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y <br /> licenses required by this Section. <br /> 45.0 Key Persons. <br /> Contractor shall not transfer or reassign any individual designated in this Contract as <br /> essential to the Work, without the express written consent of Everett, which consent <br /> shall not be unreasonably withheld. If, during the term of this Contract, any such <br /> individual leaves the Contractor's employment, the Contractor shall present to Everett <br /> one or more individual(s) with greater or equal qualifications as a replacement, subject <br /> to Everett's approval, which shall not be unreasonably withheld. Everett's approval or <br /> disapproval shall not be construed to release the Contractor from its obligations under <br /> this Contract. <br /> 46.0 Disputes. <br /> The parties shall endeavor to resolve any dispute or misunderstanding that may arise <br /> under this Contract concerning Contractor's performance, if mutually agreed to be <br /> appropriate, through negotiations between the Contractor's Project Manager and <br /> Everett's Project Manager, or if mutually agreed, referred to the City's named <br /> representative and the Contractor's senior executive(s). Either party may decline or <br /> discontinue such discussions and may then pursue other means to resolve such <br /> disputes including termination as allowed for within the contract, or may by mutual <br /> agreement pursue other dispute alternatives such as alternate dispute resolution <br /> processes. Nothing in this dispute process shall in any way mitigate the rights, if any, of <br /> either party to terminate the contract for cause or convenience. <br /> Notwithstanding the above, if Everett believes in good faith that some portion of Work <br /> has not been completed satisfactorily, Everett may require Contractor to correct such <br /> work prior to Everett payment. In such event, Everett will provide to Contractor an <br /> explanation of the concern and the remedy that Everett expects. Everett may withhold <br /> from any payment that is otherwise due, an amount that Everett in good faith finds to be <br /> under dispute, or if the Contractor does not provide a sufficient remedy, Everett may <br /> retain the amount equal to the cost to Everett for otherwise correcting or remedying the <br /> work not properly completed. <br /> 47.0 Term of Contract/Termination <br /> A\ 47.1 Term of Contract <br /> The term of this Contract is five._years; beginning on the Effective Date. The <br /> Contract will autom ailyenew without any action of the parties for an additional <br /> two years,,un ess either (1) the City provides ConTractor withwritten notice prior to <br /> the fifth anniversary of the Effective Date that the City will not renew the Contract or <br /> (2) the Contractor provides written notice no later than the fourth anniversary of the <br /> Effective Date that the Contractor will not renew the Contract. <br /> 47.2 Termination <br /> A. For Cause: Everett may terminate this Contract if the Contractor is in material <br /> 29 of 34 <br /> 102 <br />