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c. Payment by City shall be made monthly, on or before the 10`h day of each month, subject to City accounting procedures. 4. DELIVERY 4.1 Delivery shall be made within eight (8) weeks following execution of this Lease Agreement by both parties. Delivery shall be defined as actual delivery and installation of the Equipment on the site. 4.2 FREIGHT. Lessor will pre -pay and bill City for all freight charges. Risk of Loss of the Equipment will pass to City upon City's acceptance of the Equipment after installation. Lessor will pack and ship all Equipment in accordance with good commercial practices. 4.3 City shall procure and/or maintain insurance on the Equipment for the full insurable value thereof during the entire term of this Lease Agreement and for extension periods if any. INDEMNITY 5.1. GENERAL INDEMNITY BY LESSOR. Lessor will indemnify and hold City harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against City to the extent it is caused by the negligence of Lessor, its subcontractors, or their employees or agents, while performing their duties, including production, delivery, installation, repossession and/or removal of the Equipment, pursuant to this Agreement. City will cooperate with Lessor in its defense or settlement of the claim or suit. 5.2. GENERAL INDEMNITY BY CITY. City will indemnify and hold Lessor harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Lessor to the extent it is caused by the negligence of City, its employees or agents, while performing their duties, including the use and possession of the Equipment, pursuant to Agreement. Lessor will cooperate with City in its defense or settlement of the claim or suit. 6. DISPUTES The Parties, by their project managers, will attempt to settle any dispute arising from this Agreement through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher - level managers of the Parties, if necessary. DEFAULT AND TERMINATION 7.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non -performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non -performing Party a written and detailed notice of default. Except for a default by City for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. Lss04/25/06 Page 2