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88. IM:~".~ rr/"lamS_ ~ Commun iCltions 501 utions Master Ordering Agreement This Master Ordering Agreement {"'A.greemcnt""l is made the ~ day of '.larch . 2000. between WILLIAMS COMMUNICATIONS SOlXTlONS. LLC. 2800 Post Oak Boulevard. Houston. Te\.3s --056. a DelU\\Ure limited liability company. ('"Williams"') and The City l'f San'. tarcos . a (indicate whether corporation. partnership. or sole proprietorship). formed in the State of _' ("'Customer"): WHEREAS. Williams sells. installs and maintains telecommunications equipmelll and suhlicenses the associated software: and. WHEREAS, the parties desire to enter into a master agreement whereby Customer may place multiple orders for telecommunications equipment and services for multipk locations and whereby Williams may accept such orders and install and lor service the equipment. NOW, THEREFORE. in consideration of the mutual benefits which accrue to hoth panies, and for other good and valuable consideration. the parties agree as follows: I) AGREEMENT. As ordered hy Customer. Williams will sell. deliver. install. and maintain the telecommunications equipment ("'Equipment") and sublicense the associated software (together. the "System"') listed on the Order Form for Master Ordering Agreement ('"Order Form"'); and Customer will purchase the Equipment and pay the applicable sl,ftware license fees. As ordered by Customer. Williams will also provide maintenance services ('"Maintenance"') for a System in accordance with Sections 13-16 herein. As ordered by Customer. Williams will provide Maintenance on an e\.isting telecommunications system (the "E\.isting System"'). Whenever Customer desires to place a new order for System(s) or Maintenance. Customer and Williams will each sign a new Order Form and include any relevant information with necessary attachments such as System configuration and applicable pricing. Each properly executed Order Form and its attachment shall become a part of this Agreement and be incorporated herein as if attached hereto. 2) AGREEMENT TERM. The term of this Agreement (the "Agreement Term") shall bc 4 years from the date first written abme. With respect to the salc. installation. or maintenance of any System described on an Ordcr Form. for which Williams' obligations will e:\ceed the term of this Agreement. both Williams' and Customer's obligations and rights regarding such System shall continue and survive the e\.piration of this Agreemcnt, prO\ ided that the gencral terms and conditions of this Agreement shall continue to define the rights and obligations of the panies with res~ct to such System. 3) PRICE, PAYMENT TER:\IS. AND SCHEDULING. The price of the System including price of Equipment, software licensing fee. installation and warranty. but excluding any applicable Maintenance or taxes. (the "'Cash Price"') shall be set forth on the applicable Order Form, The price of any applicablc .\Iaintenance shall also be set forth on such attachmcnt ("Service Fee"). For the purchase of Systems with a Cash Price greater than or cqual to 520.000. Customer shall pay 25% of Cash Pricc on signing of the applicable Order Form. 60% of Cash Price on the Dclivery Datc upon invoicing and 15% of the Cash Price on-the datc of Cutover upon invoicing. For the purchase of Systems and all other purchases vv ith a Cash Price of less than $20.000. Customer shall pay 50% of Cash Price on signing of the applicable Ordcr Form and the balance on the datc of Cutover upon invoicing. The anticipated milestone dates VV ill bc set forth on the applicable Order Form. The initial installment of the Cash Pricc must be paid to Williams by Customer at the time Customer signs and delivcrs the applicable Order Form to Williams. All other installments will be invoicc upon occurrence of the applicablc cvent that makes the installment due and payable. All othcr charges authorized by this .'\grecment or the applicable Order Form or by subscquent authorization of Customer will be invoiced whcn incurred and will be due and payable thirty (30) days from invoice date. Any Scrvice Fee is due annually in advance. I Delivery Date occurs when Williams tenders the switching equipmcnt for delivery to the Customer site ( the "Premises"). Cutovcr Date occurs when the switching equipment is connected to the public telephone network. activated and functioning to provide basic telephone service. excepting minor variances in performance of the System which do not makrially impair basic telephone service. All paymcnts will be subject to a late payment service charge of one and one half percent (1 1/2%) per month (or if lesser. the maximum amount permitted by applicable law) on paymcnts in arrears for more than thirty (30) days after invoice date or milestone date. whichever is later. CUSTOMER WILL PROVIDE EVIDE?'-:CE OF ITS TAX-EXEMPT STATUS IF IT CLAIMS SL'CH STATUS. 4) ORDERING PROCEDl'RES. The purchase and sale of any System or the prov ision of Maintenance services shall bc subject to the following ordcring procedures: (a) Whenevcr Customer desires to purchase a System or Maintenance from Williams. Customer shall notify Williams by a written request for proposal specifying the fo II ovv ing: (i) the installation sites: (ii) specific items of equipment and quantity. (iii) the software features and services. (iv) any ancillary hardware and services: and (v) the desired datc that the System will be cutover or Maintenance will commencc. Master Ordering Agreement 12/98 Page I of 5