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PART V <br />INSTALLATION DEPENDENCIES AND DELAYS <br />5.1 City Responsibilities. The City agrees to provide those <br />services and facilities necessary for the implementation of <br />the System which are set forth as the City's obligations or <br />responsibilities in the Statement of Work (the "Client <br />Responsibilities"). The City acknowledges that the dates <br />set forth in the Project Schedule for completion of the <br />services to be provided by the Contractor under this <br />Agreement depend, in part, upon the timely fulfillment of <br />the City Responsibilities. The Contractor shall not be <br />responsible for any delays in the Project Schedule directly <br />and primarily caused by the City's failure to perform the <br />City Responsibilities or by any delays caused by a third <br />party under the City's control. In accordance with the <br />Statement of Work, the City shall respond within ten (10) <br />business days to any written request submitted by the <br />Contractor for information, clarification or approval of <br />any designs, specifications, documents, or proposed change <br />orders or amendments. <br />5.2 Change Orders. The scope and schedule of services and <br />materials provided under this Agreement may be changed from <br />time to time only by a written change order (a "Change <br />Order") mutually agreed upon and signed by duly authorized <br />representatives of each of the parties. When a change <br />causes a modification to the Contract Price or the amount <br />of time needed to complete such change, the Milestone <br />Payment Schedule and Project Schedule shall be amended, as <br />necessary. Design, development and implementation work on <br />change order items will be performed at a price to be <br />mutually agreed upon by the parties. The Contractor shall <br />negotiate in good faith and in a timely manner as to the <br />price of the change orders. If the parties reach an <br />agreement, the Agreement shall be amended as necessary to <br />reflect the change order. <br />5.3 Contractor Caused Delays: Time is of the essence in the <br />performance of this Agreement; therefore, Contractor shall <br />adhere to the completion dates in the Project Schedule. <br />The parties agree that if, due to no fault of the City or <br />any third party under the City's control, certain <br />milestones are not completed in accordance with the Project <br />Schedule, actual damages sustained by the City because of <br />such delay(s) will be uncertain and difficult to determine, <br />and that the reasonable foreseeable damage incurred by City <br />is hereby stipulated to be $1,000 per calendar day, up to a <br />Primary Agreement Page 16 <br />