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oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of <br />the Parties hereto. <br />8. ASSIGNMENT <br />The SUB-RECIPIENT may not assign the work to be provided under this Agreement, in whole or in paft, <br />without the express prior written consent of the WTSC, which consent shall not be unreasonably withheld. <br />The SUB-RECIPIENT shall provide the WTSC a copy of all third-party contracts and agreements entered <br />into for purposes of fulfilling the SOW. Such third-party contracts and agreements must follow applicable <br />federal, state, and local law, including but not limited to procurement law, rules, and procedures. If any of the <br />funds provided under this Agreement include funds from NHTSA, such third-party contracts and agreements <br />must include the federal provisions set forth in this Agreement in sections 34 through 42. <br />9. ATTORNEYS' FEES <br />In the event of litigation or other action brought to enforce the Agreement terms, each Party agrees to bear its <br />own attorney fees and costs. <br />10. BILLING PROCEDURE <br />All invoices for reimbursement of HVE activities will be done using the WTSC's grant management system, <br />WEMS. WEMS Officer Activity logs will be attached to invoices, directly linking the cost of the activity to <br />the invoice. Because the activity, approval, and invoicing are all done within WEMS, no back up <br />documentation is required in most cases. <br />Once submitted by the SUB-RECIPIENT, invoices are routed to the regional TZM for review and approval. <br />The TZM will sr'rbmit allapproved invoices to the WTSC via WEMS within l0 days of receipt. <br />Payment to the SUB-RECIPIENT for approved and completed work will be made by warrant or account <br />transfer by WTSC within 30 days of receipt of such properly documented invoices acceptable to WTSC. <br />Upon expiration of the Agreement, any claim for payment not already made shall be submitted within 45 days <br />afterthe expiration date of this Agreement. All invoices forgoods received orservices performed on or prior <br />to June 30,2021, must be received by WTSC no later than August 10, 2021. All invoices for goods <br />received or services performed between July I , 2021 and September 30,2021, must be received by WTSC <br />no later than November 15,2021. <br />11. CONF'IDE AFEGUARDING OF RMATION <br />The SUB-RECIPIENT shall not use or disclose any information concerning the WTSC, or information which <br />may be classified as confidential, for any purpose not directly connected with the administration of this <br />Agreement, except with prior written consent of the WTSC, or as may be required by law. <br />12. COST PRINCIPLES <br />Costs incurred under this Agreement shall adhere to provisions of 2 CFR Part 200 Subpart E. <br />13. COVENANT AGAINST CONTINGENT FEES <br />The SUB-RECIPIENT warrants that it has not paid, and agrees not to pay, any bonus, commission, <br />brokerage, or contingent fee to solicit or secure this Agreement or to obtain approval of any application for