VISIPHOR CORP 1 -2006 - Laserfiche WebLink

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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 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. 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 Contractor Caused Delays: Time is of the essence in the performance of this Agreement. Contractor shall use commercial best efforts to adhere to the completion dates in the Project Schedule. The parties agree that if, due to no fault of the City, certain milestones are not completed in accordance with the Project Schedule, actual damages sustained by the City because of such delay(s) will be uncertain and difficult to determine, and that the reasonable foreseeable damage incurred by City is hereby stipulated to be $1,000 per calendar day, up to a maximum not-to-exceed amount of 25% of the contract value for software license fees. Such damages will be applied in the event completion of the mutually agreed upon milestones as identified in the statement of work completion criteria are not achieved in accordance with the Project Schedule. Damages may be applied only for milestones for delivery and implementation of Visiphor's base licensed software and not for interface and extension tasks that are delayed by Primary Agreement June 15, 2006 Page 15