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insurance carrier or its agent evidencing that all insurance coverage, including the "tail" insurance
<br /> required by this Section, is in effect. Annually, and as otherwise reasonably requested by the Town
<br /> and upon each change in the insurance carried by NBWS or a change in NBWS's insurance underwriter,
<br /> NBWS will provide the Town with evidence that the insurance required hereunder is in place.
<br /> 12. INDEMNIFICATION.To the fullest extent permitted by law, NBWS agrees to indemnify, defend and
<br /> holdTown harmless from and'against any and all liability(including reasonable attorneys fees) which Town
<br /> may be responsible for or payout as a result of bodily injuries (including death), property damage, or any
<br /> violation or alleged violation of law,to the extent caused by NBWS's breach of this Agreement or by any
<br /> negligent act, negligent omission or willful misconduct of NBWS, its Affiliates, agents, contractors or
<br /> employees, which occurs (1) during the collection or transportation of Town's"Acceptable Solid Waste" by
<br /> NBWS, or(2) as a result of the disposal of Town's "AcceptableSolid Waste", after the date of this Agree-
<br /> ment, in a facility owned by a subsidiary or affiliate of New Bedford Waste Services LLC., provided that the
<br /> NBWS's indemnification obligations will not apply to occurrences involving delivery by the Town of
<br /> "UnacceptableSolid Waste".
<br /> To the fullest extent permitted by law,Town agrees to indemnify, defend and hold NBWS harmless from
<br /> and against any and all liability (including reasonable attorneys fees)which NBWS may be responsible for
<br /> or payout as a result of bodily injuries (including death), property damage, or any violation or alleged viola-
<br /> tion of law to the extent caused by Town's breach of this Agreement or by any negligent act, negligent
<br /> omission or willful misconduct of the Town or its employees, agents or contractors in the performance of
<br /> this Agreement or Town's use, operation or possession of any equipment furnished by NBWS. Neither
<br /> party shall be liable to the other for consequential, incidental or punitive damages arising out of the
<br /> performance of this Agreement.
<br /> 13. UNCONTROLLABLE CIRCUMSTANCES("UC.C") means any act, event or condition, occurring on or after the
<br /> Effective Date,that has had, or may reasonably be expected to have, a material adverse effect on the
<br /> rights or the obligations of a Party under this Agreement, or a material adverse effect on the Facility, if
<br /> such act, event or condition is beyond the reasonable control of the Party relying thereon as justification
<br /> for not performing an obligation or complying with any condition required of such Party under this
<br /> Agreement including, without limitation, the following:
<br /> A. an act of God, landslide, lightning, earthquake, fire, explosion, flood, acts of a public enemy, war,
<br /> blockade, insurrection, riot or civic disturbance or any similar occurrence;
<br /> B. the order and/or judgment of a federal, state or local court, administrative agency or governmental
<br /> body not caused by or prompted by NBSW's acts or failure to act;
<br /> C. the suspension,termination, interruption, denial or failure of renewal of any Consent essential to the
<br /> operation of the.Facility which is not the result of any act,failure.to act or negligence of NBSW, its
<br /> Affiliates, agents or contractors;
<br /> D. a labor dispute, strike, work slowdown or work stoppage involving essential employees or contractors;
<br /> E. a "Change in Law" as defined below in Section 19;
<br /> WASTE DISPOSAL AGREEMENT Page 7
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