11/04/2019 BOARD OF SELECTMEN Agenda Packet

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acceptance by NBSW and, upon such acceptance,Town shall not be considered the generator of such wastenor incur any liability therefor for any purpose. NBSW acknowledges its right to inspect Town's Solid Waste for the presence of Unacceptable Solid Waste prior to final acceptance. In the event that NBSW has not undertaken any such inspections then, except as otherwise expressly provided in this Agreement, NBSW hereby waives any right to challenge the condition of Town's Solid Waste and upon final acceptance of Town's Solid Waste, it shall be deemed Acceptable Solid Waste.Title and ownership to all Acceptable Solid Waste shall pass to NBWS and Town shall not be considered the generator of such Solid Waste for any purpose. For purposes of this Agreement, co-mingling shall occur when Town's Solid Waste is mixed with other Solid Waste generated from any other source not the Town. 5. SPECIAL HANDLING OF UNACCEPTABLE SOLID WASTES. If NBWS elects to handle, rather than reject, "Unacceptable Solid Waste" generated by the Town, NBWS shall have the right to manage the same in the manner deemed most appropriate by NBWS given the characteristics of the "Unacceptable Solid Waste". NBWS may assess and Town shall pay additional fees associated with the delivery of"Unacceptable Solid Waste", including, but not limited to, special handling or disposal charges, and costs associated with different quantities of waste, different delivery dates, modifications in operations, specialized equipment, and other operational, environmental, health, safety or regulatory requirements. Prior to processing any Unacceptable Solid Waste, NBWS shall notify Town in writing of its election to accept, handle and process the Town's Unacceptable Solid Waste which notice shall also specify the additional costs,fees and charges, if any, associated with NBSW's election and may only proceed to accept, handle, and process the Town's Unacceptable Solid Waste after Town's written direction to NBSW to proceed accordingly. 6. NBWS WARRANTIES. NBWS hereby represents and warrants that: (a) NBWS will manage the"Acceptable Solid Waste" in a safe manner and in full compliance with all Applicable Law; and (b) it will use disposal facilities that have been issued permits, licenses, certificates or approvals required by valid and Applicable Law necessary to allow the facility to accept,treat and/or dispose of"Acceptable Solid Waste".NBSW agrees to accept Acceptable Solid Waste from the Town at its transfer station and handling facility located at 48 Cranberry Highway, Rochester, MA(the "Facility") or at such other facility as NBSW shall designate from time to time. If NBSW designates another facility for acceptance, NBSW agrees to reimburse the Town for any additional transportation costs incurred by the Town. The obligation of NBSW to accept Town's Acceptable Solid Waste at the Facility is unconditional and shall not be dependent on the ability of NBSW to secure the necessary permits and approvals for or to construct the Advanced Recycling Facility which is the subject of NBSW's current application before the,Massachusetts Department of Environmental Protection filed on May 30, 2013 (the "NBSW Advance Recycling Facility"). Further, NBSW, for itself and for its Affiliates, defined below in Section 14, hereby represents and warrants to Town as follows: A. NBSW and its Affiliates are engaged in the solid waste disposal business, has developed the requisite expertise for performing that work, has adequate resources and equipment in good working order together with fully trained and experienced personnel capable of performing the services required of it Page 3 WASTE DISPOSAL AGREEMENT