br />determinationastotheproperresolutiontttn"dispute. suchdeterminationshallbefinalandbindingonboth
<br />parties. The cost of resolution wilt 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. ln the event the parties
<br />choose to pursue arbitration, the parties alree that: (L) the fees and expenses of the arbitrator shall be shared
<br />equally by both parties to this Agreemen! (l) eacrr 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 ( ) the arbitrator's decision or award shall be final and binding on both parties'
<br />L7. Confidentialitv: contractor, iti 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 />Kittitas County Agreement for Services (rev.511"4/25lr
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