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' 12'7 contractor is duly incorporated, validly existing and in good standing under the laws of the state
<br />:l#nil:t^:l#:"Tt all requiiite corporate power and authoritv to enter into and to perform its obrigations
<br />12'2 contractor has the authority to execute this Agreement, to make the representations andwarranties set forth herein, and to perform iti obrigation, r,"r"rno"r.
<br />12'3 This Agreement has been validly executed by an authorized representative of contractor andconstitutes a valid and legally binding and enforceaore ourigation of contractor.
<br />12'4 contractor holds' or will obtain prior to commencing work under this Agreement, such ricenses,permits and other authorizations from federal, state and t."t gou"-mentar authorities, or from any appricableindustrial or professional certification or licensing bodies, as are necessary for the lawful performance of itsobligations under this Agreement, ancl will maintain such throughouI the term of this Agreement.
<br />12'5 contractor is not in violation of any applicabre law, ordinance or regulation the consequence ofwhich will or may materially affect contractor's abiliiy to perform its obrigations under this Agreement. contractoris not subject to any order or judgment of any court, tribunal or governmental agency which materially andadversely affects its operations or assets in the state of washington, or its ability to perform its obligations underthis Agreement.
<br />12'6 contractor is not presently debarred, suspended, proposed for debarment, declared ineligible orvoluntarily 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,statements' certificates or schedules furnished oy contrr.tor in connection with the performance of theobligations contemplated under this Agreement, contains or wiil contain any untrue statement of a materiar factor omits or will omit a material fact neiessary to make the statements of fact contained therein not misreading.
<br />L3' ownership of ltems Produced: All writings, programs, data, reports, films, recordings, or othermaterials prepared by contracto'
<br />"nd/o' its consultants orsubcontractors, in connection with the performanceof this Agreement' shall be the sole and absolute propert;;f the county. The county wit have arr rights ofownership therein' including but not limited to the right to use, copyright, tradema rk, and/orpatent, and theability to transfer any or all ownership rights.
<br />1.4.:ContractorwilldefendandindemnifytheCountyfromany
<br />claimed action' cause or o"ttno o['g-;-t.against the county, to the extent such action is based on the craim thatinformation and/or materials supplied by contract";
<br />';;;;" any inteilectuar property rights of any thirdparty(ies)' contractor will pay all costs and damages attributire to any such craims finaly awarded against thecounty in any action' such defense and payments are conditioned upon the following: (1) contractor shall benotified promptly in writing by the county of any notice of such craim; and (2) contractor shat have the righthereunder' at its option and expense, to obtain toitrre countf ine right to .oniinr. using the information and/ormaterials that are the subject of such claim, provided no reduction in performance or ross resurts to the county.
<br />L5' Use of countv Name and Loeo: contractor may not use the county,s name, logo(s), trademark(s), orother identifying informttion, o." idffi the county ,, , lrrr"nt or former crient, on its website or in anymarketing 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 beresolved informally if possible' However, in the event such a Jirpr," cannot be so reiorved, it shal be adjudicatedKittitas County Agreement for Services (rev.5/la/25)
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