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SPECIAL SERVICE ARRANGEMENT <br /> AGREEMENT Case Number FL07- 1770-00 <br /> BellSouth <br /> BellSouth Telecommunications, Inc. <br /> Assistant Vice President <br /> 701 NorthPointe Parkway <br /> West Palm Beach, FL 33407 <br /> Customer <br /> INDIAN RIVER COUNTY <br /> 1840 25TH ST <br /> VERO BEACH, FL 32960 <br /> 9. Assignment. Customer may not assign its rights or obligations under this Agreement without the <br /> express written consent of Company and only pursuant to the conditions contained in the appropriate <br /> tariff. <br /> 10. Severability. In the event that one or more of the provisions contained in this Agreement or <br /> incorporated within by reference shall be invalid, illegal, or unenforceable in any respect under any <br /> applicable statute, regulatory requirement or rule of law, then such provisions shall be considered <br /> inoperative to the extent of such invalidity, illegality, or unenforceability and the remainder of this <br /> Agreement shall continue in full force and effect. <br /> 11 . Merger Clause. Customer acknowledges that Customer has read and understands this Agreement and <br /> agrees to be bound by its terms and conditions. Customer further agrees that this Agreement, and any <br /> orders, constitute the complete and exclusive statement of the Agreement between the parties, <br /> superseding all proposals, representations, and/or prior agreements, oral or written, between the parties <br /> relating to the subject matter of the Agreement. <br /> 12. Acceptance. Acceptance of any order by Company is subject to Company credit and other approvals. <br /> Following order acceptance, if it is determined that: (i) the initial credit approval was based on <br /> inaccurate or incomplete information; or (ii) the Customer's creditworthiness has significantly <br /> decreased, Company in its sole discretion reserves the right to cancel the order without liability or <br /> suspend the order until accurate and appropriate credit approval requirements are established and <br /> accepted by Customer. <br /> 13. Taxes and Fees. All charges are exclusive of applicable federal, state or local taxes and fees. Company <br /> may invoice and Customer agrees to pay to Company amounts equal to any taxes resulting from this <br /> Agreement or any activities hereunder including any and all sales and use taxes, duties, or review imposed <br /> or permitted by any authority, government, or governmental agency, exclusive of taxes on Company's net <br /> income. Customer will be responsible for any ad valorem, property, or other taxes assessable on <br /> equipment on or after delivery to the installation site. <br /> 14. Risk of Loss or Damage. All risk of loss or damage shall pass to Customer as to each item of equipment <br /> on the date of delivery to the Customer Service location . <br /> 15 . Security Interest. Customer grants the Company a purchase money security interest in each item of <br /> equipment or software. Customer agrees to execute any documents that are reasonably requested by <br /> the Company to protect or perfect the Company' s security interest. <br /> 16. Software License. <br /> a) All software is and will remain the property of Company. Company, with respect to <br /> Company developed software and to the extent authorized under the supplier <br /> licenses, grants to Customer a personal, nontransferable and nonexclusive sublicense <br /> PRIVATE/PROPRIETARY <br /> CONTAINS PRIVATE AND/OR PROPRIETARY INFORMATION. MAY NOT BE USED OR DISCLOSED OUTSIDE THE <br /> BELLSOUTH COMPANIES EXCEPT PURSUANT TO A WRITTEN AGREEMENT_ <br /> Page 2 of 14 <br />