2019-109C.1 - Laserfiche WebLink

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Final Version period of time, the District shall implement any no -cost remediation efforts that the Company reasonably requests be implemented. To the extent that any identified remediation efforts require material expenditures by the District, the District shall not be obligated to implement such remediation efforts until and unless the Parties agree on the schedule for implementing the remediation efforts, the extent to which the District will be reimbursed for such amounts and, if applicable, the mechanism for such reimbursement. If the Parties are unable to agree upon the schedule, the reimbursement amount or the reimbursement mechanism, then Company may elect to either continue accepting LFG and reduce the LFG Baseline based on the revised expected annual deliveries or terminate this Agreement on written notice to the District. Any termination by the Company pursuant to this Section 10.3 shall be without further liability of either Party. 10.4 If, for reasons other than a Force Majeure event, there is a material reduction in the quantity of Acceptable LFG that the Company uses such that the annual quantity of Acceptable LFG reasonably expected to be used by the Company is below the LFG Baseline, then the District may provide written notice to that effect to the Company. Promptly following issuance of the notice, the Parties shall meet and confer to assess the cause of the reduction and potential options to remedy the reduction. Following the meeting and within a commercially reasonable period of time, the Company shall implement any no -cost remediation efforts that the District reasonably requests be implemented. To the extent that any identified remediation efforts require material expenditures by the Company, the Company shall not be obligated to implement such remediation efforts until and unless the Parties agree on the schedule for implementing the remediation efforts, the extent to which the Company will be able to recover such amounts and, if applicable, the mechanism for such recovery. If the Parties are unable to agree upon the schedule, the recovery amount or the recovery mechanism, then District may elect to either continue delivering LFG or terminate this Agreement on written notice to the Company. Any termination by the District pursuant to this Section 10.4 shall be without further liability of either Party. ARTICLE 11 - OWNERSHIP AND USE OF LFG 11.1 Ownership, title and control of the LFG and all related Environmental Attributes and credits shall pass from the District to Company when the LFG is delivered to Company at the Delivery Point. Environmental Attributes shall remain with the District if the LFG does not pass the Delivery Point. 11.2 The District may use, vent, or flare any LFG that is not accepted by Company provided that District has complied with its obligations hereunder. ARTICLE 12 - WARRANTY OF TITLE TO LFG 12.1 The District warrants that it has title to all LFG and associated Environmental Attributes that will be delivered to Company hereunder and the District has the right to transfer such LFG and Environmental Attributes. 12.2 The District warrants that all of the LFG and Environmental Attributes delivered to Company under this Agreement is owned by the District, free and clear of all liens, encumbrances 21