2019-109C.1 - Laserfiche WebLink

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Final Version their entirety in the text of this Agreement. In the event there is any conflict between the provisions of this Agreement and the provisions of the exhibits attached hereto, the provisions of this Agreement shall govern. 16.4 It is acknowledged, understood, accepted and declared by the Parties that documents held by Company addressing Company operations downstream of the Delivery Point are intended by the Company to be the private business records of Company, as well as protected trade secrets. Documents of Company are not intended to become public records pursuant to Chapter 119, Florida Statutes, solely by the fact of the existence of this Agreement between Company and the District. However, documents generated by Company relating to the Metering of LFG and/or the amount of the LFG fees due to the District shall be available for review by the District. If Company seeks payment of any claims pursuant to the provisions of this Agreement, any documents relevant to Company claims shall be made available for inspection and copying by the District. 16.5 Company is not an agent, franchisee, partner, joint venturer, or in any way the agent of or related to or involved with the District concerning the receipt, use, consumption and disposition of LFG, except as a purchaser of such LFG. 16.6 Any term, condition, covenant, or obligation in this Agreement that requires performance by a Party subsequent to termination of this Agreement shall remain enforceable against such Party subsequent to such termination. 16.7 In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the Parties hereto shall negotiate in good faith and agree to such amendments, modifications, or supplements of or to this Agreement or such other appropriate changes as shall, to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the Parties as reflected herein and all other provisions of this Agreement shall, as so amended, modified, supplemented, or otherwise affected by such action, remain in full force and effect. 16.8 Confidentiality Agreements. The Company believes that the processes, designs and equipment utilized at the Facility, as they may exist from time to time, are valuable, special, and unique assets and trade secrets of the Company's business. During the term of this Agreement, the Company may require the District's employees, and agents, contractors and subcontractors within the control of the District, to execute a Confidentiality Agreement in the form attached hereto as Exhibit "C" before such persons are granted access into the Company's buildings where such persons will have access to Company's Confidential Information (as defined in the Confidentiality Agreement"). 16.9 Dispute Resolution. The Parties shall attempt to resolve any and all disputes to the mutual satisfaction of both Parties by good faith negotiations. Whenever a Party desires to initiate the dispute resolution process set forth in this section, it shall do so by delivering a dispute notice to the other Party. Within ten (10) days after the delivery of a dispute notice, the Parties shall meet for the purpose of negotiating a resolution of the dispute. The Parties will use their best 27