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PART V INSTALLATION DEPENDENCIES AND DELAYS 5.1 City Responsibilities. The City agrees to provide those services and facilities necessary for the implementation of the System which are set forth as the City's obligations or responsibilities in the Statement of Work (the "Client Responsibilities"). The City acknowledges that the dates set forth in the Project Schedule for completion of the services to be provided by the Contractor under this Agreement depend, in part, upon the timely fulfillment of the City Responsibilities. The Contractor shall not be responsible for any delays in the Project Schedule directly and primarily caused by the City's failure to perform the City Responsibilities or by any delays caused by a third party under the City's control. In accordance with the Statement of Work, the City shall respond within ten (10) business days to any written request submitted by the Contractor for information, clarification or approval of any designs, specifications, documents, or proposed change orders or amendments. 5.2 Change Orders. The scope and schedule of services and materials provided under this Agreement may be changed from time to time only by a written change order (a "Change Order") mutually agreed upon and signed by duly authorized representatives of each of the parties. When a change causes a modification to the Contract Price or the amount of time needed to complete such change, the Milestone Payment Schedule and Project Schedule shall be amended, as necessary. Design, development and implementation work on change order items will be performed at a price to be mutually agreed upon by the parties. The Contractor shall negotiate in good faith and in a timely manner as to the price of the change orders. If the parties reach an agreement, the Agreement shall be amended as necessary to reflect the change order. 5.3 Performance Bond: Following execution of this Agreement, the Contractor shall provide to the City a Performance Bond in the amount of the contract price specified in Exhibit B, except as noted herein. Such Performance Bond shall be from a surety company acceptable to and approved by the City and holding a permit from the State of California to act as a surety. The Performance Bond shall not include software support and maintenance, warranty, hardware, travel, or other miscellaneous items. The Performance Bond shall provide that in the event (i) the City terminates this Agreement for breach by Contractor pursuant to Section 7.3 herein, the City may have recourse to the surety thereunder, on notice to the surety and Contractor, to pay the reasonable costs, losses or damages which the City may sustain by reason of such breach, less Primary Agreement Page 16