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.391 4. BILLING AND PAYMENT a. TWDB shall furnish invoices to the District as follows: (1) Billing for 75% of the cost of the survey upon completion of the field work; and (2) Billing for the remaining 25% of the cost of the survey upon completion of the survey report as specified in paragraph 3 of the attached "Exhibit A -Scope of Work." The invoices shall be forwarded to the District Project Manager specified in Paragraph 6.b below, for review and signature indicating services and work that have been performed. The Project Manager shall then forward the approved invoices to the U.S. Army Corps of Engineers, USACE Finance Center, CEFC -AD- C EROC M2, 5722 Integrity Drive, Millington, Tennessee 38054 -5005, for payment. b. The District will provide payment to TWDB for cost incurred associated with performance of the survey as defined in Paragraph 4.a above within forty -five (45) days from receipt of TWDB's respective invoices, unless the such invoices are not approved. If an invoice is not approved, it shall be returned by the District to TWDB within 15 days with a written explanation of why it was not approved. 5. FURTHER UNDERSTANDING a. TWDB agrees to comply with all applicable Federal and State laws and regulations associated with performance of the survey. b. Before any Party to this Agreement may bring suit in any court concerning any issues relating to this Agreement, such Party must first seek in good faith to resolve the issue through negotiation or other form of non - binding alternative dispute resolution mutually acceptable to the Parties.