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<br />Professional Services Agreement <br />Page 8 <br /> 21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County <br />the right to continue using the information, in the event such claim of infringement is made, <br />provided no reduction in performance or loss results to the County. <br /> <br />22. Disputes: <br /> <br /> 22.1 General <br /> Differences between the Contractor and the County, arising under and by virtue of the <br />Agreement Documents shall be brought to the attention of the County at the earliest possible <br />time in order that such matters may be settled or other appropriate action promptly taken. <br />Except for such objections as are made of record in the manner hereinafter specified and <br />within the time limits stated, the records, orders, instructions, and decisions of the Kittitas <br />County Commissioners shall be final and conclusive. <br /> <br /> 22.2 Notice of Potential Claims <br /> The Contractor shall not be entitled to additional compensation which otherwise may be <br />payable, or to extension of time for (1) any act or failure to act by the County, or (2) the <br />happening of any event or occurrence, unless the Contractor has given the County a written <br />Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or <br />event giving rise to the claim, and before final payment by the County. The written Notice of <br />Potential Claim shall set forth the reasons for which the Contractor believes additional <br />compensation or extension of time is due, the nature of the cost involved, and insofar as <br />possible, the amount of the potential claim. Contractor shall keep full and complete daily <br />records of the work performed, labor and material used, and all costs and additional time <br />claimed to be additional. <br /> <br /> 22.3. Detailed Claim <br /> The Contractor shall not be entitled to claim any such additional compensation, or extension <br />of time, unless within thirty (30) days of the completion of the portion of the work from <br />which the claim arose, and before final payment by the County, the Contractor has given the <br />County a detailed written statement of each element of cost or other compensation requested <br />and of all elements of additional time required, and copies of any supporting documents <br />evidencing the amount or extension of time claimed to be due. <br /> <br />23. Ownership of Items Produced: <br />All writings, programs, data, public records or other materials prepared by the Contractor and/or its <br />consultants or sub-Contractors, in connection with performance of this Agreement shall be the sole and <br />absolute property of the County. <br /> <br />24. Confidentiality: <br />The Contractor, its employees, sub-Contractors, and their employees shall maintain the confidentiality of all <br />information provided by the County or acquired by the Contractor in performance of this Agreement, except <br />upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after <br />having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any <br />judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless <br />the County, its Additional Insured’s, officials, agents or employees from all loss or expense, including, but <br />not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting from Contractor’s breach of <br />this provision.