200510796 - Laserfiche WebLink

Browse

2. Covenants Regarding Construction, Cooperation and Good Faith. (a) Construction. All installation, construction and maintenance undertaken by an owner as set forth herein shall be conducted in a good and workmanlike manner, in accordance with sound engineering practices, in accordance with the construction and maintenance obligations as described in this Agreement, in compliance with all requirements of the laws, ordinances and regulations of the City of Grand Island, and the State of Nebraska governing such work then in effect. (b) Cooperation and Good Faith. Edgemark and Northcott shall cooperate in good faith to carry out the transactions contemplated in this Agreement and to achieve the purposes set forth herein. Any consents or approvals called for in this Agreement shall not be withheld or delayed unreasonably. The covenant of good faith and fair dealing shall apply to all matters under this Agreement as to which one owner has discretion. Whether an owner wrongfully withholds consent to any proposed plan or action as permitted or required by this Agreement shall be judged by the standard of reasonableness for commercial property under the circumstances. 3. Reimbursement Obligations. All payments required under this Agreement shall be made within 30 days of receipt of the invoice and supporting documentation as described herein. If the party from whom reimbursement is required (the "Reimbursing Party ") fails to make the required payment within such 30 day period, the amount of such payment, plus the associated late fees and interest as provided below. Any amount not paid when due shall accrue a late charge of 5% of the amount due. All unpaid amounts shall bear interest at five percentage points greater than the "prime rate" as reported by the Wall Street Journal from time to time, or such lesser interest rate as may be provided by law, whichever is greater. With respect to any obligation to share or reimburse expenses of any improvements or maintenance, the Reimbursing Party shall be entitled, upon reasonable notice, to inspect all of the records related to such work of the party requesting reimbursement. The party requesting reimbursement shall maintain complete and accurate records, including original invoices and copies of checks and lien waivers, with respect to all expenditures related to a project for which reimbursement is requested. The Reimbursing Party may copy all such records at its own expense. 4. Insurance and Indemnification. (a) Indemnity. (i) Northcott shall indemnify, defend, and hold harmless Edgemark from and against any and all losses, claims, actions, damages, liabilities, penalties, fines, or expenses of whatsoever nature including, without limitation, reasonable attorneys' fees through the appellate level and costs on account of mechanics' lien claims, injury to persons, the death of any person, or damages to property ( "Claims ") resulting from or related to Edgemark's use, construction or repair of the easements granted herein, except to the extent any such Claim results from the wrongful acts or omissions or the negligence, gross negligence or willful acts of Edgemark. The indemnity set forth in this section shall be effective without regard to compliance or noncompliance with this Agreement by Northcott or Edgemark, the amount of any {31081.120.10/18 /2005 05:33 PM.JE,PE.A0209405.D0C;3) 3