12/02/2019 BOARD OF SELECTMEN Agenda Packet

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a the operating and/or capital costs of N S, or the Facility and/or have a material'adverse effect on a Part 's ability to perform its obligations hereunder. Notwithstanding the foregoing,it is specifically understood that none of the following,shall constitute a Change inLaw: (i) a change in the nature or severity of the action typically taken by a governaental 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 N ,S and the Facility; (ill) a "Change in Lary' that does not affect the receipt, processing, cir disposal of Acceptable Solid Waste; 1v the effect of any tax, feej or assessment imposed by the Commonwealth'of Massachusetts or other governmental body that is only i commercial vaster (v) an act event Circumstance or Change in,Laver occurring outside of the applicable to c �� .. Commonwealth of Massachusetts- vi any act, event, circumstance or Change in Laver 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 an„y 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 casts and expenses (but"shall not include decreases in revenues) paid aid or incurred by N WS, including establishment ofadequate reserves required to meet obligations due from and and all Change in Law and the treasonable fees and expenses, of'le al counsel and consultants,retainefln�connection with the evaluation, challenge mitigation, response and/or com--liance with a Ch-an e in Law and/or resulting fire....., ,such change in Lam duringe [bd such p �`µ . A change in Lair host shall not include: i any taxes payable by NBWS �its agents, representatives, employees, and contractors on-net income or net profits, includingcapital gains, ge-nerally p applicable to all corporations, partnerships, limited liability companies or individuals or(il) any fee,fine, pp „p p p a� or assessment resulting from an Willa ut or negligent ac ion, error, omission or lac of reasonable pen lty. � � � _.�.� . � _._ diligence of any Party asserting"Change in Law Costs". 23. o A. LOCA E SHARE"shall mean, fora calendar yea-r, a percentage equal to the number of tore of Acceptable Solid Waste delivered by gown to N BSW in the immedlate,lypreceding calendar year divided by the number of tons dellVered by other Towns in the preceding year to the Facility in the immediately preceding calendar year. 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. a b such s.urch.arge shall-beadded to the monthly invoice for the disposal fees payable able y Town hereunder and. shall be calcul-ated in accordance with the formula-set forth below. For each Change in Law,written notice of the surcharge shall be given by N-BWS t o Towr after the Change,in Later first occuwrsw NBWS will use reasonable efforts to notify gown of Change in Lave Costs as soon as possible; provided, however,that any. -delay oi�failure by NBWS in delivering said notice shall not affect gown's obligations to pay such Change in Law Costs. Sudh 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 isbeing made including identification of WASTE DISPOSAL AGREEMENT _ Page 13