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January 2, 2017 and to terminate the FSA and all its amendments and the LFGA and its <br />amendment; and <br />WHEREAS, the District and the Company have negotiated the terms of this <br />Agreement, which are mutually acceptable to both Parties. <br />NOW, THEREFORE, m consideration of the mutual promises contained herein <br />and other good and valuable considerations, the receipt and sufficiency of which are <br />hereby acknowledged, the Company and District agree to be bound by and comply with <br />the following: <br />1. Recitals. The foregoing recitals are true and correct, and incorporated as <br />if fully restated herein. <br />2. Definitions. Unless otherwise provided herein all words and phrases <br />defined in the FSA and/or LFGA shall have the same meaning when used herein. In the <br />event of a conflict between the definition or meaning of a word or phrase used herein and <br />as set out in the FSA or LFGA the use herein shall prevail. The following definitions <br />shall also apply: <br />"Effective Date" shall mean the date on which the last of the Parties hereto <br />has executed this Agreement. <br />"Termination Date" shall mean April 1, 2017. <br />"Property Transfer Date" shall mean the date on which the Facility Site as <br />defined in the FSA title is transferred from the Company to the new <br />owner. <br />"Vegetative Waste Storage Area" shall mean the processed or unprocessed <br />Vegetative Waste on the Facility Site as defined in the FSA. <br />3. Return of Performance Cash Deposit. Within thirty (30) days of the <br />Termination Date the District shall deliver and return to the Company $51,551.55of the <br />$200,000 cash deposit being held by the District as provided by Section 7.4 as set out in <br />the Second Amendment to the FSA. Within thirty (30) days of the Property Transfer Date <br />the District shall deliver and return to ArborOne the $148,448.45 cash deposit being held <br />by the District, together with total interest on the initial cash deposit less any costs <br />determined by the District needed for any unpaid or future costs. <br />4. Landfill Gas Credits. Section 3.2 G. 12. of the FSA and Article 7 of the <br />LFGA as modified by the First Amendment to LFGA (the "Credit Provisions") provide <br />for the marketing of 1FG carbon credits (Credits). In the event that there are any Credits <br />that have not been hilly marketed and compensation received by the Company and <br />2 <br />