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LUCENT,CITY a�to sign any document required to perfect such securiiy interest. Payment in full of <br /> the purchase price of any Product purchased hereunder shall release the security interest on ti�at Produc�t. <br /> � D. The Tota.l Co�ract Price includes freight charges and all local,state and federal sales ta�ces. <br /> Section 6 1NSTALLATION AND SI1E CONDITIONS <br /> A. In addition to its responsibilfies described in the Statement of Work, CITY agrees to provide a <br /> designated project directar, provide access to the sites identified in the Exhibits as re�uested by <br /> LUCENT,and have such sites availa.ble for installation of the Equipment hy LUCENT in accordance with <br /> the Statement of Work(Exhi'bit D). <br /> B. If either LUCENT or CITY determines during the course of performance of this Agreement that <br /> the sites idetrtified in the Exhibits are no longer available or desired, or, if structural, adverse <br /> environmental or latent conditions at any site differ from those indicated on the Specifications in the <br /> Exhibits, LUCENT and CITY will promptly investigate the conditions and jointly select replacement sites <br /> or adjust the installation plans and Spec�cations as necessary. <br /> C. If CTTY and LUCENT determine that acry change in sites, site availability, or installation plans <br /> will require an adjustment in the Total Contract Price or in the time required for the performance of this <br /> Agteement, the parties will agree to an equitable adjustment in the price or performance schedule, or <br /> both, and this Agreement will be modified in accordance with Section 3.B of this Agreement_ <br /> Seciion 7 TRAdNING <br /> Because there are costs associated with preparing a training program, if training is included in this <br /> Agreement, CITY agrees to notify LUCENT immediately if a date change for a scheduled training <br /> program is required. A training program may not be res�heduled by CITY less than thirty(30) days prior <br /> to its scheduled start date. <br /> Section 8 SYSTEM ACCEPTANCE � <br /> A. LUCENT, with the assistance of CIT'Y, will test the System in accordance with the Acceptance <br /> Test Plan (Exhibit B). System acceptance shatl occur upon the successful completion of such testing <br /> ("System Acceptance") at which time both parties shall promptly execute a certificate of system <br /> acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems, both parties <br /> shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of <br /> such subsystems. Minor omissions or variances in performance which do not materially affect the <br /> operation of the System as a whole in accordance with its Specifications will not postpone System <br /> Acceptance. CITY and LUCENT will jointly prepare a list of such omissions and variances which <br /> LUCENT will correct according to an agreed upon schedule. <br /> B. LUCENT agrees to notify CITY when the System is ready for acceptance testing. LUCENT and <br /> CITY agree to commence acceptance testing within fourteen (14) days after receiving such notification. <br /> If testing is delayed for reasons within the control of CITY or its contractors and consultants for more <br /> than fourteen (14) days after notification, or if CITY fails to give LUCENT written notice of defects <br /> within the applicable testing period, as set forth in Exhibit B, final payment will be due within forty-five <br /> (45) days after such notification and the Warranty Period, as hereinafter defined, will commence , <br /> immediately. <br /> C. LUCENT authorizes CITY's use of the System or its subsystem(s) for limited training or testing <br /> purposes, prior to System Acceptance. Any use of the System in an operational environment, without <br /> Lucent TechnologieslRedwood City, CA 4 <br />