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<br />Commun ications Solutions
<br />
<br />Data - Purchase Agreement
<br />
<br />This Agreement is made the 29th day of August , 2000, between WILLIAMS COMMUNICATIONS
<br />SOLUTIONS, LLC, a Delaware limited liability company, 2800 Post Oak Boulevard, Houston, Texas 77056, ("Williams") and
<br />City of San Marcos a(n) corporation/partnership/sole proprietorship
<br />("Customer"):
<br />
<br />AGREEMENT. Williams will sell, deliver and install the data communications and internetworking equipment and sublicense
<br />the associated software (together, the "System") as listed on the Williams Quotation (the "Quotation"), a copy of which is
<br />attached hereto and incorporated herein and Customer will purchase such System. The System will be installed at the locations
<br />specified in the Quotation (the "Premises").
<br />
<br />2. PRICE, PAYMENT TERMS, AND SCHEDULING. The total price, including the equipment, software and installation as
<br />
<br />detailed on the Quotation, but not including maintenance, is $23,998.25 , (the "Cash Price") plus all sales,
<br />use, property or applicable taxes imposed on the System or the purchase thereof. No other item is included unless specifically
<br />stated in this Agreement or its attachments. CUSTOMER WILL PROVIDE EVIDENCE OF ITS TAX EXEMPT STATUS IF
<br />IT CLAIMS SUCH STATUS. Unless stated otherwise on the Quotation, Customer will be invoiced and will pay all Williams
<br />invoices within thirty (30) days of the date of invoice. All pa)'ments will be subject to a late payment service charge of one and
<br />one half percent (1 \12%) per month (or as limited by applicable law) on payments in arrears for more than thirty (30) days after
<br />invoice date.
<br />
<br />3. INDEMNIFICATION; LIMITATION OF LIABILITY. Each party shall indemnify the other only with respect to any third party
<br />claim alleging bodily injury, including death, or damage to tangible property to the extent such injury or damage is caused by
<br />the negligence of the indemnifying party, provided that such claim is reported promptly in writing to the indemnifying party. IN
<br />NO EVENT, HOWEVER, SHALL WILLIAMS AND ITS SUPPLIERS OR SUBCONTRACTORS, BE LIABLE FOR (i) ANY
<br />SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (ii) COMMERCIAL LOSS OF ANY KIND
<br />(INCLUDING LOSS OF BUSINESS OR PROFITS), OR (Hi) ANY DAMAGES OF ANY KIND RESULTING FROM
<br />UNAUTHORIZED USE OF THE SYSTEM, INTERRUPTION OF SERVICE OR LOSS OF DATA. THIS LIMITATION APPLIES
<br />TO ALL CLAIMS WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT
<br />LIABILITY IN TORT OR ANY OTHER LEGAL THEORY, AND WHETHER WILLIAMS OR ITS SUPPLIERS OR ITS
<br />SUBCONTRACTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
<br />
<br />SOFfW ARE LICENSE. Certain manufacturers issue their own software license with the Equipment and a copy of such
<br />license shall be given to Customer upon installation of the System. If no such license is issued by the manufacturer, then to the
<br />extent authorized by the manufacturers of the System, Williams grants Customer a non-exclusive, non-assignable, non-
<br />transferable license for the useful life of the System to use the software (including related documentation) solely to maintain
<br />and operate the System, provided Customer: (i) does not allow any aspect of the softvvare to be disclosed to a third party
<br />without Williams' written consent and makes reasonable efforts to ensure that its employees are aware of this obligation;
<br />(ii) uses the System solely for Customer's internal business purposes; (iii) does not copy any part of the software or related
<br />documentation without Williams' consent and does not attempt to develop any source code from the software; and (iv) returns
<br />to Williams or erases or destroys any software or related documentation on any media being recycled or discarded and so
<br />certifies to Williams. Customer has no right, title or interest in the software other than as set forth in this section.
<br />
<br />5. RISK OF LOSS, TITLE AND SECURITY INTEREST. Customer assumes the risk of loss to the System from the date of its
<br />delivery to Customer and Customer shall assume all risks of loss and responsibility for obtaining and paying for insurance in the
<br />event of loss or damage. Title in the System will pass on full payment of the Cash Price plus all taxes. Williams reserves and
<br />Customer grants Williams a security interest in the System in the amount of the purchase price. At Williams' option, Customer
<br />will execute appropriate financing statements to fully protect Williams' interest hereunder in accordance with the Uniform
<br />Commercial Code.
<br />
<br />Data - Purchase Agreement 11/98
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