|
<br />I~~'r".~
<br />rtr/,ilamS.
<br />~
<br />
<br />Communications Solutions
<br />
<br />DATA - SERVICE AGREEMENT
<br />
<br />This Agreement is made as of the z.Cf.t day of August ,2000, between WILLIAMS COMMUNICATIONS SOLUTIONS, LLC, a Delaware
<br />limited liability company, 2800 Post Oak Boulevard, Houston, Texas 77056 ("Williams") and City of San Marcos
<br />, a (indicate whether a corporation/limited liability company/partnership/sole
<br />proprietorship/etc.) organized under the laws of Texas with its principal place of business located at
<br />San Marcos, TX ("Customer"):
<br />
<br />1) SERVICE PLAN. Customer owns or leases certain data
<br />mmunications and internetworking electronic equipment and sublicenses
<br />: associated software ( collectively, the "System") as described on the
<br />lotation attached. Customer orders from Williams the maintenance for
<br />Clystem (hereinafter "Maintenance") pursuant to the Service Plan described
<br />in this Agreement and the Service Plan Attachment (WilCare
<br />Pro II ). Williams agrees to furnish such
<br />requested service for the System. The System and its location(s) (the
<br />"Premises") are described on the Service Plan Attachment.
<br />
<br />2) TERM. The initial term ofthis Agreement shall be for a period of
<br />~ months commencing on ,2000 (the
<br />"Commencement Date"). At the end of the initial term, this Agreement
<br />shall be automatically renewed in successive annual renewal periods at
<br />Williams' then current charge for Maintenance, unless either Customer or
<br />Williams notifies the other party in writing at least forty-five (45) days
<br />before the end of the renewal term that it declines such renewal for the
<br />following year. The annual charge for Maintenance, plus applicable taxes,
<br />shall be paid in accordance with the terms of this Agreement.
<br />
<br />3) SERVICE FEE. Customer agrees to pay an annual plan service fee
<br />of $9,700.50 to be paid annually in advance for maintenance
<br />of the System (the "Service Fee") plus all applicable taxes when due.
<br />CUSTOMER WILL PROVIDE EVIDENCE OF ITS TAX EXEMPT
<br />STATUS IF IT CLAIMS SUCH STATUS. Service Fees received more
<br />than thirty (30) days after billing are subject to a late payment charge of
<br />one and one half percent (1 1/2%) for each thirty (30) day period that they
<br />remain unpaid.
<br />
<br />SERVICE FEE ADJUSTMENTS. Moves of components of the
<br />stem, additions to the configuration of a component of the System, or
<br />other changes ("Modifications") requested by Customer and performed
<br />Williams shall be subject to the terms and conditions of this Agreement.
<br />Additional equipment purchased from Williams and added to the System
<br />(" Additions") shall be subject to a separate written agreement between the
<br />parties. All Modifications and/or Additions may be included in the service
<br />coverage provided by this Agreement and may require an adjustment of the
<br />Service Fee. As requested by Williams, Customer will provide a written
<br />statement setting forth the location of additional items of equipment
<br />quantity, description, serial number and part number. Any necessary
<br />adjustment to the Service Fee will be set forth on a Quotation issued by
<br />Williams. All modifications and/or additions not performed by Williams
<br />will be subject to inspection by Williams to ensure prior compliance with
<br />the manufacturer's standards for installation and maintenance; inspection
<br />and, if necessary, repair shall be performed at Williams' then current
<br />charges and Customer agrees to pay such charges. Maintenance for
<br />Modifications and Additions shall be subject to the terms and conditions
<br />of this Agreement and be co-terminous with the term of this Agreement.
<br />
<br />Data - Service Agreement 2/2000
<br />
<br />5) INDEMNIFICATION; LIMITATION OF LIABILITY. Each
<br />party shall indemnify the other only with respect to any third party claim
<br />alleging bodily injury, including death, or damage to tangible property to
<br />the extent such injury or damage is caused by the negligence of the
<br />indemnifying party, provided that such claim is reported promptly in
<br />writing to the indemnifying party. Williams shall be liable for any physical
<br />damage it causes to the System; this liability is limited to repairing or
<br />replacing the System or components thereof. IN NO EVENT,
<br />HOWEVER, SHALL WILLIAMS AND ITS SUPPLIERS OR
<br />SUBCONTRACTORS BE LIABLE FOR: (i) ANY SPECIAL,
<br />INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES;
<br />(ii) COMMERCIAL LOSS OF ANY KIND (INCLUDING LOSS OF
<br />BUSINESS OR PROFITS); OR (Hi) ANY DAMAGES OF ANY KIND
<br />RESULTING FROM UNAUTHORIZED USE OF THE SYSTEM,
<br />INTERRUPTION OF SERVICE OR LOSS OF DATA. THIS
<br />PROVISION APPLIES TO ALL CLAIMS WHETHER BASED
<br />UPON BREACH OF WARRANTY, BREACH OF CONTRACT,
<br />NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY OTHER
<br />LEGAL THEORY, AND WHETHER WILLIAMS OR ITS
<br />SUPPLIERS OR ITS SUBCONTRACTORS HAVE BEEN ADVISED
<br />OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
<br />
<br />6) SERVICE EXCLUSIONS. (a) Maintenance provided under this
<br />Agreement excludes: (i) electrical work external to the System; (ii) repair
<br />of damage resulting from accident, transportation, neglect or misuse,
<br />operation of the System outside the manufacturer's environmental
<br />specifications, failure of electrical power, air conditioning, humidity
<br />control or acts of God (including, without limitation, earthquakes, rains,
<br />floods or lightning), or any other cause not attributable to Williams (not
<br />including a defect in the System); (iii) furnishing supplies or accessories,
<br />painting or refinishing the System or furnishing material therefor, making
<br />specification changes or performing services connected with relocation of
<br />the System; or adding or removing accessories, attachments or other
<br />devices; (iv) such service which is impractical to Williams to render
<br />because of alterations to the equipment or its connection by mechanical or
<br />electrical means to other devices or alterations to operating systems; (v)
<br />engineering services, programming, and operations procedures of any sort;
<br />(vi) service required because of system operation failure due to other
<br />manufacturer's equipment and/or service performed by Customer or third
<br />party without Williams' written consent; (vii) responsibility for repair of
<br />circuit and carrier problems and malfunctions; (viii) failures or damage
<br />arising from date dependent operations, calendar-related data and the
<br />processing of such data, or in connection with providing calendar-related
<br />data to and accepting calendar-related data from other systems or network
<br />equipment; (ix) damage caused resulting from the fault, misuse, or
<br />negligence of Customer; and (x) Service calls which require an on-site
<br />dispatch and result in "no trouble found" in the System. Service for any
<br />exclusion will be billed to Customer at Williams' then current charges. (b)
<br />
<br />Page 1 of2
<br />
|