11/04/2019 BOARD OF SELECTMEN Agenda Packet

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the operating and/or capital costs of NBWS, or the Facility and/or have a material adverse effect on a Party's ability to perform its obligations hereunder. Notwithstanding the foregoing, it is specifically understood that none of the following shall constitute a Change in Law: (i) a change in the nature or severity of the action typically taken by a governmental body to enforce compliance with Applicable Law effective as of Effective Date; (ii) a "Change in Law" in Occupational Safety and Health Administration ("OSHA") standards or regulations applicable to NBWS and the Facility; (iii) a "Change in Law"that does not affect the receipt, processing, or disposal of Acceptable Solid Waste; (iv)the effect of any tax,fee, or assessment imposed by the Commonwealth of Massachusetts or other governmental body that is only applicable to commercial waste; (v) any act, event, circumstance or Change in Law occurring outside of the Commonwealth of Massachusetts; (vi) any act, event, circumstance or Change in Law pertaining to taxes except taxes imposed on, directed at or directly related to solid waste management generally; (vii) any contracts, instruments, agreements, covenants and the like to which NBWS is obligated with any private, third parties; or(viii) and any Change in Law relating to the permitting and operation of the NBWS Advanced Recycling Facility. 22. "CHANGE IN LAW COSTS" means, the increased annual operating and capital costs and expenses (but shall not include decreases in revenues) actually paid or incurred by NBWS, including establishment of adequate reserves required to meet obligations due from any and all Change in Law and the reasonable fees and expenses of legal counsel and consultants retained in connection with the evaluation, challenge, mitigation, response and/or compliance with a Change in Law and/or resulting from such Change in Law during such period. A Change in Law Cost shall not include: (i) any taxes payable by NBWS its agents, representatives, employees, and contractors on net income or net profits, including capital gains, generally applicable to all corporations, partnerships, limited liability companies or individuals or(ii) any fee, fine, penalty or assessment resulting from any willful or negligent action, error, omission or lack of reasonable diligence of any Party asserting"Change in Law Costs". 23_. "TOWN'S ALLOCABLE SHARE"shall mean, for a calendar year, a percentage equal to the number of tons of Acceptable Solid Waste delivered by Town to NBSW in the immediately preceding calendar year divided by the number of tons delivered by other Towns in the preceding year to the Facility in the immediately preceding calendar year. 24. SURCHARGE FOR CHANGE IN LAW COSTS. The disposal fees due hereunder shall include a provisional surcharge from time to time as provided below for actual Change in Law Costs incurred during the Term. Such surcharge shall be added to the monthly invoice for the disposal fees payable by Town hereunder and shall be calculated in accordance with the formula set forth below. For each Change in Law,written notice of the surcharge shall be given by NBWS to Town after the Change in Law first occurs. NBWS will use reasonable efforts to notify Town of Change in Law Costs as soon as possible; provided, however, that any delay or failure by NBWS in delivering said notice shall not affect Town's obligations to pay such Change in Law Costs. Such notice shall describe, in reasonable detail, the amount of the surcharge, the term of the surcharge and the Change in Law Costs for which the surcharge is being made (including identification of WASTE DISPOSAL AGREEMENT Page 13