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MASTER EQUIPMENT PURCHASE AND SERVICES AGREEMENT 3~rc'ftlt)1 223 This Master Equipment Purchase and Services Agreement (the "Agreement"), dated Augus t 24, 1999 1999, is betwee~ C3 Communications, Inc. ("C3"), having an office 2600 Via Fortuna, 6~~ 5~0, Aust~, TeRas 78746and C~ty of San Marcos ("Customer"), having an office at ast op ~ns, San Marcos, TX /~bbb . Background 1. Customer desires to purchase from C3 and C3 desires to sell to Customer certain products, goods, merchandise and/or equipment ("Equipment") and services ("Services"); and 2. This Agreement sets forth the terms and conditions under which Customer may purchase such Equipment and Services from C3. Therefore, the parties agree as follows: 1. GENERAL TERMS. This is not a sale on approval, a conditional sale, or a sale on a trial basis. Prices for Equipment are determined F.G.B. shipping point (i.e., the point from which the manufacturer of the Equipment (e.g., Itron, Inc.) ships the Equipment), unless the parties specifically agree in writing otherwise. Prices quoted for Equipment and/or Services shall not include shipping, freight, handling, insurance and other delivery charges or any duties, tariffs federal, state, local or international taxes or license fees (including, without limitation, sales, use, excise, manufacturing, receipts, occupation and similar taxes); and Customer shall be responsible for all such fees or charges. Unless requested in writing by Customer, no shipments are insured by C3 against any damage or loss in transit. Sales and use taxes shall be charged on all invoices to Customer and Customer agrees to reimburse C3 for any taxes arising out of the order or sale of Equipment or the order or providing of Services upon receipt of C3's invoice, or, alternatively, to provide C3 with a resale exemption or Tax Exemption Certificate acceptable to the appropriate legal authorities (generally the "ship-to" state). Equipment offered is subject to prior sale. C3 reserves the right to change prices and/or quotes without prior notice to Customer. The terms and conditions set forth in this Agreement shall apply to every purchase and sale of Equipment and Services between C3 and Customer. 2. PURCHASE ORDERS AND C3'S ACCEPTANCE. All orders for the Equipment or Services shall be placed via a purchase order that shall be acknowledged within 15 days of receipt by C3. Each purchase order shall specify the quantity of units to be delivered no earlier than 95 days from date of C3's acknowledgment. C3 will use its commercially reasonable efforts to accommodate any purchase order specifying a delivery date earlier than 95 days from date of acknowledgment by C3. C3's commencement of the performance of the Services or the shipping of Equipment or the invoicing to Customer pursuant to purchase orders received, whichever comes first, shall be deemed an effective mode of acceptance by C3 of Customer's issued purchase orders. However, the receipt of a purchase order shall not obligate C3 to deliver Equipment or to provide Services. Unless expressly agreed to in writing by C3, any proposal for additional or different terms or any attempt by Customer to vary in any degree any of the terms of the invoice or this Agreement is hereby objected to and rejected. Each purchase order accepted by C3 shall be incorporated into this Agreement. 3. DELIVERY. C3 will schedule delivery of Equipment to Customer only after (i) receipt of Customer's purchase order; (ii) clarification of required technical information; and (iii) when required, express Customer approval of drawings. Shipping dates provided by C3 are estimates only; precise compliance with shipping dates is not guaranteed, but depends upon conditions prevailing at the time. C3 reserves the right to cancel any order or to delay or refuse delivery of any Equipment or the providing of any Services. All Equipment shall be shipped F.G.B. shipping point. For shipments to Canada, Customer shall be the "importer of record". Customer shall be responsible for all shipping charges and shall bear all risk of loss or damage in transit. In the absence of specific instructions by Customer, C3 will select the carrier. Possession of, risk of loss and title to the Equipment will be transferred to the Customer upon shipment. Page 1 of 4