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D <br />Contract #SD624AA <br />work performed. Each invoice shall be submitted in detail sufficient for a proper pre - <br />audit and post -audit review and shall comply with the documentation requirements <br />described in Comptroller Memorandum, dated October 7, 1997, attached hereto and made <br />a part hereof as Exhibit `B." Invoices which do not correspond to the Project Budget will <br />be returned to COUNTY without action. <br />C. Payments: DISTRICT shall pay COUNTY one hundred percent (100%) of each <br />approved invoice within thirty (30) days of presentation. Payments due and unpaid under <br />this AGREEMENT shall not bear interest. <br />D. Release: COUNTY agrees that acceptance of the payment, shall be considered as a <br />release in full of all claims against DISTRICT or any of its members, agents, and <br />employees, arising out of, or by reason of, the Work done and materials furnished under <br />this AGREEMENT. Prior to, or in conjunction with final payment, DISTRICT shall <br />review and determine that COUNTY has fully and satisfactorily completed the required <br />Work under this AGREEMENT. If DISTRICT determines that COUNTY has complied <br />with the terms and conditions of this AGREEMENT, then acceptance of final payment by <br />COUNTY shall be considered as a release in full of all claims by DISTRICT against <br />COUNTY, or any of its members, agents and employees, arising out of, or by any reason <br />of, the Work to be done and materials furnished under this AGREEMENT. <br />ARTICLE X - OWNERSHIP OF DOCUMENTS <br />A. Ownership and copyright to all reports and all accompanying data (in all formats) <br />produced pursuant to this AGREEMENT shall be vested in DISTRICT and COUNTY. <br />COUNTY shall include language in all subcontracts which clearly indicates that <br />Ownership and Copyright to all materials produced pursuant to this AGREEMENT shall <br />remain with DISTRICT and COUNTY. <br />B. Any source documents or any other documents or materials developed, secured or used in <br />the performance of this contract shall be considered property of DISTRICT and shall be <br />safeguarded by COUNTY. The original documents or materials, excluding proprietary <br />materials, shall be provided to DISTRICT upon the expiration or termination of the <br />contract, as outlined in the scope of work, or upon request of DISTRICT. <br />ARTICLE XI - SUBCONTRACTING <br />A. COUNTY shall not sublet, assign, or transfer any work under this AGREEMENT <br />without the written consent of DISTRICT. When applicable, and upon receipt of such <br />consent in writing, COUNTY shall cause the names of the firms responsible for such <br />portions of the work to appear on the work. <br />B. COUNTY agrees to notify DISTRICT of all subcontracts not less than ten (10) calendar <br />days prior to the effective date of the subcontracts for approval purposes. COUNTY <br />Page 5 of 19 <br />