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ARTICLE 36 -REPRESENTATIONS/BINDING AUTHORITY ENGINEER has full power, authority and legal right to execute and deliver this Contract and perform all of its obligations under this Contract. By signing this Contract, Dana I. Gillette, Principal Associate, hereby represents to the CITY that he has the authority and full legal power to execute this Contract and any and all documents necessary to effectuate and implement the terms of this Contract on behalf of the party for whom he is signing and to bind and obligate such party with respect to all provisions contained in this Contract. ARTICLE 37 -EXHIBITS Each exhibit referred to in this Contract forms an essential part of this Contract. The exhibits, if not physically attached, should be treated as part of this Contract and are incorporated herein by reference. ARTICLE 38 -CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS This Contract consists of the Contract, Exhibit "l", Exhibit "2" and RFQ No. 453-14. The ENGINEER agrees to be bound by all the terms and conditions set forth in this Contract and RFQ NO. 453-14. To the extent there exists a conflict between this Contract and RFQ NO. 453-14, the terms, conditions, covenants, and/or provisions of this Contract shall prevail. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents. ARTICLE 39 -LEGAL EFFECT This Contract shall not become binding and effective until approved by both parties. ARTICLE 40 -NOTICE OF COMPLAINTS OR SUITS Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the performance of this Contract. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage. ARTICLE 41 -SURVIVABILITY Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. ARTICLE 42 -DEFAULT Notwithstanding anything contained in this Contract to the contrary, the parties agree that the occurrence of any of the following shall be deemed a material event of default and shall be grounds for termination: A. The filing of a lien by any subcontractor or third tier subcontractor including, but not limited to material, men, suppliers, or laborers, upon any property, right of way, easement, other interest in land or right to use such land within the territorial boundaries of the CITY which lien is not satisfied, Continuing Service Contract 1.27 .15 20