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4. Relationship of Contractor to City. Contractor covenants to furnish its best skill and judgment and to cooperate with the City's Project Manager and Field Manager, as identified herein, and all other persons and entities in furthering the interests of the City. Contractor agrees to furnish efficient superintendence and to use its best efforts to furnish at all times an adequate supply of workers and materials, and to perform the Work in the best way and in the most expeditious and economical manner consistent with the interests of the City. 5. Project and Field Manager. The City's Project Manager for the purposes of the Work is the following or such other person as the City may designate in writing: David Szabados. The City's Field Manager for the purposes of communicating with Contractor in the field and coordinating City efforts in the field is Sid Copeland for Water Treatment and Paul Bremser for Wastewater Treatment. Change orders may only be authorized by the persons listed in Section 17. 6. Time of Commencement and Completion. a. No Work shall be commenced until after a pre - construction meeting of Contractor and City representatives as appropriate, and until the City has in writing instructed the Contractor to commence work. b. Contractor shall substantially complete all Work in a manner acceptable to the City, and in compliance with this Agreement, on or before June 25, 2011. "Substantial completion" is defined as the time at which all three systems are functionally operational and have passed final electrical inspection. Prompt completion of the Work is essential to the City, and time is of the essence in all respects regarding this Agreement and the Work. c. DAMAGES FOR FAILURE TO MEET COMPLETION DEADLINE. The City and Contractor agree and recognize that time is of the essence in all respects regarding this Agreement and the Work and that the City will suffer financial loss if the Work is not substantially complete by the date specified in paragraph 6.b above. Accordingly, the City. and Contractor agree that if the City is not able to receive the Xcel Energy Solar Rewards Renewable Energy Credit (REC) of $.055 per kWh due to the Contractor's failure to complete the installation and commissioning on time, the Contractor shall pay the City $.01 PER kWh produced for each site that does not meet the timeline up to a'maximum penalty of $50,000 total. The total amount of any such damages due to the City shall be paid monthly upon receipt of energy production data from the affected system(s). The liquidated damages herein specified shall only apply to Contractor's delay in performance not due to Force Majeure or other events out of Contractor's control, and shall not include litigation costs or attorneys' fees incurred by the City, or other incidental or consequential damages suffered by the City due to Contractor's performance. If the City charges liquidated damages to Contractor, this shall not preclude the City from commencing an action against Contractor for other actual harm resulting from Contractor's performance, which is not due to Contractor's delay in performance. d. FORCE MAJEURE. Force Majeure means any event or circumstance that (a) prevents the affected Party from performing its obligations under the Agreement, (b) is beyond the reasonable control of the affected Party, and (c) is not due to the fault or negligence of the affected Party. Force Majeure shall not include (i) economic hardship or lack of funds, (ii) changes in market conditions, (iii) late delivery of machinery, equipment, materials, spare parts, or consumable goods except when such late delivery is due to Force Majeure, or (iv) 1.te 2 \ 4