Executed PSA Robin Read for DDAC Meeting Facilitation

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21'7 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a materiaffact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 22. PatenVCopvright lnfrinqement: Contractor will defend and indemnify the County from any claimed action, cause or demandbrought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay thosecosts and damages attributable to any such claims ihal are finally awarded against theCounty in any action. Such defense and payments are conditioned Lpon the folljwing:22.1 Contractor shall be notified promptly in writing by County of any notice oisuch claim.22.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 23. Disputes:23.1 General Differences between the Contractor and the County, arising under and byvirtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be setfled or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. 23.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure toact by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise tothe claim, and before final payment by the County. The written N-otice of Potential Claim shall set forth the reasons for whiclr the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additionaltime claimed to be additional. Professional Services Agreement Page 10