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12.5 Contractor is not in violation of any 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 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 />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
<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 Items Produced: The Contractor shall be deemed the author and owner of their
<br />respective instruments of Service, including the Drawings and Specifications, and shall retain all common law,
<br />statutory and other reserved rights, including copyrights, The Contractor grants to the County a nonexclusive
<br />license to use the Architect's Instruments of Service Solely and exclusively for the purpose of evaluating,
<br />constructing, using, maintaining, altering and adding to the Project.
<br />14. Intellectual Property Infringement: 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
<br />that information and/or materials supplied by Contractor infringe any intellectual property rights of any
<br />third party(ies). Contractor will pay all costs and damages attributable to any such claims finally awarded against
<br />the County in any action. Such defense and payments are conditioned upon the following: (1) Contractor
<br />shall be notified promptly in writing by the County of any notice of such claim; and (2) Contractor shall have
<br />the right hereunder, at its option and expense, to obtain for the County the right to continue using the
<br />information and/or materials that are the subject of such claim, provided no reduction in performance or loss
<br />results to the County.
<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
<br />marketing or promotional materials without the prior written consent of the County.
<br />16. Disputes: Any dispute between the parties arising under or relating to this Agreement shall be
<br />resolved informally if possible. However, in the event such a dispute cannot be so resolved, it shall be
<br />adjudicated by a dispute board (“Dispute Board”) in the following manner: Each party shall appoint one member
<br />to the Dispute Board, the members so appointed shall jointly appoint an additional member to the Dispute
<br />Board, and the Dispute Board will evaluate the facts, Agreement terms, and all applicable statutes and
<br />rules, and make a determination as to the proper resolution of the dispute. Such determination shall be final
<br />and binding on both parties. The cost of resolution will be borne as allocated by the Dispute Board.
<br />Alternatively, if agreed to in writing by both parties, the parties may forego the option of establishing a Dispute
<br />Board to adjudicate the dispute, and instead pursue arbitration, jointly selecting an arbitrator acceptable to
<br />both parties. In the event the parties choose to pursue arbitration, the parties agree that: (1) the fees and
<br />expenses of the arbitrator shall be shared equally by both parties to this Agreement, (2) each party shall bear its
<br />own costs and attorney fees, (3) arbitration shall be conducted according to the commercial arbitration
<br />procedures of the American Arbitration Association, and (4) the arbitrator’s decision or award shall be final and
<br />binding on both parties.
<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
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