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129 h "'WILTEL WIL TEL PURCHASE AGREEMENT This Agreement is made as of April 25 , 19...25..., between wn..,TEL COMMUNICATIONS SYSTEMS, INC., a Delaware corporation, 8665 New Trails Drive, The Woodlands, Texas 77381, ("WilTel") and The City of San Marcos, Texas ("Customer"): -- 0 .. ¡ AGREEl\11ENT. WilTel will sell, deliver and install the telecommunications equipment (Equipment) and sublicense the associated software (together, the System) listed on each of the four applicable Customer and System Information Attachments and Customer will purchase the Equipment and pay the applicable software license fees or cause the Equipment to be purchased by a Lessor who may lease the Equipment to the Customer. The System will be installed at the location specified on the applicable Customer and System Information Attachment (the "Premises"). 2) PRICE, PAYMENT TERMS, AND SCHEDULING. The price of the Equipment at all four sites including the software fee is $ 464,979.55. The price of installation at all four sites is $ S4,925 6S. The total price is $ 549,905.23 (the "Cash Price") plus all applicable taxes. CUSTOMER WILL PROVIDE EVIDENCE OF ITS TAX EXEMPT STATUS IF IT CLAJMS SUCH STATUS. No other item is included unless specifically stated in this Agreement or on an Attachment. Customer will pay the Cash Price plus applicable taxes on the following milestone dates for ~ach of the four sites: (25%) on signing of this Agreement, (50%) on the Delivery Date, and (15%) by noon of the Cutover Date and (10%) upon execution of the System Acceptance Form as the term Acceptance is defined in this Agreement. WilTel agrees to provide Customer with invoices for the appropriate amount twelve (12) business days prior to the actual milestone date. The anticipated milestone dates for each of the four sites and the amounts due on each of those dates are listed on the applicable Customer and System Information Attachment. Delivery Date occurs when WilTel tenders the switching equipment for delivery to the Premises. \ Cutover Date occurs when the switching equipment is connected to the public telephone network, and \ all System components have been installed tested arid are working to allow completion of incoming, outgoing and intercom calls. All payments will be subject to a late payment service charge of 1% % per month (or as limited by applicable law) on payments in arrears for more than thirty (30) days after invoice date or milestone date, whichever is later. 3) CHAi'lGES. Any addition or deletion to the System shall be made by means of WilTel's Installation Change Notice COICN") before Cutover Date, or Customer Service Order ("CSO") after Cutover Date. The terms of this Agreement, including the limited warranty, will apply to an ICN or CSO and equipment or software purchased thereunder. Such warranty will terminate not later than the Warranty Period set forth in this Agreement for the original System. An ICN or CSO must be signed by an authorized representative of each party before WilTel will schedule any additional work or order additional equipment or software. The Cash Price of the System (including progress - 1 -