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BELLSOUTH
<br /> BLS Master Agreement CPG-11097
<br /> BellSouth ® Business Services Master Agreement
<br /> This BellSouth@ Business Services Master Agreement (this "Agreement") is made and entered into as of , 2006, by and between the
<br /> undersigned BellSouth Company ("BellSouth"). located at 2180 Lake Boulevard, 7th Floor, Atlanta, Georgia 30319, Attention: Director - Contract
<br /> Management (the "BellSouth Contact"); and the undersigned company, Indian River County Library (hereinafter, "Customer') located at 1600 21st Street
<br /> , Vero Beach, FL 32960-, AOention:Joseph A Baird (the "Custaner Contact"). BellSouth and Customer may hereinafter be referred to individually as a
<br /> "Party" a collectively as the "Parties"
<br /> These terms and conditions ('Terms") govern the provision by BellSouth Telecommunications, Inc. or BellSouth MNS, Inc. ("BellSouth") and the use by
<br /> the customer ("Customer") of the BellSouth@ Business Services family of Internet-related and managed services, including but not limited to, all dial-up
<br /> and dedicated Internet access services, web hosting, managed equipment services, managed network services, and Network VPN, including any
<br /> BellSouth-provided equipment or software (referred to separately herein as "Equipment" and "Software," respectively) located on Customers premises
<br /> or at Customers location(s) for use in connection with such services and including any network consulting, design, monitoring,
<br />management,
<br /> maintenance, or other services that may be provided in connection with Customer-supplied networks or equipment as part of the BellSouth Business
<br /> Services (collectively referred to herein as the "Services"). References in these Terms to "Customer" include individuals authorized by Customer to use
<br /> the Services, except where the context clearly requires otherwise. By ordering and using the Services or any portion thereof, Customer agrees
<br /> as
<br /> follows :
<br /> 1 . The Services. BellSouth will operate the Services in accordance with its standard policies and procedures and applicable Service Descriptions,
<br /> incorporated herein by reference, and as described in further detail in the ordering document(s) ("Orders") submitted by Customer and accepted
<br /> by
<br /> BellSouth. BellSouth shall have the right to access Customers Services for the purpose of performing such repairs or reconfiguration a confirming
<br /> Customer's canplil with its obligations with respect to the Services.
<br /> 2. Tam. Customers agreement for the use of the Services will be in effect from the date of installation and activation of Customer's Service ordered
<br /> under the applicable Order and, unless terminated earlier as set forth herein, shall continue thereafter for the minimum term, if any, set forth
<br />in such
<br /> Order. The term of each subsequent Order for the same type Service shall be co-terrrinous with the initial Order for the same type Service, unless
<br /> otherwise provided far in such subsequent Order. This Agreement shall be extended for additional one-year terms under the same terms and conditions
<br /> herein unless either Party provides written notice of its intent not to renew the Agreement at least sixty (60) days prior to the expiration of the initial
<br /> term
<br /> or each additional one-year term.
<br /> 3. Rates and Charges. The rates and charges payable by Customer for the Services shall be as set forth in the Customers Order(s) that have been
<br /> accepted by BellSouth. If Customer has elected a minimum term for the Services in Its Order then the rates for the Services in effect at the time of
<br /> the
<br /> Order shall remain in effect for the duration of such minimum tens (unless otherwise provided in such Order). If no minimum term is specified in such
<br /> Order, or if a Party provides notice pursuant to Section 2 that it does not intend to renew the Agreement and Services continue beyond the minimum
<br /> tern, the Services will be provided on a month-to-month basis at the than prevailing month-to-month rates for the Services until either Party gives
<br /> the
<br /> other at least thirty (30) days written notice of termination of the Services. Customer will be invoiced monthly for usage of the Services. BellSouth
<br />must
<br /> receive payment by the date stated on the invoice. Unless otherwise provided in an Order, attachment, or addendum, all charges are exclusive
<br /> of
<br /> applicable federal, state or local taxes, and fees. Customer will pay or reimburse BellSouth for any and all sales and use taxes, duties,
<br /> or levies
<br /> imposed or permitted by any authority, government, or government agency (other than taxes levied on BellSouth's net income) in connection
<br /> with
<br /> Customers usage of the Services. If any payment due hereunder is not made within the date stated on the invoice, any late payment/interest charges
<br /> computed at one and one-hall percent (1 112%) par month, or the highest amount permitted by applicable law, whichever is less, shall be due
<br /> and
<br /> payable with respect to such payment. The parties acknowledge and agree that: a) Customer's payment obligations, including payment of interest, are
<br /> governed by the provisions of The Florida Prompt Payment Act, F.S. section 218.70 eLseq.; and b) the obligations of the Customer under this Contract
<br /> are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County.
<br /> 4. Equipment. If provision of the Services requires the placement by BellSouth of Equipment at Customer's location, Customer shall provide (or make
<br /> arrangements to provide) adequate space and a reasonable installation and operating environment for such Equipment, including electrical power, at no
<br /> charge to BellSouth. Customer shall provide access to such Equipment by BellSouth and its representatives for the purpose of repairing, replacing,
<br /> maintaining or otherwise using or servicing the Equipment and fa removing the Equipment upon termination of the Services. All such Equipment shall
<br /> remain the property of BellSouth or its suppliers, and no right, title, or interest in the Equipment shall pass to Customer. Customer agrees
<br /> that the
<br /> Equipment is and shall remain personal property even though it may become attached to realty. Customer shall not sell , assign, sublet, or otherwise
<br /> encumber or allow a lien or claim upon or against the Equipment by any action of Customer or any party claiming by, through, or under Customer.
<br /> Customer shall not move the Equipment from its place of installation or make, or permit any other parry to make, any repairs or alterations
<br /> to any
<br /> Equipment without BellSouth's prior written consent. Customer shall be responsible for the cost of repairing or replacing any Equipment lost, stolen or
<br /> damaged while at Customer's premises and for returning (i.e., permitting BellSouth to recover possession of) all Equipment in the same condition
<br /> as
<br /> when installed at Custmer's premises (reasonable wear and tear excepted) upon termination of the Services for any reason.
<br /> 5. Other Services and Software.
<br /> The Services may include dedicated or dial-up Internet Protocol connectivity to BellSouth's local Internet networks and to the global Internet, as well
<br /> as
<br /> access or connectivity to any of the information sources or services that may be provided by BellSouth or be available from other service providers
<br /> participating in, connected to or accessible through BellSouth's Services or the global Internet but which are not part of the Services being purchased
<br /> hereunder. Separate charges may be applicable to some of these additional services and may appear on Customer's bill frau BellSouth, or they may
<br /> be billed to Customer separately by the providers of such services. A third party Global Service Provider (GSP) provides a roaming capability
<br /> in
<br /> conjunction with dial-up Bellsouth Business Internet Services that allows users (subject to any applicable roaming surcharge) to dial the local numbers of
<br /> GSP-provided POPS to reach the BellSouth Business Internet Service while outside of the BellSouth Business Internet service areas . If Customer or its
<br /> users elect to use such GSP local access (or Customer purchases a service plan which has such GSP local access included in the price), Customer will
<br /> be charged by the GSP and may see a separate charge for such service on its bill. Such GSP local access service is provided by the GSP on the
<br /> GSP's terms and conditions and at the prices a surcharges set forth in the applicable Customer's Order. Use by Customer and any individual authorized
<br /> users of Customer ot BellSouth's other services and any browser a other Software provided by BellSouth shall be subject to BellSouth's standard terms
<br /> and conditions for such services as well as the applicable software license terms that are provided with such Software.
<br /> 6. Customers Responsibilities.
<br /> CONFIDENTIAVPROPRIETARY - N@T FOR DISCLOSURE W ITHOUT WRITTEN PERMISSION /T-
<br /> Version: 12/2005 Page 1 of 19 Customer Initials: —
<br /> Created On: June 28, 2006 CCP-12457 Date:
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