11/04/2019 BOARD OF SELECTMEN Agenda Packet

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A. In the event Town fails to pay NBWS all amounts due hereunder, NBWS will be entitled, as permitted by Applicable Law,to file suit to seekrecovery of said amounts representing actual damages. Notwithstanding the foregoing, in the event Town has a good faith dispute regarding NBWS's invoice, it shall be entitled to withhold such amounts from payment pending final settlement and/or adjudication of Town's claim and such withholding shall not be considered a Town Event of Default pursuant to Section 16.13(1) above and the Parties shall continue performance hereunder pending final settlement and/or adjudication of Town's claim. Upon final settlement and/or adjudication of Town's claim, NBSW's next monthly invoice shall be adjusted accordingly to reflect the outcome. B. Further Assurances. Each Party agrees to execute and deliver any instrument and to perform any acts that may be necessary or reasonably requested in order to give full effect to this Agreement; C. Relationship of the Parties. Except as otherwise explicitly provided herein, no Party shall have any responsibility whatsoever with respect to services provided or contractual obligations assumed by the other Party and nothing in this Agreement shall be deemed to constitute any Party a partner, agent or legal representative of any other Party nor to create any fiduciary relationship between or among the Parties; D. Notices. Except as otherwise expressly provided in this Agreement, any notices or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, by commercial overnight courier, by telecopy(receipt confirmed) or by electronic mail as follows: Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by written notice to the other Party. E. Waiver. The waiver by either Party of a default or a breach of any provision of this Agreement by the other Party shall not operate or be construed to operate as a waiver of any other provision or subsequent default or breach. The making or the acceptance of a payment by either Party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of that or any subsequent default or breach. F. Modifications. The provisions of this Agreement shall (a) constitute the entire agreement between the Parties, and (b) be modified only in writing duly executed by the Party to be bound. G. Headings. Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement. H. Governing Law/Dispute Resolution. This Agreement and any question concerning its validity, construction or performance shall be governed by Massachusetts law, irrespective of the principles of conflicts of law and this Agreement shall be enforceable, in whole or part, in a court of competent jurisdiction located in the Commonwealth of Massachusetts. The Parties agree that any controversy, dispute or claim arising out of or relating to this Agreement or a breach of any of the terms or conditions of this Agreement,which cannot be resolved by the Parties within thirty(30) days after written notice by either Party, may be subject to nonbinding mediationby mutual agreement of theParties. WASTE DISPOSAL AGREEMENT Page 11