12/02/2019 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 shill normally exercised by.professional contractors performing the same type of services. NBSW has obtained all Consents required to comply with all Applicable Law relating-tothe performance of the service; required of it hereunder, and,such Consents are valid and in full force and perf .. effect. B. The Facilityis in compliance it all material respects with all Applicable Lair. N S and its,affiliates his 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. th C. i ei er the execution nor the delivery by N S of this Agreement nor the performance her N S and/or it s Affiliater,of its obligations hereunder confllcts 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 y 'ud rnent, decree agreement, girder, contract or agreement or instrument to which NBSW andor its Affiliates are a party or by which NB-SW and/or its Affiliates are hound,br constitutes a default under any such judgment, decree, agreement, order or*nstrument. D. NBSW is a limited liability company legally existin and in good standing under the laws of the. Commonwealth of Massachusetts. SW 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 NB,SW are legally existing and in good standing u-nder the laves of the Commonwealth of Massachusetts or are otherwise legally existing and in good standing under the lavers of the jurisd'iction where they were forme,d,and are duly registered foreign entities in the Commonwealth of Massachusetts. Agreement, °when e'ecuted and delivered, . This ►� d byNBSW, constitutes legal,valid end binding ' obligations . p violate am blr ation� of�� '', enforceable try accordance with th-err respective terms,and o not provision of the N BSWs governing, organizational or charter documents or those of its Affiliates. is no action litigation, suit or proceeding at lave or in equity pen'ding or threatened, in writing, G. There � p SW or its Affiliates halle against�� n in the validity of the transactions contemplated by this Agreement or otherwise having any material impact on NBS 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. scaleoffi � pp by approved b� the Commonwealth of Massachusettsfo�r the-purpose of determining the total tonnage of Acce table Solid Waste delivered to the designated faci�lit�y. The�weigh ing facilitie shall be tested for accuracy at least once each calendar year or at such other appropriate inter'val as designated by the Commonwealth-of Massachusetts at the expense of �WS, and a copy of the most recent test results . e ;shall be disclosed to the Torn upon request. Upon reasonable notice to the other Party, either 'rtwy may, e audit weighing facilities of the other Party at a reasonable time designated by the at its own expense, � � other iParty; pr • o ided however,that the Party whose weigh.ing facilities are being audited shall bear the reveals the need for a material ad`ustrnent, The Town and WS, as the . expense of such audit if the audit , 0 case may be, shall cause any required adjustment revealed by a test or audit to be made promptly. ASTE DISPOSAL AGREEMENT Page