2005/04/27 Council Agenda Packet

10 each calendar month will be tallied at the end of each calendar month, invoiced by Evergreen, and payable by each respective party within 30 days of receipt of invoice. 4. TERMINATION: Either party may terminate this agreement in the event of a material breach or default of this Agreement by the other party, if such breach or default remains uncured for thirty(30) days after written notice thereof is provided to the breaching party. The City may terminate this Agreement upon not less than sixty (60) days written notice. The terminating party shall notify the other party of the termination, which termination shall be effective immediately. The remedy of a party's termination for an uncured material breach or default is cumulative of all other remedies at law and equity. 5. INDEMNITY: A. Evergreen shall indemnify and hold harmless, and upon request by the City of Everett, defend the City of Everett, officers, agents and employees from and against any and all claims, damages, losses, and expenses whatsoever including reasonable attorneys' fees that arise from or are related in any way to the Evergreen's ownership, transportation, handling, use, or recycling of the Nutrifibre or otherwise arising from or related in any way to Evergreen's performance hereunder. B. The City of Everett hereby agrees to hold Evergreen, its officers, employees and agents harmless from and against any and all claims, damages, losses, and expenses whatsoever, including reasonable attorneys fees, caused by any material breach or default of the City of Everett when performing this Agreement. 6. NOTICES: All notices or other communications required or permitted by this Agreement shall be in writing or shall be deemed properly given when personally delivered to the other Participant or the day following the date such notice is sent by: (a) first class mail, certified or registered postage Residuals Sales Agreement City of Everett and Evergreen On-Site Page 3 of 8 79