Contract Documents; Conflicts Clause Samples
The "Contract Documents; Conflicts" clause defines which documents collectively make up the contract and establishes rules for resolving inconsistencies between them. In practice, this clause typically lists all relevant documents—such as the main agreement, exhibits, specifications, and addenda—and sets a hierarchy or order of precedence to determine which document governs if there is a contradiction. Its core function is to ensure clarity and prevent disputes by providing a clear method for interpreting the contract when conflicting provisions arise.
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Contract Documents; Conflicts. This Agreement consists solely of this document, the Attachments listed in this Section, all of which are annexed hereto, and all other documents listed in this Section (collectively, “Contract Documents”). This Agreement shall be construed wherever appropriate to avoid conflict between the provisions of the Contract Documents. However, where a conflict or inconsistency exists between two or more of the Contract Documents, provisions shall govern in the following descending order of precedence:
11.3.1 This document (titled “Master Services Agreement for Citywide Standby Information Technology and Telecommunications Consulting Services”);
11.3.2 Appendix A (General Provisions Governing Contracts for Consultants, Professional, Technical, Human and Client Services)
11.3.3 Attachment SCY (Service Requirements);
11.3.4 Attachment PRC (City Labor Categories, Hourly ▇▇▇▇ Rates, Personnel Markup and Maximum Personnel Markup);
11.3.5 Attachment NDA (Non‐Disclosure Agreement);
11.3.6 Attachment INS (Insurance);
11.3.7 Attachment BI (Billing and Invoicing);
11.3.8 Attachment EFT (Electronic Funds Transfer);
11.3.9 Attachment DB (Doing Business Data Form);
11.3.10 the applicable Task Order; and, finally,
11.3.11 the Requesting Agency’s applicable Request for Services. AGENCY: DOITT EPIN: 85816P0002003 CONTRACT: Citywide Standby Information Technology and Telecommunications Constulting Services (ITCS) I hereby approve as to form the annexed contract by standard type of class. This approval is valid until 05/18/2017 and for a maximum of 8 contracts. The above approval is made on the express understanding that the substantive language of the subject contracts will not be altered or changed in any way without prior submission to the Office of the Corporation Counsel for approval, provided, however, that blank spaces in the contracts requiring names, dates, dollar amounts or other similar details may be completed. Expiration Additional Number Allowed Total Number Allowed Date Added Approved By 05/18/2017 8 8 05/18/2016 Electronically SignedBy AMRITA ▇▇▇▇▇ / / 0 0 / / _ APPROVED AS TO FORM CERTIFIED AS TO LEGAL AUTHORITY Electronically Signed By AMRITA ▇▇▇▇▇ ACTING CORPORATION COUNSEL DATE: 05/18/2016 13:48 In order to process your payment pursuant to Article 4 of this Agreement promptly and efficiently, please ensure that all invoices are submitted on company letterhead and contain the following information:
1. Address invoices to the Requesting Agency.
2. Contractor name,...