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accordance with the conditions of the contract for the work and performed <br />to the satisfaction of the Village, that contractor pay application is not in <br />dispute by either the Village or its contractor, that the representative <br />recommends payment, and that the Village shall pay the contractor as <br />expeditiously as possible following receipt of approved funds from the <br />District and within the time period prescribed in the Village's contract with <br />the contractor to avoid any late fees or other penalties for late payment. <br />1.2.3 Provided that such any undisputed contractor pay <br />application is accompanied with a complete and duly executed PRAV and <br />is otherwise compliant with District requirements and this Agreement, upon <br />District review and approval, the District shall pay its approved amount <br />directly to the Village within forty-five (45) days of receipt. The absence <br />of written inquiry or objection to an invoice within the 45-day period shall <br />not be deemed approval of the invoice by the District. Notwithstanding <br />anything to the contrary in this Agreement, the District shall not pay any <br />Project costs until such work is completed and accepted by the District as <br />satisfactory, which acceptance shall not be unreasonably withheld, <br />conditioned or delayed. <br />1.2.4 All invoicing shall be in accordance with an agreed - <br />upon format between the District and the Village. The District shall not be <br />responsible for payment of any late fees and/or other penalties invoiced by <br />consultants or contractors. The Village shall submit proof of payment to its <br />consultant or contractor within thirty (30) days of the District's payment to <br />