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21.7 None of the representations or warranties in this Agreement,and none of <br />the documents,statements,certificates or schedules furnished or to be <br />furnished by Contractor pursuant hereto or in connection with the <br />performance of the obligationscontemplatedunder this Agreement, <br />contains or will contain any untrue statementof a material fact or omits or <br />will omit to state a material fact necessary to make the statementsof fact <br />contained therein not misleading. <br />22.Patent/Copyright Infrinqement: <br />Contractor will defend and indemnifythe County from any claimed action,cause or demand <br />brought against the County;to the extent such action is based on the claim that information <br />supplied by the Contractor infringes any patent or copyright.The Contractor will pay those <br />costs and damages attributable to any such claims that are finally awarded against the <br />County in any action.Such defense and payments are conditioned upon the following: <br />22.1 Contractor shall be notified promptly in writing by County of any notice of such <br />claim. <br />22.2 Contractor shall have the right,hereunder,at its option and expense,to obtain <br />for the County the right to continue using the information,in the event such <br />claim of infringement is made,provided no reduction in performance or loss <br />results to the County. <br />23.Disputes: <br />23.1 General <br />Differences between the Contractor and the County,arising under and by <br />virtue of the Agreement Documents shall be brought to the attention of the <br />County at the earliest possible time in order that such matters may be settled <br />or other appropriate action promptly taken.Except for such objections as are <br />made of record in the manner hereinafter specified and within the time limits <br />stated,the records,orders,instructions,and decisions of the Kittitas County <br />Commissioners shall be final and conclusive. <br />23.2 Notice of Potential Claims <br />The Contractor shall not be entitled to additional compensation which <br />otherwise may be payable,or to extension of time for (1)any act or failure to <br />act by the County,or (2)the happening of any event or occurrence,unless <br />the Contractor has given the County a written Notice of Potential Claim within <br />ten (10)days of the commencement of the act,failure,or event giving rise to <br />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 <br />additional compensation or extension of time is due,the nature of the cost <br />involved,and insofar as possible,the amount of the potential claim.Contractor <br />shall keep full and complete daily records of the work performed,labor and <br />material used,and all costs and additional time claimed to be additional. <br />Professional Services Agreement <br />Page 10