The Gordian Group Inc. 11/13/2020 Amendment

that no default, act or omission of the CITY OF EVERETT shall constitute a material breach of this Contract, entitling Contractor to cancel or rescind the Contract (unless the CITY OF EVERETT directs Contractor to do so) or to suspend or abandon performance. B. Remedies Substantial failure of the Contractor to complete the Project in accordance with the terms of this Agreement will be a default of this Agreement. In the event of a default, the CITY OF EVERETT will have all remedies in law and equity, including the right to specific performance, without further assistance, and the rights to termination or suspension as provided herein. The Contractor recognizes that in the event of a breach of this Agreement by the Contractor before the CITY OF EVERETT takes action contemplated herein, the CITY OF EVERETT will provide the Contractor with sixty (60) days written notice that the CITY OF EVERETT considers that such a breach has occurred and will provide the Contractor a reasonable period of time to respond and to take necessary corrective action. C. Disputes • Example 1: Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the authorized representative of CITY OF EVERETT's [title of employee]. This decision shall be final and conclusive unless within [10] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. • Example 2: The CITY OF EVERETT and the Contractor intend to resolve all disputes under this Agreement to the best of their abilities in an informal manner. To accomplish this end, the parties will use an Alternative Dispute Resolution process to resolve disputes in a manner designed to avoid litigation. In general, the parties contemplate that the Alternative Dispute Resolution process will include, at a minimum, an attempt to resolve disputes through communications between their staffs, and, if resolution is not reached at that level, a procedure for review and action on such disputes by appropriate management level officials within the CITY OF EVERETT and the Contractor's organization. In the event that a resolution of the dispute is not mutually agreed upon, the parties can agree to mediate the dispute or proceed with litigation. Notwithstanding any provision of this section, or any other provision of this Contract, it is expressly agreed and understood that any court proceeding arising out of a dispute under the Contract shall be heard by a Court de novo and the court shall not be limited in such proceeding to the issue of whether the Authority acted in an arbitrary, capricious or grossly erroneous manner. Pending final settlement of any dispute, the parties shall proceed diligently with the performance of the Contract, and in accordance with the CITY OF EVERETT's direction or decisions made thereof. D. Performance during Dispute Unless otherwise directed by CITY OF EVERETT,Contractor shall continue performance under this Contract while matters in dispute are being resolved.