Resolution_AmendedInterlocal_FCZD and City of Ellensburg

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Yakima, WA 98902 19. ENTIRE AGREEMENT. The written terms and provisions of this Agreement, together with all referenced Exhibits, supersede all prior vcrbal statements of any officer or other representative of CITY, and such statements shall not be effective or be construed as entering into or forming a part of, or altering in any manner whatsoever, this Agreement. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and the referenced Exhibits. 20. PRIORITY OF DOCUMENTS. In the event that the language and provisions of this Agreement are contrary to or conflict with any language or provisions set forth in any exhibit to this Agreement, the language and provisions of this Agreement shall control, and the contrary or conflicting language or provisions of the exhibit(s) shall be disregarded and shall be considered void. 21. MODIFICATION. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of CITY and CONSULTANT. 22. ASSIGNMENT. Any assignment of this Agreement by CONSULTANT without the prior written consent of CITY shall be void. 23. WAIVER. A waiver of any breach by either party shall not constitute a waiver of any subsequent breach. 24. THIRD -PARTY BENEFICIARIES. There are no third -party beneficiaries to this Agreement. 25. EXHIBITS AND SIGNATURES. This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part of this Agreement: Exhibit A — Scope of Work Exhibit B — Schedule for the Work Exhibit C Consultant Labor Costs and Non -salary Reimbursable Costs Exhibit D — Budget for Each Task IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Professional Services Agreement for Reecer Creek Floodplain Mapping and Levee Certification Support Page 10 of 11 (PSA Form rev. 04119)