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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 obligations contemplated under this Agreement, <br />contains or will contain any untrue statement of a material fact or omits or <br />will omit to state a material fact necessary to make the statements of fact <br />contained therein not misleading. <br />22. Patent/Copyright Infringement: <br />Contractor will defend and indemnify the 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 <br />