2017-06-12-minutes-cds-study-session

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Section 19 — Modifications. This Agreement represents the entire and integrated Agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements, either written or oral. Except as provided in Section 3 above regarding the periodic adjustment of SCJ's billing rates and/or reimbursement rate of expense, this Agreement may only be amended, modified, or added to by written instrument properly signed by both parties. The parties acknowledge the general contract rule that a clause in a contract, such as this one, prohibiting oral modifications is itself generally subject to oral modification. However, in order to ensure certainty as to the terms and conditions of this Agreement, the parties waive this general contract rule. Section 20—Assignment. Neither party may assign all or a portion of its rights under this Agreement or delegate all or a portion of its obligations under this Agreement without the express written consent of the other party. Section 21 — Independent Review. The parties acknowledge that they have read this Agreement and fully understand its terms. The parties further acknowledge that the terms of this Agreement have been mutually negotiated at arms -length. The parties waive the general rule of construction, therefore, that an agreement shall be construed against its drafter. Section 22 —Acceptance and Authorization to Proceed. By signing this Agreement, Client agrees that the terms and conditions of this Agreement are acceptable and approved. If Client is a legal entity (e.g., a corporation, partnership, or limited liability company), then the person who signs on behalf of Client certifies that he or she has the authority to bind Client to the terms and conditions of this Agreement. If Client is a legal entity and it claims at any time that the person who signed this Agreement lacked the authority to do so, SCJ may name such person, in addition to Client, in any lawsuit or arbitration which arises relating to this Agreement and seek to hold such person liable, along with Client, in such proceeding. Upon SCJ's receipt of this fully executed Agreement, SCJ shall have authority to commence the Work. Section 23 —Attachments. The following attachments are hereby made a part of this Agreement. • Attachment A—Scope of Work • Attachment B — Billing Rate Schedule SCJ: CLIENT: SCJ Alliance Kittitas County By: By: (Print name) (Print name) (Title) (Title) (Date) (Date) SO Agreement for Professional Services Page 6