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Area are well covered and included in the system display and annunciating <br />functions. <br /> <br /> 8. Delivery. In no event shall the date of delivery, as defined below, of <br />the System be more than forty-five (45) calendar days after mailing of the First <br />Payment except as may be caused by acts or circumstances beyond the <br />reasonable' control of Supplier. <br /> <br /> 9. Place and Manner of Delivery. The System shall be considered <br />"delivered" when Supplier has initiated training on the completed System. The <br />System will be deemed completed when all of the improvements, modifications, <br />and upgrades have been met, the System Operations Manual has been provided <br />to the City, and the System, as modified, is fully operational (the "Completion"). <br /> <br /> 10. Trainin.q. Supplier agrees to provide sufficient training to City and to <br />County, up to a maximum of twenty (20) hours, in the use, interpretation of data, <br />and reporting of data generated by the System. Training will also be provided <br />throughout the first year of this Agreement, as required, due to any <br />improvements, modifications, or upgrades to the System. <br /> <br /> 11. Title and Warranties. Title to the completed System shall remain <br />with the Supplier until acceptance of the System by the City. Supplier does <br />hereby agree to indemnify and hold harmless the City from and against any <br />judgments, liens, actions, or proceedings, including reasonable attorneys' fees <br />and court costs, that are in any way associated with the right, title, and interest of <br />Supplier in the System or its technology that is the subject matter of this <br />Agreement. City acknowledges that certain portions of the software used by the <br /> <br />Agmt-078 7 <br />shared~shared\Redwood\Council <br />FXS:rg <br />07/25/97R <br /> <br /> <br />