Common use of Interpretation of the Contract Clause in Contracts

Interpretation of the Contract. (a) CITY selected CONTRACTOR through a negotiated procurement process rather than an Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY and CONTRACTOR to discuss and negotiate a contract at arms length prior to entering a final contract that is acceptable to both the CITY and the CONTRACTOR. After negotiation and discussion, CONTRACTOR and CITY have incorporated multiple documents into this Agreement and the meaning of some of the words used in the Agreement may be uncertain, incomplete or duplicative and the Agreement may promise something at one place and take that promise away at another. In sum, the Agreement may contain words and provisions that are susceptible of more than one meaning so that reasonable persons of average intelligence may fairly and honestly differ in their construction of the words and provisions. It is the intent of the CITY and the CONTRACTOR that the CITY’s taxpayers receive the benefit or advantage in the construction and interpretation of this Agreement, regardless of the normal judicial rules of contract construction even if the construction and interpretation of the Agreement will cost the CONTRACTOR more money and time. CITY and CONTRACTOR agree that CITY’s Manager of Procurement Services shall resolve all disagreements as to the meaning of this Agreement or any ambiguity in this Agreement, in favor of the CITY and its taxpayers even if it will cost the CONTRACTOR more money and time. The decision of CITY’s Manager of Procurement shall be final and conclusive if the Manager of Procurement Services acted in good faith. (b) CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with an opportunity to have CONTRACTOR’s attorney review and advise CONTRACTOR on the Agreement and any potential ambiguities or areas of disagreement and the potential adverse legal consequences of CONTRACTOR agreeing to this Section as well as the entire Agreement. CONTRACTOR certifies that CONTRACTOR has provided the CITY written notice of all ambiguities, conflicts, errors or discrepancies that it has discovered in the Agreement and the written resolution thereof by the CITY as embodied in this final Agreement is acceptable to CONTRACTOR. (c) CONTRACTOR certifies that CONTRACTOR has either (1) waived its right to have CONTRACTOR’s attorney review this Section and Agreement; or (2) CONTRACTOR has consulted with an attorney on this Section and Agreement. (d) CONTRACTOR knowingly and voluntarily agrees to this Section and the entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud, duress or undue influence.

Interpretation of the Contract. (a) CITY selected CONTRACTOR through a negotiated procurement process rather than an Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY and CONTRACTOR to discuss and negotiate a contract at arms arm’s length prior to entering a final contract that is acceptable to both the CITY and the CONTRACTOR. After negotiation and discussion, CONTRACTOR and CITY have incorporated multiple documents into this Agreement and the meaning of some of the words used in the Agreement may be uncertain, incomplete or duplicative and the Agreement may promise something at one place and take that promise away at another. In sum, the Agreement may contain words and provisions that are susceptible of more than one meaning so that reasonable persons of average intelligence may fairly and honestly differ in their construction of the words and provisions. It is the intent of the CITY and the CONTRACTOR that the CITY’s taxpayers receive the benefit or advantage in the construction and interpretation of this Agreement, regardless of the normal judicial rules of contract construction even if the construction and interpretation of the Agreement will cost the CONTRACTOR more money and time. CITY and CONTRACTOR agree that CITY’s Manager of Procurement Services shall resolve all disagreements as to the meaning of this Agreement or any ambiguity in this Agreement, in favor of the CITY and its taxpayers even if it will cost the CONTRACTOR more money and time. The decision of CITY’s Manager of Procurement shall be final and conclusive if the Manager of Procurement Services acted in good faith. (b) CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with an opportunity to have CONTRACTOR’s attorney review and advise CONTRACTOR on the Agreement and any potential ambiguities or areas of disagreement and the potential adverse legal consequences of CONTRACTOR agreeing to this Section as well as the entire Agreement. CONTRACTOR certifies that CONTRACTOR has provided the CITY written notice of all ambiguities, conflicts, errors or discrepancies that it has discovered in the Agreement and the written resolution thereof by the CITY as embodied in this final Agreement is acceptable to CONTRACTOR. (c) CONTRACTOR certifies that CONTRACTOR has either (1) waived its right to have CONTRACTOR’s attorney review this Section and Agreement; or (2) CONTRACTOR has consulted with an attorney on this Section and Agreement. (d) CONTRACTOR knowingly and voluntarily agrees to this Section and the entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud, duress or undue influence.

Interpretation of the Contract. (a) CITY selected CONTRACTOR through a negotiated procurement process rather than an Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY and CONTRACTOR to discuss and negotiate a contract at arms arm’s length prior to entering into a final contract that is acceptable to both the CITY and the CONTRACTOR. After negotiation and discussion, CONTRACTOR and CITY have incorporated multiple documents into this Agreement and the meaning of some of the words used in the Agreement may be uncertain, incomplete or duplicative and the Agreement may promise something at one place and take that promise away at another. In sum, the Agreement may contain words and provisions that are susceptible of more than one meaning so that reasonable persons of average intelligence may fairly and honestly differ in their construction of the words and provisions. It is the intent of the CITY and the CONTRACTOR that the CITY’s taxpayers receive the benefit or advantage in the construction and interpretation of this Agreement, regardless of the normal judicial rules of contract construction even if the construction and interpretation of the Agreement will cost the CONTRACTOR more money and time. CITY and CONTRACTOR agree that CITY’s Manager of Procurement Services shall to work together and cooperate to resolve all disagreements as to the meaning of this Agreement or any ambiguity in this Agreement, in favor of the CITY and its taxpayers even if it will cost the CONTRACTOR more money and time. The decision of CITY’s Manager of Procurement shall be final and conclusive if the Manager of Procurement Services acted in good faith., (b) CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with an opportunity to have CONTRACTOR’s attorney review and advise CONTRACTOR on the Agreement and any potential ambiguities or areas of disagreement and the potential adverse legal consequences of CONTRACTOR agreeing to this Section as well as the entire Agreement. CONTRACTOR certifies that CONTRACTOR has provided the CITY written notice of all ambiguities, conflicts, errors or discrepancies that it has discovered in the Agreement and the written resolution thereof by the CITY as embodied in this final Agreement is acceptable to CONTRACTOR. (c) CONTRACTOR certifies that CONTRACTOR has either (1) waived its right to have CONTRACTOR’s attorney review this Section and Agreement; or (2) CONTRACTOR has consulted with an attorney on this Section and Agreement. (d) CONTRACTOR knowingly and voluntarily agrees to this Section and the entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud, duress or undue influence.

Interpretation of the Contract. (a) CITY selected CONTRACTOR through a negotiated procurement process rather than an Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY and CONTRACTOR to discuss and negotiate a contract at arms length prior to entering a final contract that is acceptable to both the CITY and the CONTRACTOR. After negotiation and discussion, CONTRACTOR and CITY have incorporated multiple documents into this Agreement and the meaning of some of the words used in the Agreement may be uncertain, incomplete or duplicative and the Agreement may promise something at one place and take that promise away at another. In sum, the Agreement may contain words and provisions that are susceptible of more than one meaning so that reasonable persons of average intelligence may fairly and honestly differ in their construction of the words and provisions. It is the intent of the CITY and the CONTRACTOR that the CITY’s taxpayers receive the reasonable benefit or advantage in the reasonable construction and interpretation of this AgreementAgreement after considering common rules of contract construction, regardless of the normal judicial rules of contract construction even if the resulting construction and interpretation of the Agreement will cost the CONTRACTOR an unreasonable amount of additional more money and time. CITY and CONTRACTOR agree that CITY’s Manager of Procurement Services shall reasonably resolve all disagreements as to the meaning of this Agreement or any ambiguity in this Agreement, in favor of the CITY and its taxpayers even unless if it will cost the CONTRACTOR an unreasonable amount of additional more money and time. The decision of CITY’s Manager of Procurement shall be final and conclusive if the Manager of Procurement Services acted in good faithfaith without rendering an unreasonable interpretation. (b) CONTRACTOR acknowledges and agrees that the CITY has provided CONTRACTOR with an opportunity to have CONTRACTOR’s attorney review and advise CONTRACTOR on the Agreement and any potential ambiguities or areas of disagreement and the potential adverse legal consequences of CONTRACTOR agreeing to this Section as well as the entire Agreement. CONTRACTOR certifies that CONTRACTOR has provided the CITY written notice of all ambiguities, conflicts, errors or discrepancies that it has discovered in the Agreement and the written resolution thereof by the CITY as embodied in this final Agreement is acceptable to CONTRACTOR. (c) CONTRACTOR certifies that CONTRACTOR has either (1) waived its right to have CONTRACTOR’s attorney review this Section and Agreement; or (2) CONTRACTOR has consulted with an attorney on this Section and Agreement. (d) CONTRACTOR knowingly and voluntarily agrees to this Section and the entire Agreement. CONTRACTOR certifies that this contract was not procured by fraud, duress or undue influence.

Interpretation of the Contract. (a) CITY A. City selected CONTRACTOR Contractor through a negotiated procurement process rather than an Invitation for Bids (IFB) solicitation. Unlike the IFB, this process allows the CITY City and CONTRACTOR Contractor to discuss and negotiate a contract at arms arm’s length prior to entering a final contract that is acceptable to both the CITY City and the CONTRACTORContractor. After negotiation and discussion, CONTRACTOR Contractor and CITY City have incorporated multiple documents into this Agreement and the meaning of some of the words used in the Agreement may be uncertain, incomplete or duplicative and the Agreement may promise something at one place and take that promise away at another. In sum, the Agreement may contain words and provisions that are susceptible of more than one meaning so that reasonable persons of average intelligence may fairly and honestly differ in their construction of the words and provisions. It is the intent of the CITY City and the CONTRACTOR Contractor that the CITYCity’s taxpayers receive the benefit or advantage in the construction and interpretation of this Agreement, regardless of the normal judicial rules of contract construction even if the construction and interpretation of the Agreement will cost the CONTRACTOR Contractor more money and time. CITY . B. City and CONTRACTOR Contractor agree that CITYCity’s Manager of Procurement Services shall must resolve all disagreements as to the meaning of this Agreement or any ambiguity in this Agreement, in favor of the CITY City and its taxpayers even if it will cost the CONTRACTOR Contractor more money and time. The decision of CITYCity’s Manager of Procurement shall Services must be final and conclusive if the Manager of Procurement Services acted in good faith. (b) CONTRACTOR C. Contractor acknowledges and agrees that the CITY City has provided CONTRACTOR Contractor with an opportunity to have CONTRACTORContractor’s attorney review and advise CONTRACTOR Contractor on the Agreement and any potential ambiguities or areas of disagreement and the potential adverse legal consequences of CONTRACTOR Contractor agreeing to this Section as well as the entire Agreement. CONTRACTOR Contractor certifies that CONTRACTOR Contractor has provided the CITY City written notice of all ambiguities, conflicts, errors or discrepancies that it has discovered in the Agreement and the written resolution thereof by the CITY City as embodied in this final Agreement is acceptable to CONTRACTORContractor. Contractor agrees that no Compensation from this Contract will be used to pay Contractor’s attorney fees. (c) CONTRACTOR D. Contractor certifies that CONTRACTOR Contractor has either (1) waived its right to have CONTRACTORContractor’s attorney review this Section and Agreement; or (2) CONTRACTOR Contractor has consulted with an attorney on this Section and Agreement. (d) CONTRACTOR E. Contractor knowingly and voluntarily agrees to this Section and the entire Agreement. CONTRACTOR Contractor certifies that this contract was not procured by fraud, duress or undue influence.