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21.Pate@; <br />contractorwiLt defend and indemnify the countyfrom any cLaimed action, cause or demand <br />brought against the County; to the extent such action is based on the ctaim that information <br />supptied by the Contractor infringes any patent or copyright. The Contractor wil'l' pay those <br />costs and damages attributabl"e to any such ctaims that are finatty awarded against the <br />County in any action. Such defense and payments are conditioned upon the foltowing: <br />21 .1 Contractor shatt be notified promptLy in writing by County of any notice of such <br />claim- <br />21.2 Contractor shatt have the right, hereunder, at its option and expense, to obtain <br />for the County the right to continue usin$ the information, in the event such <br />cLaim of infringement is made, provided no reduction in performance or loss <br />resutts to the CountY. <br />22. Disputgs: <br />22.1 Geaeral <br />Differences between the Contractor and the County, arising under and by <br />virtue of the Agreement Documents shaLt be brought to the attention of the <br />County at the eartiest possibte time in order that such matters may be Settted, <br />or other appropriate action promptl.y taken. Except for such objections as are <br />made of record in the manner hereinafter specified and within the time timits <br />stated, the records, orders, instructions, and decisions of the Kittitas County <br />Commissioners shal.l' be finat and conctusive. <br />22.2 l{otiee.otgole$ie-l*Qlain$ <br />The Contractor shal.t not be entitted to additionat compensation which <br />otherwise may be payabte, or to extension of time for (1) any act or faiture to act <br />by the county, or {2) the happening of any event or occurrence, untess the <br />contractor has given the county a written Notice of Potentiat ctaim within ten <br />(10) days of the commencement of the act, faiture, or event giving rise to the <br />ctaim, and before fina[ payment by the Counry. The written Notice of Potentiat <br />C[aim shal.t set forth the reasons for which the Contractor betieves additionat <br />compensation orextension of time is due, the nature of the cost invotved, and <br />insofar as possibte, the amount of the potential ctaim. Contractor shatt keep <br />ful.i and compl.ete daity records of the work performed, tabor and material <br />used, and atl. costs and additional, time cLaimed to be additional'. <br />22.3 .Detailed-ataim <br />The contractor shatt not be entitted to cl,aim any such additionat <br />compensation, or extension of time, unless within thirty (30) days of the <br />compl,etion of the portion of the work from which the ctaim arose, and before <br />finat payment by the County, the Contractor has given the County a detail'ed <br />written statement of each e[ement of cost or other compensation requested <br />Kittitas County Professional Services Agreement <br />Page 10 of 20