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preparation of license appfications, in no event wi11 LUCENT or azry of its employees be considered an agent or represe�ative of CITY in such matters. I Section 12 DELAYS I FORCE MA.TEURE A. Successful project implementation will re�uire cooperation and fairness between the parties. gecause it is impractical to provide for every contingency that may arise during the course of performance of this Agteement, the parties agree to notify the other if they be�ome aware that any condition will significantly delay performance. The parties will agree to reasonable extensions of the project schedule by executing a written change order. B. Under no circumstances will either pariy be responsble for delays or lack of performance resulting from events beyond the reasonable control of that party ("Excusable Delays"). Such events include, but are not limited to, acts of God, weather conditions, compliance with laws and regula.tions (excluding CITY's failure to properly and timely apply for required licenses), governmental action, bid protests, fire, str�ces, lock-outs, and other labor disruptions, material shortages, riots, acts of war, and an Excusable Delay of a LUCENT subcontractor. C. CI'fY will make available to LUCENT the sites when scheduled and CITY will not otherwise unreasonably delay or prevent LUCENT's performance of its responsibilities. If CITY delays LUCENT"s performance of its responsibilities, LUCENTs performance schedule will be extended and CITY will make the milestone payments specified in Se�tion 5 as if no delay occurred and will pay LUCENT an amount which compensates LUCENT for its expenses and costs occasioned by such delays. Section 13 TER11'IINATION BY CTTY/NONAPPROPRIATION If CITY should not appropriate, or otherwise make available, funds sufficient to purchase, lease, operate or maintain the SYSTEM, procured or proposed to be procured under this Agreement, CITY may unilaterally terminate this Agreement by giving LUCENT thirty(30)days written notice of such failure to appropriate or make available funds. CITY's notice of termination under this provision will not relieve CITY of any obligation to pay LUCENT for Services in process or Products or Services provided prior to the receipt of such notice of termination. Section 14 DEFAiILT If LUCENT is responsible for failing to complete delivery, installation or acceptance testing of the System, CITY may consider LUCENT to be in default, unless such failure has been caused by an Excusable Delay. CTI'Y agrees to give LUCENT written notice of such default. LUCENT will have thirly (30) days from the receipt of such notice to provide a plan of action that is acceptable to CITY to cure the default: If LUCENT fails to provide a plan of action to cure the default within such thirty(30} day period, or, having provided such plan of action LUCENT fails to effect cure, CITY may give LUCENT written notice of termination. Upon receipt of any notice of termination from the CITY, LUCENT shall immediately cease ail services hereunder except such as may be spec�cally approved by the CITY. LUCENT shall be entitled to compensation for all services rendered prior to receipt of the CITY'S notice of termination and for any services provided by LUCENT under this Ageement authorized in writing by the CITY thereafter. Section 15 INDEMNIFICATION A. Patent and Copvrieht Indemnitv. LUCENT will defend all suits against CITY alleging that any item furnished hereunder infringes any United States patent, copyright, or trademark, and will pay all Lucent TechnologieslRedwood City, CA 8 ..