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IZ5 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 />L2,6 Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or
<br />voluntarily excluded from covered transactions by any Federal orState department or agency.
<br />LZ.7 None of the representations or warranties in this Agreemen! and none of the documents,
<br />statements, r:ertificates nr scherfirles frrrnishprl hy Contractor in connection with the performance of the
<br />obligations contemplated under this Agreement, contains or will contain any untrue statement of a materialfact
<br />or omits or will omit a material fact necessary to make the statements of fact contained therein not mlsleading,
<br />13. Ownership of ltems Produced: All writings, programt data, reports, films, recordings, or other
<br />materials pr.p-.reO UV Contrr.tor ind/or its consultants or subcontractors, in connection with the performance
<br />of this Agreement, shall be the sole and absolute propefi of the County' The County will have all rights of
<br />ownership therein, including but not limited to the right to use, copyright, trademark, and/or patent, and the
<br />ability to transfer any or all ownership rights.
<br />14':Contractorwilldefendandindemnirythecountyfromany
<br />claimed action, caute oiOemand brought against the County, to the extent such action is based on the claim that
<br />information andlor materials supplied by Contractor infringe any intellectual property rights of any third
<br />pafi(ies). Contractor will pay all costs and damages attributable to any such claims finally awarded against the
<br />County in any action. Such defense and payments are 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 ,nJ
<br />"*p"nr",
<br />to obtain for the County 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 [oEo: Contractor may not use the County's name, logo(s], trademark(s), or
<br />other identifying infor;ition, 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 />1G. giEp&g: Any dispute between the parties arising under or relating to this Agreement shall be
<br />resolved inforrn-attyit 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 pafi 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 />determination as to the proper resolution of the dispute. Such determination shall be final and binding on both
<br />parties. ThecostofresolutionwillbeborneasallocatedbytheDisputeBoard. Alternatively,ifagreedtoinwriting
<br />by both parties, the parties may forego the option of establishing a Dispute Board to adiudicate the dispute, and
<br />i nstead pursue litigation.
<br />L7. Confidentialitv: contractor, its employees, agents and volunteers, and any of contractot's
<br />subcontractors and their employees, agents and volunteers, shall maintain the confidentiality of all information
<br />provided by the County or acquired by Contractor in performance of this Agreement, except upon the prior
<br />written consent of the Kittitas county Prosecuting Attorney or an order entered by a court after having acquired
<br />jurisdiction over the county. Contractor shall immediately provide the county notice of any judicial proceedings
<br />seeking disclosure of such information, Contractor agrees to indemnify, defend and hold harmless the County
<br />and its departments, elected and appointed officials, employees, agents and volunteers from all loss or expense,
<br />Kittitas County Agreement for Services lrev.5h4l25l
<br />Page 19 of 28
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