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12.3 Thls Agreement has been validly executed by an authorized representative of Contractor and constltutes a valld and legally bindlng and enforceable obligatlon of Contractor. 12,4 Contractor holds, or wltl obtain prior to commencing work under this Agreement, such licenses, perrnits and other authorizationsfrom federaL state and localgovernmental authoritles, orfrom any applicable lndustrial or professlonal cefttflcatlon or licenslng bodles, as are necessary for the lawful performance of its obligatlons dnder thls Agreement, and wlll maintain such throughout the term of thls Agreement. t1.s Contractor ls not in violation of any appllcable law, ordlnance or regulation the consequence of whlch witl or may materially affect Contractor's ability to perform its obligations under thlsAgreement Contractorlsnotsubjecttoanyorderorjudgmentofanycourt,tribunalorgovernmental agency whlch materially and adversely affects its operations or assets in the State of Washington, or lts ability to perform its obllgations under this Agreement I2f. Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency. 72.7 None of the representatlons orwarrantles in this Agreement and none ofthe documents, stat€ments, certiflcates or schedules furnished by Contractor ln connectlon with the performance of the obligations contemplated under this Agreement, contalns or wlll contain any untrue statement of a materlal fact or omits or wlll omlt a materlal f'act necessary to make the statements of fact contalned thereln not misleading. 13. Ownerchtn of ltenls Prcduced: All wrltlngs, programs, data, reports, fllms, recordings, or other materlals prepared by Contractor and/or its consultants or subcontractors, in conneetion with the performance of this Agreement, shall be the sole and absolute propefty of the County. The County wlll have all rlghts of ownership thereln, including but not limited to the rlght to use, copyright trademark, and/or paten! and the ablllty to transfer any or all ownership rlghts' 14. lntell€ctuql Prop€rtv lnfrlnsemgnt Contractor will defend and indemnify the County from any clalmed actlon, cause or,demand brought against the County, to the extent such action is based on the claim that information and/or materlals supplied by Contractor infringe any intellectual propefi rights of any third parry(ies). Contractor wlll pay all costs and damages attributable to any such claims flnally awarded against the County in any action. Such defense and payments are condltioned upon the followlng: (11 Contractor shall be notified promptly in wrltlng by the County of any notlce of such clalm; and (2) Contractor shall have the right hereunder, at its option and expense, to obtain for the County the right to continue using the informatlon and/or materials that are the subject of such claim, provided no reduction in performance or loss results to the County. X5. Use of Countv Name ald Lggo: Contractor may not use the County's name, logo(s), trademark(s), or other identlfying information, or identify the County as a current or former cllent, on lts website or ln any marketing or promotional materials without the priorwritten consent of the County' 16. Dhoutes: Any dispute beh,veen the parties arising under or relating to this Agreement shall be resolved informally if possible. However, in the event such a dispute cannot be so resolved, lt shall be adjudlcated by a dispute board ("Dispute Board") ln the following manner: Each party shall appoint one member to the Dispute Board, the members so appointed shalljointly appoint an additional member to the Dlspute Boar4 and the Dispute Board will evaluate the facts, Agreement terms, and all applicable Kittitas County Agreement for Services (rev,5lL4l25) Page 11 of 20