11/04/2019 BOARD OF SELECTMEN Agenda Packet

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hereunder in a good and professional manner and in accordance with this Agreement, and exhibits the standard of care and skill normally exercised by professional contractors performing the same type of services. NBSW has obtained all Consents required to comply with all Applicable Law relating to the performance of the services required of it hereunder, and such Consents are valid and in full force and effect. B. The Facility is in compliance in all material respects with all Applicable Law. NBSW and its Affiliates has obtained all Consents required to comply with all Applicable Law applicable to the Facility and the performance of the services required of NBSW and its Affiliates hereunder and such Consents are valid and in full force and effect. C. Neither the execution nor the delivery by NBSW of this Agreement nor the performance by NBSW and/or its Affiliates of its obligations hereunder (1) conflicts with,violates or results in a breach of any Applicable Law, or(2) conflicts with, violates or results in a breach of any term or condition of any judgment, decree, agreement, order, contract or agreement or instrument to which NBSW and/or its Affiliates are a party or by which NBSW and/or its Affiliates are bound, or constitutes a default under any such judgment, decree, agreement, order or instrument. D. NBSW is a limited liability company legally existing and in good standing under the laws of the Commonwealth of Massachusetts. NBSW has the power and authority, as a Massachusetts limited liability company,to execute, deliver and perform its obligations under this Agreement. E. Any Affiliates of NBSW are legally existing and in good standing under the laws of the Commonwealth of Massachusetts or are otherwise legally existing and in good standing under the laws of the jurisdiction where they were formed and are duly registered foreign entities in the Commonwealth of Massachusetts. F. This Agreement, when executed and delivered by NBSW,constitutes legal,valid and binding obligations of NBSW, enforceable in accordance with their respective terms and do not violate any provision of the NBSW's governing, organizational or charter documents or those of its Affiliates. G. There is no action, litigation, suit or proceeding at law or in equity pending or threatened, in writing, against NBSW or its Affiliates challenging the validity of the transactions contemplated by this Agreement or otherwise having any material impact on NBSW's ability to perform its obligations hereunder this Agreement including any actions in bankruptcy either voluntary or involuntary. 7. WEIGHING OF WASTE DELIVERIES. NBWS shall cause to be maintained weighing facilities with a scaleofficially approved by the Commonwealth of Massachusettsfor the purpose of determining the total tonnage of Acceptable Solid Waste delivered to the designated facility. The weighing facilities shall be tested for accuracy at least once each calendar year or at such other appropriate interval as designated by the Commonwealth of Massachusetts at the expense of NEWS, and a copy of the most recent test results shall be disclosed to the Town upon request. Upon reasonable notice to the other Party, either Party may, at its own expense, audit the weighing facilities of the other Party at a reasonable time designated by the other Party; provided, however,that the Party whose weighing facilities are being audited shall bear the expense of such audit if the audit reveals the need for a material adjustment. The Town and NBWS, as the case may be, shall cause any required adjustment revealed by a test or audit to be made promptly. WASTE DISPOSAL AGREEMENT Page 4