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F. the partial or entire loss of, inability to obtain, or delay in the provision of any utility services, including
<br /> water, sewerage,fossil fuels and electric power, necessary for operation of the Facility or blockage of
<br /> access to the Facility;
<br /> G. the inability of NBWS, despite its documented diligent efforts, to obtain required supplies from
<br /> anywhere within the continental United States; or
<br /> H. the condemnation,taking, seizure, involuntary conversion or requisition of title to or use of the Facility
<br /> or any portion thereof by action of any federal, state, county or local governmental, quasi-
<br /> governmental or regulatory agency or authority which materially impacts operations at the Facility.
<br /> I. It is specifically understood that, without limitation, none of the following acts, events or
<br /> circumstances shall constitute a UCC: (i) any act, event or circumstance that would not have occurred if
<br /> the Party asserting excuse of performance due to a UCC complied with its obligation under this
<br /> Agreement,Applicable Law and/or the requirements and/or conditions of a Consent; (ii) changes in
<br /> interest rates, inflation rates, labor costs, energy prices, insurance costs, commodity prices, currency
<br /> values, exchange rates or other general economic conditions; (iii) changes in financial condition of
<br /> NBWS or Town; (iv) union or labor work rules, requirements or demands that have the effect of
<br /> increasing the number of employees employed by NBWS and also at the Facility, or otherwise
<br /> increasing the cost to NBWS of performance; and (v) any event the effect of which could have been
<br /> prevented or avoided by the exercise of due care,foresight or due diligence on the part of the Party
<br /> asserting excuse of performance resulting from a UCC, its agents, employees and subcontractors.
<br /> J. No Liability for UCC. Subject to rights of termination as set forth herein and except for any obligation
<br /> to pay money, neither Party shall be liable to the other for any failure or delay in performance of any
<br /> obligation under this Agreement due to the occurrence of a UCC. The Party whose performance under
<br /> this Agreement has been affected by a UCC shall provide prompt written notice of the commencement
<br /> and the cessation of such UCC to the other Party. Whenever a UCC shall occur,the Party claiming to be
<br /> adversely affected thereby shall perform in accordance with this Agreement to the extent not
<br /> adversely affected by such UCC(subject to the requirements of other contracts effective prior to the
<br /> date hereof) and shall, as quickly as reasonably possible, attempt to mitigate the cause therefore,
<br /> reduce costs and resume full performance under this Agreement.
<br /> K. Notwithstanding the foregoing, if a UCC, other than for a Change in Law which is addressed in Sections
<br /> 19 through 23 herein, results in an increase of disposal, transportation,fuel or environmental
<br /> compliance fees or costs to NBWS,then NBWS may notify Town of a proposed surcharge to Town due
<br /> to said UCC.The surcharge shall be based upon Town's allocable share as defined in Section 21 and
<br /> shall be calculated in accordance with the formula set forth in Section 22 herein. Town shall then have
<br /> fourteen (14) days to accept or reject the proposed surcharge. If the Town rejects the proposed
<br /> surcharge, then Townand/or NBSW mayterminate this Agreement after forty-five (45) days' written
<br /> notice to the other Party, subject to payment for services satisfactorily rendered based upon the fees
<br /> and costs prescribed herein on Exhibit A.
<br /> 14.ASSIGNMENT.This Agreement may not be assigned by either Party without the prior written consent of
<br /> the other Party,which consent shall not be unreasonably withheld, conditioned or delayed; provided,
<br /> WASTE DISPOSAL AGREEMENT Page 8
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