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9. REIMBURSEMENT. <br />9.1. Lafarge shall reimburse the Ditch Company (or pay directly) for the following <br />costs and expenses: all reasonable attorneys' fees incurred by the Ditch Company in <br />preparing, approving and enforcing this Agreement; all seasonable engineers' fees <br />incurred by the Ditch Company reviewing the Plans and inspecting the Installations; and <br />all costs associated with billing and collecting these amounts for the Ditch Company. <br />9.2. Costs chargeable to Lafarge shall be paid within thirty (30) days of the billing <br />date. If payment has not been received by Ditch Company within thirty (30) days, then <br />Lafazge shall have breached this Agreement and Ditch Company may institute legal <br />proceedings to collect the amount due and owing. In such proceeding, Ditch Compan} <br />shall be entitled to its costs and reasonable attorneys' fees from Lafarge. <br />10. LIABILITY AND INDEMNIFICATION. <br />10.1. By virtue of entering into this Agreement, Ditch Company, assumes: a) no <br />liability for use, operation or existence of the Installations; b) no liability for Lafarge's <br />construction of the Installations and maintenance activities as set forth in ¶¶4 and 7; and <br />c) no additional responsibilities or obligations related to Lafarge's future or additional <br />activities on the property described in EXHIBIT A that are required or permitted by this <br />Agreement. <br />10.2. Lafarge agrees to indemnify and to hold harmless Ditch Company (including its <br />officers, directors, employees and agents) and its successors and assigns for any claims. <br />demands, awazds, judgments of any kind or nature, defense costs including reasonable <br />attorneys' fees for damage or for injury to persons or property arising from or caused <br />directly or indirectly by: a) Lafazge's construction, maintenance, repair and replacement <br />of the Installations shown in the Plans attached as EXHIBIT D; b) Lafarge's occupanc}' <br />and use of the property described in EXHIBIT A; and c) Lafarge's failure to obtain such <br />permits or approvals or failure to comply with all applicable laws and regulations as <br />specified in ¶5. <br />1 ]. TERM. This Agreement shall be perpetual unless modified by Court Order, modified by <br />written consent of the Parties or if expired pursuant to ¶4.2. <br />12. NOTICES. Any notice required or permitted by this Agreement shall be in writing. <br />Notice shall be deemed to have been sufficiently given for all purposes when: a) sent by certified <br />or registered mail, postage and fees prepaid, addressed to the party at the address listed below: or <br />b) when hand-delivered to the party at the address listed below. <br />DITCH COMPANY: <br />Smith and Emmons Ditch Company <br />c/o Michael C. Refer, Secretary <br />Aggregate Industries <br />COPY TO: <br />Bernazd, Lyons, Gaddis & Kahn, P.C. <br />clo Madoline E. S. Wallace, Esq. <br />P.O. Box 978 <br />C IDOCUME-1\SJANZEMLOCALS-1\TEMPIC.NOTES.DATA\W69266].DOC 9I9I04 3:3] PM MEW <br />