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08/22/2005 08:46 8635860510 PAGE 04 R&S Integrated - Standard Contract Document Final Version 3. Payments R&S Integrated will bill SOLe for products delivered and services rendered toward the completion of the work listed in the above referenced proposal at the rates listed in said proposal. Invoices received from R&S Integrated by SDLC pursuant to this Contract for software components and/or hardware components will be reviewed and approved by SDLC~ representative, indicating that products have been delivered in conformity with the Contract, and then will be sent to the Finance Department for payment. Invoices will be paid within thirty (30) days following submission to SDLC. Invoices will be submitted by R&S Integrated to SDlC pursuant to this Contract for Professional Services on a monthly basis, and will be reviewed and approved by SDLC~ representative, indicating that the services have been delivered in conformity with the Contract. InVOices will then be ~ent to the Finance Department for payment, and will be paid within thirty (30) days following submission to SDlC. Invoices shall be submitted to: The School District of Lee County, Florida AlTN: Accounts Payable 2055 Central Ave Fort Myers, Florida 33901 Final Invoice: In order for both parties herein to close their books and records, R&S Integrated will clearly state "Final Invoice" on R&S Integrated's final/last bifling to SDLe. This certifies that all services have been properly performed and all charges and costs have been invoiced to SOLe. Since this account will thereupon be closed, any and other further charges, if not properly included on this final invoice, or which are in excess of the not to exceed amount, are waived by R&S Integrated 4. Contract Period and Contract Renewal The contract period shall begin with the issuance of a Purchase Order, and will incorporate all instalfation, configuration and testing of an EORMS, completion of all training, and final acceptance of the EDRMS. EDRMS maintenance and support will continue for one (1) year from the date of system acceptance or first production use of the system, whichever occurs first. In addition, SOLC reserves the right to renew the support contract for additional one (1) year periods, under the same terms, conditions and specificatio ns, s. Access and Audits R&S Integrated shall maintain adequate records related to all charges, expenses, and costs incurred in estimating and performing the work for at least three (3) years after completion of this Contract. SOle shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at R&S Integrated's place of business. 6. Truth-'n-NeQotlation Certificate Signature of this Contract by R&S Integrated shall also act as the execution of a truth-in-negotiation certificate certifying that the wage rates, over-head charges, and other costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged R&S Integrated's most favored customer for the same or substantially similar service, The said rates and costs shall be adjusted to exclude any significant sums should SDLC determine that the rates and costs were increased due to inaccurate, incomplete or concurrent wage rates or due to inaccurate presentation of fees paid to outside contractors. SOLe shall exercise its rights under this clause within three (3) years following final payment. ~ r~~ f ()l