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L2.1, contractor is duly incorporated, validly existing and in good standing under the laws of the state ofWashington,andhasallrequisitecorporatepower.andauthorityto-enterintoandtoperformitsobligations under this Agreement. 12.2 Contractor has the authority to execute this Agreement' to make the representations and warranties set forth herein, and to perform its obligations hereunder. L2,3ThisAgreementhasbeenvalidlyexecutedbyanauthorizedrepresentativeofcontractorand constitutes a valid and iegally binding and enforceable obligation of contractor' L2.4Contractorholds,orwillobtainpriortocommencingworkunderthisAgreement'suchlicenses' permits and other authorizations from federar, itate and locar governmentar authoritiet or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreement, and will *aintain such throughout the term of this Agreement' !2.5 Contractor is not in violation of any applicable law, ordinance or reSulation the consequence of which wirr or may materialry affect contrac,"r', .iiriiv-,o perform its obrigations under this Agreement' contractor is not subject to any order or judgment or rny court,'tribunal or goiernmental agency which materially and adversely affects its operations or assets in the State of washington, or its ability to perform its obligations under this Agreement- Lz.6 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' L2.7 None of the representations or warranties in thls Agreement' and none of the documents' statements, certificates or schedules furnisrreo by contractor in cJnnection with the performance of the obrigations contemplated under this Agreemeni, .on,.in, or wit contain any untrue statement of a material fuct or omits or wi, omit a materiar fact necessary to make the statements of fact contained therein not misleading' 13. Qwnership of lterns produced: All writings, programs, data, reports, films, recordings' or other materiars prepared oy dJnlrr.t* ,nd/or its consurtanti or subcontractors, in connection with the performance of this Agreement, shall be the sole uno ,nroiutt fl.op"ny of tn" countv' rr'" County w.ill have atl rights of ownership therein, including but not limited to the right to use' copyright' trademark' andfor patent' and the ability to transfer any or all ownership rights' 14.lntellectualPropertylnfrineement:contractorwilldefendandindemnifytheCountyfromany claimed action, cause or demand brought acai;; the county, to the extent such action is based on the claim that information and/or materiars suppried by contractor infringe any intelrectuar property rights of any third party(iesl. contractor *irr p"v all costs and damages attributable to any such claims finally awarded against the County in any action. Such iefense una p"vi"^i' are conditioned upon the following: (1) Contractor shall be notified promptly in writin8 by the county of any notice of such cla.im; and (2) contractor shall have the right hereunder, at its option and expense, to obtainJor the county the rlght to continue using the information andlor materialsthatarethesubjectofsuchclaim,providednoreductioninperformanceorlossresultstotheCounty. 15.UseofcountVNameandLogo:contractormaynotusethecounty'sname'logo(s)'trademark(s)'or otheridentifoinginformation,oridentifotheCountyasacurrentorformerclient'onitswebsiteorinany marketing or promotional maierials without the prior written consent of the County' 16'Disputes:AnydisputebetweenthepartiesarisingunderorrelatingtothisAgreementshallbe resolvedinformallyifpossible.However,intheeventsuchadisputecannotbesoresolved,itshallbeadjudicated Kittitas County Agreement for Services (rev ' 5lLa/25) Page 9 of 19