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City of Ellensburg <br />City Manager's office <br />501 N. Anderson <br />Ellensburg, WA 98926 <br />Kittititas County Chamber of Commerce <br />609 North Main street <br />Ellensburg, WA 98926 <br />18. ENTIRE AGREEMENT. The written tenns and provisions of this Agreement, <br />together with all referenced Exhibits, supersede all prior verbal statements of any officer <br />or other representative of CITY, and such statements shall not be effective or be <br />construed as entering Into or forming a part of, or altering in any manner whatsoever, <br />this Agreement. The entire agreement between the parties with respect to the subject <br />matter hereunder is contained in this Agreement and the referenced Exhibits. <br />19. PRIORITY OF DOCUMENTS. In the event that the language and provisions of <br />this Agreement are contrary to or conflict with any language or provisions set forth in <br />any exhibit to this Agreement, the language and provisions of this Agreement shall <br />control, and the contrary or conflicting language or provisions of the exhibit(s) shall be <br />disregarded and shall be considered void. <br />20. MODIFICATION. No waiver, alteration, or modification of any of the provisions <br />of this Agreement shall be binding unless in writing and signed by a duly authorized <br />representative of CITY and CONSULTANT. <br />21. ASSIGNMENT. Any assignment of this Agreement by CONSULTANT without <br />the prior written consent of CITY shall be void. <br />22. WAIVER. A w~iver of any breach by either party shall not constitute a waiver of <br />any subsequent breach. <br />~ <br />23. THIRD-PARTY BENEFICIARIES. There are no third-party beneficiaries to this <br />Agreement. <br />24. EXHIBITS AND SIGNATURES. This Agreement, including its exhibits, <br />constitutes the entire Agreement, supersedes all prior written or oral understandings, <br />and may only be changed by a written amendment executed by both parties. The <br />following exhibits are hereby made a part of this Agreement : <br />Exhibit A -Scope of Work <br />Exhibit B -Metrics for Evaluation of Performance <br />Exhibit C -Budget for Each Task <br />Professional Services Agreement for VIC Operations • Page 9 of 13