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08/22/2005 08:45 8535850510 PAGE 09 R&S Integrated - Standard Contract Document Fina/ Version 26. Modifications of Work SDLC reserves the right to make changes In Scope of Services, including alterations, reductions therein- or additions thereto. Upon receipt by R&S Integrated of SDLC's notification of a contemplated change, R&S Integrated shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change based on cost itemized in the State of Florida Purchasing Agreement, (2) notify SDLC of any estimated change in the complete date, and (3) advise SDLe if the contemplated change shall effect R&S Integrated's ability to meet the completion dates or schedules of this Contract. The parties agree to negotiate in good faith changes in the Scope of Services that may occur, If SDLC 50 instructs in writing, R&S Integrated shall suspend work on that portion of the Scope of Services affected by a contemplated change, pending SDLC's decision to proceed with the change. If SOLC elects to make the change, SDLC shall initiate a Contract Amendment and R&S Integrated shall not commence work on any such change until such written amendment is executed by the parties hereto with the same formality as the original. 27. Notice All written notices required in this Contract shall be sent by certified mail, return receipt requested. and If sent to SDLC, shall be mailed to: The School District of Lee County, Florida ATTN Dolores She/horse, Director of Information Systems 2055 Central Ave Fort Myers, Florida 33901 and if sent to R&S Integrated, shall be mailed to: R&S Integrated Products and Services, Inc AITN: Deanna Porter 1647Y2 George Jenkins Blvd. Lakeland, Florida 33815 28. Entiretv of Contract This Contract, inclusive of Attachments 1 through 4, constitutes the entire contract between the parties concerning the subject matter herein, and supercedes any prior understandings and agreements between the parties with respect to the subject matter hereto Attachment 1, the response to the Request for Proposals submitted by R&S Integrated on August 5, 2004 is specifically incorporated into the contract as is Attachment 2, Final Report and Recommendations from the Gap Analysis dated April 29. 2005, Also incorporated into this contract is Attachment 3, Revised EDRMS Pricing Proposal, dated JUly 1, 2005, Both parties agree that the fourth attachment. "Implementation Plan" dated July 1, 2005 is a guideline and it may be amended with agreement of R&S Integrated and SOLe's representative. R&S Integrated agrees to warrant each of the responses provided in Attachment 1 to the functional requirements. R&S Integrated acknowledges that it has responded to each functional requirement fisted in the RFP representing that its EDRMS meets each and every functional requirement. SOLC wilf have the following remedies if any functional requirement is not met: (a) SDLC will provide written notice to R&S Integrated of the failure to meet the functional requirement; (b) R&,S Integrated will be allowed 30 days to present to SOLC a design for meeting the functional requirement; (c) R&S Integrated will have 90 days from the date of notice to implement a remedy to meet the functional requirement If the functional requirement is not met within the 90 days after notice is provided, SOLe may terminate and receive a refund of 75% of the software license fee that has been paid upon discontinued use and return of the software. i: ~ 'I;. \<<\, > l:..,h . ,:~;"' DPCI-.a..........__..l_.-I,...,___, .