Agenda packet — American Canyon City Council, December 19, 2023

REGULAR CITY COUNCIL MEETING AGENDA
City Hall - Council Chambers
4381 Broadway St., Suite 201, American Canyon
December 19, 2023
6:30 PM
Tonight's mee&ng is a limited public forum. American Canyon promotes respec/ul and responsible behavior among its mee&ng par&cipants, whether they are present in person or remotely. Using offensive language or remarks that promote, foster, or perpetuate discrimina&on based on race, creed, color, age, religion, gender marital status, status regarding public assistance, na&onal origin, physical or mental disability or sexual orienta&on/gender iden&fica&on, as well as any other category protected by federal, state or local laws will not be tolerated. In the case of an occurrence, the speaker will be immediately disconnected from the microphone.

City Council and other public meengs will be conducted in person at City Hall, 4381 Broadway, Suite 201, American Canyon, CA 94503. This meeng is also available via Zoom Teleconferencing as a convenience for public parcipaon.

This meeng will be broadcast live to residents on Napa Valley TV, on our website here and on YouTube here. Should technical issues with Zoom occur, please select another viewing option.

PUBLIC PARTICIPATION
Oral comments, during the mee&ng: Oral comments can be made in person during Open and Closed Session. A Zoom Webinar has been established for public comments made via zoom, during Open Session only. To give your public comment via zoom, connect via the below Zoom link and use the “raise your hand” tool, or call into the zoom mee-ng at 408-638-0968 and press *9 to “raise your hand” when the item is called. To avoid confusion, all hands raised outside of Public Comment periods will be lowered.

Written comments, via eComments: Please submit wri2en comments through the eComments link, located on the Mee-ngs & Agendas page of our websitehere. Comments will be available to council members in real -me. To allow for review of comments, eComments will close at 3:00 pm on the day of the mee-ng. All comments received will be posted online and become part of the mee-ng record.

Zoom Meeting Link: Click here.

Webinar ID: 852 5117 7763 Passcode: 123456
The above-iden-fied measures exceed all legal requirements for par-cipa-on in public comment, including those imposed by the Ralph M. Brown Act. For more informa-on, please call the Office of the City Clerk at (707) 647-4369 or email [email protected].

AGENDA MATERIALS: City Council agenda materials are published 72 hours prior to the mee-ng and are available to the public via the City’s website at www.cityofamericancanyon.org.

AMERICANS WITH DISABILITIES ACT: The City Council will provide materials in appropriate Mayor: Leon Garcia
Vice Mayor: Pierre Washington
Councilmembers: Mariam Aboudamous, Mark Joseph, David Oro CITY COUNCIL MEETING AGENDA DECEMBER 19, 2023
1 alterna-ve formats to comply with the Americans with Disabili-es Act. Please send a wri2en request to City Clerk at 4381 Broadway, Suite 201, American Canyon, CA 94503 or by email to [email protected]. Include your name, address, phone number and brief descrip-on of the requested materials, as well as your preferred alterna-ve format or auxiliary aid, at least three calendar days before the meeting.
5:00 P.M. – CLOSED SESSION
The mayor will call the meeng to order and conduct roll call. Council will immediately convene into Closed Session a,er hearing any public comment on Closed Session items. At 6:30 p.m. the Council will reconvene into Open Session and then resume Closed Session at the end of the meeting to address outstanding items, if necessary.

CALL TO ORDER - CLOSED SESSION

ROLL CALL - CLOSED SESSION

PUBLIC COMMENTS - CLOSED SESSION ITEMS
This me is reserved for members of the public to address the City Council on Closed Session Items only. Comments must be made in person and are limited to 3 minutes. Comments for items on the Open Session agenda will be taken when the item is called in Open Session. Comments for Items not on the Closed Session or Open Session agenda will be heard during the Open Session Public Comment period.

MEETING RECESS - COUNCIL TO CONVENE IN CLOSED SESSION
5:00 P.M. CLOSED SESSION ITEMS

1. Conference with Legal Counsel - Exis&ng Li&ga&on. Authorized pursuant to Government Code Section 54956.9(d)(1):
a. City of American Canyon v. City of Vallejo, et al. (Sacramento Superior Court Case No. 34-2022-00327471).
b. City of American Canyon v. Leon Dale Schmidt (Napa County Superior Court Cases No. 22CV001041 and 23PR00161).
c. Center for Biological Diversity v. City of American Canyon et al. (Napa County Superior Court Case No. 23CV000511).
d. Golden State Environmental Jus!ce Alliance v. City of American Canyon et al. (Napa Superior Court Case No. 23CV000510).
e. City of Vallejo v. City of American Canyon et al . (Napa County Superior Court Case No. 23CV000517).
f. City of Vallejo v. City of American Canyon et al . (Napa County Superior Court Case No. 23CV001600).

2. Conference with Legal Counsel – An&cipated Li&ga&on. Authorized pursuant to Government Code Section 54956.9 (d)(2). Two (2) Matters. 6:30 P.M. OPEN SESSION - REGULAR MEETING

CALL TO ORDER - COUNCIL TO RECONVENE IN OPEN SESSION
CITY COUNCIL MEETING AGENDA DECEMBER 19, 2023
2 PLEDGE OF ALLEGIANCE

ROLL CALL - OPEN SESSION

REPORT ON CLOSED SESSION/CONFIRMATION OF REPORTABLE ACTION

PROCLAMATIONS AND PRESENTATIONS
There are no Proclamation and Presentation items.

PUBLIC COMMENTS - ITEMS NOT ON CLOSED SESSION OR OPEN SESSION AGENDA This me is reserved for members of the public to address the City Council on items that are not on the Closed Session or Open Session agenda and are within the subject ma4er jurisdicon of the City Council. Comments are limited to 3 minutes. Comments for items on the Open Session agenda will be taken when the item is called in Open Session.The City Council is prohibited by law from taking any acon on ma4ers discussed that are not on the agenda, and no adverse conclusions should be drawn if the City Council does not respond to public comment at this time.

AGENDA CHANGES
The Mayor and Council may change the order of the Agenda or request discussion of a Consent Item. A member of the Public may request discussion of a Consent Item by making that request during Public Comment.

CONSENT CALENDAR

4. Minutes of December 5, 2023
Recommendation: Approve the minutes of December 5, 2023.

5. Report Upon Return from Closed Session
Recommendation: Approve the Report Upon Return from Closed Session from the mee-ng of December 5, 2023.

6. Local Appointments List of Boards, Commissions and Committees 2024 Vacancies Recommendation: Approve the Local Appointments List of Boards, Commissions and Committees 2024 Vacancies.

PUBLIC HEARINGS
There are no Public Hearing items.

BUSINESS

7. Solid Waste Hauling and Disposal
Recommendation: Update on the Recology American Canyon Franchise Agreement

8. Selection of Vice Mayor and City Council Committee Appointments for 2024 Recommendation:

1. By Minute Order, nominate and select a Vice Mayor to serve for a one-year term, January to December 2024.

2. By Minute Order, approve the 2024 City Council Appointments List.

CITY COUNCIL MEETING AGENDA DECEMBER 19, 2023
3 MANAGEMENT AND STAFF ORAL REPORTS

MAYOR/COUNCIL COMMENTS AND COMMITTEE REPORTS
The Mayor and Council may comment on ma4ers of public concern and announce ma4ers of public interest; no collective council action will be taken.

9. City Council Committee Report - Councilmember Mark Joseph

FUTURE AGENDA ITEMS
December 21, 2023, Planning Commission Meeting; 6:30 p.m.

Eco Center Design Permit
January 02, 2024, No City Council Meeting.

January 03, 2024, No Open Space Active Transportation and Sustainability Commission Meeting.

January 11, 2024, No Parks and Community Services Commission Meeting.

January 16, 2024, City Council Meeting 6:30 p.m.

Climate Action Committee - Additional RCAP Funding
National Community Survey
Utility Rates
Annual Auditors Report
Public Works Quarterly Update
January 25, 2024, Planning Commission Meeting 6:30 p.m.

February 2, 2024, Special City Council Workshop 9:00 a.m. 3-Year Fiscal Forecast and FY 24/25 Budget Priorities
February 7, 2024, Open Space Ac!ve Transporta!on and Sustainability Commission Mee!ng 6:30 p.m.

February 8, 2024, Parks and Community Services Commission Meeting 6:30 p.m.

February 20, 2024, City Council Meeting 6:30 p.m.

Mid-Year Budget Review

ADJOURNMENT
CITY COUNCIL MEETING AGENDA DECEMBER 19, 2023
4 CERTIFICATION
I, Nicolle Hall, Interim Deputy City Clerk for the City of American Canyon, do hereby declare that the foregoing agenda of the City Council was posted in compliance with the Brown Act prior to the meeting date. ______________________________________
Nicolle Hall, Interim Deputy City Clerk
CITY COUNCIL MEETING AGENDA DECEMBER 19, 2023
5 CITY OF AMERICAN CANYON

REGULAR CITY COUNCIL MEETING

ACTION MINUTES
December 5, 2023
5:00 P.M. – CLOSED SESSION

CALL TO ORDER - CLOSED SESSION
The City Council meeting was called to order at 5:03 p.m.

ROLL CALL - CLOSED SESSION

Present: Councilmember Mariam Aboudamous, Councilmember Mark Joseph, Councilmember David Oro, Vice Mayor Pierre Washington, Mayor Leon Garcia

Absent: None
Excused: None

PUBLIC COMMENTS - CLOSED SESSION ITEMS
Mayor Garcia called for public comments on Closed Session items. Written comments: none. Oral comments: none. The public comments period was closed.

MEETING RECESS - COUNCIL TO CONVENE IN CLOSED SESSION
City Council convened in Closed Session.
5:00 P.M. CLOSED SESSION ITEMS

1. Conference with Legal Counsel – Anticipated Litigation. Authorized pursuant to Government Code Section 54956.9 (d)(2). Three Matters.

2. Conference with Legal Counsel - Existing Litigation. Authorized pursuant to Government Code Section 54956.9(d)(1):
• City of American Canyon v. City of Vallejo, et al. (Sacramento Superior Court Case No. 34- 2022-00327471).
• City of American Canyon v. Leon Dale Schmidt (Napa County Superior Court Cases No. 22CV001041 and 23PR00161).
• Center for Biological Diversity v. City of American Canyon et al. (Napa County Superior Court Case No. 23CV000511).
• Golden State Environmental Justice Alliance v. City of American Canyon et al. (Napa Superior Court Case No. 23CV000510).
• City of Vallejo v. City of American Canyon et al. (Napa County Superior Court Case No. 23CV000517).
6 3. Matters Relating to Public Employment: Public Employee Performance Evaluations - Pursuant to Gov. Code Section 54957.

Positions: Jason Holley, City Manager; and William D. Ross, City Attorney 6:30 P.M. OPEN SESSION - REGULAR MEETING

CALL TO ORDER - COUNCIL TO RECONVENE IN OPEN SESSION
The City Council meeting was called to order at 6:37 p.m.

PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was recited.

ROLL CALL - OPEN SESSION

Present: Councilmember Mariam Aboudamous, Councilmember Mark Joseph, Councilmember David Oro, Vice Mayor Pierre Washington, Mayor Leon Garcia

Absent: None
Excused: None

REPORT ON CLOSED SESSION/CONFIRMATION OF REPORTABLE ACTION A report on Closed Session and confirmation of reportable action was given by City Attorney William Ross.

Action: Motion to confirm action taken in Closed Session to execute a tolling agreement with the Center for Biological Diversity made by Councilmember David Oro, seconded by Councilmember David Oro, and CARRIED by roll call vote.

Ayes: Councilmember Mariam Aboudamous, Councilmember Mark Joseph, Councilmember David Oro, Vice Mayor Pierre Washington, Mayor Leon Garcia Nays: None
Abstain: None

Absent: None
Excused: None

PROCLAMATIONS AND PRESENTATIONS
Action: There were no proclamation and presentation items.

PUBLIC COMMENTS - ITEMS NOT ON CLOSED SESSION OR OPEN SESSION AGENDA Mayor Garcia called for public comments. Written comments: Marc North, Jeanette Goyetche, and Yvonne Baginski. Oral comments: Yvonne Baginski was called to speak; Jeanette Goyetche was called to speak; Hugh Marquez was called to speak; Justin Hamilton Hole was called to speak; Fran Lemos was called to speak. The public comments period was closed. 7 Councilmember David Oro and Vice Mayor Pierre Washington presented the American Canyon Youth Football League with a personal donation resulting from a friendly bet. It was accepted by Brian Olson.

AGENDA CHANGES
There were no changes to the agenda.

CONSENT CALENDAR
Action: Motion to adopt CONSENT CALENDAR made by Councilmember Mark Joseph, seconded by Councilmember David Oro, and CARRIED by roll call vote.

Ayes: Councilmember Mariam Aboudamous, Councilmember Mark Joseph, Councilmember David Oro, Vice Mayor Pierre Washington, Mayor Leon Garcia Nays: None
Abstain: None

Absent: None
Excused: None

4. Minutes of November 7, 2023
Action: Approved the minutes of the regular City Council meeting of November 7, 2023.

5. Report Upon Return from Closed Session - November 7, 2023 Action: Approved the Report Upon Return from Closed Session for the meeting of November 7, 2023.

6. 2024 City Council and Commission Calendars
Action: Approved the 2024 Regular City Council and Commission meeting calendars.

7. Appointments to Napa County Committees with Terms Expiring December 2023 Action: Reappointed by Minute Order 2023-18 Deborah Maffei to the Napa County Mosquito Abatement District Board for an additional two-year term, ending December 31, 2025; and reappointed Barry Christian to the NVTA Active Transportation Advisory Committee for an additional two-year term ending December 31, 2025

PUBLIC HEARINGS
Action: There were no Public Hearing Items.

BUSINESS

8. Animal Shelter Services Update
Action: Received an update on Animal Shelter Services.

Council received a staff report from Assistant City Manager Maria Ojeda. Mayor Garcia called for public comments. Written comments: none. Oral comments: Rosy Negrete was 8 called to speak; Michelle Leighty was called to speak; Rose Maldonado was called to speak; Gina Griggs was called to speak. The public comments period was closed.

9. Measure T 5-Year Expenditure Plan for FY 2024/25 through FY 2028/29 Council received a staff report from Public Works Director Erica Ahman Smithies. Mayor Garcia called for public comments. Written comments: none. Oral comments: Karen Fritz was called to speak. The public comments period was closed.

Action: Motion to adopt Resolution 2023-88 approving a Five-Year Expenditure Plan for FY 2024/25 through FY 2028/29 under Measure T (Napa Countywide Road Maintenance Act) made by Councilmember David Oro,seconded by Vice Mayor Pierre Washington, and CARRIED by roll call vote.

Ayes: Councilmember Mariam Aboudamous, Councilmember Mark Joseph, Councilmember David Oro, Vice Mayor Pierre Washington, Mayor Leon Garcia Nays: None
Abstain: None

Absent: None
Excused: None
Action: Motion to add Corbin, Reed and Rio Grande to the plan made by Councilmember David Oro, seconded by Councilmember Mark Joseph, and CARRIED by roll call vote.

Ayes: Councilmember Mariam Aboudamous, Councilmember Mark Joseph, Councilmember David Oro, Vice Mayor Pierre Washington, Mayor Leon Garcia Nays: None
Abstain: None

Absent: None
Excused: None

10. Human Resources Annual Presentation
Council received a staff report from Human Resources Officer II Scott Corey with Assistant City Manager Maria Ojeda. Mayor Garcia called for public comments. Written comments: none. Oral comments: Gina Griggs was called to speak. The public comments period was closed.

11. Update the Parks and Facility Naming Policy
Council received a staff report from Parks & Recreation Director Alexandra Ikeda. Mayor Garcia called for public comments. Written comments: none. Oral comments: none. The public comments period was closed.

Action: Motion to adopt Resolution 2023-89 of the City Council of the City of American Canyon to repeal and replace Resolution 2007-168 with the updated City Facility Naming 9 Policy made by Vice Mayor Pierre Washington, seconded by Councilmember David Oro, and CARRIED by roll call vote.

Ayes: Councilmember Mariam Aboudamous, Councilmember Mark Joseph, Councilmember David Oro, Vice Mayor Pierre Washington, Mayor Leon Garcia Nays: None
Abstain: None

Absent: None
Excused: None

MANAGEMENT AND STAFF ORAL REPORTS

12. Maintenance and Utility Department Update - Fleet, Buildings, and Parks Maintenance Council received a Maintenance and Utilities update from Superintendent Brian Materne.

Council received oral updates from Parks & Recreation Director Alexandra Ikeda.

MAYOR/COUNCIL COMMENTS AND COMMITTEE REPORTS

13. City Council Committee Report - Councilmember David Oro

14. City Council Committee Report - Councilmember Mark Joseph Council members commented on items of interest.

FUTURE AGENDA ITEMS

ADJOURNMENT
The meeting was adjourned at 9:35 p.m.

CERTIFICATION
Respectfully Submitted,
_____________________________________
Taresa Geilfuss, City Clerk
10 11
William D. Ross
David P. Schwarz
Kypros G. Hostetter
Christina M. Bellardo
Law Offices of
William D. Ross
400 Lambert Avenue
Palo Alto, California 94306
Telephone: (650) 843-8080
www.lawross.com
Los Angeles Office:
11420 Santa Monica Blvd
#25532
Los Angeles, CA 90025
File No: 199/6
December 6, 2023

VIA E-MAIL
The Honorable Leon Garcia, Mayor
and Members of the City Council
City of American Canyon
4381 Broadway, Suite 201
American Canyon, CA 94503
Re: Report Upon Return from Closed Session; Regular City Council Closed Session Meeting of the American Canyon City Council of December 5, 2023 Dear Mayor Garcia and Members of the City Council:

This communication sets forth reportable action, if any, of the City Council (“Council”) of the City of American Canyon (“City”), consistent with provisions of the Ralph M. Brown Opening Meeting Act (Government Code Section 54950, et seq.) resulting from the Closed Session of the Regular City Council Closed Session Meeting of December 5, 2023, consistent with Government Code Section 54957.1.

Mayor Leon Garcia called the meeting to order in Open Session at 5:01 p.m. and after ascertaining that there were no public comments on Closed Session matters, the Council then adjourned to Closed Session at 5:02 p.m.

There were three matters agendized for City Closed Session consideration:

1. Conference with Legal Counsel – Anticipated Litigation Authorized Pursuant to Government Code Section 54956.9(d)(2) Three Matters.

2. Conference with Legal Counsel – Existing Litigation
Authorized Pursuant to Government Code Section 54956.9(d)(1):
a. City of American Canyon v. City of Vallejo, et al.
(Sacramento Superior Court Case No. 34-2022-00327471);
b. City of American Canyon v. Leon Dale Schmidt, (Napa
County Superior Court Case No. 22CV001041);
12 The Honorable Leon Garcia, Mayor
and Members of the City Council
December 6, 2023

Page 2 ends

c. Center for Biological Diversity v. City of American Canyon et al. (Napa County Superior Court Case No. 23CV000511); d. Golden State Environmental Justice Alliance v. City of American Canyon et al. (Napa County Superior Court Case No. 23CV000510); and,
e. City of Vallejo v. City of American Canyon et al. (Napa County Superior Court Case No. 23CV000517).

3. Matters Relating to Public Employment: Public Employee Performance Evaluations
Authorized Pursuant to Government Code Section 54957.

Positions: Jason Holley, City Manager; and William D. Ross, City Attorney
With respect to two of the matters considered under Closed Session Agenda Item No. 1., there was no reportable action by your Council under the common law attorney-client privilege and that provided by Government Code Section 54956.9(d)(2).

With respect to one of the matters considered under Closed Session Agenda Item No. 1., there was reportable action in the form unanimous Council direction (5-0) to authorize the City Attorney to enter into and execute a Tolling Agreement (a copy of which is enclosed as Exhibit “A”) with the Center for Biological Diversity (“CBD”) and the City with respect to any causes of action that CBD has or may have under the California Environmental Quality Act (Public Resources Code Section 21000 et seq., “CEQA”) and the California Planning and Zoning Law with respect to the City’s final approval of a Final Environmental Impact Report (State Clearinghouse No. 2022090097) for the Paoli/Watson Lane Annexation. Except and indicated, there was no other reportable action under the common law attorney-client privilege and that provided by Government Code Section 54956.9(d)(2).

With respect to Closed Session Agenda Item No. 2.a. through 2.e., there was no reportable action under the common law attorney-client privilege and that provided by Government Code Section 54956.9(d)(1).

With respect to Closed Session Agenda Item No. 3., there was no reportable action under the common law attorney-client privilege and that provided by Government Code Section 54957.

Your Council concluded the Closed Session at 6:25 p.m.

In Open Session, it was indicated that a written report upon return from Closed Session consistent with Government Code Section 54957.1, would be prepared concerning the matters 13 The Honorable Leon Garcia, Mayor
and Members of the City Council
December 6, 2023

Page 3 ends

agendized for Closed Session.

This communication should be reviewed under the Consent portion of the Agenda of your next Regular or Special City Council Meeting.

Should you have questions concerning this Report, it may be taken off the Consent calendar when agendized in the future, or our office may be contacted in the interim.

Very truly yours,
William D. Ross
City Attorney
WDR:jf
Enclosure: Exhibit A – Tolling Agreement (City of American Canyon/Center for Biological Diversity)
cc: Jason B. Holley, City Manager
Maria Ojeda, Assistant City Manager
Taresa Geilfuss, City Clerk
Cherri Walton, Deputy City Clerk
14 EXHIBIT “A”
15 16
17 18

CITY COUNCIL AGENDA
DECEMBER 19, 2023

STAFF REPORT

CONSENT
ITEM NUMBER: 6.

TITLE
Local Appointments List of Boards, Commissions and Committees 2024 Vacancies

RECOMMENDATION
Approve the Local Appointments List of Boards, Commissions and Committees 2024 Vacancies.

CONTACT
Taresa Geilfuss, City Clerk

BACKGROUND & ANALYSIS
On an annual basis, the City Clerk’s Office assures the city is following Government Code Sec5on 54970 (i.e., the “Maddy Act”). As required, the City Council approves a list of all commission and commi=ee members who terms will expire during the coming year. The City Clerk is responsible for publishing and pos5ng a list of appointments each year in December. The list contains the names of all incumbents and iden5fies any terms that will expire during the next calendar year. The “Local Appointments List of Boards, Commissions and Commi=ees 2024 Vacancies” will be posted at City Hall and on the city's website and is included below as Attachment 1.

The City Clerk’s Office recruits for Planning, Parks & Community Services, and Open Space, Ac5ve Transporta5on and Sustainability Commissions (OSATS) every two years. In 2024 Planning Commission will have two terms ending, Parks & Community Services Commission will have three terms ending, and OSATS will have three terms ending.

We will begin a recruitment in August 2024 and an5cipate holding council interviews by October 2024, with final selections completed by November 2024.

There are no Napa County Board, Commission or Commi=ee terms ending in 2024, however there are two unfilled posi5ons, one on NVTA - Ac5ve Transporta5on Advisory Commi=ee (ATAC) and one on NVTA - Ci5zens Advisory Commi=ee (CAC). Outreach for these openings will be concurrent with our local recruitments.

COUNCIL PRIORITY PROGRAMS AND PROJECTS
Organizational Effectiveness: "Deliver exemplary government services." 19 FISCAL IMPACT
None.

ENVIRONMENTAL REVIEW
15378(b) - The ac5on is not a "Project" subject to the California Environmental Quality Act ("CEQA") because it does not qualify as a "Project" under Public Resources Code Sec5ons 21065 and 21080 and in Section 15378(b) of Title 14 of the California Code of Regulations.

ATTACHMENTS:

1. Local Appointment List - Maddy Act - 2024 Vacancies
20 Local Appointments List of Boards, Commissions and Committees 2024 Vacancies
In compliance with the requirements of Government Code §54972, below is a listing of all appointments, with terms ending in 2024 highlighted in yellow.

PLANNING COMMISSION (Authority: American Canyon Municipal Code 2.32) Function: The functions, powers and duties of the Planning Commission shall be all those functions, powers and duties of a planning commission and board of zoning adjustment as provided in Chapters 3 and 4 of Title 7 commencing with Government Code §65100 (the planning and zoning law) and shall perform such other duties and functions as may be designated by the city council.

Requirements: Must be a resident of American Canyon, a registered voter, and 18 years or older by beginning of term.

Additional info: 5 members appointed by City Council; 4-year term; meets the 4th Thursday of each month at 6:30 p.m.

Commissioner Date of Appointment Term Expires
1 Eric Altman 3/15/2011 (R 2011-16); 01/20/2015 (CC Minutes); 01/15/2019 (MO 2019-01); 2/11/2019 (MO 2019-05); 11/29/2022 (MO 2022-08)
12/31/2026
2 Brando Cruz 11/29/2022 (MO 2022-08) 12/31/2026
3 Crystal Dispo Mallare 01/10/2017 (MO 2017-00); 12/15/2020 (MO 2020-14) 12/31/2024 4 Andrew Goff 01/10/2017 (MO 2017-00); 12/15/2020 (MO 2020-14) 12/31/2024 5 Davet Mohammad 11/29/2022 (MO 2022-08) 12/31/2026
PARKS & COMMUNITY SERVICES COMMISSION (Authority: American Canyon Municipal Code 2.29; Resolution 2011-100 Function: The functions, powers and duties shall include review of issues referred to the Commission by the City Council, the City Manager, Parks & Recreation Department, residents or organizations of the city; to provide advice, comment and make recommendations regarding such issues as requested; to organize or facilitate community benefit activities or functions; and other duties as assigned by the City Council. (Ord. 2003-04 § 1, 2003; Ord. 2001-04 § 1, 2001)
Requirements: Must be a resident of American Canyon, a registered voter, and 18 years or older by beginning of term.

Additional info: 5 members appointed by City Council; 4-year term; meets the 2nd Thursday of each month at 6:30 p.m.

Commissioner Date of Appointment Term Expires
1 Clarence Mamaril 2/13/2013 (CC Minutes); 06/06/2017 (CC Minutes); 12/15/2020 (MO 2020-14) 12/31/2024 2 Cathy Margolati 6/6/2017 (CC Minutes); 12/15/2020 (MO 2020-14) 12/31/2024 3 Charles Plummer 01/30/2023 (MO 2023-04) 12/31/2026
4 Gina Griggs 12/15/2020 (MO 2020-14) 12/31/2024
5 David Garcia-Arriola 01/30/2023 (MO 2023-04) 12/31/2026 OPEN SPACE, ACTIVE TRANSPORTATION AND SUSTAINABILITY COMMISSION (Authority: American Canyon Municipal Code 2.30; Ordinance 2023-01)
Function: The Open Space Advisory Committee serves in an advisory capacity to the City Council. The purpose of the Committee is to oversee Open Space efforts and to periodically report back to City Council on Open Space issues. The Committee should establish priority goals and projects, subject to Council review and confirmation.

Requirements: Must be a resident of American Canyon, a registered voter, and 18 years or older by beginning of term.

Additional info: 5 members appointed by City Council; 4-year term; meets the 1st Wednesday of each month at 6:30 p.m.

Committee Member Date of Appointment Term Expires
1 Nance Matson 09/01/2005 (R 2005-83); 03/02/2010 (R 2010-20); 01/21/2014 (R 2014-07); 03/26/2019 (MO 2019-07); 12/21/2021 (MO 2021-05); 02/07/2023 (MO 2023-06) 12/31/2024
2 Barry Christian 09/01/2005 (R 2005-83); 03/02/2010 (R 2010-20); 01/21/2014 (R 2014-07) 03/26/2019 (MO 2019-07); 12/21/2021 (MO 2021-05); 02/07/2023 (MO 2023-06) 12/31/2024
3 Tara McClinton-Horner 2/16/2016 (R 2016-14); 01/14/2020 (MO 2020-01); 02/15/2023 (MO 2023-08) 12/31/2026 4 Sean Hughes 02/15/2023 (MO 2023-08) 12/31/2026
5 Scott Artis 01/14/2021 (Minute Order 2021-01 Partial); 12/21/2021 (MO 2021-05); 02/07/2023 (MO 2023-06)
12/31/2024
21 NAPA COUNTY BOARDS, COMMISSIONS AND COMMITTEES
Appointed by American Canyon City Council as representatives on Napa County Commissions or Committees (A full list of Napa County Boards, Commissions and Committees vacancies, including those appointed directly by Napa County, can be found on the Napa County website here.)

NAPA COUNTY LIBRARY COMMISSION
General Information: 8 members: 3 appointed by the BOS; 1 appointed by each city in Napa County. Term is 3 years, beginning on February 1st. Meets the 1st Thursday of every other month, 5:00 p.m., Napa County Library Representative Date of Appointment Term Expires
1 Aisha Nasir 01/30/2023 (MO 2023-05) 02/01/2026

NAPA COUNTY MOSQUITO ABATEMENT DISTRICT
General Information: 1 member appointed from the district at large by the BOS; 1 appointed by each city in Napa County. Term is 2 or 4 years. Meets 2nd Wednesday of each month, 7:00 p.m., 15 Melvin Road, American Canyon, CA 94503.

Representative Date of Appointment Term Expires
1 Deborah Maffei 04/04/2017 partial (MO 2017-07), 11/28/2017 (MO 2017-23); 12/3/2019 (MO 2019-15) 12/21/2021 (MO 2021-04); 12/05/2023 (MO 2023-18) 12/31/2025

NVTA - ACTIVE TRANSPORTATION ADVISORY COMMITTEE (ATAC)
General Information: 11 members: 1 appointed by each city in Napa County, 2 from American Canyon. Term is 3 years. Meets Wednesday evenings, six times a year at NVTA's office at 625 Burnell Street, Napa; 5:00 p.m.

Representative Date of Appointment Term Expires
1 Barry Christian 03/18/2014 (MO 2014-02); 10/03/2017 (MO 2017-16) 12/15/2020 (MO 2020-15); 12/05/2023 (MO 2023-18)
12/31/2025
2 VACANT N/A

NVTA - CITIZEN ADVISORY COMMITTEE (CAC)
General Information: 19 members: 1 appointed by each city in Napa County. Term is 2 years. Meets Wednesday evenings, six times a year at NVTA's office at 625 Burnell Street, Napa; 5:00 p.m.

Representative Date of Appointment Term Expires
1 VACANT N/A

GENERAL RULES REGARDING CITY OF AMERICAN CANYON APPOINTMENTS, TERMS AND VACANCIES (Authority: American Canyon Municipal Code 2.28.010)
• All members of boards and commissions of the city shall be appointed by the City Council for four-year terms, commencing on January 1st following the year of appointment. Interim vacancies shall be filled by appointment for the unexpired term of the member replaced. • Any member of a board or commission of this city may be removed from office at any time, with or without cause, by a majority vote of the city council, except in cases where the mayor or city council are not the appointing authority (in which cases such regular appointing authority may exercise this power of removal).
• Commissioners and board members are expected to attend all meetings, regular and special. If a commissioner or board member cannot attend a regular or special meeting, he shall notify either the commission or board chair or the appropriate staff person assigned to support that commission or board. The full commission or board will decide to either excuse the absence or not excuse it. Whenever a commissioner or board member has more than three unexcused absences in a twelve-month period, then that commissioner or board member shall be removed from office.
• All members of any board or commission shall be initially, and during their incumbencies, bona fide residents of the city. No such member shall, at or during their incumbency, be an employee of the city. 22 CITY COUNCIL AGENDA
DECEMBER 19, 2023

STAFF REPORT

BUSINESS
ITEM NUMBER: 7.

TITLE
Solid Waste Hauling and Disposal

RECOMMENDATION
Update on the Recology American Canyon Franchise Agreement

CONTACT
Jason B. Holley, City Manager
Erica Ahmann Smithies, P.E., Public Works Director

BACKGROUND & ANALYSIS
This item tonight is informational only.

The City has an exclusive solid waste and recyclables collec5on, processing and disposal services Franchise Agreement (Agreement) with Recology American Canyon, including yard waste and recyclables. The City originally entered into the Agreement in May 1, 2003 and there have been four subsequent amendments. The fourth, and most recent amendment, was to extend the contract three months beyond December 31, 2023 while negotiations continued with the City. or an addi5onal five (5) year term. Discussions regarding a contract extension began in June 2023 and due to the community's general sa5sfac5on with Recology's service, aims to keeps the "status quo" for at least the next five (5) years, if not longer.

The most recent dra= (A>achment 1) updates language to reflect current municipal code, modifica5ons to City programs and services to reflect current needs, and SB1383 mandates not already addressed. Final negotiations remain ongoing, but current highlights include:

1. Rate structure remains unchanged.

2. Rates will increase annually based upon inflation only.

3. Container sizes
a. Solid Waste stayed the same
b. Added Recycling container size
c. Added Organics (green waste) container sizes

4. Revised Residential Bulky Waste Collection and Drop Off:
a. Changed the two coupons/year from two cubic yards to 1000 pounds at a designated 23 disposal site.

5. Household Hazardous Waste Program: Used oil recycling at curb a. Added: Cooking oil to pickup program

6. Replace 'educa5onal mailers' with coordinated newsle>ers and outreach materials with the City.

7. Public school hauling will be charged at commercial rates (as required by Proposition 218).

8. City facilities hauling:
a. Includes Biosolids at Water Reclamation Facility (WRF). b. Includes solids at Water Treatment Plant (25 yard box).

9. WRF as a possible designated organic waste facility

10. Street Sweeping to include designated curbed bike lanes (Class IV Bike Facilities) a. Potentially add WRF to the list.

11. Solid Waste Overages. Solid waste le= beside a cart can be charged the on-call extra solid waste collection rate

12. Debris Box Credit (400 CY/yr) for City

13. Compost Giveaway.
a. 20 CY to City Corp Yard one time per month
b. 160 CY giveaway to residents (pickup from Recology in bags)

14. Shred Events
a. $8,000/year; $2,000 no more than 4X/year.

15. Quarterly Repor5ng and Annual Repor5ng to be>er reflect what is required of annual reporting to CalRecycle.

Recommendation
Staff is recommending a five-year extension in lieu of a formal request for proposals. This recommenda5on is based on the community sa5sfac5on with Recology's service and a comparison of rates elsewhere, which remain the lowest within the region (A>achment 2). This recommendation would not require a Prop 218 Protest Hearing for rate increases.

One alterna5ve would be a ten-year contract extension. This would allow Recology to make investments in new vehicle and equipment and spread those cost over a longer, more viable 5me period.

Another alterna5ve would be for the City to go out to a Request for Proposals. This process may result in rate structure changes/increase which would require a new Proposi5on 218 rate process in 2024.

Pending Council comment and feedback, a final dra= agreement would be brought to City Council in the first quarter of 2024.

COUNCIL PRIORITY PROGRAMS AND PROJECTS
Organizational Effectiveness: "Deliver exemplary government services." 24 FISCAL IMPACT
No fiscal impact to the current budget.

ATTACHMENTS:

1. Draft American Canyon/Recology Franchise Agreement - 10-30-23

1. 2023 Regional Garbage Rates Survey
25 118562 - 1 -

AMENDED AND RESTATED AGREEMENT

BETWEEN

CITY OF AMERICAN CANYON
AND

RECOLOGY AMERICAN CANYON
FOR

SOLID WASTE, RECYCLABLES, AND ORGANIC

WASTE COLLECTION, PROCESSING, AND DISPOSAL

SERVICES
JANUARY 1, 2024
Commented [AL1]: For ease of review, this draft is
marked to show changes being made to the existing
agreement between the City of American Canyon and
Recology American Canyon. Note that previously agreed
upon terms that were updated via contract amendments
have been incorporated into this document and appear as regular text.
26 218562 - 2 -

AMENDED AND RESTATED AGREEMENT
FOR

SOLID WASTE, RECYCLABLES, AND ORGANIC WASTE

COLLECTION, PROCESSING, AND DISPOSAL SERVICES

THIS AMENDED AND RESTATED AGREEMENT FOR SOLID WASTE, AND

RECYCLABLES, AND ORGANIC WASTE COLLECTION, PROCESSING, AND DISPOSAL SERVICES (“Agreement’) is entered into as of May 1, 2003January 1, 2024, by and between the CITY OF AMERICAN CANYON, a California municipal corporation, organized and existing under the laws of the State of California (“City”) and USA Waste of California, Inc., a Delaware Corporation, dba Waste Management of American CanyonRecology American Canyon, a California corporation (“Collector”), as follows:

RECITALS
This Agreement is entered into on the basis of the following facts, understandings, and intentions of the parties:

A. The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (Public Resources Code Section 49100, et seq.; hereinafter the “Act”) established a solid waste management process which requires cities and other local jurisdictions to implement source reduction, reuse, and recycling as integrated waste management practices; and
B. The Act authorizes and requires local agencies to make adequate provisions for Solid Waste handling within their jurisdictions; and
C. On May 1, 2003, City and Collector (as successor in interest to USA Waste of California, Inc. entered into an Agreement for Solid Waste and Recyclables Collection, Processing, and Disposal Services as amended on October 5, 2005, and further amended on December 3, 2013 and September 1, 2022, (the “2003 Franchise Agreement”)Collector and City have previously entered into that certain Agreement for the collection of Solid Waste, Green Waste and Recyclables dated on or about December 21, 1995 (1995 Agreement) and
D. City and Collector now wish to make certain mutually agreed amendments to the 2003 Agreement and, in order to document such amendments and incorporate all prior amendments into a single document, City and Collector wish to amend and restate the 2003 Agreement in its entirety to read as set forth hereinPrior to the 1995 Agreement, Collector and City had entered into various other agreements granting Collector the right to collect Solid Waste within the City; and
E. Pursuant to Sections 49300 and 49500-49523 of the Act, City is authorized to enter into an exclusive agreement for the collection and disposal of solid waste; andF.

Collector and City desire to implement a new, automated system of Solid Waste, 27 318562 - 3 -
Green Waste, and Recyclables collection in the City, to more efficiently provide for the collection of such materials, and to facilitate achievement of City’s obligations pursuant to the Act; and
G. Pursuant to this Agreement, City desires to continue to engage Collector as an independent contractor to be the exclusively provider of automated Solid Waste, Green WasteOrganic Waste, and Recyclables Collection Services in the City; and H. Collector has represented and warranteddemonstrated to City that it has the experience, responsibility, and qualifications to provideimplement Solid Waste, Green WasteOrganic Waste, and Recyclables Collection Services and City finds that it is in the public interest for Collector to arrange with residents and other entities in the City for the collection, safe transport, processing, and disposal of all materials in compliance with Applicable Law and the provisions of this Agreement; and I. As a material inducement to City entering into this Agreement, Collector has agreed to Implement the new services and new rates set forth in this Agreement in advance of the date the 1995 Agreement would otherwise have required; and I. City and Collector are mindful of the provisions of the laws governing the safe collection, transport, disposal and/or processing of Solid Waste, Green WasteOrganic Waste, and Recyclablesing, and disposal of Green Waste, including the Act, RCRA, and CERCLA; and K. City and Collector desire to leave no doubts as to their respective roles and to make it clear that it is Collec, notby entering into this Agreement, City is not thereby becoming an “arranger” , which is “arranging for” (as thatsaid term is used in the context of CERCLA Section 107 (a) (3)) for the collection of Solid Waste, Green WasteOrganic Waste and Recyclables from Residential and Commercial/industrial Premises In the City, and transporting of same for disposal, Recycling of Recyclables, and Processing of Green WasteOrganic Waste, to the extent that said disposal, Recycling and Processing occurs at a facility owned and/or operated by Collector; and J. As a material inducement to City entering into this Agreement, Collector has agreed to fully indemnify City in the manner set forth in Section 5.1 hereof against all claims, losses, lawsuits or actions relating to any Hazardous Waste at any place owned and/or operated by Collector where Collector transfers, stores, or processes Solid Waste, Green WasteOrganic Waste, or Recyclables pursuant to this Agreement, to the extent that said transfer, storage, or processing occurs at a facility owned and/or operated by Collector; and
M. As a material inducement to City entering into this Agreement, Collector has . guaranteed that if the Devlin Road Transfer Station does not have sufficient capacity to accept all Solid Waste collected from within the City during the Term, then Collector will find sufficient capacity elsewhere at the current or lower rate; and 28 418562 - 4 -
o. As a material inducement to City entering into this Agreement, Collector has guaranteed that all necessary equipment and containers will be delivered to Collector by June 1, 2003;
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties agree to as follows:

ARTICLE 1 DEFINITIONS

1.1 DEFINITIONS
Whenever any term used in this Agreement has been defined by Division 30, Part 1, Chapter 2 of the California Public Resources Code, the definitions in Division 30, Part 1, Chapter 2 shall apply, unless the term is otherwise defined in this Agreement. In addition, the following definitions are hereby incorporated into this Agreement:

1.1.1 “Act” shall have the meaning set forth in the first recital of this Agreement.

1.1.2 “Applicable Law” means any and all laws, statutes, codes, ordinances, regulations, rules, orders, judgments., decrees, permits, permit conditions, approvals, mitigation measures,; andor other requirements of any governmental body having Jurisdiction over the collection, processing or disposition of Solid Waste, Recyclables or Organic Waste that are in force on the Commencement Date and as they may be enacted, issued or amended during the Term.

1.1.3 “CERCLA“ means the Comprehensive Environmental Responsibility Compensation and Liability Act, 42 U.S.C.A. Section 9601 et seq., as amended or superseded, and the regulations promulgated thereunder.

1.1.4 “Change in Law” means any of the following events or conditions:
(a) the enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation of any Applicable Law on or after the date of this Agreement; or
(b) the order or judgment of any governmental body, on or after the date of this Agreement to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of City or of Collector, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence.

1.1.5 “City Code” means the Code of the City of American Canyon, California, as it presently exists or may subsequently be amended.

1.1.6 “City Facility” means: any building, right of way, or real property used primarily by the City that may be constructed, acquired or leased during the Term. The specific facilities are listed In Exhibit D, and may be revised from time to time, as appropriate. 29 518562 - 5 -

1.1.7 “City Manager” means the City Manager of the City or his/her designee, and “City Attorney” means the City of American Canyon City Attorney, or his/her designee.

1.1.8 “CIWMB” means the California Integrated Waste Management Board.

1.1.9 “Collection Services” means all of the duties and obligations of Collector hereunderthe services performed by Collector in the collection of Solid Waste, Recyclables, and Organic Waste under this Agreement.

1.1.10 “Commencement Date” means January 1, 2024June 1, 2003.

1.1.11 “Commercial/Ulndustrial” means any establishment within City that does not fall within the definition of “Residential.” This Includes, but is not limited to, office buildings, stores, factories, construction yards, mobile home parks, and multi-family dwellings (with at least 5 residential units).

1.1.12 “Compost” shall have the meaning set forth in Public Resources Code Section 40116, as it now exists or may subsequently be amended.

1.1.13 “Consumer Price Index” or “CPI” means the Consumer Price Index (CPI) B All Urban Consumers for the San Francisco - Oakland - San Jose Metropolitan Area, base period 1982-84=100.

1.1.14 “Control” means, for purposes of this Agreement, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation, partnership, joint venture, or other association.

1.1.14 “Designated Disposal Facility” and “Designated Disposal Site” means the Disposal Facility designated by City pursuant to subsection 3.15.1.

1.1.15 “Designated Green Waste Facility” means the Processing facility designated by Collector pursuant to subsection 3.15.3, subject to City’s right to disapprove the designation pursuant to that Section, for the Processing into Compost of Organic Waste collected pursuant to this Agreement.

1.1.16 “Designated Recycling Facilities” means the Recycling Processing facility designated by Collector pursuant to subsection 3.15.2, subject to City’s right to disapprove the designation pursuant to that Section, for the Processing of Recyclables collected pursuant to this Agreement.

1.1.17 “Diversion” means diversion as defined in Public Resources Code Section 40124.

1.1.18 “Diversion Rate” means the percent of Solid Waste diverted from disposal.

1.1.19 “Environmental Statutes” means, for the purposes of this Agreement, 42 U.S.C.

Sections 6901, et seq. and Sections 9600, et seq., and California Health and Safety Code Sections 25300, et seq., or successor statutes.

1.1.20 “Food Waste means food scraps and trimmings and other putrescible waste that results from food production, preparation, storage, consumption or handling. Food Waste Commented [AL2]: Propose eliminating this definition –
it is only used in the definition of related party and
assignment provision. The related party definition should be updated.
30 618562 - 6 -
includes but is not limited to: meat, fish and dairy waste, fruit and vegetable waste, grain waste, stable matter, acceptable food packaging items such as pizza boxes, paper towels, waxed cardboard and food contaminated paper products.

1.1.21 “Green Waste means any vegetative matter resulting from normal yard and landscaping maintenance that is not more than three (3) feet in its longest dimension or six (6) inches in diameter and fits in the Organic Waste cart utilized by the Subscriber.

Green Waste includes plant debris, such as Yucca and Cactus, ivy, grass clippings, leaves, pruning weeds, branches, brush, Christmas trees, and other forms of vegetative waste and must be generated by and at the location wherein the Green Waste is collected. Notwithstanding the foregoing, Palm fronds and Oleander are excluded from the definition of Green Waste and are not permitted in the Organic Waste cart.

1.1.22 “Gross Rate Revenues” means all Rate revenues collected by Collector for providing Collection Services, Including special charges and late fees, but exclusive of Recycling Revenues.

1.1.23 “Household Hazardous Waste Program” means the operation of the Household Hazardous Waste program by the Napa Vallejo Waste Management Authority per section

3.8.1Collector; specifically, the Curbside Used Oil Recycling program.

1.1.24 “Material Recovery Facility” means any facility, selected by Collector designed, operated, and legally permitted for the purpose of receiving, sorting, processing, storing, or preparing Recyclables for sale. The Material Recovery Facility is currently 2021 Broadway St, Vallejo, CA 94589. 1 .1.25 “Monthly Remittance” means the monthly payment made to City by Collector pursuant to Section 7.4.

1.1.26 “Officers” means all individuals who hold an office of authority or trust in an organization, regardless of whether that individual was appointed or elected.

1.1.27 “Owner” means the person holding the legal title or having a right to possession to the real property to which Collection Services are provided.

1.1.29 “Organic Waste” means Food Waste and Green Waste, either separately or commingled with each other, that has been separated at the source of generation from Solid Waste and Recyclable Materials.”

1.1.30 “Rates” means the service charges and Special Charges for Collection Services billed and collected by Collector from each Subscriber receiving service under this Agreement.

1.1.31 “Recyclables” means those materials identified on Exhibit A, as amended, that have been separated at the source of generation from Solid Waste and Organic Waste.

1.1.32 “Recycling Revenues” means all revenues resulting from the sale of Recyclables collected through provision of Collection Services. Recycling Revenues also includes any reimbursements from the State for California Redemption Value materials, and any 31 718562 - 7 -
Department of Conservation reimbursement for curbside Recyclables collection pursuant to Public Resources Code Section 14549.6(a).

1.1.33 “Related Party” means any other person under the same ownership and/or Control as Collector.

1.1.34 “Residential” means any residential structure containing four (4) or fewer permanent living units.

1.1.35 “Residue” means materials that remain after processing Recyclables and Green WasteOrganic Waste, which cannot be recycled, marketed, or otherwise utilized, including but not limited to materials such as rocks, contaminated paper, and other debris.

1.1.36 “Schedule of Approved Rates” means Exhibit B, as amended throughout the Term of this Agreement.

1.1.37 “Solid Waste” means all solid, and semi-solid, and liquid wastes that are neither Green WasteOrganic Waste nor Recyclables. These include residential, industrial, commercial, community and municipal garbage , trash, refuse, paper, rubbish, ashes, demolition and construction wastes, discarded home and industrial appliances, manure, and commingled Recyclables that contain five ten percent (510%) or more of refuse or other non-reusable material by weight. The terms “Solid Waste”, “Green Waste”, “Food Waste”, “Recyclables”, and “Construction and Demolition Debris” as used herein do not include any of any material that is (i) hazardous waste, (ii) “designated waste” as defined in California Water Code Section 13173, (iii) “medical waste” as defined under the California Medical Waste Management Act, (iv) radioactive waste regulated pursuant to the California Radiation Control Law, (v) abandoned vehicles and parts thereof, (vi) dewatered, treated, or chemically fixed sewage sludge, (vii) manure or other animal waste, or (viii) in Collector’s reasonable opinion a potential risk to human health or the environment.The term MSolid Waste” as used herein does not Include: Hazardous waste, except incidental hazardous waste generated at residential premises within the Franchise Area; designated waste contaminants which may be injurious to personnel engaged in solid waste handling, including infectious waste, acids, explosives, radioactive material and septic tank pumping; dead animals; large mechanical devices; nor any materials that are, or in the future become, prohibited from receipt, handling or disposal by state, federal or local law, regulation, rule, code ordinance, order, permit or permit condition.

1.1.38 “Special Charges” means extra charges for certain special services for Residential and Commercial/lndustrial Subscribers that are contained on the Schedule of Approved Rates, and that may be billed by Collector.

1.1.39 “Special Rate Review” means the Rate adjustment process described in Section

6.3 of this Agreement.

1.1.40 “Standard Residential Green WasteOrganic Waste Container” means a container that is provided by Collector for the collection of Green WasteOrganic Waste from Residential Premises.
32 818562 - 8 -

1.1.41 “State” means the State of California.

1.1.42 “Subscriber” means an Individual or entity that subscribes to Collection Services provided by Collector pursuant to this Agreement.

1.1.43 “Substantial Evidence” means such evidence as would convince a reasonable person as to (i) the existence of one or more of the occurrences described in Section

6.3.2, and (ii) the amount of Collector's reasonable increased costs (or decreased revenues) resulting from such occurrence(s).and on which reasonable persons may not reasonably differ as to the conclusion to be drawn from such evidence.

1.1.44 “Term” means the term of this Agreement, as set forth in Section 2.4.

1.1.45 “Tipping Fee” means the fee charged by a disposal or Processing facility to dispose or process one (1) Ton of municipal Solid Waste, not Including any charges for Special Wastes, Bulky Waste, or Special Items.

1.1.46 “Ton” means a “short ton” of 2,000 pounds.

1.1.44 “1995 Agreement has the meaning set forth In Recital “C.” ARTICLE 2
PARTIES; EXCLUSIVE RIGHTS; TERM OF AGREEMENT

2.1 PARTIES TO THE AGREEMENT
The parties to this Agreement are:

2.1.1 City. The City of American Canyon, a municipal corporation, having its principal office at 2185 Elliott Drive, American Canyon, California 94503.

2.1.2 Collector: USA Waste of California, Inc., a Delaware Corporation, doing business as Waste Management of American Canyon having its principal place of business at 820 Levitin Way, Napa, California 94558Recology American Canyon, a California corporation, having its principal office at 2021 Broadway Street, Vallejo, CA.

2.2 REPRESENTATIVES OF PARTIES AND SERVICE OF NOTICES
The representatives of the parties who are primarily responsible for the administration of this Agreement, and to whom formal notices, demands and communications shall be given, are as follows:

2.2.1 The principal representative of City shall be:

City Manager
2185 Elliott Drive4381 Broadway Suite 201
American Canyon, California 94503
Telephone No.: (707) 647-4352
Fax No.: (707) 642-1249
33 918562 - 9 -

2.2.2 The principal representative of Collector shall be:

General Manager
Recology American CanyonWaste Management of American Canyon 2021 Broadway Street
Vallejo, CA 94589
820 Levitin W y
P.O. Box 659
Napa, CA 94558
Telephone No.: Fax No.:
(707) 255-5200 Ext. 514

2.2.3 Formal notices, demands, and communications to be given hereunder by either party shall be made in writing, and shall be personally delivered or sent by registered or certified mail, postage pre-paid, return receipt requested, or by Federal Express or other courier service which provides a written receipt of delivery, or delivered or sent by facsimile transmission or email, to the addresses set forth in this Section 2.2. The notices or other communications shall be deemed received and effective upon: (i) if personally delivered, the date of delivery to the address of the person to receive such notice; (ii) if mailed, the date of delivery or refusal to accept delivery indicated in the certified or registered mail receipt; or (iii) if given by courier service, on the date of delivery evidenced by the receipt for delivery provided by the courier service; or (iv) if faxed or emailed, when sent. Any notice, request, demand, direction or other communication sent by fax or email must be confirmed within forty-eight (48) hours by letter a writing mailed or delivered in accordance with the foregoing.

2.2.4 If the name of the principal representative designated to receive the notices, demands, or communications, or the address of such person, is changed, written notice shall be given to the other party within five (5) working days of the change.

2.3 GRANT OF EXCLUSIVE RIGHTS; LIMITATIONS

2.3.1 Subject to the terms and conditions of this Agreement and Applicable Law, City hereby grants and issues to Collector the exclusive authority,; right and privilege to collect, transport, process, and dispose of all Solid Waste, Green WasteOrganic Waste and Recyclables, generated or accumulated at all Residentialand CommerciaVlndustrial Premises within the City, for throughout the Term unless eartier tennlnated as provided herein. When asked by the ContractorCollector, the City shall use its best efforts to protect theis rights granted toof the Collectorntractor under this Agreement; however, the City shall not be obligated to join or instigate litigation to protect the right of the Contractor.

Collector’s exclusive rights hereunder shall be subject to the rights of State, county and school district facilities to use a Solid Waste Enterprise other than Collector.

2.3.2. This contract provision will not apply to Garbage, Recyclables or Green WasteOrganic Waste self-hauled by the generator; to construction/demolition waste 34 1018562 - 10
generated and hauled by licensed construction contractors using such contractor’s own vehicles and employees as an incidental part of the overall service provided by such contractor rather than as a hauling service in the normal course of their business; or to Green Waste generated and hauled by private landscaping contractors, using the contractor’s own vehicles and employees and as an incidental part of the overall service provided by such contractor rather than as a hauling serviceservices.

2.3.3 Collector accepts the terms-of this Agreement as defining the scope of its exclusive rights to provide Solid Waste, Green Waste, and Recyclables collection, processing, and disposal services in the City, and this Agreement supersedes all prior franchise rights and prior agreements, including but not limited to the 1995 Agreement, except as set forth in subsection 2.5.2. Collector waives any right or claim to provide Solid Waste and Recyclables collection, processing, and disposal services in the City under any prior grant of franchise, contract, license or permit, including but not limited to the 1995 Agreement (except as set forth in subsection 2.5.2), and any right under Section 49520, et seq. of the Public Resources Code. THIS PROVISION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.

2.3.4 As a material inducement to City to enter into this Agreement, Collector hereby waives any right it may possess to contest the legal right, power or the authority of City to enter into and perform this Agreement, or any provision hereof, and agrees to cooperate with and assist City in supporting the legal validity of and authorization for such provisions in the event of any legal challenge thereto brought or made in any manner by a third party.

2.4 TERM OF AGREEMENT AND COMMENCEMENT DATE

2.4.1 The term (“Term”) of this Agreement shall commence upon the satisfaction or waiver of the conditions precedent set forth in subsection 2.4.2on January 1, 2024, and shall expire midnight on December 31, 202813, being ten (10) years after the date the 1995 Agreement would have expired absent this Agreement. This Agreement may be extended for additional five (5) year extension periods upon mutual agreement between the City and the Collector.

At least four months prior to a potential termination date, the City and the Collector shall meet and confer concerning the possibility of implementing a five (5) year extension of the Term.

Notwithstanding all the foregoing within this section, the unexcused failure or refusal of Collector to perform any material term, covenant, obligation or condition contained in this Agreement shall give rise to the right, in favor of City, to terminate this Agreement for cause in accordance with the procedures elsewhere contained herein. Upon the termination of this Agreement (for any reason other than a failure of condition precedent pursuant to subsections 2.4.2 or 2.4.3), or expiration of the Term, the waiver set forth in subsection 2.3.3, the indemnity provisions set forth in Section 5.1, and any other provision which is expressly stated to survive the Term, shall remain in full force and effect. 35 1118562 - 11

2.4.2 This Agreement shall not become effective and City shall not be obligated to perform the undertakings provided for in this Agreement unless and until each and all of the conditions set out below are satisfied, or waived in writing by City. Waiver of any of the following as a condition to the effectiveness of this Agreement will not preclude City from pursuing any claim for breach of this Agreement. In the sole and absolute discretion of the City Manager, this Agreement shall expire and be of no further force or effect, without the need for notice pursuant to Section 11.1, if the conditions precedent set forth below are not satisfied on or before the Commencement Date:
(a) The representations and warranties made by Collector in Section 2.6 of this Agreement are true and correct.
(b) Collector shall submit, to the satisfaction of the City Manager: (i) endorsements of insurance coverage pursuant to Section 5.2; and (ii) the faithful performance bond pursuant to Section 5.3; and (iii) the fidelity bond pursuant to Section 5.4 of this Agreement.
(c) Collector shall deliver to City evidence reasonably satisfactory to the City Manager that Collector has the authority to provide, or has arranged for, the disposal and processing rights at the Devlin Road Recycling and Transfer Facility and processing rights at the Material Recovery Facility and the Napa Garbage Service Compost Facility set forth in subsection 3.15.

2.4.3 If Collector is selected by either the City of Napa and/or the County of Napa as its/their exclusive franchisee, then the City, in its sole discretion, may elect to terminate this Agreement and renegotiate an agreement with substantially the same terms and conditions as the City of Napa and/or the County of Napa.

2.5 TRANSITION TO AUTOMATED RESIDENTIAL COLLECTION

2.5.1 This Agreement requires, for residential premises, a transition from the manual Recyclables collection system usedIn the City as of June 1, 2003, toan a omat ss,st m . This Agreement also requires aulomatlon’ of the Gre n Waste collection program, an expanded Recyclables collection program, an expanded Household Hazardous Waste program (curbside used oil recycling), and other programs. Collectorshallꞏro11ourthe new ꞏ
services required by this Agreement such that all services and programs required by this Agreement, including but not limited to the a omated collection of Solid . Waste, Recyclables, and Greeꞏn Waste from Residential Premises, are implemented and fully operational on or before June 1, 2003. The specific implementation plan and schedule are
/
included in Exhibi\_ ‘r,of this agreement. .

Commented [AL3]: Section 2.5 is no longer applicable to the agreement; this transition has already ocurred.
36 1218562 - 12
i

2.5.2 The 1995 Agreement shall remain In effect, and Collector shall continue to collect Solid Waste, Green Waste, and Recyclables In the City pursuant to the 1995 Agreement, until the Commencement Date. Notwithstanding any other provision of this Agreement or of the 1995 Agreement, upon the Commencement Date, or upon the earlier termination of this Agreement by City or Collector, Including but not limited to termination for Collector’s failure to satisfy the conditions precedent set forth in subsections 2.4.2 or

2.4.3 on or before the dates specified therein, the 1995 Agreement shall automatically expire and be of no further force or effect, except that (a) any provisions of the 1995 Agreement In favor of City which expressly state that they shall survive expiration of the term or teIT!lination of the 1995 Agreement shall survive; and (b) anyremittances owed by either Party to the other pursuant to the 1995 Agreement shall remain due and payable.

Notwithstanding the foregoing, the 1995 Agreement shall not be terminated by this subsection 2.5.2 if this Agreement is terminated as a result of litigation challenging the award of this Agreement.

2.5.3 Collector and City agree that any balance due to either party, as of May 31, 2003, based on the ꞏcost-plus• rate formula of the 1995 Agreement, shall be waived by both parties.

2.6 REPRESENTATIONS AND WARRANTIES OF COLLECTOR
Collector hereby covenants, represents, and warrants the following to City for the purpose of inducing City to enter into this Agreement and to consummate the transaction contemplated hereby, all of which shall be true as of the date of this Agreement and as of the Commencement Date:
(a) Collector is duly organized and validly existing as a corporation under the laws of the State of Delaware California with full legal right and power to enter into and perform its obligations under this Agreement.
(b) Collector is wholly owned by Waste Management, Inc. (c) Collector has the authority to enter into and perform its obligations under this Agreement. Collector or its authorized representative has taken all actions required by law and its governing documents to authorize the execution of this Agreement. The persons signing this Agreement on behalf of Collector warrant and represent that they have authority to do so. This Agreement constitutes the legal, valid and binding obligation of Collector.
(d) Neither the execution of this Agreement nor the delivery by Collector of Collection Services nor the performance by Collector of its obligations hereunder: (1) conflicts with, violates or results In a breach of Applicable Law; (2) conflicts with, violates or results In a breach of any term, or condition of any judgment, decree, agreement (Including, without 37 1318562 - 13
limitation, the certificate of incorporation of Collector) or instrument to which Collector is a party or by which Collector or any of its properties or assets are bound, or constitutes a default under any such judgment, decree, agreement or instrument; or (3) will result in the creation or imposition of any encumbrance of any nature whatsoever upon any of the properties or assets of Collector.
(e) There is no action, suit or other proceeding as of the date of this Agreement, at law or in equity, or to the best of Collector’s knowledge, any investigation, before or by any court or governmental authority, pending or threatened against Collector which is likely to result in an unfavorable decision, ruling or finding which would materially and adversely affect the validity or enforceability of this Agreement or any such agreement or instrument entered into by Collector in connection with the transactions contemplated hereby, or which could materially and adversely affect the ability of Collector to perform its obligations hereunder or which would have a material adverse effect on the financial condition of Collector.
(f) Collector has no knowledge of any Applicable Law In effect as of the date of this Agreement that would prohibit the performance by Collector of this Agreement and the transactions contemplated hereby.
(g) Collector has made an independent investigation, satisfactory to it, of the conditions and circumstances surrounding this Agreement and the work to be performed by it, and is satisfied that those conditions and circumstances will not impair its ability to perform the work and provide the Collection Services required by this Agreement. (h) The information supplied by Collector in all submittals made in connection with negotiation and execution of this Agreement, including all materials in Exhibits of this Agreement, and all representations and warranties made by Collector throughout this Agreement are true, accurate, correct and complete in all material respects on and as of the Commencement Date of this Agreement.
(i) Collector’s representative, designated in subsection 2.2.2, shall have authority in all daily operational matters related to this Agreement. City may rely upon action taken by such designated representative as action of Collector unless the actions taken are not within the scope of this Agreement.
0) . The services and programs required by this Agreement, including but not limited to theautomated collection of Solid Waste, Recyclables and Green Waste from Residential Premises, he Household Hazardous Waste Program, and the Public Education Program will be provided throughout the City on or before the Commencement Date. (k) The Material Recycling Facility operated by a wholly owned subsidiary of Waste Management, Inc.
(I) The Material Recycling Facility is properly permitted by the Regional Water Quality Control Board and the CIWMB/Local Enforcement Agency, and Is also 38 1418562 - 14
permitted to accept Green Waste and process it into Compost, complies withall Applicable Law, and is not on or being considered for inclusion on a state or federal Superfund list, or CIWMB list of solid waste facilities failing to meet State minimum standards. (j) As a material inducement to City to enter into this Agreement, Collector hereby represents, warrants, and guarantees that if the Devlin Road Recycling and Transfer Facility does not have sufficient capacity to accept all Solid Waste collected from within the City during the Term, and that the Keller Canyon Landfill will not accept all Solid Waste collected from within the City during the Term, then Collector will find an acceptable alternate site at the same or lower cost per ton.
(n) As a material inducement to City to enter into this Agreement, Collector hereby represents, warrants, and guarantees that the Material Recover Facility (“MRF”) will have sufficient capacity to accept and process all Recyclables collected from within the City during the Term.
(o) The Napa Garbage Service CompostFacility is pro_perty permitted by the CIWMB/Local Enforcement Agency, is permitted to accept and process Green Waste into compost, complies with all Applicable Law, and is not on or being considered for inclusion on a state or federal Superfund list,or CIWMB list of facilities failingto meet State minimum standards.
(p) As a material Inducement to City to enter into this Agreement, Collector hereby represents, warrants, and guarantees that The Napa Garbage Service Compost Facility has sufficient capacity to accept and process all Green Waste collected from within the City during.the Term, and in fact all Green Waste collected from within the City during the Term will be accepted.

ARTICLE 3 SCOPE OF SERVICES

3.1 GENERAL
Collector shall collect all Solid Waste, Organic Waste, and Recyclables generated and presented for collection at each Residential, Multifamily Residential and Commercia/lndustrial Premises in the City that has subscribed for collection services, in conformity with the provisions of this Agreement, including but not limited to the performance standards set forth in Exhibit “C”. The work to be done by Collector pursuant to this Agreement shall include the furnishing of all labor, supervision, vehicles, containers, other equipment, materials, supplies, and all other items necessary to perform the Collection Services, and the payment of all related expenses including, but not limited to, all taxes and utility charges. The Collection Services shall be performed in a thorough and professional manner that constitutes litter free, reliable, courteous and high-quality service. Collector shall at all times perform Its duties using best industry practices for comparable operations.

3.2 COMPLIANCE WITH APPLICABLE LAW
39 1518562 - 15

3.2.1 Collector shall acquire and maintain all necessary permits and licenses, and shall comply with all provisions of this Agreement, the City Code, and all other Applicable Law, rules, and implementing regulations, as they may from time to time be amended, Including, but not limited to the Act, CERCLA, and RCRA.

3.2.2 Collector agrees to observe and comply with the operating rules and regulations established by the applicable county and the State regarding the Designated Disposal Site, Designated Recycling Facilities, and the designated Organic Waste Facility, including without limitation those governing delivery procedures, receiving hours, vehicle and waste inspection, Hazardous Waste screening, litter control and safety measures.

3.3 COLLECTION FROM RESIDENTIAL PREMISES

3.3.1 Collector shall furnish all labor, supplies, materials, permits, licenses, and equipment necessary to provide automated collection of Solid Waste, Green Waste, and Recyclables from all Residential Premises in the City from the curb on a weekly basis as provided in section 3.3.2, except in areas where access for automated collection is not practicable. In those areas such as alleys and narrow streets, semi-automated or manual Collection Services shall be provided.

3.3.2 Curbside collection of Recyclables and Organic Waste shall be performed weekly, on the same day as Solid Waste collection. Pick-up service for each customer shall be on one day Monday through Saturday, throughout each year of the Agreement, except for the following holidays: Thanksgiving Day, Christmas Day and New Year’s Day. On these holidays, service shall be provided on the following day. Special arrangements may be required to provide service on these holidays or on Sundays, depending upon the nature of the customers. Special fees may be charged for such service, subject to prior approval by the City.

The list of Recyclables to be collected in this program is attached hereto as Exhibit “A”.

Subject to the provisions of Section 6.3, City and Collector shall have the right to modify the list of residential Recyclables upon mutual agreement at any time during the Term, upon written notice to Collector but without the need to amend this Agreement.

3.3.3 Collector shall only be required to collect Recyclables if they have been separated by the customer from Solid Waste and Organic Waste, and shall only be required to collect Organic Waste if it has been separated by the customer from Solid Waste and Recyclables. If by visual inspection of a container it appears that Recyclables are contaminated with ten percent (10%) or more by weight or volume of Solid Waste or Organic Waste, or Organic Waste is contaminated with five percent (5%) or more by weight or volume of Solid Waste or Recyclables, then Collector will leave the container unemptied along with a Non-collection Notice which contains instructions on the proper procedures for setting out Recyclables or Organic Waste. The notice shall also inform the customer of the following options for dealing with the contaminated container, which the customer may exercise by calling Collector’s customer service line. The customer may:
40 1618562 - 16
(i) Leave the contents of the container as is and call Collector’s customer service department to request that Collector collect the container as Solid Waste on the customer’s next regularly scheduled collection day. In this case, the container will be collected as Solid Waste, and the customer will be charged the then-applicable rate for Solid Waste Overages. (ii) Leave the contents of the container as is and have Collector make a special pick-up of the container on a day other than the customer’s next regularly scheduled collection day. In this case, the container will be collected as Solid Waste, and the customer will be charged the then-applicable rate for a special collection of Solid Waste.
(iii) Remove the excess contamination from the container (so that remaining contamination is less than the thresholds indicated above), and have Collector collect the container as Recyclables or Organic Waste on the customer’s next regularly scheduled collection day, at no additional charge.

If on the next regularly scheduled collection day the contamination level has not been reduced below the thresholds indicated above, then CONTRACTOR may refuse to collect the container, and leave a notice as provided in the first paragraph of this Section 3.3.3 (i.e., the above process will begin anew).

3.4 CONTAINERS FOR RESIDENTIAL PREMISES

3.4.1 (a) On or before May 31, 2003, Collector shall provide the initial Containers and any replacement Containers to all Residential Premises. Collector shall provide sEach dwelling unit in a Residential customerPremises shall receive one (1) sStandard Residential Solid Waste Container having an approximate capacity of either 32, 64 or 96 gallons, one (1) sStandard Residential Recycling Container having an approximate capacity of 64 or 96 gallons, and one (1) Standard Residential Green WasteOrganics Container having an approximate capacity of 32, 64, or 96 gallons. (b) All Containers provided by Collector shall be constructed of rigid, durable materials with a minimum five (5) year life expectancy warranted by the manufacturer. The color of the Containers shall be subject to the approval of the City Manager. Collector shall not place any labels or embossments on the Residential Containers without prior approval by the City Manager.

3.4.2 (a) Effective January 1, 2004, Collector shall permit Residential Householders to change the size of their Solid Waste, Recycling, and Organic Waste Containers at any time, once per year for each Container, at no additional charge. Collector shall be permitted to charge the fee set forth in the Schedule of Approved Rates for any change in the size of the Solid Waste, Recycling, and Green WasteOrganics Containers in excess of once per year. Collector shall deliver the Containers associated with requested changes in service level no later than two (2) weeks after receipt of the request. (b) Collector shall provide additional Solid Waste, Recycling and Green WasteOrganics Containers to any unit in a Residential Premises upon request from the 41 1718562 - 17
Residential Householder. Collector shall in no event be obligated to provide additional Recycling or Organic Waste Containers, however, unless the Residential Householder shall, as a condition, actually utilize on a regular basis all of the capacity of a Recycling Container or a Organic Waste Container. Additional Containers shall be delivered and serviced for the Rate specified in the Schedule of Approved Rates. Collector shall deliver the requested additional Containers no later than two (2) weeks after receipt of the request.

3.4.3 (a) Repairs to Containers for damage caused by ordinary wear and tear by the Residential Householder or by Collector shall be the responsibility of Collector. These repairs include replacement of wheels, lids, hinges, axles, and handles. Collector shall have the right to charge Residential Householder for Containers lost or damaged through willful or intentional abuse or misuse.
(b) In the event delivered Residential Containers are lost, stolen, damaged or destroyed, not through the willful or Intentional abuse or misuse of the Residential Householder, Collector shall deliver to the Residential Householder a replacement Container(s) within one week of request at no charge to the Residential Householder or City for either the Container or its delivery.

3.5 WHEEL-OUT SERVICE
Collector shall provide free wheel-out service to eligible residents. For purposes of this Section 3.5, “eligible residents” are those who: (1) are physically unable to move the Containers as verified by a medical certificate; and (2) annually sign a sworn statement that they live in a residence with no other residents capable of moving Containers. The City Manager shall make the final determination of whether or not a household is eligible for free wheel-out service. The service shall include free wheel-out service for one solid waste bin, one recycling bin, and one Organic Waste bin.

3.6 RESIDENTIAL BULKY WASTE COLLECTION AND DROP OFF

3.6.1 Each unit In a Residential Premises, and each unit in a Multi-Family Residence, shall be entitled to one (1) on-call pick-up per year of up to two (2) cubic yards of Solid Waste. Collector shall provide this service at no additional charge to the Subscriber or City. Collector shall also accept no more than one (1) refrigerator or other item containing Freon, and dispose of it properly, without charging the customer or the City for the cost of properly removing the Freon.

3.6.2 Collector shall provide additional (beyond that set forth in subsection 3.6.1) on-call pick-up service upon request, and may charge a fee for such service as specified in the Schedule of Approved Rates.

3.6.3 Collector shall ensure that all pick-up service requests pursuant to subsections

3.6.1 or 3.6.2 are made within seven (7) days of the request. For the free pick-ups provided to Multi-Family Residences pursuant to subsection 3.6.1, however, Collector may require that the pick-ups occur from all units in the Multi-Family Residence on the 42 1818562 - 18
same day. In that event, the on-call day shall be negotiated between Collector and the property owner or manager.

3.6.4 Collector shall transport collected materials that cannot otherwise be recycled to the Designated Disposal Site and be responsible for payment of any associated tipping fees. Collector shall make good faith efforts to maximize the Recycling of collected materials.

3.6.5 Collector shall provide two coupons per year to each unit in a Residential Premises annually for disposal at the Designated Disposal Site of up to two (2) cubic yardsone thousand (1,000) pounds of Solid Waste at no charge. No charge shall be levied for the removal of Freon from one (1) Freon-containing device delivered to the Designated Disposal Site pursuant to the coupon. One coupon shall be distributed in the June bill and one in the December bill, unless a different time period is mutually agreed upon between Collector and City.

3.7 HOLIDAY TREE RECYCLING
Collector shall collect, transport and process as Organic Waste all acceptable trees from all Residential Premises and Multi-Family Residences within the City which are placed for collection on the first three regularly scheduled collection days after December 25 for each collection route, at no additional compensation to Collector or charge to the Subscriber or City. Notwithstanding the above, Collector shall incorporate local non-profit organizations in the provision of holiday tree collection services, where such organizations have expressed interest in writing to City or Collector. In such cases, Collector shall be responsible for maintaining the service standards specified in this Section, except that collection may be at reasonable times and dates prior to January 15th of the following calendar year. For purposes of this Section 3.7, “acceptable holiday trees” means trees that are acceptable for Processing as Organic Waste pursuant to subsection

3.15.3 (i.e., no “flocked” trees, or trees with material amounts of tinsel). Collector shall have no obligation to collect trees or portions of trees that are greater than six (6) feet In length.

3.8 HOUSEHOLD HAZARDOUS WASTE PROGRAM; USED OIL RECYCLING AT

THE CURB

3.8.1 . The City’s Hazardous Waste program (which does not include the Recycled Used Oil program as spelled out in Section 3.8) shall be provided through the Napa-Vallejo Waste Management Authority, and is not the responsibility of Collector.

3.8.2 At the regularly scheduled collection day, Collector shall collect up to two (2) Oil Containers (as defined below) of used motor or cooking oil from each Residential Subscriber and shall provide a clean, empty, usable Oil Container for each Oil Container collected. Collector’s vehicles will have special racks attached to place the filled and empty Oil Containers, and will transport the used motor oil back to Contractor’s facility for storage in a secure, double walled container marked “Used Motor Oil Only.” A reputable 43 1918562 - 19
disposal company selected by Collector, and approved by City, shall collect the motor oil from the storage containers at Collector’s facility and ensure its lawful disposition. As used herein, “Oil Container” shall mean a Collector-provided one gallon translucent plastic container with a screw top. Collector shall provide up to two (2) Oil Containers to each Residential Subscriber within seven (7) business days of a request of an Oil Container.

Collector shall not be obligated to collect used motor oil that is not contained in an Oil Container, and shall not be obligated to collect Oil Containers that Collector reasonably believes contains a substance other than used motor or cooking oil.

3.9 COMMERCIAL/INDUSTRIAL SERVICE

3.9.1 Collection. Collector shall furnish all labor, supervision materials, permits, licenses, and equipment necessary to provide collection of Solid Waste, Recyclables, and Organic Waste from Commercial/lndustrial Premises in the City on at least a weekly basis.

Collector will assist the owners of Commercial/industrial Premises In selecting an appropriate level of service for Solid Waste, Recyclables, and Organic Waste. Collector shall be responsible for billing each Commercial/Industrial Premises at the Rates set forth on the Schedule of Approved Rates. In no event shall Collector charge for providing extra containers for Recyclables and their collection, beyond those rates charged for Solid Waste collection and, for the avoidance of doubt, Collector shall charge for providing containers for Organic Waste and their collection in accordance with the rates on Exhibit B.In no event shall Collector charge for providing extra. Containers for Recyclables, Green Waste, and their collection, beyondthose rates charged for Solid Waste collection.

Collector shall work with Commercial/lndustrial Premises Subscribers to select the appropriate size, type and number of Containers to be provided for Solid Waste, Recyclables, and Organic Waste Collection Services.

3.9.2 Promotion of Commercial Recycling. Collector shall make Recyclables Collection Services available to all Commercial/industrial Premises in the City. In coordination and cooperation with City efforts, Collector shall use its best efforts to promote and expand the use of Recycling services to all Commercial/Industrial Premises.

3.9.3 Promotion of Commercial Organic Waste Services. Collector shall make Organic Waste Collection Services available to all Commercial/Industrial Premises in the City.

3.9.4 Waste Stream Assessment. Collector shall provide on-site waste stream assessments to Commercial/Industrial Premises for the purposes of assisting premises in identifying and Implementing waste reduction practices and Recycling and Organic Waste Collection Service. Collector shall establish a program to ensure that new Commercial/Industrial Premises entering the City receive an assessment in a timely manner.

3.9.5 Contamination. The contamination thresholds and procedures set forth in Section

3.3.3 apply to Recyclables and Organic Waste Containers set out for collection by Commercial/Industrial customers.
44 2018562 - 20

3.10 EDUCATIONAL MAILERS

3.10.1 Collector will design mailers specific to single-family Residential, multi-family residential, and Commercial/Industrial users. The mailers will include information on automated Solid Waste, Green Waste, and Recycling collection, used oil recycling, and curbside bulky goods pick-up.

3.10.2 TheCollector will provide a copy of the mailer(s)to the City no later thanMay 31, 2003. After approval by the City the Collector shall mail, at the Collector’s sole- expense, all Subscribers one copy of all brochure{s).

3.11 PUBLIC SCHOOL FACILITIES .

Provided that the Napa ValleyUnified School District (the “School District’) agrees to such services, Collector shallcollect, and deliver for disposal or proc ssing all Solid Waste, Green Waste, and Recyclables from all public school facilities and administrative offices (“School Facilities”) of the School District that are located within the City. Collector shall provide each School Facility with sufficient bins and other Containers for the collection of Solid Waste, Green Waste and Recyclables. Collector shall assist each School Facility with selecting the Container type and size, and collection frequency that best meets each School Facility’s needs. ꞏ

3.102 CITY FACILITIES

3.102.1 Collector shall collect and deliver for disposal or Processing all Solid Waste, Green WasteOrganic Waste and Recyclables from each City Facility listed on Exhibit D at the frequencies and subscriptions levels identified on such exhibit. Collector shallprovide each CityFacility with sufficient bins and other Containers, as determinedꞏby the City Manager, for the collection of Solid Waste, Green Waste and Recyclables.

3.102.2 City may change the City Facilities receiving service and the volume and frequency of service by written notice to Collector, provided that Collector shall be entitled to charge City for any additional services that are over and above the cost of providing the services set forth on Exhibit D at the then applicable rates.All services provided pursuant to this Section shall be provided at Collector’s expense, with no charge to City.

The City Manager may delete or add a City Facility from the list of facilities In Exhibit D of this Agreement, at any time, upon written
notice to Collector.

3.113 DEAD ANIMAL COLLECTION
Notwithstanding any other clause within the Agreement, upon request from the City Manager and at no additional cost to City, Collector shall provide for the collection and disposal of domesticated animals found dead on public property, including but not limited to City streets and rights of way, so long as such animals may be disposed of at the Designated Disposal Site.

Formatted: Justified, Space After: 0 pt
45 2118562 - 21

3.124 HAZARDOUS WASTE NOTIFICATIONS AND PROCEDURES

3.124.1 The collection, transportation and disposal of Hazardous Waste is specifically beyond the scope of this Agreement. Collector and City shall take all reasonable steps necessary to prevent Hazardous Waste from being collected, transported, or disposed of by Collector under this Agreement, other than the Recycled Used Oil program pursuant to Section 3.8.

3.124.2 Collector shall not be required to filter through and thoroughly inspect the Solid Waste or Recyclables deposited in Containers in order to ensure it does not contain any Hazardous Waste. Collector shall nonetheless take all reasonable steps to avoid collecting Hazardous Waste. Collector shall tag each Container which contains Hazardous Waste and shall keep a record of all Subscribers who have received a tag for depositing Hazardous Waste items, in accordance with the procedures set forth In Section 3.C of Exhibit “C” regarding tagging items not collected.

3.124.3 Collector shall provide written information regarding Household and other Hazardous Waste to all Subscribers upon initially beginning service and on a yearly basis thereafter. This information shall specify what types of waste may and may not be disposed of through routine collection procedures, the availability of the Household Hazardous Waste Collection Program described in Section 3.8, the tagging procedure if Hazardous Waste is found In the Subscriber’s deposited waste, and other pertinent Information.

3.124.4 Collector shall conduct yearly training programs for its waste collection employees who provide Collection Services in the City, to instruct them in determining what is Hazardous Waste, to advise them to be aware of and locate, If possible, Hazardous Waste items when undertaking their collection of Solid Waste and Recyclables in the City, to follow proper procedures by tagging Hazardous Waste Items as “Hazardous Special Handling Required”, and to advise Subscribers of the various legal alternatives for the disposal of Hazardous Waste.

3.124.5 Collector shall notify all agencies with jurisdiction, including the California Department of Toxic Substances Control and Local Emergency Response Providers, and if appropriate, the National Response Center, of reportable quantities of Hazardous Waste, found or observed by Collector anywhere within the City, including on, in, under or about City owned property and City waste Containers. In addition to other required notifications, if Collector observes any substances which it or its employees reasonably believe or suspect to contain Hazardous Waste unlawfully disposed of or released on City owned property, including but not limited to streets in the City, storm drains, or public rights of way, Collector also shall immediately notify the City Manager and the Napa County Department of Environmental Management.

3.131 DISPOSAL ANDO PROCESSING FACILITIES
46 2218562 - 22

3.135.1 The Devlin Road Recycling and Transfer Facility is the Designated Disposal Site. Except as set forth in subsection 3.135.53, Collector shall dispose of all Solid Waste collected in the City at the Designated Disposal Site, at Collector’s expense and in accordance with all Applicable Law.

3.135.2 Collector has designated the Material Recovery Facility as the Designated Recycling Facility. Collector covenants that the Designated Recycling Facility is properly permitted and in compliance with all Applicable Law. Collector shall deliver all Recyclables collected in the City to the Designated Recycling Facility, at Collector’s expense and in accordance with all Applicable Law. Collector shall ensure that, after Processing, Residue material shall not exceed the amount permitted by Applicable Law.

Collector shall ensure that Recyclables are used in a manner that is classified as Diversion.

3.135.3 Collector has designated the Jepson Prairie Organics as the Designated Organic Waste Facility. Collector Covenants that the Jepson Prairie Organics is properly permitted for the composting of Organic Waste, and is in compliance with all Applicable Law.

Collector shall deliver all Organic Waste collected in the City to the Designated Organic Waste Facility for composting, other than those loads that are delivered to the City Water Reclamation Facility (WRF) located at [ADDRESS] pursuant to Section 3.13.4 of this Agreement. If any such delivery to the Designated Organic Waste Facility would not result in the City receiving credit in calculating its Diversion Rate for having diverted the Organic Waste from disposal in a landfill or transformation facility, another facility must be selected. Collector shall ensure that Organic Waste, excluding Residue, that is collected under this Agreement is processed into Compost in accordance with Applicable Law, and used in a manner that is classified as Diversion.

3.13.4 As of the Effective Date, City is considering installation of an anerobic digestor at WRF that will be used to generate energy out of organic material. Throughout the Term of this Agreement, City may request, and Collector will make reasonable best efforts to comply with such requests, that Collector deliver one or more loads of Organic Waste collected by Collector to the WRF to be used as feedstock for City’s anerobic digestor. All processing of Organic Waste delivered to WRF by Collector shall be done at City’s sole expense. City shall be responsible for providing Collector with a proper site at WRF to dump such loads and City shall ensure that the WRF has received any and all necessary permits or other entitlements necessary to receive Organic Waste from Collector. In the event City is unable to process or use the loads that have been tipped by Collector at WRF per City instructions, City shall bear all costs with reloading and transporting such material.

3.135.54 Collector shall ensure that the Designated Disposal Site, Designated Recycling Facility, and Designated Organic Waste Facility are properly permitted and in compliance with Applicable Law at all times during the Term. Collector shall immediately inform City Manager in writing in the event of any noncompliance, and City, in its sole discretion, shall have the right to require the use of a different disposal or Processing 47 2318562 - 23
Facility to be selected by Collector. The City Council may also, in its sole discretion, require the use of a different site at any time during the Term if the Designated Disposal Site, Recycling Facilities, or Green Waste Facility (as the case may be) is found to not be in compliance with the provisions of this Section 3.15, and the City Council determines that the Designated Disposal Site, Recycling Facilities, or Organic Waste Facility (as the case may be) is not acceptable due to a failure to comply with the terms of this Agreement or a finding by State or federal regulatory agencies that it is not in compliance with Applicable Law, including the Environmental Statutes, and is unable to accept City’s Solid Waste, Organic Waste or Recyclables (as the case may be).

3.146 TITLE TO SOLID WASTE, RECYCLABLES AND ORGANIC WASTE It is expressly understood that all Solid Waste, Recyclables and Organic Waste collected under this Agreement becomes the property of Collector at the point of collection, subject to the requirement of delivery of Solid Waste to the Designated Disposal Site, Recyclables to the Designated Recycling Facilities, and Organic Waste to the Designated Organic Waste Facility. At no time does City obtain any right of ownership or possession of Solid Waste or Recyclables placed for collection, and nothing in this Agreement shall be construed as giving rise to any inference that City has any such rights. City and Collector agree that, for the purposes of the Uniform Commercial Code and all other laws imposing liability for defective products, it is Collector, and not City that is to be considered the “merchant” of goods recycled pursuant to this Agreement.

3.157 PUBLIC EDUCATION

3.17.1 Collector shall develop and Implement a public education and information program in order to explain the transition to automated collection, change In rate structure, maximize participation in the Residential and Commercial/lndustrlal Recycling and Green Waste collection efforts, and provide information on the availability of Bulky Waste services and other special Collection Services described in this Article 3, as well as on the complaint resolution procedure set forth in Section 3.19. The public education and information program may include, without limitation, media advertising, contests, and community involvement programs. The public education and information program shall include methods of intensive outreach prior to and immediately after the Commencement Date, as well as periodically (no less often than annually) thereafter, and methods of informing customers of available services at the time they apply for service. The various elements of the public education and information program shall be reviewed and approved by the City Manager prior to implementation, pursuant to subsection 4.1. The direct costs of implementing the program shall be borne by Collector.

3.157.12 Throughout the Term, Collector shall provide Subscribers with information pertaining to this Agreement and shall conduct public education services that include, but are not limited to, providing information pertaining to the following:
(a) New services implementation;
Commented [AL4]: This has been removed since it
relates to the automation of collection services.
48 2418562 - 24
(b) Change In service and change in cost of service:
(c) Notices of incorrect setouts;
(d) Curbside Bulky Waste Program, including information about household appliances with Freon, including refrigerators;
(e) Annual Holiday tree Collection Services, including non-profit collection alternatives;
(f) Coordination with City in development of monthly promotions and public education materials on source reduction, Recycling, backyard composting and Organic Waste program topics. City shall have the right to review and approve all public education and promotion materials prior to distribution by Collector; (g) The availability of free wheel-out service for qualifying Subscribers, free additional Recycling or Organic Waste Containers, and free on-call Bulky Waste Service; (h) The availability of on-call Bulky Waste service (other than the one free pick-up per year) for an additional fee;
(i) Household Hazardous Waste program services provided pursuant to this Agreement;
(j) Providing Recycling outreach to schools and community groups as requested. City shall have the right to review, approve, and participate in all education and outreach materials prior to distribution;
(k) Providing Recycling education to users of buildings receiving free service pursuant to Sections 3.11 and 3.12; and
(I) The availability of the lifeline rate for qualified Residential Householders.

3.157.23 All press releases, reports, or other documents prepared by Collector for release to the public, the CIWMB, or any other public agency that materially affect the City shall be subject to the prior review (for a period of at least five business days) of the City Manager. The parties agree that, for purposes of this subsection 3.17.3, any reports or other documents relating to the automated collection system in the City, or to City’s Source Reduction and Recycling Element (SRRE), Household Hazardous Waste Element (HHWE), and Diversion Rate, materially affect the City.

3.168 PUBLIC ACCESS TO COLLECTOR

3.168.1 Collector shall establish and maintain at all times during the Term an office and corporation yard in a location in or near the City. Collector’s office hours shall be, at a minimum, from 8:00 a.m. to 5:00 p.m. Monday through Friday, except Holidays. A responsible and qualified representative of Collector shall be available at Collector’s office during office hours for communication with City and the public. 49 2518562 - 25

3.168.2 Collector shall maintain a toll-free telephone system in operation at its office to assist Subscribers during the hours of 8:00 a.m. to 5:00 p.m. Monday through Friday.

Collector shall Install maintain telephone equipment, and have available service representatives, sufficient to handle the volume of calls typically experienced on the busiest days. Subscribers must be able, with reasonable convenience, to reach Collectors office by phone during the hours set forth in this Section. Notwithstanding the above, Collector may use an answering service on Saturdays or Sundays. Collector shall have a representative, answering service or voicemail system available at the toll-free telephone number during all hours other than the hours set forth herein. Any recording shall provide an additional number to call in the event of an emergency. Collector shall provide the City Manager the means to contact a representative of Collector directly by telephone on a 24-hour basis in the event of an emergency.

3.179 SERVICE COMPLAINTS AND RESPONSE

3.179.1 Collector agrees to maintain a computer-based log (“Complaint Log”) of all oral and written service complaints registered with Collector from Subscribers or the public within the City. The Complaint Log shall be maintained in a computerized database format reasonably acceptable to the City Manager. Collector shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of, all Subscriber complaints. Subscriber complaints that cannot be reasonably resolved may be appealed to the City Manager for final resolution. Collector shall record in the Complaint Log all written and oral complaints, noting the name and address of complainant, date and time of complaint, nature of complaint, name of Collector employee taking the complaint, and the nature and date of resolution. The Complaint Log shall be maintained so that representatives of City upon request may conveniently inspect it.

Collector shall deliver a summary of complaints by number and type, and a copy of the Complaint log reflecting action to date along with the quarterly reports specified in Section

9.3 or otherwise upon request of the City.

3.179.2 Collector shall respond to all complaints from Subscribers, other than missed pickups, within one business day.

3.179.3 In the event of a missed pickup of containers that have been properly set out by Subscribers, Collector shall complete the pickup the same day if the complaint is received by 3:00 p.m., or by 12:00 p.m. the following business day if the complaint is received after 3:00 p.m. In the event Collector is requested to return to collect a container that was not properly set out for collection, Collector may charge the return trip fee set forth on Exhibit B.

3.1820 REPORT ACCUMULATION OF SOLID WASTE; UNAUTHORIZED

DUMPING
Collector shall direct its drivers to note the addresses of any premises at which they observe significant and ongoing accumulation of Solid Waste that is not being delivered for collection, and the address or other location description at which Solid Waste has been 50 2618562 - 26
dumped in an apparently unauthorized manner. Collector shall deliver the address or description to the City Manager within three (3) working days of such observation.

3.1921 PRIVACY
Collector shall strictly observe and protect the rights of privacy of Subscribers. Information Identifying individual Subscribers, or the composition or contents of a Subscriber’s Solid Waste or Recyclables, shall not be revealed to any person, governmental unit, private agency, or company, unless upon the authority of a court of law, authorized Federal, State, or municipal law enforcement agency, by statute, or upon valid authorization of the Subscriber. Collector shall not market or distribute mailing lists with the names and addresses of residential or commercial/industrial Subscribers. This provision shall not be construed to preclude Collector from preparing, participating in, or assisting in the preparation of waste characterization studies or waste stream analyses that may be required by City pursuant to the Act The rights accorded Subscribers pursuant to this Section shall be In addition to any other privacy rights accorded Subscribers pursuant to Federal or State law.

3.202 CHANGES IN OPERATIONS, ADMINISTRATION OR SCHEDULE Collector shall notify the City Manager In writing of any proposed material changes in or to the Collection Services operation (e.g. vehicle routes, equipment type or number, crew size), administration (e.g., management and employees), and schedule prior to implementation. Any changes to the collection operation shall meet the service standards and other terms of this Agreement. In the case of changes to the collection schedule, Collector must notify all affected Subscribers at least (14) days prior to any change in the collection day. Collector shall not permit any Subscriber to go more than seven (7) days without service in connection with a collection schedule change.

3.213 MODIFICATION OR CHANGE OF COLLECTION SERVICES; NEW SERVICES

3.213.1 Upon receiving a written request from the City Manager, Collector shall provide a reasonable modification of any Collection Service subject to establishment of appropriate compensation for providing the service. Such a service modification may Include, but not be limited to,
(a) the addition or deletion of specific Recycling materials that have been mutually agreed upon between City and Collector; or
(b) any exclusive or non-exclusive services not covered by this Agreement, and that It is qualified to provide.

Notwithstanding the foregoing, any requests by City to Collector for delivery of Organic Waste to the WRF shall not be considered a Modification or Change to Services under this Section 3.21 and shall not be grounds for City to initiate a Special Rate Review.

3.213.2 The implementation of any modified or additional service shall be contingent upon City Council’s approval of a Rate acceptable to Collector pursuant to Section 6.3. If 51 2718562 - 27
a mutually acceptable Rate for a new service ꞏrequested by City cannot be negotiated between City and Collector within a reasonable time frame, City reserves the right to solicit other bids and obtain other service provider(s) for additional service. Nothing In this Agreement requires City to request additional services from Collector.

3.22 STREET SWEEPING
Collector shall provide mechanical sweeping of all publicly owned streets and City designated curbed bike lanes in the City and those certain curb bike lanes designated for sweeping on a biweekly (every other week) basis, pursuant to the scope of services and sweeping schedule contained in Exhibit EG and in accordance with this Section 3.22.

Collector shall not be required to sweep streets that lack either curbs or gutters, or that are in such a state of disrepair that sweeping may be hazardous to persons or property, or to sweep portions of streets blocked or covered by cars, structures or other obstacles.

Collector may obtain water from City-owned hydrants as reasonably necessary to perform street sweeping services. Collector shall have the exclusive right to provide street sweeping services within the city limits of City except for areas where there is new construction and the developer is required to provide street sweeping.

3.23 LIFELINE RATE
Collector shall offer a fifteen percent (15%) discount off its standard service rates to eligible households enrolled in a Residential Premises duly enrolled in the California Alternate Rates for Energy (CARE) program offered by the electrical utility providing service to City residents (currently Pacific Gas and Electric). To be eligible for the discount, a household must provide Collector with a copy of a recent utility bill evidencing the household's enrollment in the CARE program, and a signed application in a form mutually agreed by Collector and City. If Collector approves the application, the household shall be eligible to receive the discount for a one-year period, or such longer period as Collector may determine. Collector may verify participating households' continued eligibility by requiring them to submit updated documentation. Households granted the discount shall be required to notify Collector promptly if they are no longer enrolled in the CARE program. Collector may require the household to verify its eligibility under the criteria set forth above.

3.24 SOLID WASTE OVERAGES
Collector shall collect Solid Waste Overages placed in 32 gallon plastic bags (or other bags or bundles deemed acceptable by Collector) set out beside Solid Waste Containers by Residential or Commercial/Industrial customers on such customers’ regularly scheduled collection day, provided, however, that Collector shall not be required to collect more than, 32 gallons of overages unless the customer has scheduled such collection with Collector in advance. Collector may charge for Garbage Overages at the rates as set forth in Exhibit B.

3.25 DEBRIS BOX CREDIT FOR CITY
52 2818562 - 28
Collector shall provide City 400 cubic yards per calendar year of debris box collection services to be provided to City for additional services to City Facilities beyond what is listed in Exhibit D, code enforcement purposes and community clean-up events. Such services shall be provided at City's request and in the same manner as similar services provided to commercial customers, unless otherwise agreed by Collector and City. Any unused credit remaining at the end of a calendar year will not be rolled over to the subsequent year.

3.26 COMPOST GIVEAWAY
Upon City request and no more than twelve (12) times per calendar year, Collector shall deliver twenty (20) cubic yards of Compost to City at no charge to the City’s corporation yard located at 205 Wetlands Edge Road, American Canyon. Any unused requests remaining at the end of a calendar year will not be rolled over to the subsequent year. Collector shall also make available one hundred sixty (160) cubic yards of Compost on an annual basis for giveaway to residents of American Canyon (proof of residency required). Compost shall be available for pick up at Collector’s facility located at 2021 Broadway Street, Vallejo.

3.27 SHRED EVENTS
Collector shall reimburse City up to Eight Thousand Dollars ($8,000.00) per year for City’s costs incurred to host confidential paper shredding events in City that are available to use by City residents. City shall provide Collector copies of invoices paid by City for such events and Collector shall reimburse City for those costs up to Two Thousand Dollars ($2,000.00) no more than four (4) times per year, within sixty (60) days of receiving such invoices. Any unused amounts remaining at the end of a calendar year will not be rolled over to the subsequent year.

ARTICLE 4

TRANSITION AND IMPLEMENTATIONCONTINGENCY PLANS

4.1 TRANSITION PLAN
During the period between the date of this Agreement and the Commencement Date, Collector shall meet with City staff(as designated by the City Manager) to coordinate the transition from the existing Solid Waste and Recycling services, and billing services,to the services to be provided pursuant to this Agreement. The basic plan shall be implemented consistent with the tenns set forth in Exhibit E, Implementation Plan.

Commented [AL5]: Recology proposes expanding
availability of this debris box credit to be used for City Facilities.

Commented [AL6]: City to confirm address.
53 2918562 - 29

4.12 CONTINGENCY PLAN
Collector shall submit to the City Manager, within one hundred and twenty (120) days after the date of this Agreementmaintain, a written “Contingency Plan” demonstrating the Collector’s specific that sets forth Collector’s arrangements to provide vehicles and personnel and to maintain uninterrupted service to the extent feasible during mechanical breakdowns, and in ꞏ case of natural disaster, strikes or other emergency, including events described in Section 11.8. The City Manager shall, within thirty (30) days of plan receipt, concur with, or require changes in the plan.

ARTICLE 5 INDEMNIFICATION; INSURANCE; BONDS

5.1 INDEMNIFICATION

5.1.1 Collector shall indemnify, defend (with counsel selected by City) and hold harmless City, its Officers, agents, employees, and volunteers from any and all claims and losses whatsoever occurring or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, or supplies in connection with the performance of this Agreement, any and all claims, lawsuits or actions arising from the awarding or execution of this Agreement, and for any and all claims and losses occurring or resulting to any person, firm, corporation or property for damage, injury or death arising out of Collector’s or any of its Officers, agents, employees or subcontractors’ performance of its obligations pursuant to this Agreement or arising from or attributable to any alleged breach of warranty of merchantability or fitness of purpose or other laws relating to product liability for Recyclables collected and processed, or Compost created, pursuant to this Agreement. Collector’s obligation to indemnify, defend and hold harmless City as stated herein above shall include, but not be limited to, paying all actual legal fees and cost incurred by legal counsel of City’s choice in representing City in connection with any such claims losses lawsuits or actions. Collector’s obligations under this Section shall not extend to matters caused by the gross negligence, intentional or willful misconduct, or breach of any material terms of this Agreement by the City or any of its Officers, agents, employees or volunteers. The obligations of Collector pursuant to this subsection 5.1.1 are not limited by the coverage of any insurance maintained by Collector pursuant to Section 5.2. THIS PROVISION SHALL SURVIVE THE EXPIRATION OF THE PERIOD

DURING WHICH SOLID WASTE AND RECYCLABLES COLLECTION, PROCESSING AND DISPOSAL SERVICES ARE TO BE PROVIDED UNDER THIS AGREEMENT.

5.1.2 (a) Collector shall indemnify, defend (with counsel selected by City) and hold harmless City, its Officers, agents, employees and volunteers from any and all claims and losses whatsoever occurring or resulting from:
(i) the repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure or other plan (regardless of whether undertaken due to governmental action or inaction) concerning any hazardous substance or 54 3018562 - 30
Hazardous Waste at any place where Collector or any of Its Officers, agents, employees or subcontractors transfers, stores, Processes, or Disposes of Solid Waste, Organic Waste or Recyclables pursuant to this Agreement, provided said place or facility is owned and/or operated by Collector or a related entity, or said claim or loss is the direct result of Collector’s negligent actions; or
(ii) its activities pursuant to this Agreement result in a release of hazardous substances into the environment; or
(iii) the repair, cleanup or detoxification, or preparation and implementation of any removal; remedial, response, closure or other plan (regardless of whether undertaken due to governmental action or inaction) concerning any hazardous substance or Hazardous Waste at the Devlin Road Recycling and Transfer Facility, Keller Canyon Landfill, Compost Facility or the Material Recovery Facility, regardless of whether or not Collector transferred, stored or disposed of Solid Waste or Recyclables from within the City at said facilities, provided however, in the event that any such facility was not owned or operated by Collector or a related entity at the time of the events giving rise to the claim or loss, that said claim or loss must be the direct result of Collector’s negligent actions for Collector or a related entity to have an obligation to indemnify, defend or hold City harmless; or
(iv) its activities at Devlin Road Recycling and Transfer Facility, Keller Canyon Landfill, Napa Garbage Service Compost Facility, or the Material Recovery Facility, or any other facility utilized pursuant to this Agreement, at any time before or during the Term, of this Agreement, result in a release of hazardous substances into the environment. (b) The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA, codified at 42 U.S.C. Section 9607(e), and California Health and Safety Code Section 25364, to defend, protect, hold harmless and indemnify City.

Collector’s obligation to Indemnify, defend and hold harmless City as stated herein above shall include, but not be limited to, paying all actual legal fees and cost incurred by legal counsel of City’s choice in representing City in connection with any such- claims, losses, lawsuits or actions. In connection with claims, liability, lawsuits or actions arising out of the Environmental Statutes, this clause shall not restrict any rights City has against Collector, including, but not limited to, the right of contribution, pursuant to the Environmental Statutes. The obligations of Collector pursuant to this subsection 5.1.2 are not limited by the coverage of any insurance maintained by Collector pursuant to Section

5.2. THIS PROVISION SHALL SURVIVE THE EXPIRATION OF THE PERIOD DURING

WHICH SOLID WASTE AND RECYCLABLES COLLECTION, PROCESSING AND DISPOSAL SERVICES ARE TO BE PROVIDED UNDER THIS AGREEMENT.

5.1.3 Collector agrees to indemnify, protect, defend (with counsel reasonably acceptable to City) and hold harmless City, its Officers, agents and employees from compliance of the Act, against all fines or penalties imposed by the California Integrated Waste Management Board (CIWMB) in the event the Diversion, source reduction and Recycling 55 3118562 - 31
goals of the Act are not met by City as a result of Collector failing to perform its obligations set forth herein, or in the event Collector’s delays in providing information prevent City from submitting reports required by the Act in a timely manner. Collector further agrees to reimburse City its ꞏpro rata share” of all costs and expenses attributable to any administrative proceedings (including but not limited to the administrative proceedings required by Public Resources Code Section 40059.1(c)(5)) or litigation relating to compliance with the Act, including reasonable attorneys’ fees. For purposes of this Section, Collector’s “pro rata share” shall be determined by apportioning such costs and expenses In accordance with the percentage of fault of Collector and City, as determined by the court or administrative body, or if none, as mutually agreed to by the parties.

Collector’s obligation to indemnify and reimburse City pursuant to this Section is limited to the extent that such fines, penalties, costs or expenses result from activities, events, or omissions occurring during the period during which Collection Services are to be provided under this Agreement. The obligations of Collector pursuant to this subsection

5.1.3 are not limited by the coverage of any insurance maintained by Collector pursuant to Section 5.2. Collector’s indemnification hereunder is expressly conditioned upon: (a) implementation of the Construction and Demolition Recycling requirements of the City Code; and (b) City’s good faith efforts to Implement its Source Reduction and Recycling Element, including any amendments thereto. THIS PROVISION SHALL SURVIVE THE

EXPIRATION OF THE PERIOD DURING WHICH SOLID WASTE AND RECYCLABLES

COLLECTION, PROCESSING AND DISPOSAL SERVICES ARE TO BE PROVIDED UNDER THIS AGREEMENT.

5.2 INSURANCE

5.2.1 General.
(a) Collector shall procure and maintain for the Term of this Agreement insurance against claims for Injuries to persons, including death, or damages to property which may arise from or in connection with the performance or lack of performance of the work hereunder by Collector, its agents, representatives, employees or subcontractors.

Collector shall not perform any work during any period when Collector is not covered by insurance as required in this Section. In the event Collector does any work while not covered by the insurance required by this Section, City may immediately terminate this Agreement without providing the seven-day (7) written notice required by Section 11.1. (b) General Liability, Errors & Omissions and Pollution and/or Environmental Impairment Liability coverage should be maintained for a minimum of five (5) years after contract completion. The maintenance of claims made against any Insurance required of Collector shall not be considered a waiver by City of any other claim or liabilities it may have against Collector.

5.2.2. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(a) Insurance Services Office Commercial General Liability coverage (“occurrence” form CG 0001.).
56 3218562 - 32
(b) Insurance Services Office form number CA 0001 (Ed. 1/78), covering Automobile Liability, code 1 (any auto) and endorsement CA 0025 (mobile equipment, pollution, contractual liability). The Automobile Liability policy shall be endorsed to delete the Pollution and/or the Asbestos exclusion and add the Motor Carrier Act endorsement (MCS-90), TL 1005, TL 1007 and/or other endorsements required by federal or state authorities.
(c) Workers’ Compensation Insurance as required by the State of California and Employer’s Liability Insurance.
(d) Errors & Omissions and Pollution and/or Environmental Impairment Liability.

5.2.3. Minimum Limits of Insurance. Collector shall maintain limits no less than:
(a) General Liability: $5,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
(b) Automobile Liability: $3,000,000 combined single limit per accident for bodily injury and property damage.
(c) Workers’ Compensation and Employer’s Liability: $1,000,000 each accident, $1,000,000 policy limit bodily Injury or disease, $1,000,000 each employee bodily injury by disease.
(d) Errors & Omissions and Pollution and/or Environmental Impairment Liability:
$3,000,000 each occurrence/$10,000,000 policy aggregate covering liability arising from the release of waste materials and/or: irritants, contaminants or pollutants. Collector shall ensure that such coverage shall, if commercially available, without Involvement of City, automatically broaden in its form of coverage to include legislated changes in the definition of waste materials and/or irritants, contaminants or pollutants. The policy shall stipulate this Insurance is primary and no other insurance carried by City will be called upon to contribute to a loss suffered by Collector hereunder and waive subrogation against City and other additional insureds.

5.2.4 Deductible and Self-Insured Retentions. Any deductibles, self-insured retentions or self-insurance programs must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self insured retentions as respects to City, its Officers, officials, employees and volunteers; or Collector shall provide evidence satisfactory to the City Manager guaranteeing payment of losses and related investigations, claim administration and defense expenses. Notwithstanding the foregoing, City may elect not to accept any deductibles or self-insured retentions offered by Collector.

5.2.5 Other Insurance Provisions.
57 3318562 - 33
(a) All Coverages. Each insurance policy required by this Section 5.2 shall be occurrence-based or an alternate form as approved by the City Manager, and shall contain, or be endorsed to contain, the following provisions:
(i) City, its elected or appointed officials, employees and volunteers are to be covered as additional on the general liability and automobile liability policies. (ii) Collector’s insurance coverage shall be primary insurance as respects to City, its Officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by City, its Officers, officials, employees, agents or volunteers shall be excess of Collector’s insurance and shall not contribute with it. (iii) Coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to City.
(iv) Collector’s Insurance shall apply separately to each insured against whom claim is made or suit is brought, except for the limits of the insurer’s liability. (b) Worker’s Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against City, its Officers, officials, employees and volunteers for losses arising from work performed by Collector for City.

5.2.6 Acceptability of Insurers. Insurance is to be placed with Insurers with a current A.M. Best’s rating of no less than A:VII if admitted. If Pollution and/or Environmental Impairment and/or Errors and Omissions coverages are not available from an “Admitted” Insurer, a non-admitted insurance company may write the coverage, with City’s permission. A non-admitted company should have an A.M. Best’s rating of A: X or higher.

5.2.7 Verification of Coverage. Collector shall furnish City with endorsements effecting coverage required by this Section. The endorsements are to be signed by a person authorized by that insurer to bin coverage on its behalf. The Collector’s insurer may provide complete copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. All endorsements are to be received and approved by the City Manager before work commences.

5.2.8 Subcontractors. Collector shall include all subcontractors as Insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.

5.2.9 Other Provisions. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to City, its Officers, officials, agents, employees and volunteers.

5.3 FAITHFUL PERFORMANCE BOND
Collector shall file with City a bond, payable to City, securing Collector’s faithful performance of each of its obligations under this Agreement. The principal sum of the 58 3418562 - 34
bond shall be $500,000. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California, with a financial condition and record of service satisfactory to the City Manager and City Attorney. The bond shall be in a form specified by the City Attorney. Alternatively, Collector may deposit a letter of credit or open a certificate of deposit in the name of City to be held to secure Collector’s faithful performance. The performance bond shall be maintained in force for the duration of this Agreement. Collector shall pay the premium for any required bond.

5.4 FIDELITY BOND
Collector shall file with City a bond, payable to City, securing Collector’s fidelity and protection City from loss of revenues resulting from theft, embezzlement, fraud, or dishonesty of all employees of Collector. The principal sum of the bond shall be $500,000.

The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California, with a financial condition and record of service satisfactory to the City Manager and City Attorney. The bond shall be in a form specified by the City Attorney. Alternatively, Collector may deposit a letter of credit or open a certificate of deposit in the name of City to be held to secure this fidelity. The fidelity bond shall be maintained in force for the duration of this Agreement. Collector shall pay the premium for any required bond.

ARTICLE 6

COMPENSATION AND RATES

6.1 RATES
The Rates contained in Exhibit B (Schedule of Approved Rates), as they may be adjusted from time to time in accordance with this Agreement provide the compensation to Collector for services pursuant to this Agreement. The Rates are set by Collector and approved by City. The Rates contained in the Schedule of Approved Rates become effective January 1, 20214 (and each January 1 thereafter) irrespective of whether or not the services required by this Agreement are implemented and fully operational on or before that date. The Rates contained in the Schedule of Approved Rates for 2014-2016 are in lieu of the annual adjustment provided for in Section 6.2, but not any other Rate adjustment provided for in this Agreement.

6.2 ANNUAL ADJUSTMENT OF RATES

6.2.1 Commencing on January 1, 202517 and on each January 1 thereafter (the "Adjustment Date"), the Rates set forth in the Schedule of Approved Rates, as adjusted hereunder, shall be automatically adjusted by an amount equal to the percentage increase in the Consumer Price Index ("CPI") for All Urban Consumers-for the San Francisco, Oakland and San Jose metropolitan area as published by the Bureau of Labor Statistics for the 12-month period ending in Commented [AL7]: We have not historically carried this
bond and request that this be removed from the contract.

This type of bond is not typically included in Recology's waste collection contracts.
59 3518562 - 35
August, multiplied by the then-current rate for each service. At least thirty (30) days prior to the Adjustment Date, Collector shall notify City of the CPI adjustment to take effect on the Adjustment Date and shall provide City with its computations therefore.

6.3 SPECIAL RATE REVIEW

6.3.1 Collector is entitled to apply to City for consideration of a “Special Rate Review”, or City may initiate such a review, upon the occurrence of any events set forth in subsection 6.3.2. However, Collector shall seek no more than a single annual adjustment to become effective at the time of the CPI adjustment described in Section 6.2. Collector must submit its request for a Special Rate Review and complete cost and operational data in a form and manner specified by the City no later than July 1 of the year prior to the proposed effective date of any rate adjustment.

6.3.2 Collector ls entitled to apply to City for consideration of a Special Rate Review, or City may initiate such a review, should one or more of the following occur, and for no other reason whatsoever:
(a) Any Change in Law that was not reasonably known to Collector before the date of this Agreement, that Collector substantiates would result in a significant and direct increase in Collector’s cost of providing Collection Services to City. (b) Pursuant to Section 3.23, City mandates changes to operations or modifications of services, or new services.
(c) Changes in the Franchise Fee.
(d) Changes in the 'Tipping Fee' at the Devlin Road Recycling and Transfer Station, or other fees paid by Collector to non-affiliate third parties for the disposal or processing of Solid Waste, Recyclables or Green Waste only to the extent that the percentage change in the 'Tipping Fee' exceeds the percentage change in CPI from August 2023 through the August nearest the date the Special Rate Adjustment is requested. (e) Floods, earthquakes, war, civil unrest or other natural calamities outside of Collector’s control and having a significant ongoing impact on its cost of doing business in American Canyon.ꞏ

6.3.3 With regard to the occurrence described in (c), Collector shall be entitled to pass through the increased costs by an equal adjustment in its rates. With regard all other occurrences, Collector must request a Special Rate Review. Should Collector request a Special Rate Review, City shall have the right to review any or all costs associated with Collector’s services under this Agreement. In the event either party requests a modification of a Collection Service or other service provided pursuant to this Agreement, or additional services not currently included within this Agreement, Collector shall furnish City with complete, current and projected operating and other cost data for the modified or additional service. City reserves the right to require that Collector supply any additional 60 3618562 - 36
cost data or other information it may reasonably need to ascertain the appropriate Rate.

City further reserves the right to employ qualified independent consulting services to review data submitted by Collector. For Collector-initiated proposals for service modifications or additional services, Collector shall defray all City costs, including but not limited to City consultant and attorney expenses relating to the review.

6.3.4 With regard to rate increases based on occurrences set forth in Section 6.3.2(a), (b), (d) or (e), Collector shall bear the burden of justifying by Substantial Evidence any entitlement to a rate increase under this Section. If Collector meets its burden, Collector shall be entitled to a Rate increase in an amount sufficient to cover Collector's reasonable increased costs (or decreased revenues) resulting from such occurrences. In the event the City elects to employ a consultant for the purpose of review, reimbursement for associated review costs will not be included in any rate increase approved by the Council.

The Council's decision shall be final for purposes of Collector’s exercise of remedies under Section 6.4.

6.4 RESOLUTION OF DISPUTES REGARDING SPECIAL RATE REVIEWS This Section pertains only to Special Rate Reviews requested by Collector under the provisions of Section 6.3. If City rejects a special rate adjustment requested by Collector, grants a rate increase less than what was requested by Collector, or fails to act in a timely manner upon all or any part of Collector’s special rate adjustment application, then Collector’s sole remedy against City is to file a petition for writ of mandate pursuant to Code of Civil Procedure Section 1085. Collector expressly agrees that it does not have cause for action for damages against City.

6.5 NOTICE OF RATE INCREASES
Collector shall provide all Subscribers for whom Collector performs billing services with advance written notice of Rate increases, in the form of a bill insert at least thirty (30) days prior to the effective date of such increases. No rate increase is effective unless this notice is property given.

ARTICLE 7
BILLING, COLLECTION AND REMITTANCE; FRANCHISE FEE

7.1 CUSTOMER BILLING

7.1.1 Collector shall bill all customers for all services, whether regular or special.

Collector shall provide itemized bills, showing charges for all classifications of services, including the charges for late payment, service fees, rentals, rebates, etc. Billings shall be made monthly in arrears for all services to Residential or Commercial/lndustrial customers.

Collector shall not charge: (a) any amount in excess of the approved Rates for any services required or permitted to be performed by the terms of this Agreement; or (b) any 61 3718562 - 37
amount for any services required or permitted to be performed by the terms of this Agreement for which a Rate is not listed on the Schedule of Approved Rates. The approved Rates are those set forth in the Schedule of Approved Rates, as such schedule may be revised pursuant to the procedures set forth in Article 6.

7.1.2 Collector may levy Special Charges at the Rates provided in the Schedule of Approved Rates. Special Charges shall not be levied without prior notification to the Subscriber.

7.1.3 Collector may not bill for:
(a) Residential Premises cart exchanges specified in Section 3.4.2(a) as being free;
(b) Additional Recycling containers to Residential Premises pursuant to Section

3.4.2(b);

3.5;
(c) The free wheel-out service for eligible Subscribers specified in Section (d) The curbside bulky waste program services specified in Section 3.6 (including Freon removal);
(e) The Holiday tree collection specified in Section 3.7; (f) Theꞏ Collection Services for School Facilities and City Facilities specified in Sections 3.11 and 3.12;
(fg) The Household Hazardous Waste program services specified in Section 3.8; (gh) The collection of Recyclables or Organic Waste from Commercial/lndustrial Premises;
(hi) The public education services specified in Section 3.17; (ij) Or any other service which is described in this Agreement as being for no extra compensation to Collector.

7.2 DELINQUENT ACCOUNTS

7.2.1 Collector shall make diligent, good faith efforts to collect delinquent payments from Subscribers. Collector shall reconcile payments made by Subscribers to amounts billed to such Subscribers. City is not in any way responsible to assist Collector in collecting delinquent accounts, or in any way responsible to compensate Collector for revenues lost due to delinquent accounts.

7.2.2 Collector may discontinue service as follows: persons who have not remitted required payments within thirty (30) days after the date of billing shall be notified in writing 62 3818562 - 38
that services may be discontinued fifteen (15) days from the date of notice if payment is not made before that time. Collector may discontinue service in accordance with such written notice.

7.3 FRANCHISE FEE

7.3.1 In consideration of the rights granted Collector in this Agreement, Collector shall pay to City a Franchise Fee of eight and two-tenths percent (8.2% of the total Gross Rate Revenues for those fees and charges collected for Solid Waste, collection services, including any late fees or special charges. Sale of recyclables or interest will not be part of the Franchise Fee calculation. Payment shall be made monthly, based upon the actual receipts from the prior month. Payment shall be received no later than the last day of the following month. For example, payment for January’s receipts shall be due no later than the last day of February.

7.3.2 Collector shall also pay to City, as part of the Franchisee Fee, eight and two-tenths percent(8.2%) of Collector’s gross receipts from the collection of Construction and Demolition Waste, or such different amount as the City Council shall establish for all collectors of Construction and Demolition Waste. Collector shall remit the Franchise Fee as part of the Monthly Remittance specified in Section 7.4.

7.3.3 City reserves the right to increase the Franchise Fee at any time during the Term.

Nothing herein shall excuse Collector from paying City business license fees and other permits required to be paid pursuant to City, State or Federal Law.

7.4 COLLECTOR BILLING STATEMENT AND REMITTANCE

7.4.1 Collector shall prepare and provide to City a monthly statement and a Monthly Remittance by the last day following each month of Collection Service. The monthly statement, which shall be in the form determined by the City Manager, shall set forth the basis and calculations used for computing the amount due, in the following format:
+ Gross Rate Revenues received by Collector for the current billing period (including number of accounts in each Rate class, and total number for each type of special charge and late fees)
+ Revenue collected during the previous service period from collection of Construction and Demolition Waste
x eight and two-tenths percent (8.2%) = Franchise Fee
Collector then calculates Monthly Remittance due to City as follows: Franchise Fee payment
+ unpaid liquidated damages assessed by City against Collector = Monthly Remittance to City
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7.4.2 Collector shall provide a brief summary of the number and duration of delinquent accounts by Subscriber class with each Monthly Remittance submitted to City pursuant to this Section 7.4. ꞏ

7.5 DISPUTES REGARDING REMITTANCES

7.5.1 No acceptance of any payment by City shall be construed as an accord that the amount is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim City may have against Collector for any additional sums payable under the provisions of this Agreement. All amounts paid shall be subject to independent audit and recomputation by City. If, after audit, such recomputation indicates a Franchise Fee underpayment, Collector shall pay to City the amount of the underpayment within ten days of receipt of written notice from City that such is the case. In addition, Collector shall pay interest on any underpayment at the highest rate allowed by law. Such interest shall commence accruing on the date the underpayment would have originally been due. If, after audit, such recomputation indicates a Franchise Fee underpayment of more than two and one half percent (2.5%), Collector shall reimburse City for all reasonable costs and expenses incurred in connection with the audit and recomputation, within ten days of receipt of written notice from City that such is the case.

If, after audit, such recomputation indicates a Franchise Fee overpayment, City shall notify Collector in writing of the amount of the overpayment, less costs and expenses incurred in connection with the audit and recomputation. Collector may offset the payment or payments (as appropriate) next due following receipt of such notice by the amount specified therein. In case of dispute between City and Collector regarding any amounts due, Collector shall pay the amount claimed by City as due and notify City in writing at the time of payment as to any portion that is paid under protest, specifying the basis of its claim of overpayment:

7.5.2 If either party disputes any amount remitted pursuant to this Article, the disputing party shall provide the other party with a written objection within fifteen (15) days of receipt of the remittance, indicating the reasons for the disputing party’s objection to or disagreement with such amount. If the parties are not able to resolve such dispute within thirty (30) days after the disputing party’s objection, either party may pursue further legal action pursuant to Section 11.5. Nothing contained in this Section shall limit City or any authorized officer of City or any other governmental agency from raising a further objection to any amount billed by Collector as a result of an audit conducted pursuant to Section 8.3.

ARTICLE 8

FINANCIAL RECORD KEEPING AND REPORTING REQUIREMENTS

8.1 ACCOUNTING AND RECORDS
Collector shall maintain in Its office full, complete and separate financial, statistical and accounting records, pertaining to cash, billing, disposal, and processing transactions for 64 4018562 - 40
City, prepared on a cash basis, and otherwise in accordance with generally accepted accounting principles. Such records shall be subject to audit and inspection. The Gross Rate Revenues derived from the provision of Collection Services, whether such services are performed by Collector or by a subcontractor or subcontractors, shall be recorded as revenues in the accounts of Collector. Collector shall maintain and preserve all cash, billing, disposal, and Processing records for a period of not less than three (3) years following the close of each of Collector’s fiscal years

8.2 RIGHT TO INSPECT RECORDS
City and its authorized Officers, agents or employees, shall, during normal business hours and upon the provision of reasonable advance notice, have the right to review and inspect Collector’s records and enter Collector’s premises for the purposes of such review. City shall have the right to inspect or review disposal fee charges, compliance with service classifications, income tax returns, payroll tax reports, route maps, subscriber lists, specific documents or records required pursuant to this Agreement, or any other similar records or reports of Collector that the City Manager shall deem, in his or her sole discretion, necessary to evaluate financial data or reports.

8.3 ANNUAL AUDIT OF BILLINGS
If warranted by City’s review of the financial records prepared by Collector, City may, in its sole discretion, retain an independent certified public accountant to conduct an independent audit of billings of Subscriber accounts. The independent audit shall be conducted to determine and verify that each Subscriber is receiving the level of service for which they are billed by examining a statistically significant sample of Subscribers.

Collector shall cooperate fully with City and its agents in the performance of the Independent audit, including providing full and timely access to all required records, data and other information. Collector shall bear the reasonable cost of such an independent audit.

ARTICLE 9

OTHER RECORD KEEPING AND REPORTING REQUIREMENTS

9.1 RECORD KEEPING

9.1.1 Collector shall maintain in its office records of the quantities of (i) Solid Waste collected and disposed under the terms of this Agreement, (ii) Recyclables, by type, collected, purchased, processed, sold, donated or give for no compensation, and residue disposed, and (iii)Organic Waste collected, received, purchased, processed, sold, donated or given for no compensation, and Residue disposed. The records shall be subject to the inspection provisions provided in Section 10.1.

9.1.2 Collector shall maintain an auditable journal recording each instance that Solid Waste, Organic Waste or Recyclables are not collected incompliance with the terms of this Agreement or applicable ordinance or regulation. The journal shall include the reason 65 4118562 - 41
for non-collection, including but not limited to instances of Hazardous Waste found in the Solid Waste, Organic Waste or Recyclables. The journal shall be subject to the inspection provisions provided in Section 10.1.

9.1.3 Collector’s refusal or failure to file (after written notice requesting Collector to do so) any of the reports required, or to provide required information to City, or the inclusion of any false or misleading statement or representation by Collector in such report, shall be deemed a material breach of this Agreement, and shall subject Collector to all remedies, legal or equitable, which are available to City under this Agreement or otherwise.

9.1.4 All reports and records required under this or any other Article shall be furnished at the sole expense of Collector.

9.2 MONTHLY DOCUMENTS
Collector shall compile and keep the following documents by month, and shall deliver the documents to the City Manager within ten (10) days of a request by the City Manager:
(a) copies of disposal facility weight tickets/invoices which indicate the net amount of all Solid Waste disposed during the reporting month, typical fees paid, and where the waste was disposed of, by route; and
(b) copies of facility weight tickets/invoices, which indicate the net amount of all Recyclables and Organic Waste diverted from disposal facilities during the reporting month, typical fees paid, and where the Recyclables and Organic Waste were delivered, by route.

9.3 QUARTERLY REPORTING
Collector shall compile and keep the following information for each month during the quarter and shall deliver a written report thereon, signed by an officer of Collector, to the City Manager on a quarterly basis. Quarterly reports shall be submitted no later than the 25th of the month Immediately following the end of the quarter. The first quarterly report shall be due on or before AprilJuly 25, 202403, and shall include information for the second first quarter of 202403. Quarterly reports shall be submitted in hard copy, and shall also be provided electronically in a format and using software acceptable to City. (a) Solid Waste Data. The average number of daily set-outs, The number of tTons collected by Collector pursuant to this Agreement and delivered to the Designated Disposal Site, number of service accounts and number of Solid Waste Containers distributed by size and Subscriber for each separate Subscriber class and for each free facility service.
(b) Recycling Data. The daily average ofnumber of gross tTons collected by material type and by route for Residential Premises, Commercial/Industrial Premises, and for facilities receiving free service; the average number of daily set-outs by route; the total set- outs and Tonnages, by material type and by route for the quarter; the average 66 4218562 - 42
participation rates over the quarter relative to the total number of Subscribers in terms of weekly set-out counts; quarterly totals of Recyclables processed and sold including facility name and location, average price received per Ton and total Recycling Revenue received for the quarter by material type (and grade where appropriate); any quantities, by material type, donated or otherwise disbursed without compensation; number of Recyclables Containers distributed by size and Subscriber type; quantities, by material type, collected at Collector operated buy-back and drop-off Recycling operations used by American Canyon residents; and quarterly totals and location for Residue disposed. (c) Organic Waste Data. The average dailynumber of gross tTons collected by routefor Residential Premises, Commercial/Industrial Premises, and for facilities receiving free service; the average daily number of set-outs by route; the average participation rates over the - quarter relative to the total number of Subscribers in terms of weekly set-out counts; the - number of Green Waste Containers distributed by size and Subscriber type; and quarterly totals and location for Residue disposed. (d) Household Hazardous Waste Data. Data on Household Hazardous Waste types and quantities collected through this Agreement in a form consistent with California Integrated Waste Management Board Form 303 and including addresses of all City residents using the Household Hazardous Waste program during the reporting period. (de) Customer Service Data. The number of praises, compliments, and problems encountered with collection and processing activities; type and number of non-collection notices left at Subscribers locations.Complaint Log. A copy of the Complaint Log maintained pursuant to Section 3.19 of this Agreement, including a summary of the type and number of complaints.
(ef) Diversion Rate. Collector shall provide documentation acceptable to City stating and supporting the calendar quarter’s diversion rate.Problems and Actions Taken.

Narrative summary of problems encountered with collection, disposal, and processing activities and actions taken; report shall indicate the type and number of notification tags left at Subscriber accounts, instances of property damage or injury, poaching or scavenging, significant changes in operation, market factors, publicity conducted, or needs for publicity; description of processed material loads rejected for sale, reason for rejection and disposition of load after rejection. (fg) Public Education and Information Activities. Collector shall report on all public education and information activities planned for the upcoming period, including distribution of bill inserts, collection notification tags, community information and events, school visits, tours and other activities related to the provision of services under this Agreement.Disposal Summaries. Summaries of the net amount of all Solid Waste disposed during the reporting period, typical fees paid, and where the waste was disposed of, by residential and commercial service sectors. City may review all supporting documentation (which Collector shall retain} for Collector’s summaries on Collector’s business premises after giving 48 hours written notice of such a request. 67 4318562 - 43
(gh) AB 341 and 1826 Compliance Data. Collector shall report the total number of Commercial/Industrial Premises serviced and identify whether they are compliant.Market Price. Average market prices for each material sold, and processing charges or acceptance fees for Green Waste, Recyclables, and other applicable materials.

9.4 ANNUAL REPORTING
Annual reports shall be submitted no later than March 1st for the previous calendar year with the first annual report due on or before March 1, 20042024. Annual reports hall be submitted in hard copy, and shall also be provided electronically in a format and using software acceptable to City. The annual report shall summarize the numerical information contained in the quarterly reports. In addition, the annual reports shall include:
(a) A summary of the prior year’s monthly Franchise Fee payments. (b) Account data including the number of accounts, account names and addresses of collection locations per each service category.
(c) An annual summary of Solid Waste Data. The number of tons collected by Collector pursuant to this Agreement and delivered to the Designated Disposal Site. (d) An annual summary of Recycling Data. The number of gross tons collected by material type for Residential Premises, Commercial/Industrial Premises, and for facilities receiving free service; quarterly totals of Recyclables processed and sold, average price received per Ton and total Recycling Revenue received for the quarter by material type (and grade where appropriate); any quantities, by material type, donated or otherwise disbursed without compensation; number of Recyclables Containers distributed by size and Subscriber type; quantities, by material type, collected at Collector operated buyback and drop-off Recycling operations used by American Canyon residents; and quarterly totals and location for Residue disposed.
(e) An annual summary of Organic Waste Data. The number of gross tons collected for Residential Premises, Commercial/Industrial Premises, and for facilities receiving free service.
(f) An annual summary of Customer Service Data. The number of praises, compliments, and problems encountered with collection and processing activities; type and number of non-collection notices left at Subscribers locations. (g) An annual summary of Diversion Rate. Collector shall provide documentation acceptable to City stating and supporting the annual diversion rate. (h) AB 341 and 1826 Compliance Data. Collector shall report the total number of Commercial/Industrial Premises serviced and identify whether they are compliant. 68 4418562 - 44
(c) An updated complete inventory of collection and major processing equipment including stationary, rolling stock and collection containers by type and size. (d) Public education and information activities undertaken during the year, including distribution of bill inserts, non-collection notification tags, and community information and events, tours and other activities related to the provision of Collection Services. The report shall discuss the Impact of these activities on Recycling and Organic Waste participation and amounts collected.
(e) An analysis of Residential and Commercial Recycling collection, processing and marketing issues or conditions (such as participation, setouts, contamination, etc.} and possible solutions.
(f) As necessary, recommendations for program modifications or new programs including cost estimates to meet Diversion mandates specified in the Act. (g) A list of Collector’s Officers and members of its board of directors. (h) A list of stockholders or other equity investors holding five percent (5%)or more of the voting interest in Collector and any subsidiaries.

9.5 ADVERSE INFORMATION

9.5.1 Collector shall provide City two (2) copies of all reports or other material relating to this Agreement or the Collection Services which contains information that might be adverse to Collector, City, one or more Subscribers, or the performance of this Agreement, that are submitted by Collector to the United States Environmental Protection Agency (EPA), the California Integrated Waste Management Board (CIWMB), or any other federal, State, or local agency. Copies shall be submitted to City simultaneously with Collector’s filing of such matter with those agencies. Collector’s routine correspondence to those agencies need not be automatically submitted to City, but shall be made available to City upon written request.

9.5.2 Collector shall submit to City copies of all pleadings, applications, notifications, communications and documents of any kind, submitted by Collector to, asꞏ well as copies of all decisions, correspondence and actions by, any federal State and local courts, regulatory agencies and other government bodies relating specifically to Collector’s performance of services pursuant to this Agreement. Any confidential data exempt from public disclosure under the California Public Records Act shall be retained in confidence by City and its authorized agents and shall not be made available for public inspection unless otherwise ordered by a court of law.

9.6 ADDITIONAL REPORTING

9.6.1 Collector shall furnish City with any additional reports as may reasonably be required that sets forth all information required by City including, but not limited to, any 69 4518562 - 45
Recycling, Organic Waste, or Household Hazardous Waste activities. These reports shall be prepared and submitted in the form specified by the City. Collector shall bear the cost of such additional reporting.

9.6.2 When placing debris boxes for customers in the public right- of-way (for example, on city streets), Collector shall ensure that the box is placed in a location that does not interfere with traffic, line of sight, or otherwise present a potential hazard. Within one business day of placing debris boxes for customers, Collector shall notify City of the location of such placement. If the City determines placement of the box represents a potential hazard and notifies Collector of such, Collector will remove or relocate the box within one business day.

9.7 OTHER RELATED REQUIREMENTS

9.7.1 Waste Characterization Studies. Collector shall cooperate with and assist City in the performance, if and as needed, of periodic waste characterization studies.

9.7.2 Collection Monitoring. Collector shall monitor Its collection of Recyclables and Organic Waste to identify occurrences of, and to prevent, contamination of Recyclables and Green Waste. Collector shall allow a person designated by the City Manager to ride with Collector’s collection vehicles on any route or routes. The City Manager will inform Collector at least one (1) week in advance of the date of route monitoring.

9.8 MODIFICATION OF REPORTING REQUIREMENTS
The reporting requirements set forth in this Article 9 may be modified, either in regards to the type of information collected or the frequency of reporting it to the City, upon request by Collector and with the written approval of the City Manager.

ARTICLE 10
INSPECTION, REVIEW, AND AUDIT OF FACILITIES AND OPERATIONS;

CONFIDENTIALITY

10.1 INSPECTION BY CITY
The City Manager shall have the right on reasonable notice to observe and review Collector’s operations equipment, and to enter Collector’s premises for the purposes of such observations and review at any time without prior notification.

10.2 PERIODIC REVIEW
City will periodically review the performance of Collector based on Subscriber complaints, timely payment of sums due, statistical reporting, program progress, etc. This review will be conveyed to the Council, and Collector may review the report and submit its own statement.

10.3 CONFIDENTIALITY
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City shall treat all information disclosed or made available for inspection by Collector under this Agreement that affects the competitive position of Collector or is otherwise considered a trade secret or proprietary as confidential information to the extent permitted by law. By way of example but not in limitation, the following types of information shall be confidential to the extent permitted by law: (1) how Collector routes its vehicles in order to provide collection services within the City; (2) the provisions of contracts with customers for collection services; (3) the Collector’s consolidated audited financial statements or the audited financial statements of Collector’s affiliates that are not provided in support of a rate adjustment; and (4) individual wages, salaries, bonuses and benefits. City shall not use such confidential information for any reason or in any manner other than as contemplated under the rate review provisions of this Agreement. City shall not disclose such confidential information to any third party except on a ꞏneed-to-know” basis and then only after receiving the prior written approval of the Collector and a confidentiality agreement from the third party similar hereto. Notwithstanding the foregoing, in the event City receives any requests for disclosure of Collector’s information under applicable state public records disclosure law, City shall notify Collector in writing of such request after consideration of the public interest in disclosure of the requested information. The Collector shall respond in writing within ten (10) days of the City’s notice whether the requested information should be released or defended as exempt from disclosure under such law. If Collector elects to defend the exemption of the requested information from public disclosure, City shall not release or disclose such information and Collector shall assume all responsibilities for such defense.

ARTICLE 11 BREACH AND TERMINATION

11.1 DEFAULT; NOTICE

11.1.1 All terms and specifications of this Agreement are material and binding, and failure to perform any portion of the work described herein shall be considered a breach of this Agreement. Subject to the extensions of time set forth in Section 11.8, and to the notice provisions of subsection 11.1.2, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence during the cure period.

11.1.2 Neither party may exercise any rights or remedies upon a default by the other party, unless and until such default continues for a period of seven (7) days after written notice thereof from the non-defaulting party. If the nature of the default is such that more than seven (7) days are reasonably required for its cure, then the defaulting party shall not be deemed to be in default if it has commenced a cure within the seven (7) day period and thereafter diligently prosecutes such cure to completion within thirty (30) days after receipt of written notice thereof, or for such longer period as mutually agreed upon between Collector and City in the event the default cannot reasonably be cured within thirty (30) days. No such additional time to cure shall be allowed for failure to pay any 71 4718562 - 47
amount due to City under this Agreement, or if the nature of the default is such that the health, welfare, or safety of the public is endangered as determined by the City Manager.

The notice of default shall specify the default complained of by the injured party. In the event of any conflict between the cure periods set forth in this subsection 11.1.2 and any shorter cure periods set forth in an applicable Section of this Agreement, the shorter longer period shall control.

11.1.3 Delay in giving a notice of default shall not constitute a waiver of any default nor shall it change the time of default. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, nor deprive either party of Its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.

11.2 NOTICE BY CITY; RESPONSE; RESOLUTION; APPEAL

11.2.1 Notice: Response. If the City Manager determines that Collector’s performance pursuant to this Agreement may not be in conformity w h the provisions of this Agreement, the Act (including, but not limited to requirements for Diversion, source reduction and Recycling as to the waste stream subject to this Agreement), or any other Applicable Law, including but not limited to, the laws governing transfer, storage or disposal of Solid Waste or Hazardous Waste, the City Manager may advise Collector in writing of such suspected default in accordance with subsection 11.1.2, specifying the default in reasonable detail (the “Notice of Default”), and including the time within which Collector is to cure the default and respond, in accordance with subsection 11.1.2. Collector may request additional time to cure the default; City shall not unreasonably deny any such request.

11.2.2 Review by City Manager: Notice of Appeal.
(a) The City Manager shall review any written response from Collector and decide the matter or refer the matter to the City Council for consideration pursuant to this Section. If the City Manager’s decision is adverse to Collector, the City Manager may order remedial actions to cure any deficiencies, or invoke any other remedy in accordance with this Agreement and, in the event the City Manager determines that there has been a material breach and that termination is the appropriate remedy, terminate this Agreement The City Manager shall promptly inform Collector of the City Manager’s decision. In the event the decision is adverse to Collector, the City Manager shall inform Collector, in writing, of the specific facts found and evidence relied on, and the legal basis in provisions of this Agreement or other laws, for the City Manager’s decision and any remedial action taken or ordered. An adverse decision by the City Manager shall be final (for purposes of the City’s determination of a breach) unless Collector files a “Notice of Appeal” with the City Clerk (with copies to the City Manager and City Attorney) within seven (7) days of receipt of the notification of the adverse decision by the City Manager. (b) In any “Notice of Appeal” to the City Council, Collector shall state all of its factual and legal contentions, citing provisions of this Agreement or other laws to support its 72 4818562 - 48
contentions. Within twenty-one (21) days of the filing of the Notice of Appeal with the City Clerk, Collector shall deliver to the City Clerk three (3) copies of all relevant affidavits, documents, photographs and videotapes that Collector may choose to submit.

11.2.3 City Council Hearing. If a matter is referred by the City Manager to the City Council, or an adverse decision of the City Manager is appealed to the City Council by Collector, the City Clerk shall set the matter for hearing before the City Council. The City Clerk shall give Collector thirty (30) days written notice of the time and place of the hearing. At the hearing, the City Council shall consider the administrative record, including the following:
(a) A staff report by the City Manager, summarizing the proceedings to date and outlining the City Council’s options;
(b) The City Manager’s written Notice of Default;
(c) Collector’s response to the Notice of Default;
(d) The City Manager’s written notification to Collector of adverse Decision;
(e) Collector’s Notice of Appeal to the City Clerk; and (f) Any evidence submitted by Collector pursuant to paragraph (b) of subsection

11.2.2. No new legal issues may be raised, or new evidence submitted by Collector at this or at any further point in the proceedings, absent a showing of good cause. Collector’s representatives and other interested persons shall be provided a reasonable opportunity to be heard.

11.2.4 City Council Determination. Based on the administrative record, the City Council shall determine by resolution, supported by written findings, whether the decision or order of the City Manager should be upheld. A tie vote of the City Council shall be regarded as upholding the decision of the City Manager. If, based upon the administrative record, the City Council determines that the performance of Collector is in breach of any provision of the Agreement or of any applicable federal, State or local statute or regulation, the City Council, in the exercise of its discretion, may order Collector to take remedial actions to cure the breach or impose any other remedy in accordance with this Agreement, including but not limited to termination. The decision or order of the City Council shall be final, and it shall be deemed that Collector has exhausted all administrative remedies and Collector’s sole remedy against City is to file a petition for writ of mandate pursuant to Code of Civil Procedure Section 1094.5.

11.2.5 Continued Performance Collector. Collector’s performance under this Agreement is not excused during the period of time prior to a final determination as to whether or not Collector’s performance is in material breach of this Agreement, of the time set by City for Collector to discontinue a portion or all of Its services pursuant to this Agreement. 73 4918562 - 49

11.3 TERMINATION FOR CAUSE

11.3.1 City reserves the right to terminate this Agreement in the event that Collector falls to cure any default within the applicable cure periods, including but not limited to the following:
(a) If Collector violates any material provision of any Applicable Law; (b) if Collector fails to maintain the insurance required by Section 5.2, or fails to maintain one or both of the bonds required by Sections 5.3 and 5.4, or fails to pay to City any monies due City pursuant to this Agreement. and fails to remedy such default within fifteen (15) business days after written notice thereof from City; (c) If there is a seizure or attachment (other than a prejudgment attachment) of, or levy affecting possession on, the operating equipment of Collector, including without limit its vehicles, maintenance or office facilities, or any part thereof of such proportion as to impair Collector’s ability to perform under this Agreement and which cannot be released, bonded, or otherwise lifted within forty-eight (48) hours excluding weekends and Holidays; (d) if Collector fails to provide reasonable assurances of performance as required under Section 11.9;
(e) if Collector fails to notify City in a timely manner of any receipt of notice of violation or official communication from those regulatory agencies regulating Solid Waste, Recyclables, and Organic Waste collection, transportation, processing or disposal activities, or street sweeping activities;
(f) if Collector violates any orders or filings of any regulatory body having jurisdiction over Collector relative to this Agreement, provided that Collector may contest any such orders or filings by appropriate proceedings conducted in good faith, in which case no breach of this Agreement shall be deemed to have occurred until a final decision adverse to Collector is entered;
(g) if Collector ceases to provide collection service as required . under this Agreement over all or a substantial portion of the area within the City, for a period of two (2) days or more, for any reason within the control of Collector, including but not limited to labor disputes;
(h) if Collector fails to make any payment required under this Agreement and/or refuses to provide City with required information, reports, and/or records in a timely manner as provided for in this Agreement;

11.3.2 Notwithstanding Section 11.1, City reserves the right to terminate this Agreement. without the need to provide Collector an opportunity to cure, in the event of any of the following:
74 5018562 - 50
(a) if Collector practices, or attempts to practice, any fraud or deceit upon City, or practiced any fraud or deceit or made any misrepresentations in the negotiations which preceded the execution of this Agreement
(b) if Collector has received three (3) or more written Notices of Default in any twelve (12) month period, irrespective of whether or not the act or omission set forth in the notice was corrected or remedied within the time set forth in the notice, but excluding notices where, after investigation, the City Manager or City Council has determined that no default occurred.

11.4 LIQUIDATED DAMAGES

11.4.1 All time limits and acts required to be done by this Agreement are essential elements of this Agreement. Should Collector fail to perform or complete the work required to be done at the time set forth in this Agreement, it is mutually understood and agreed that the public will necessarily suffer damages and that such damages, from the nature of the default in performance will be extremely difficult and Impractical to fix. City finds, and Collector agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which will be incurred by City as a result of a material breach by Collector of its obligations under this Agreement. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that:
(a) substantial damage results to members of the public who are denied services or denied quality or reliable service;
(b) such breaches cause inconvenience, anxiety, frustration and deprivation of the benefits of this Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity, which are incapable of measurement in precise monetary terms:
(c) services might be available at substantially lower costs than alternative services, and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (d) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches.

11.4.2 In the event that Collector fails to perform Collection Services hereunder for any reason, including termination of the contract, such that there is a complete or near complete cessation in Collection Services, the City Council may, in its discretion, assess liquidated damages not to exceed the sum of Five Thousand Dollars ($5,000.00} per day, for each calendar day that service is not provided by Collector in accordance with this Agreement. The liquidated damages schedule set forth in Section 11.4.4 shall not apply in the event of such a complete or near complete cessation of services. An exception may be made in the event of a natural calamity, such as floods or earthquakes that are beyond 75 5118562 - 51
the control of collector. However, in making this exception, Council will consider the impacts of Collector’s Contingency Plan, as set forth in Section 4.2.

11.4.3 In the event that Collector fails to fully implement and make operational all services and programs required by this Agreement, including but not limited to the automated collection of Solid Waste, Recyclables, and Organic Waste from Residential Premises, Household Hazardous Waste Program, on or before June 1, 2003. and for each day thereafter that all such services and programs are not fully implemented and operational in accordance with this Agreement, the City Council may, in its discretion, assess liquidated damages not to exceed the sum of Two Thousand Dollars ($2000.00) per day.

The liquidated damages schedule set forth in subsection 11.4.4 shall not apply in the event of such a failure to timely implement the services and programs required by this Agreement.

11.4.34 The City Manager may impose the following liquidated damages upon Collector, in addition to any other available remedies City may have.

Occurrence Amount per Occurrence
For each failure to commence service to a
Subscriber account within ten (10) days
after requestorder
$25
For each failure to collect Solid Waste,
Organic Waste, or Recyclables which
have been properly delivered set out for
collection, from an established Subscriber
account on the scheduled collection day, if
Collector has not returned . In lieuof
damages, Collector may collect the
Subscriber’s material within the time
periods set forth in 3.19.3
$25
For each occurrence of excessive noise
(as measured by a decibel meter)
$25
For each occurrence of verified
discourteous behavior
$25
For each failure to immediately clean up
material spilled by Collector from Solid
Waste, Recycling or Organic Waste
Containers. However, in verifying this
occurrence, consideration will be given to
documented incidences of the Subscriber
having insufficient service.
$25
For each occurrence of collecting Solid
Waste, Recyclables or Organic Waste
during unauthorized hours, particularly
before the normal hours. Exceptions shall
$25
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be considered in the event of an
unanticipated emergency or if the after
hours collection is to accommodate a
skipped or missed collection.

For each failure to respond to a validated
Subscriber complaint within the applicable
time period.
$50
For each failure to have collection workers
dressed in suitable and acceptable
uniform clothing and badge or other
method of identification (per employee per
day).
$25
For each failure to remedy a complaint
which is found to be justified by the City
Manager within two (2) business days
after notification by the City Manager (per
day)
$100
For each failure to maintain any collection
vehicle in accordance
with the specifications in this Agreement
after twenty-four (24) hours notification by
the City Manager (per vehicle per day
used in performance of this Agreement)
$50
For each failure to notify the City Manager
of any material condition that could lead to
a breach or termination of the contract, as
set forth in subsection 9.5 or this Article 11
(each day)
$100
For each business day a report is late (any
report shall be considered late until such
time the City receives a materially correct
and complete report)
$25

11.4.45 Commencing January 1, 202405, and each January 1 thereafter, the amounts set forth in subsections 11.4.2 and 11.4.4 shall automatically increase by the percentage increase in the Consumer Price Index for the preceding twelve (12) month period, and rounded to the nearest whole dollar.

11.4.56 City may determine the occurrence of events giving rise to liquidated damages through the observation of its own employees or representative, by Collector’s reports, or by investigation of Subscriber or resident complaints. The actual cost of investigation by the City Manager of any failure or violation may be assessed in addition 77 5318562 - 53
to the above schedule of liquidated damages, computed at the then current rate per hour of staff time plus any direct costs. If City equipment is used to pick up misses or respond to complaints, all direct costs plus staff time (including overhead) shall be charged to Collector.

11.4.67 City finds, and Collector acknowledges and agrees, that the abovedescribed liquidated damages provisions represent a reasonable sum in light of all of the circumstances. These liquidated damages sums shall be applicable to each calendar day of delay during which Collector has been found by the City Manager to be in breach of this Agreement. If the City Manager assesses such liquidated damages, the City Manager shall so notify Collector in writing and send a copy of the notice to the City Finance Director. Collector shall have the right to appeal the City Manager’s determination pursuant to the procedures set forth in Section 11.2 for appeal of a decision of the City Manager regarding a notice of default. Any such appeal must be made within ten (10) days after the City Manager has notified Collector of his/her determination to levy liquidated damages. The decision of the City Council shall be final and binding.

11.5 INSTITUTION OF LEGAL ACTIONS
In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement, including but not limited to injunctive relief, except that there shall be no right to terminate this Agreement except as set forth in Sections 2.4 and 11.3 of this Agreement. Both parties recognize and agree that in the event of a breach under the terms of this Agreement by Collector, City may suffer irreparable injury and incalculable damages sufficient to support injunctive relief to enforce the provisions of this Agreement and to enjoin the breach thereof. Should City institute any action for damages, however, any such claim for damages shall be offset by the amount of liquidated damages assessed pursuant to Section 11.4 and paid to City by Collector, to the extent such liquidated damages apply to the matter for which the action was filed.

11.6 CUMULATIVE RIGHTS
City’s rights to terminate this Agreement or to impose liquidated damages are in addition to any other rights of City upon a failure of Collector to perform its obligations under this Agreement.

11.7 EXTENSION OF TIME OF PERFORMANCE
Notwithstanding any other provision of this Agreement, the City Manager, in his or her sole discretion, may authorize the extension of any of the time periods set forth in this Agreement, for a period not to exceed sixty (60) days. No such extension shall be valid unless in writing and signed by the City Manager.

11.8 EXTENSION OF TIME OF PERFORMANCE DUE TO ENFORCED DELAY 78 5418562 - 54

11.8.1 In addition to specific provisions of the Agreement, performance by any party hereunder shall not be deemed to be in default, in the event they are prevented from so performing by reason of floods, earthquakes, tsunamis, other “Acts of God”, war, civil insurrection, riots, and other similar catastrophic events that are beyond the control of and not the fault of the party claiming excuse from performance hereunder, which such party could not have avoided by exercising due diligence and care and regarding which such party shall use all reasonable efforts that are practically available to it in order to correct such condition.

11.8.2 None of the following are to be considered an excuse from performance, and Collector shall be obligated to continue to provide service notwithstanding the occurrence of any or all of such events: (a) general economic conditions, interest or inflation rates, or currency fluctuation or changes in the cost of fuel, commodities, supplies or equipment; (b) changes in the financial condition of Collector or any of its subcontractors affecting their ability to perform their obligations; (c) the consequences of errors, neglect or omissions by Collector, or any subcontractor;(d) failure of any subcontractor or supplier to furnish labor, materials, service or equipment; (e) equipment failure; (f) changes in market prices for, or the unavailability of markets for, the sale or purchase of Recyclables; (g) the availability of any disposal site or Processing facility; (h) labor unrest, including but not limited to strike, work stoppage or slowdown, sickout, picketing, or other concerted job action conducted by Collectors employees or directed at Collector, or a subcontractor.

In the case of labor unrest or job action directed at a third party over whom Collector has no control, however, ‘the inability of Collector to make collections due to the unwillingness or failure of the third party to provide reasonable assurance of the safety of Collectors employees while making collections or to make reasonable accommodations regarding Container placement and point of delivery, time of collection: or other operating circumstances to minimize any confrontation with pickets or the number of persons necessary to make collections, shall to that limited extent, excuse performance. The foregoing excuse shall be conditioned on Collector’s cooperation in making collection at different times and in different locations.

11.8.3 Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of time reasonable in light of the enforced delay.

The extension of time shall commence to run from the time of the commencement of the cause, so long as the party claiming the extension has notified the other party in writing of the nature of the matter constituting the enforced delay within two (2) days after such party has notice of such cause, giving the other party notice of the facts constituting such cause and asserting its claim to excuse under this Section 11.8.

11.8.4 The partial or complete interruption or discontinuance of Collector’s services caused by one or more of the events described in this Section 11.8 and constituting an excuse from performance shall not constitute default by Collector under this Agreement.

Notwithstanding the foregoing, however, (i) the existence of an excuse from performance shall not affect City’s rights under Section 11.6 and (ii) if Collector is excused from 79 5518562 - 55
performing its obligations hereunder for any of the causes listed in this Section 11.8 for a period of thirty (30) days or more, other than as the result of third party labor disputes where service cannot be provided for reasons described in subsection 11.8.2, City shall nevertheless have the right, in its sole discretion, to terminate this Agreement by giving ten (10) days notice, in which case the provisions of Section 11.11 shall apply.

11.9 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE
If Collector is (i) the subject of any labor unrest including work stoppage or slowdown, sickout, picketing or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to regularly pay Its bills as they become due; or (iii) is the subject of a civil or criminal investigation, charge, or judgment or order entered by a federal, state, regional or local agency for violation of a law relating to performance under this Agreement, and City Council believes in good faith that Collector’s ability to perform under this Agreement has thereby been placed in substantial jeopardy, City may, at its option and in addition to all other remedies it may have, demand from Collector reasonable assurances of timely and proper performance of this Agreement, in such form and substance as the City Council believes in good faith is reasonably necessary in the circumstances to evidence Collector’s continued ability to perform under this Agreement if Collector fails or refuses to provide satisfactory assurances of timely and proper performance in the form and by the date required by City, such failure or refusal shall be a basis for termination for cause pursuant to Section 11.3.

11.10 CITY’S RIGHT TO PERFORM UPON DEFAULT

11.10.1 City’s Right to Perform. In addition to any and all other legal or equitable remedies, in the event that Collector, for any reason whatsoever, fails, refuses or is unable to perform any Collection Service at the time and in the manner provided in this Agreement, and If, as a result thereof, Solid Waste accumulates in the City to such an extent, in such a manner, or for such a time that the City Manager finds that such accumulation endangers or menaces the environment, public health, safety or welfare, then City shall have the right, but not the obligation, upon twenty-four (24) hours prior notice to Collector, to do either one or both of the following during the period of such emergency as determined by City Manager: (i) cause to be performed such services with other personnel without liability to Collector; (ii) to take possession of any or all of Collector’s equipment used or useful in providing one or more of the Collection Services and to provide one or more of the Collection Services. Should City take possession of Collector’s equipment pursuant to this Section 11.10, City shall exercise reasonable, ordinary care in the use of the equipment. Any action by City pursuant to this Section

11.10 shall be without payment to Collector.

11.10.2 Notice. Notice of Collector’s failure, refusal or neglect to perform one or more Collection Services may be given orally by telephone to Collector at its principal office and shall be effective Immediately. Written confirmation of such oral notification shall be sent to Collector within twenty-four (24) hours of the oral notification. 80 5618562 - 56

11.10.3 Collector’s Cooperation. Collector further agrees that in such event:
(a) It shall fully cooperate with City to affect the transfer of possession of property to City for City’s use.
(b) It shall, If City so requests and to the extent feasible,. keep in good repair and condition all of such property, provide all motor vehicles with fuel, oil and other service, and provide such other service as may be necessary to maintain the property in operational condition.

11.10.4 Not a Taking by City. City’s exercise of its contractual rights under this Section 11.10: (i) does not constitute a taking of private property for which compensation must be paid; (ii) shall not create any liability on the part of City to Collector, and (iii) does not exempt Collector from the indemnity provisions of Section 5.1, which are meant to extend to circumstances arising under this Article 11, provided that Collector is not required to indemnify City against claims and damages that are solely caused by the established active negligence or willful misconduct of City Officers, employees, agents, or volunteers acting under this Section 11.10. City shall not affect a permanent taking of Collector’s property pursuant to this Section 11.10.

11.10.5 Possession of Collector’s Property. City’s right to retain temporary possession of Collector’s equipment, and to provide one or more Collection Services shall continue until Collector can demonstrate to City’s satisfaction that it is ready, willing and able to resume such services. City has no obligation to maintain possession of Collector’s equipment or continue Its use in performing one or more Collection Services for any period of time and may, at any time, in its sole discretion, relinquish possession to Collector.

11.11 SUBSTITUTE SERVICES
Separate from or in addition to assessing liquidated damages pursuant to subsections

11.4.2 or 11.4.3, City may also at its sole discretion promptly secure, or direct Collector to promptly secure, at Collector’s sole expense, substitute services, satisfactory to City, for when Collector is in breach, upon the same terms and conditions as provided in this Agreement.

ARTICLE 12 ASSIGNMENT

12.1 ASSIGNMENT OF AGREEMENT
Collector shall not assign, sell, subcontract or otherwise delegate authority to perform any portion of this Agreement, including but not limited to a sale, exchange or other transfer of substantially all of Collector’s assets dedicated to service under this Agreement to a third party, or between a subsidiary and a parent company or Related Party, without the prior written express approval of City. In the event of any assignment duly authorized by City, the assignee shall assume the liability of Collector.

12.2 TRANSFER OF STOCK OR INTEREST
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No sale, gift, or transfer of stock or other interest of Collector, including but not limited to any reorganization, consolidation, merger recapitalization, stock issuance or re- issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to which Collector or any of its shareholders is a party, which would result in a change of cControl of Collector, shall be made without prior written approval of the City Council.

Violation of this provision shall be a breach of this Agreement and grounds for termination by City without the need for compliance with the notification requirements of Section 11.1.

12.3 BANKRUPTCY
If Collector shall at any time during the Term become insolvent, or if proceedings in bankruptcy shall be instituted by or against Collector, or if Collector shall be adjudged bankrupt or insolvent by any court, or if a receiver or trustee in bankruptcy or a receiver of any property of Collector shall be appointed in any suit or proceeding brought by or against Collector, or if Collector shall make an assignment for the benefit of creditors, then and in each and every such case, this Agreement shall immediately cease, terminate, and be canceled upon written notice by City and without the necessity of suit or other proceeding.

12.4 REQUIREMENTS OF COLLECTOR

12.4.1 If Collector requests City’s consideration of and consent to an assignment, City may deny or approve such request in its complete discretion. City need not consider any request by Collector for consent to an assignment unless and until Collector has met the following requirements:
(a) Collector shall pay to City the transfer fee described in Section 12.5. (b) Collector shall furnish City with audited financial statements of the proposed assignee’s operations for the Immediately preceding five (5) operating years. (c) Collector shall furnish City with satisfactory proof that the proposed assignee has the demonstrated technical capability to perform all Collection Services, including: (i) that the proposed assignee has at least 10 years of experience in the provision and management of Solid Waste and Recyclables Collection Services on a scale equal to or exceeding the scale of operations conducted by Collector under this Agreement; (ii) in the last five (5) years, the proposed assignee has not suffered any significant citations or other censure from any State, federal or local agencies and the assignee has provided City with a complete list of such citations and censures; (iii) the proposed assignee has at all times conducted its operations in a environmentally safe and conscientious fashion; (iv) the proposed assignee conducts its Solid Waste and Recyclables Collection Services in accordance with sound Solid Waste and Recyclables practices, and in full compliance with all federal, State and local laws regulating the collection and disposal of Solid Waste including hazardous substances; and (v) any other information required by City to ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner.
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2.5 APPLICATION AND TRANSFER FEE
Any application for an assignment transfer shall be made in a manner prescribed by the City Manager. The application shall include a transfer fee in the amount of Fifty Thousand Dollars ($50,000.00 ) to cover the cost of all direct and indirect administrative expenses including attorneys, necessary to adequately analyze the application and to reimburse City for all direct and indirect expenses, and the rate of $50,000 is determined to be reasonable in amount and is not a penalty. In addition, Collector shall reimburse City for any and all additional costs related to the assignment requested and not covered by the transfer fee. Bills shall be supported with evidence of the expense or cost incurred.

Collector shall pay such bills within (30) days of receipt. The transfer fees are over and above any Franchise Fees specified in this Agreement.

12.6 TRANSITION
If City consents to an assignment, Collector shall cooperate with City and the assignee to assist in an orderly transition, in accordance with Section 13.8.

ARTICLE 13 MISCELLANEOUS PROVISIONS

13.1 INDEPENDENT CONTRACTOR
Collector is, and shall at all times remain as to City, a wholly independent contractor.

Collector shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Collector or any of Collector’s employees, except as set forth in this Agreement. Collector shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner employees of City. Collector shall be solely responsible for the acts and omissions of its Officers, employees, subcontractors and agents. Collector or its Officers, employees, subcontractors and agents shall not obtain any rights to retirement benefits, workers’ compensation benefits, or any other benefits that accrue to City employees by virtue of their employment with City.

13.2 FEES AND GRATUITIES
Collector, its Officers, agents or employees are prohibited from requesting, soliciting, demanding, or accepting, either directly or indirectly, any compensation or gratuity other than as set forth in this Agreement for the collection of Solid Waste, Organic Waste and Recyclables otherwise required to be collected under this Agreement. Nor shall Collector, its Officers, agents or employees provide, directly or indirectly, any gifts or gratuities to any City Officer or employee, which would be subject to the regulations of the Fair Political Practices Commission (FPPC) of the State of California. Notwithstanding the foregoing, employees of Collector may accept gifts freely offered by Subscribers.

13.3 GOVERNING LAW
This law of the State of California shall govern this Agreement. In the event of litigation between the parties, venue in State trial courts shall lie exclusively in Napa County. In the 83 5918562 - 59
event of litigation in a United States District Court, exclusive venue shall lie. in the Northern District of California.

13.4 ATTORNEYS’ FEES
Should legal action be brought by either party to enforce any provision of this Agreement, the prevailing party in such action shall be entitled to Its actual attorneys’ fees, court costs, and other litigation expenses including, without limitation, expenses incurred for preparation and discovery, expert witness fees, and expenses relating to appeals, if any.

The entitlement to recover such fees, costs and expenses shall accrue upon the commencement of the action regardless of whether the action is prosecuted to final Judgment.

13.5 SUBCONTRACTING
Collector shall not engage any subcontractors for collection of Solid Waste, Recyclables, or Organic Waste without the prior written consent of the City Manager.

13.6 AGREEMENT AS COLLATERAL
Collector may use this Agreement as collateral to secure any loan only if proceeds of the loan are used exclusively for the provision of services under this Agreement and only upon prior written consent of the City Manager. Collector shall not create an encumbrance or lien against this Agreement without the prior written consent of the City Manager.

13.7 BINDING ON SUCCESSORS
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and permitted assigns of the parties.

13.8 TRANSITION TO THE NEXT COLLECTOR
One (1) year prior to the conclusion of the Term, and in order to assist with the competitive procurement process, Collector shall provide City with such information as may reasonably be requested, including, but not limited to, route maps, account names and phone numbers, and level of service provided. Failure to provide full cooperation may at City’s sole discretion preclude Collector from participating in any competitive procurement process.

13.9 PARTIES IN INTEREST
Nothing in this Agreement, whether express or Implied, is intended to confer any rights on any persons other than the parties to it and their representatives, successors and permitted assigns.

13.10 WAIVER
The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach or violation of the same or any other provision. The subsequent 84 6018562 - 60
acceptance by either party of any monies that become due hereunder shall not be deemed to be a waiver of any preexisting or concurrent breach or violation by the other party of any provision of this Agreement.

13.11 CONDEMNATION
In addition to Its rights under Section 11.10, City fully reserves the rights to acquire Collector’s property utilized in the performance of this Agreement, by purchase or through the exercise of its power of eminent domain, subject to all defenses regarding value.

13.12 INTERPRETATION
. 13.2.1 This Agreement shall be interpreted and construed reasonably and neither for nor against either party, regardless of the degree to which either party participated in its drafting. Each of the parties has received the advice of legal counsel prior to signing this Agreement. Each party acknowledges no other party or agent or attorney has made a promise, representation. or warranty whatsoever, express or implied, not contained herein concerning the subject matter herein to induce another party to execute this Agreement. The parties agree no provision or provisions may be subject to any rules of construction based upon any party being considered the party “drafting” this Agreement.

13.2.2 When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and the masculine shall include the feminine and neuter and vice versa. Whenever a reference is made herein to a particular Article of this Agreement, it means and includes all Sections, subsections and subparts thereof, and, whenever a reference is made herein to a particular Section or subsection, It shall include all subsections and subparts thereof.

13.13 CAPTIONS
The captions in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions.

13.14 REFERENCES TO LAWS
All references in this Agreement to laws shall be understood to include such laws as they may be subsequently amended or recodified, unless otherwise specifically provided.

13.15 REFERENCE TO DAYS
All references to days herein are to calendar days, including Saturdays, Sundays and Holidays, except as otherwise specifically provided. Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day.

13.16 TIME IS ESSENCE
Time is of the essence of this Agreement.
85 6118562 - 61

13.17 SEVERABILITY
If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement that shall be enforced as if such invalid or unenforceable provision had not been contained herein. Notwithstanding the foregoing, however, the provisions of Section 3.15 regarding the Designated Disposal Site, Designated Recycling Facilities, and the Designated Organic Waste Processing Facility shall not be deemed to be severable from the other provisions hereof. In the event such provisions are held in any legal proceeding which is binding upon City to be null, void, in excess of City powers or otherwise invalid or unenforceable, and Collector as a result ꞏꞏ thereof utilizes a Disposal Site, Recycling Facility, or Organic Waste Facility other than the ones designated in Section 3.15, this entire Agreement may at City’s sole discretion terminate without any liability of City to Collector.

13.18 AMENDMENT
This Agreement may not be modified or amended in any respect except by a writing signed by the parties.

13.19 EXHIBITS
Each of the Exhibits Identified is attached hereto and incorporated herein and made a part hereof by this reference.

13.20 ENTIRE AGREEMENT
This Agreement represents the full and entire Agreement between the parties regarding the matters covered herein.

13.21 COUNTERPARTS
This Agreement may be executed in counterparts each of which shall be considered an original.

IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Amended and Restated Agreement for Solid Waste and Recyclables Collection, Processing, and Disposal Services as of the date first written above.

CITY OF AMERICAN CANYON
By:

Jason B. Holley
City Manager

RECOLOGY AMERICAN CANYON
By:

Salvatore M. Coniglio
Chief Executive Officer
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APPROVED AS TO FORM:

By:

William D. Ross
City Attorney

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EXHIBIT A

LIST OF ACCEPTABLE RECYCLABLES
Newspaper
Corrugated cardboard
Aluminum, steel, and bi-metal containers
Junk mall
Envelopes
Magazines
White and colored office paper
Computer paper
Chip board/gray board
All #1 PETE containers
All #2 HOPE containers
Paper bags, phone books, non-carbon forms
Aluminum foils and pans
Clear, brown and green glass
Water, juice, beer and soda bottles
Used motor oil

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EXHIBIT B

SCHEDULE OF APPROVED RATES
To be provided.

89 6518562 - 65

EXHIBIT C

PERFORMANCE STANDARDS

1. Company Standards

2. Personnel

3. Collection Requirements

4. Collection Schedule

5. Collection Containers

6. Collection Vehicles

7. Vehicle Operation

8. Collection Routes

9. Litter Abatement

10. Corporation Yard, Recyclables and Organic Waste Processing and Marketing

1. Company Standards
A. Services are to be completed in a thorough and professional manner that constitutes litter-free, reliable, timely, courteous and high-quality service.

B. Collector shall at all times perform its duties using best industry practice for comparable operations.

C. Personnel shall conduct themselves in a courteous, work person like manner.

D. Color and appearance of collection vehicles, containers, employee uniforms, and public education materials provided by Collector shall be designed to provide a standard representation of the company. If subcontra0ors are included, a distinct but uniform appearance of the subcontractor equipment, vehicles, and personnel is allowed.

2. Personnel
A. General
Collector shall furnish such qualified drivers, mechanical, supervisory, clerical and other personnel as maybe necessary to provide the Collection Services required by this Agreement in a safe and efficient manner.

All Collector employees must be able to read, write and speak English with sufficient proficiency to enable them to successfully meet and adhere to all of the terms of this Agreement.

B. Employee Appearance and Conduct
All employees, while engaged in Collection Services within the City, shall be attired in suitable and clean uniform shirts that are subject to approval by City. Collector shall use Its best efforts to assure that all employees present a neat appearance and conduct 90 6618562 - 66
themselves in a courteous manner. Collector shall regularly train Its employees in Subscriber courtesy, shall prohibit the use of loud or profane language, and shall instruct collection crews to perform the work as quietly as possible. If any employee is found not to be courteous or not to be performing services in the manner required by this Agreement, Collector shall take all appropriate corrective measures.

C. Identification Name Badge
Collector shall require its drivers, and all other employees who come into contact with the public, to wear a clean uniform shirt with an nameidentification badge or other means of identifying the employee, as approved by the City Manager.

D. Driver Qualifications
All drivers shall be trained and qualified in the operation of collection vehicles and must have in effect a valid license, of the appropriate class with. appropriate endorsements, issued by the California Department of Motor Vehicles. All collection vehicle drivers shall also complete an in-house training program provided by Collector which includes education on the use of all vehicles in the collection fleet, collection programs, and route information as well as Subscriber service practices and safety information.

E. Safety Training
Collector shall provide suitable operational and safety training for all of its employees who utilize or operate vehicles or equipment for collection or who are otherwise directly involved in such services. Collector shall train Its employees involved in collection to identify, and not to collect, Hazardous Waste or infectious waste.

F. No Gratuities
Collector shall not permit its employees to demand or solicit, directly or indirectly, any additional compensation or gratuity from members of the public for the Collection Services under this Agreement.

G. No Discrimination
Collector shall not discriminate during the performance of this Agreement against any employee •or applicant for employment because of the employee’s or applicant’s race, religion, national origin, ancestry, sex, age, disability, marital status, or sexual orientation.

Collector understands and agrees that if It violates this no discrimination provision, City may terminate this Agreement, and Collector shall further be barred from performing any services for City, unless a showing is made satisfactorily to City that discriminatory practices have been terminated and that reoccurrence of such action is unlikely.

H. Provision of Field Supervision
Collector shall designate one qualified employee as supervisor of field operations. The field supervisor shall devote whatever time is necessary, but not less than fifty percent 91 6718562 - 67
(50%) of his/her time, in the field checking on collection operations, including timely response to complaints.

I. City Manager Directions
All orders, directions and instructions of the City Manager to Collector, not inconsistent with the terms of this Agreement, shall be promptly complied with by Collector.

3. Collection Requirements
A. Care of Private Property
Reasonable care shall be used by Collectors employees in handling all collection containers and enclosures, and all damage caused thereto by the negligence or carelessness of Collectors employees shall be promptly adjusted with the owner thereof.

All collection containers after emptying thereof by Collectors employees shall be returned to within five (5) feet of the location from which the same were picked up by Collector’s employees, upright with lids properly secured, and Collector’s employees shall use all reasonable means to ensure same are not deposited in a manner that blocks any driveway, sidewalk, or street. Collector shall ensure that its employees close all gates opened by them in making collections, unless otherwise directed by the Subscriber, and avoid crossing landscaped areas and climbing or jumping over hedges and fences. City shall refer complaints about damage to private property to Collector. Collector shall repair all damage to private property caused by its employees.

B. Noise
All collection operations shall be conducted as quietly as possible and shall conform to applicable federal, State, county and City noise level regulations, including the requirement that the noise level during the stationary compaction process not exceed 60 decibels with the exceptions of 65 decibels for a 1-minute duration. City may conduct random checks of noise emission levels to ensure such compliance. Collector shall promptly resolve any complaints of noise to the satisfaction of the City Manager.

C. Record of Noncollection
When any materials deposited for collection are not collected, by Collector, Collector shall provide notice to the Subscriber, at Collector’s cost. The notice shall provide Collector’s phone number and indicate the reasons for Collector’s refusal to collect the materials placed in the collection containers giving reference to the Section of the appropriate City ordinance or to the Section of this Agreement which has been violated, and which gives grounds for Collector’s refusal. This information shall either be in writing via a tag at least 2 inches x 6 inches in size, or by means of a check system. Collector shall maintain, at Collectors place ꞏof business, a logbook listing all occurrences of noncollection. The logbook shall contain the names and date and manner of disposition of each case. Such log shall be kept so that it may conveniently be inspected by representatives of City upon request.
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D. Load Checking
Collector is responsible for inspecting all materialstagging all containers with visible contamination prior to collection for Hazardous Waste or other unacceptable materials.

Collector is responsible for controlling contamination levels of the Recyclables and Organic Waste through public education efforts, random inspection of setouts, and tagging of Improper setouts at a level that minimizes contamination in the manner required by this Agreement.

4. Collection Schedule
A. If the day of collection on any given route falls on a Holiday, Collector shall provide collection service for such route on the next workday following such Holiday. In the event the holiday schedule of the Designated Disposal Facility, Designated Recycling Facilities, or Designated Organic Waste Processing Facility are different than the Holidays stated herein, the holiday schedule will be adjusted upon prior written notice to the City Manager.

B. Collection Services shall not start before 6:00 a.m. or continue after 6:00 p.m., six days per week excluding Sunday. Collector shall not provide Collection Services on Sundays.

C. Collector shall provide one curbside pickup per week for Residential Premises from the curbside (with the exception of wheel-out service for qualifying disabled individuals).

D. Collector shall provide at least once weekly pickup for Commercial/Industrial Premises Subscribers from a location designated by the property owner.

E. Recyclables and Organic Waste shall be collected from Residential Premises on the same day as Solid Waste.

F. For the first regularly scheduled collection after Christmas Day, Collector shall collect and dispose of the material in the Organic Waste Container as Solid Waste if the Subscriber uses the Organic Waste Container for Solid Waste disposal.

5. Collection Containers
A. Collector shall provide Containers for storage of materials that shall be designed and constructed to be watertight and prevent the leakage of liquids. All Containers with a capacity of 2 cubic yards or more shall meet all applicable federal regulations on Solid Waste Container safety. All Containers provided by Collector shall be constructed of rigid, durable materials with a minimum five (5) year life expectancy warranted by the manufacturer.

B. The Containers shall be clearly labeled to indicate their designation for collection of Solid Waste, Organic Waste or Recyclables and shall list the types of materials to be stored in the container for collection.

C. Collector shall be responsible for distributing all Containers to Subscribers in accordance with the provisions of this Agreement.
93 6918562 - 69
D. Collector shall repair, clean, paint, and replace Containers as needed to maintain a clean, attractive, functional, new-like condition. All graffiti shall be removed immediately.

6. Collection Vehicles
A. General: Collector shall provide a fleet of collection vehicles sufficient in number and capacity to efficiently perform the work required by this Agreement in strict accordance with its terms. Collector’s fleet of vehicles shall comply with the City Code and applicable provisions of the California Vehicle Code. The City Manager has the right to inspect Collector’s fleet of vehicles, not more often than annually, to ascertain whether they remain in full compliance with the City Code and applicable provisions of the California Vehicle Code. Collector shall immediately remove from service any vehicle that, in the reasonable discretion of the City Manager, is not in full compliance with applicable provisions of the California Vehicle Code.

Vehicles collecting Solid Waste, Organic Waste, and Recyclables in Carts shall be automated with the exception of wheel-out service, Collector’s employees are not required to leave the vehicle to collect Cart contents. Collector agrees to maintain each piece of equipment used by it in the performance of this Agreement in good order and repair. Collector shall have available on service days sufficient backup vehicles and qualified operators to respond to complaints and emergencies. Collector may use semiautomatic vehicles as maybe necessary to provide services (other than the routine collection of Standard Residential Containers) pursuant to this Agreement.

B. Vehicle Identification
Collector’s name, phone number, and vehicle identification number must be visibly displayed on both sides of all vehicles in letters and figures consistent with the requirements of Section 27901 of the California Vehicle Code.

C. Cleaning and Maintenance
i. General Collector shall maintain all of its properties, facilities, and equipment used in providing service under this Agreement in a safe, neat, clean and operable condition at all times, and well and uniformly painted, to the satisfaction of the City Manager.

Vehicles shall be maintained in such a manner that no leakage of fluids from the collected materials occurs.
ii. Cleaning Vehicles used in the collection shall be thoroughly washed at a minimum of once per week, and thoroughly steam cleaned on a regular basis so as to present a clean appearance and minimize odors. All vehicles shall be painted on a regular schedule to maintain a clean, professional, new-like appearance, although the City Manager may require the painting of any vehicle that does not present a satisfactory appearance at any time. The vehicles shall be painted in a uniform, manner; although Solid Waste, Recycling, and Organic Waste vehicles may have different painting schemes. All graffiti shall be removed immediately. City may inspect vehicles at any time to determine 94 7018562 - 70
compliance with sanitation requirements. Collector shall make vehicles available to the County Health Department for inspection at any frequency It requests. iii. Maintenance Collector shall inspect each vehicle daily to ensure that all equipment is operating properly. Vehicles which are not operating properly shall be taken out of service until they are repaired and do operate properly. Collector shall also perform all scheduled maintenance functions in accordance with the manufacturer’s specifications and schedule. Collector shall keep accurate records of all vehicle maintenance, recorded according to date and mileage, and shall make such records available to City upon request.
iv. Repairs Collector shall repair, or arrange for the repair of, all of its vehicles and equipment, including dents, leaks, and other body damage, for which repairs are needed because of accident, breakdown or any other cause so as to maintain all equipment in a neat, safe and operable condition. If an item of repair is covered by a warranty, Collector shall obtain warranty performance. Collector shall maintain accurate records of repair, which shall include date/mileage, nature of repair and the signature of a maintenance supervisor that the repair has been properly performed.

D. Inventory
Collector warrants that it shall provide an adequate number of vehicles and equipment for the collection, disposal, and transportation services for which it is responsible under this Agreement. Collector shall furnish City a written inventory of all vehicles, including collection vehicles, used in providing service, and shall update the inventory annually.

The inventory shall list all vehicles by manufacturer, ID number, date of acquisition, type, capacity and decibel rating.

E. Storage
Collector shall arrange to store all vehicles and other equipment in safe and secure location(s) in accordance with City’s applicable zoning regulations.

7. Vehicle Operation
A. All vehicles must be registered with the Department of Motor Vehiclesꞏ of the State of California and inspected by the California Highway Patrol at the frequency required by the State. Vehicles shall be operated in compliance with the California Vehicle Code and all applicable safety and local ordinances.

B. Collector shall not load collection vehicles in excess of the manufacturer’s recommendations or limitations imposed by state or local weight restrictions on vehicles.

C. Collector shall use all reasonable means to minimize the backing up of collection vehicles.

8. Collection Routes
95 7118562 - 71
A. Collection routes shall be established and maintained in such a manner as to provide uniform and efficient Collection Services.

B. Collector shall submit route plans to the City Manager for informational purposes at the start of this Agreement, one year prior to the end of this Agreement, at the end of this Agreement and, at end of the contract term and whenever there is a significant routing change. The route plans shall include, but not be limited to, the following information:
i. the course each vehicle follows;
ii. the properties served;
iii. approximate starting and ending time for each route; and iv. the day of week the route will be served.

C. Materials collected shall not be mixed in Collector’s collection equipment with any materials collected from another municipality, unless Collector accurately accounts for such mixed loads in its reporting to City and the Designated Organic Waste Processing Facility, Recycling Facility, and Disposal Site, and any applicable reports prepared by Collector.

9. Litter Abatement
A. Minimization of Spills
Collector shall use due care to prevent materials placed in the collection containers from being spilled or scattered during the collection or transportation process. If any material is spilled during collection, Collector shall promptly clean up all spilled materials. Each collection vehicle shall carry a broom and a shovel at all times for this purpose. Collector shall not transfer loads from one vehicle to another on any public street, unless it is necessary to do so because of mechanical failure or accidental damage to a vehicle.

B. Cleanup
During the collection transportation process, Collector shall clean up litter in the immediate vicinity of any storage area (including the areas where collection bins are delivered for collection) of any materials that escape from the collection vehicle or collection containers as a result of Collector’s service. In the event that litter not caused by Collector’s service is in the vicinity of the storage area, Collector is required to clean up this litter whether or not Collector has caused the litter on a one-time basis and shall discuss the spillage directly with the Subscriber responsible and shall report such instances to City. Collector shall work with the Subscriber to resolve the spillage problem.

City will attempt to rectify such situations with the Subscriber If Collector has already attempted to do so without success.

C. Covering of Loads
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All materials shall be contained or covered during transportation to the disposal or processing site. No material shall be transported to the disposal site or processing facility in vehicle hoppers.

D. Oil or Other Vehicle Fluid Spills
Collector is responsible for cleaning up all oil or vehicle fluid spills immediately and must notify City within 24 hours of each such spill. All vehicles must carry an acceptable absorbent material to use in the event of spills. Repair for damages caused by oil or other vehicle spills shall be at Collector’s expense. Collector will follow the spill procedures below:
• Driver will determine cause and source of spill.
• Each driver or shop employee is responsible for having enough absorbent in their vehicle to contain or prevent any hydraulic fluid or oil from entering a storm drain or sewer and to clean up small spills as they occur.
• Driver will contain or stop the leak and clean it up without endangering self. • Driver will immediately notify dispatch or supervisor. • Driver will not leave the spill until either a supervisor or spill response personnel arrive at the scene.
• Driver will keep all people, cars, or other vehicles from walking or driving through the spill.
• Driver or spill response personnel will take whatever action possible to prevent the spill from entering any storm drain, grates, or other entry points.

10. Corporation Yard, Recyclables and Organic Waste Processing and Marketing
A. General Operations and Maintenance Standards
Collector covenants to comply with Collector’s performance obligations throughout the Term and to perform Collector’s performance obligations with respect to corporation yard and Recyclables and Organic Waste Processing and marketing services in accordance with accepted practice for comparable facilities, sound management and operations practice, the facility’s operation and maintenance manual, plans and specifications, permits, Applicable Law (including OSHA standards), provisions hereof, and covenants, conditions and restrictions pertaining to the site.

Collector shall be responsible for maintaining and renewing all necessary permits, licenses, and clearances necessary to provide the transportation and Processing of Recyclables and Organic Waste and corporation yard operation. Collector shall maintain and renew permits, however, Collector shall not be responsible for any delays in maintaining or renewing, or failure to maintain or renew the permits if Collector has 97 7318562 - 73
exercised due diligence in maintaining and/or renewing the permits, and such failure is caused by any action or inaction of the issuing or renewing authority.

B. Maintenance and Repair
Collector shall maintain the facilities and sites in good working order and repair, including maintaining spare parts inventory and performing periodic maintenance in with the operations and maintenance manual, manufacturers recommendations, accepted practice for comparable facilities, and sound management and operations practice.

Collector shall maintain the aesthetic appearance of the facilities and sites in a clean and neat manner in accordance with the plans and specifications, with due regard for reasonable control of odors, dust, and noise.

C. Safety
Collector shall conduct facility operations in a safe manner, in accordance with Applicable Law, requirements of insurance carried, and standard industry practices in the waste management and materials recovery industry.

D. Right to Enter and Inspect Facility
City and its designated representative shall have the right, but not the obligation to enter, observe, and inspect. the corporation yard and Recyclables and Organic Waste Processing facilities during regular business hours, meet with the facilities’ managers or their representative at any time, and meet with other employees upon request, which request shall not be unreasonably denied. Upon City request, Collector shall make personnel available to accompany City employees on inspections. Collector shall ensure that its employees cooperate with City and respond to City’s reasonable inquiries.

Collector shall make operational and business records other than financial records available to City during receiving hours upon City request.

E. Tours of Facilities
Upon 24 hours request of City, Collector shall provide tours of the facilities. Such tours shall not unreasonably disrupt facility operation. City shall not be charged for labor, overhead, overtime, or any other costs associated with such tours. As part of such tours, Collector shall distribute an educational brochure, printed on recycled paper, on conservation, Recycling, and general Solid Waste management programs.

F. Personnel
Collector shall engage and train qualified and competent employees, including managerial, supervisory, clerical, maintenance, and operating personnel, in numbers necessary and sufficient for facility operations and to perform Collector’s obligation under this Agreement. Collector shall train such staff to perform their work in a safe and efficient manner in accordance with the health and safety plan in the facility’s operations and maintenance manual.
98 7418562 - 74
G. Recovery Standards
Collector shall use reasonable business efforts to maximize the recovery of delivered materials in a manner acceptable to receive Diversion credit under the Act.

H. Finished Product Standard
The processed Recyclables and Organic Waste shall maintain physical and chemical specifications such as to: (a) achieve the results required under the applicable marketing plan; and (b) comply with Applicable Law.

I. Transportation of Residue
Collector shall transport and deliver all Residues to the designated Disposal Facility within forty-eight 48 hours after its delivery to the facility and in no event longer than required by Applicable Law. Collector shall select routes from the facility to the Designated Disposal Facility that minimize inconvenience and disturbance to the public and comply with permits and Applicable Law. Collector shall enclose or cover all vehicles transferring Residue from the facility to prevent spillage.

99 7518562 - 75

EXHIBIT D

LIST OF CITY FACILITIES ELIGIBLE FOR COLLECTION SERVICES AT NO COST

TO THE CITY
Site Address Customer Name Type Units Time
s
Size Unit of
Measure
100 BENTON WY AMERICAN CANYON

COMM CENTER
Garbage 1 1 6 Yards
100 BENTON WY AMERICAN CANYON

COMM CENTER
Recycle 2 1 96 Gallons
100 BENTON WY AMERICAN CANYON

COMM CENTER
Organics 1 1 64 Gallons
4381 BROADWAY CITY HALL Garbage 1 1 2 Yards
4381 BROADWAY CITY HALL Organics 1 1 64 Gallons
4381 BROADWAY CITY HALL Recycle 1 1 2 Yards
4381 BROADWAY CITY HALL Recycle 5 1 96 Gallons
300 CRAWFORD WY LIBRARY Organics 2 1 96 Gallons
300 CRAWFORD WY LIBRARY Recycle 2 1 96 Gallons
300 CRAWFORD WY LIBRARY Garbage 1 1 96 Gallons
911 DONALDSON WY
EAST

AMERICAN CANYON FIRE
& POLICE
Recycle 1 1 2 Yards
911 DONALDSON WY
EAST

AMERICAN CANYON FIRE
& POLICE
Garbage 1 2 3 Yards
911 DONALDSON WY
EAST

AMERICAN CANYON FIRE
& POLICE
Recycle 3 1 96 Gallons
911 DONALDSON WY
EAST

AMERICAN CANYON FIRE
& POLICE
Organics 4 1 64 Gallons
ELLIOTT DR COMMUNITY GARDEN Organics 1 1 5 Yards
ELLIOTT DR COMMUNITY GARDEN Recycle 1 1 5 Yards
2185 ELLIOTT DR SENIOR CENTER Garbage 4 1 96 Gallons
2185 ELLIOTT DR SENIOR CENTER Recycle 2 1 96 Gallons
2185 ELLIOTT DR SENIOR CENTER Organics 1 1 96 Gallons

EUCALYPTUS/WETLAND
S EDGE
4 H CLUB Garbage 1 1 96 Gallons

EUCALYPTUS/WETLAND
S EDGE
4 H CLUB Recycle 1 1 96 Gallons
225 JAMES RD AMERICAN CANYON FIRE
DEPT
Garbage 1 1 96 Gallons
225 JAMES RD AMERICAN CANYON FIRE
DEPT
Recycle 1 1 2 Yards
225 JAMES RD AMERICAN CANYON FIRE
DEPT
Garbage 1 1 3 Yards
225 JAMES RD AMERICAN CANYON FIRE
DEPT
Organics 1 1 64 Gallons
225 JAMES RD AMERICAN CANYON FIRE
DEPT
Recycle 1 1 96 Gallons
250 KIRKLAND RANCH
RD
WATER TREATMENT Recycle 1 1 4 Yards
15 MELVIN RD MOSQUITO ABATEMENT Garbage 1 1 96 Gallons
15 MELVIN RD MOSQUITO ABATEMENT Recycle 1 1 96 Gallons
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15 MELVIN RD MOSQUITO ABATEMENT Organics 1 1 96 Gallons 151 MEZZETTA CT WASTEWATER Organics 1 1 64 Gallons
151 MEZZETTA CT WASTEWATER Recycle 2 1 96 Gallons
151 MEZZETTA CT WASTEWATER Recycle 1 1 2 Yards
151 MEZZETTA CT WASTEWATER Garbage 4 1 3 Yards
151 MEZZETTA CT WASTEWATER Grit 1 2 15 Yards
151 MEZZETTA CT WASTEWATER Trash 1 1 25 Yards
300 NAPA JUNCTION RD COMMUNITY CENTER Recycle 2 1 96 Gallons 300 NAPA JUNCTION RD COMMUNITY CENTER Garbage 1 1 6 Yards 300 NAPA JUNCTION RD COMMUNITY CENTER Organics 1 1 64 Gallons 205 WETLANDS EDGE
RD
PUBLIC WORKS Garbage 4 1 96 Gallons
205 WETLANDS EDGE
RD
PUBLIC WORKS Garbage 2 2 6 Yards
205 WETLANDS EDGE
RD
PUBLIC WORKS Recycle 1 1 2 Yards
205 WETLANDS EDGE
RD
PUBLIC WORKS Garbage 3 1 96 Gallons
205 WETLANDS EDGE
RD
PUBLIC WORKS Organics 1 1 64 Gallons
205 WETLANDS EDGE
RD
PUBLIC WORKS Garbage 2 1 96 Gallons
205 WETLANDS EDGE
RD
PUBLIC WORKS Recycle 3 1 96 Gallons
205 WETLANDS EDGE
RD
PUBLIC WORKS Dirt Box 1 1 10 Yards
205 WETLANDS EDGE
RD
PUBLIC WORKS Asphault 1 1 10 Yards
205 WETLANDS EDGE
RD
PUBLIC WORKS Yardwaste
Box
1 1 20 Yards
SOCCER PARK/ELLIOTT ELLIOTT PARK Garbage 1 1 2 Yards
Facility Name
City Hall Planning/Finance Building Corporation Yard
Wastewater Treatment Plant American Canyon Community Center American Canyon Fire Protection District Office
Mosquito Abatement District Offices
Address
2185 Elliott Drive
300 Crawford Street
205 Wetlands Edge Road
151 Mezzetta Court
100 Benton Way
225 James Road
3751 Broadway

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Exhibit EG
Scope of Work-Street Sweeping
Services
The work covered by this contract shall consist of furnishing all labor, equipment, materials, and supervision to perform all work necessary to clean streets and curbed bike lanes at the designated locations within the City's limits as shown on the enclosed map. The contractor shall provide bi-weekly street sweeping and removal of debris as required for approximately 105 curb miles of the City's streets and 310,000 square feet of pavement in designated public parking lots.

The Collector shall use regenerative air-based sweepers that gather material into self- contained hoppers for eventual ejection at a disposal site. All sweepers shall have a dust suppression system in operation while conducting the work. Swept streets shall be clear of all dust, dirt, gravel, sand, and all other debris from curb to curb.

The use of water spraying is not an acceptable cleaning method due to the possibility of degraded water entering into the storm drain system and therefore will not be allowed under the contract.

A list of streets to be swept is attached. The parking areas to be swept include the following City facilities:
• Library, 300 Crawford Way
• City Hall, 4381 Broadway
• Public Works Corporation Yard, 205 Wetlands Edge Road • Community Park #1, 1400 Rio Grande
• Community Park #2, 20 Benton Way
• Kimberly Park, 600 Kimberly Way
• Recreation Center, 2185 Elliott Drive (Senior Center, 3 areas) • Northampton Park, 242 Northampton Drive
• Aquatics Center, 100 Benton Way
• Wetlands Edge Viewing Area, Wetlands Edge Road at Eucalyptus Drive • Veterans Memorial Park, 2801 Broadway
• Silver Oak Park, 485 Silver Oak Drive
• Shenandoah Park, 100 Sonoma Creek Way
The Collector shall coordinate its sweeping schedule with waste pickup days, and provide residents with a schedule for routine and reliable sweeping service. 102
7818562 - 78
Collector shall notify the City of American Canyon of its schedule prior to commencing sweeping operations.

In the event that new streets are constructed during the term of this contract, Collector will commence street sweeping upon notification from the City or upon occupancy of new buildings (homes), whichever comes first.

The City of American Canyon will be responsible for the following:

1. Cleaning up heavy debris prior to sweeping wherever and whenever necessary when requested by the Contractor.

2. Providing water at hydrants.

3. Providing inspection of swept streets.

4. Providing after-hours parking for sweeping equipment (for use at Collector's discretion to facilitate emergency response).

The City reserves the right to require that streets be re-swept without charge if inspection by the City reveals that the street is not clean. The City will provide such inspection within 24 hours of completed sweeping. The Collector will inform the City when the work has been completed for inspection purposes.

The Collector will submit to the City a monthly report containing a list of the streets swept each day of the sweeping schedule and an accurate accounting of the total amount of debris removed per day.

Unscheduled Extra Work:

In addition to the normal scope of work, the Collector will be required to provide street sweeping services for the City in an emergency and on an on-call basis during the term of this agreement.

By "emergency" it is meant that the Collector agrees to make its personnel and equipment available with 30 minutes of call-out, 24 hours a day, seven days a week. To facilitate emergency response, the Collector may store sweeping equipment at the City's Corporation Yard, with the understanding that the City accepts no liability for equipment and materials.

By "on-call" it is meant that the Collector agrees to make its personnel and equipment available and to assign sufficient personnel to perform street sweeping services outside the normal scope of work when and to the extent that the City requests the Collector to do so. Such extra work may include more frequent sweeps during "leaf season" (generally, October through December), cleaning streets before special events, special sweeping during construction, etc. The Public Works Superintendent or his designee must approve all additional work in advance of the work being performed. 103
7918562 - 79
The Collector will not be required to sweep streets or parking areas that are currently under construction or under the control of private construction contractors. Private developers and contractors responsible for such construction sites may select, at their discretion, sweeping contractors as necessary for the maintenance of their construction sites.

Attached is a list of streets to be swept bi-weekly. Streets marked with an X or &I will not be swept.
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8018562 - 80
.,
..... .. 1
\ ‘

CITY OF AMERICAN CANYON SOLID WASTE AND RECYCLING IMPLEMENTATION PLAN
March 25, 2003
I. OVERVIEW
After decades of service, the City of American Canyon will Implement its new solid waste ꞏ and recycling contract with Waste Management in June of 2003. As part of this Contract, the City’s solid waste and recycling services will undergo several significant changes as it transitions to single stream recycling and aggressively targets multi-family recycling services throughout the City. Waste Management of American Canyon recognizes that these changes will require substantial operations coordination and public education efforts
to insure a smooth transition. Customer rates will decrease significantly, also warranting public education efforts throughout the community.

Waste Management of American Canyon recognizes the Importance of a well-executed implementation program for new and changing solid waste and recycling collection services. MlnimlzJng disruptions and changes in collection services during implementation is of paramount importance in any transition. The following section details our proposed plans for implementing new programs in the City. We have prepared this plan to use as a. guideline for the implementation process and to provide the City with specific information on our transition plans.

Waste Management will work closely with city staff to insure excellent communication during the transition. We have designated a dedicated ImplementationTeam to insure that all new services are implemented flawlessly. This Team will meet weekly at a minimum and willmeet regularly withCity staff. We have found that weekly internalTransition Team meetings are essential to the success of our transition into new communities or in implementing new programs .

Transition activities for new and enhanced services will fall generally ito three categories:
• Public Education;
• Operations; and
• Billing.
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8118562 - 81
A transition implementation calendar is included at the end of this section to Identify the specific timing of all implementation activities.

II. CITYWIDE PUBLIC EDUCATION EFFORTS
Customer Service - CSR’s will be fully trained on all aspects of American Canyon’s new programs before the first piece of information regarding the new recycling services is delivered to American Canyon households. Waste Management of American Canyon will monitor the phone lines and will add CSR’s as necessary as the program is being implemented.

Driver Training - Drivers will be trained on the new recycling program and proper preparation instructions. In addition, the recycling drivers will work through their new routes and will be expected to learn the new mutes before June 1st Promotion/Education- In addition to the targeted mailings that Waste Management will . distribute to American Canyon customers, Waste Management willplace advertisementsin localnewspapers to introduce the City’s new program and to announce the start date. The advertisements will alert customers to the upcoming changes and the mailing will provide more specific information on the City’s collection programs.

Ill. OPERATIONAL IMPLEMENTATION
Waste Management currently possesses all the vehicles needed to provide solid waste services under the new program to both the residential and commercial customer base for the entire City. Additionally, all of the automated carts needed to provide solid waste is in place and new 95-gallon recycling/green waste carts have been ordered.

All the commercial and multi-family customers have their bins for solid waste collection in placeas well. Waste Management has been a pioneer in offering recycling opportunities to our commercial customers. Because of this, many of our commercial customers already have their bins in place for the continuation of their recycling services under the new program. Operational transition activities remaining to be accomplished will include the acquisition of new vehlcles for the Single-Stream Recycling, Yard Trimmings Collection and the .Large Item Collection pmgramꞏ s. 96 gallon-automated carts for the single-stream program willbe purchased and distributed to each single-family home.

Containers for used oil and used all filters will be purchased and delivered to those customers requesting this servfce. Based on the infonnation received through the sitevisits to commercial and multi family customers, additional bins for recycling service will be acquired and distributed. For those multifamily complexes requesting used oil collection service, centralized collection boxes will be acquired and distributed.

The City’s “new and improved” curbside recycling program will require a slgnmcant amount of customer education during the next few months. Waste Management has developed a task list and timeline to insure that all customers are properly notified, and understand, their service level changes.
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8218562 - 82
Recycling carts - Customers will receive advanced information on all the new services that willbe available to them through a special mailing, prior to the start-up of the program.

Before the new program begins Waste Management will deliver a new 96-gallon automated cart to each customer. A new program brochure will highlight the added convenience of Single-Stream Recycling, explain the materials that will be accepted under the new program and provide guidance on how to place their single-stream cart out at the curb for collection. Prior to program start-up Waste Management will acquire all the Front Loꞏaaer vehicles with fully automated work buckets needed to service the City. •
Cart Distribution - Waste Management will order new 96-gallon recycling carts (from Cascade Engineering) for each residential household in the City of American Canyon.

Using route sheets, maps and rental delivery trucks, Waste Management crews will deliver the new recycling carts during the month of May, until all participating households have received their new carts.

Carts will be pre-assembled at our existing staging area and will be ready for use when delivered to customers. All customers will receive advance notice of the program and a detailed “how to participate” packet.

Public Education - Public education efforts required for this transition are substantial. The following education program has been developed based on recent successful implementations that Waste Management completed in Sonoma County. ■ lnfonnational Brochure. In May, customers will receive a packet of information in the mail describing their new curbside recycling services in detail. This detailed information will provide a thorough description of the new program, collection maps and schedules, descriptions of acceptable recyclables and proper preparation instructions, phone numbers and other relevant information.

This brochure will make up the most critical element of the public education program and will be carefully designed to answer questions on a wide range of topics. ꞏ • Preparation instructions for recyclables. The lid of each recycling cart includes inmolded graphics to provide preparatfqn instructions to customers on anon-going basis.

These easy to read instructions include graphics and are virtually indestructible.

Additional Customer Communication and Outreach. Waste Management is committed to consistent, clear, timely and ongoing communication with its customers. In addition to container labels and an information sheet describing services and schedules, Waste Management will use additional customer outreach methods to provide information to customers. Examples of Waste Management’s proposed customer outreach include:

Billing inserts, direct mail, advertising (print,
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outdoor, transit), Public Service Announcements (PSA’ s), Waste Management website information, displays and exhibits, news releases, feature stories, op-e.d pieces, and special events.

Strategic Partnerships - Waste Management will work with the City to develop mutually beneficial strategic partners in both the business and private sector to promote the path to sustainability and to develop opportunities for successful waste reduction and resource conservation.

Container Labeling - Containers for residential customers will be clearly marked with weather-resistant labels that use both easy-to-read-text and graphics for visual Impact to promote customer participation, provide information about collection days and show and explain which materials are acceptable in each container and those which are not. Labels will be molded onto the lids of the containers themselves, ensuring that they are permanently affixed to the container.

Delivery crews will be a slgned to each route and willfollow along the scheduled route.

Cart(s) will be delivered to each home currently in the curbside collection program. New residential accounts will be included on this delivery schedule. ꞏ .,
Employee Recruitment and Training
Recruitment of qualified personnel for this Agreement will be minimal because we currently employ a staff that services the City. Training for the new program(s) wil!begin for the drivers wellbefore program start-up so that Customer Service, Public Education and implementationof the new programs can begin on schedule.

The customer service department will be closely tracking all aspects of the transition period. Our Customer Service
Department transition support will include helping our - - - - - - - - ...... managers and drivers develop route maps and packets for delivery crews and drivers, and answering questions that customers may have once they have received the special mailing ꞏAdvance Notice” packets.

Waste Management will provide extensive training to its Customer Service Department staff before the start of the new program to ensure that each employee is intimately familiar with the program elements. In this way, we plan to provide the best assistance to our customers. Temporary staffing will be available in addition to our regular start up staff to assist and cover any surge in telephone call volume.

Waste Management’s CSR’s will be given additional training specifically in Single-Stream Recycling for the City’s new program. Dedicating a representative to this service has proven to be a significant reason for the success of single stream program in other areas. 108
8418562 - 84
Implementation Team
This team will be comprised of the Public Education Director, Waste Management’s General Manager and Route Supervisors. The ImplementationTeam will communicate to the Citythrough the PED, using weekly reports and direct communication with specific City staff as needed. •
Unscheduled Meetings
Waste Management staff willbe prepared to meet with City staff at any time to facilitate the resolution of any issue prompting such a meeting. Waste Management schedules will be altered and other appointments set aside to deal with such matters.

Ongoing meetings between City staff and Waste Management personnel will enhance communication between the City and Waste Management.

We propose that these meetings continue through the life of the contract. . .
‘ .

AMERICAN CANYON IMPLEMENTATION TIMELINE
February
Order trucks (done) ..

Order carts (done)
Design lids (done) Arrange delivery (Greg)
March
Review recycling routes. Make new route sheets (Greg and route supervisors) Develop all Public Education infom,ation (Marissa and Greg)
Greg to develop an inventory tracking system for incoming carts and bins.

Greg to follow up on AFE’s for new trucks and carts. Follow up with Don Holm at Cascade and with truck vendor.

Check with Maintenance to make sure that we have everything we need to get this on the routes June 1.

April
Train Customer Service Representatives (Marissa and Greg) Make sure MRF can handle single stream (Greg)
Truck signage (Greg and Maintenance) ꞏ,
May .
109
8518562 - 85
Marissa to go over new materials with CSR’s and Drivers Marissa to train on oil recycling/collectionprogram. labeling andspill kit, etc. Print and Distribute Information Packet.

Continue Customer Service Training (Marissa and Greg)
Carts delivered by Cascade Container to WM- American Canyon yard Begin delivering carts May 15th. ꞏ
Driver Training on new recycling program
Arrange extra supervisors for first 2 weeks of contract Schedule extra CSR’s working extra hours beginning May 15 (through July 31) Greg, Jim and Marissa review new contract with employees (all employees and explain significance to District).

Oops Tag covered here (no extra written words on It).

Susan and Marissa prepare a sheet for drivers (in English and Spanish with basic, overall instructions for the drivers in regard to the contract).

Prepare a one-page sheet with all department heads’ phone numbers during implementation.

Driver Kick-off breakfast and training will be on 5/3_0. (Greg) June
Begin collection on June 1st Extra supervisors monitor routes Extra CSR ‘s woricing extra hours
Finalize all billing changes.

Garbage Contract-Final E-6 6/9/2003
110
2023 Regional Solid Waste Rates and Services
Jurisdiction Hauler Service Frequency Trash / Organics / Recycling Res / MF 20 g Res / MF 35 g Res / MF 65 g Res / MF 95g Rate increase from 2022 Sb 1383 Services included Additional Services included American Canyon Recology Weekly n/a $31.49 $47.87 $69.54 Petaluma Recology Weekly $16.18 $28.64 $54.32 $89.60 11.99% New Containers, Contamination monitoring, Route Reviews, Education and Outreach, Equipment (trucks, containers). See additional document for a full list of items.

Residential customers get 2 free clean‐ups per yearb at a max of 4 cyds per event (limited to 1 major appliance and 4 tires). Holiday tree collection; drop off boxes around the community specified by the City, staring on Dec 26th until the 3rd Mon in Jan; also Curbside collection required from Dec 25th to Jan 2nd. Used Oil and Filter curbside collection each week. Collection each day from City Facilities and public street containers. Special events 12 per year. Illegal dumping pickup upon City request. Street Sweeping for all City streets and wash all City streets and parking lots. Newsletters 2x year, annual brochure, holiday inserts. Paperless contact interface required whenever possible.

Vallejo Recology Weekly n/a $43.19 $70.07 $96.95 3.75% Bulky item pickup increase to 4x per year for resi. Route Reviews, Education and Outreach and Reporting. See additional document for a full list of items.

Provide kitchen pails to all residents who request them within 5 days. Provide 2k each year to offset costs of Bio‐Stack home composting bins that are free from the city. Christmas tree drop off boxes for two week after Dec 25th throughout the community. Bulky item pickup for all residential account 2 x per year or up to 2 cyd or 3 individual large items. MDF's get bulky item pickup based on number of units. Move In/Out Collection services: new residential/MDF unit accounts can ask for free pickup for recyclable packaging as a one‐time service, includes recyclable materials only.

Curbside collection of used oil and filter weekly. Annual Public Education Plan.

East Sonoma Recology Weekly $42.39 $50.04 $59.77 $70.03 11.13% Street sweeping, Bulky Item pickup/ No SB 1383 rural waiver.

Free Bulky items pickup for Single Family and MFD Accounts: 4x per (3 items or up to 3 cubic yard max). Christmas Tree curbside pickup for at least one week in Jan. of each year. Newsletter at least 2x per year to all customers. Annual full service brochure, mailed to all customers. Required to maintain and effective media ad program. Street Sweeping Services 6 x per year minimum.

Provide on a full‐time basis 1 Truck and a 2 Employees to pickup dead animals, litter and other road side dumping from County roads (they receive a lump sum for this, adjusted annually). Waste Characterization studies on request.

Cloverdale Recology Weekly $29.63 $40.75 $64.13 $82.86 16.26% City works with Zero Waste Sonoma to fulfill all SB 1383 Requirements.

Free Bulky item pickup for Single Family and MFD Accounts: 4x per (3 items or up to 3 cyds max).

Cloverdale (Rural) Recology Weekly $43.74 $51.66 $98.54 $145.35 11.13% City works with Zero Waste Sonoma to fulfill all SB 1383 Requirements.

Free Bulky item pickup for Single Family and MFD Accounts: 4x per (3 items or up to 3 cyds max).

West Sonoma Recology Weekly $41.22 $65.92 $115.81 $165.77 Zero Waste Sonoma takes responsibility for SB 1383 implementation Free Bulky item pickup for Single Family and MFD Accounts: 4x per (3 items or up to 3 cyds max).

Christmas Tree curbside pickup for at least one week in Jan. of each year. Newsletter at least 2x per year to all customers. Annual full service brochure, mailed to all customers. Required to maintain and effective media ad program. Street Sweeping Services 6 x per year minimum. Provide 1 Truck and a 2 Employees full time to pickup dead animals, litter and other road side dumping from County roads (they receive a lump sum for this, adjusted annually). Waste Characterization studies on request.
1 of 3
Regional Rates
111
2023 Regional Solid Waste Rates and Services
Russian River & Guerneville Recology Weekly $34.91 $55.96 $102.72 $149.07 Zero Waste Sonoma takes responsibility for SB 1383 implementation Free Bulky item pickup for Single Family and MFD Accounts: 4x per (3 items or up to 3 cyds max).

St. Helena UVDR Weekly n/a $39.92 $79.84 $119.76 9.34% New lower emission vehicles, new programs, and services to member agencies. All education, outreach, monitoring, and reporting.

For Residential and MFD's: Bulky Item Pickup 2 x per year (Each collection you can get 2 Bulky items, 2 Appliances and 5 ewaste items; each must be less than 200 lbs. and no longer than 8' or taller than 6'. Used Oil and Filter will be picked up, residents have to call in for a "kit" and then call in to schedule the pickup with their regular service, they cannot leave it out without a work order being generated. Pay for a Ink Cartridge mail in option available on the website; address specific.

Yountville UVDR Weekly n/a $41.31 $82.62 $123.93 9.34% New lower emission vehicles, new programs, and services to member agencies. All education, outreach, monitoring, and reporting.

Calistoga UVDR Weekly n/a $41.34 $82.68 $124.02 9.33% New lower emission vehicles, new programs, and services to member agencies. All education, outreach, monitoring, and reporting.

County of Napa NCRWS Weekly $35.90 $39.58 $59.06 $85.82 n/a New containers, contamination monitoring, additional drivers and CSR staff, Route Reviews, locking carts, additional collection trucks, outreach and education, school presentations. County shares some SB 1383 duties specifically the reporting and the edible food capacity component.

Events: 3 per year. Free service of excess CB, recyclables, or compost that is placed curbside at no additional cost. Residential and MFD weekly Used oil and filter collection (must call one day in advance of their service day); provide collection containers upon request. On Call Service: Provide free pickup of Special Recyclables, Recyclables, and Compost at no cost to the customer within 2 weeks of request. Bulky Item drop off 1x per year via coupon. Free Tire Drop off (residential customers only): one coupon once a year. Christmas tree recycling; provide roll off bins for use by local non‐profit that pick up trees on the 1st Saturday following New Years. Pickup trees curbside for as long as they are put out. One free ewaste drop off per year.

City of Napa NRWS Weekly $30.54 $38.29 $58.71 $90.30 n/a New containers, contamination monitoring, additional drivers and CSR staff, Route Reviews, locking carts, additional collection trucks, education and outreach. City shares SB 1383 duties with NRWS they do it as a partnership.

Bulky Item Pickup: Large appliances, other large metal items, and electronic waste items are picked up for free through the Recycle More program. Provide free pickup through Recycle More program for: Bulky items, ewaste, Cooking oil, Fluorescent bulbs and tubes, batteries, clothing, and textiles, and shoes. No charge for extra recycling or organics pickup on service day, (must call ahead). Free compost pail to all residential accounts. Free Motor oil and filter program, provide reuseable collection container and bag, call to make a pickup appointment and a new jug and bag are left. Free indoor containers for recycling and compost for commercial businesses. 2 of 3
Regional Rates
112
2023 Regional Solid Waste Rates and Services
Fairfield Republic Weekly n/a $26.45 $30.23 $34.46 7.18% Assist with the outreach materials (brochures); but city staff handles most of their own SB 1383 materials. Must pay $35,000 per year for SB 1383 reporting costs and another $35,000 for edible food recovery contribution. Education and Outreach all activities required under SB 1383, additional survey required. Develop a Green Business Award, and perform audits and route reviews. Has to provide 100 tons of compost per year. Sticker all containers with acceptable materials. See additional document for full list of requirements.

Annual landfill coupon for one disposal up to 2 cyds and one bulky item per household. Two free Bulky item curbside pickups per year. Free extra waste pickup for garbage, recycling, or organic per household per year (same size as corresponding cart). After Christmas Special, on first regular service day after each household can leave 2 trash bags on the side of their carts. Free Curbside oil and filter collection for residents, provide free jug and bag, no need to call, call only if need new jug. Street Sweeping Jan to Oct.
3 of 3
Regional Rates
113

CITY COUNCIL AGENDA
DECEMBER 19, 2023

STAFF REPORT

BUSINESS
ITEM NUMBER: 8.

TITLE
Selection of Vice Mayor and City Council Committee Appointments for 2024

RECOMMENDATION

1. By Minute Order, nominate and select a Vice Mayor to serve for a one-year term, January to December 2024.

2. By Minute Order, approve the 2024 City Council Appointments List.

CONTACT
Taresa Geilfuss, City Clerk

BACKGROUND & ANALYSIS

SELECTION OF VICE MAYOR
The City Council has a policy of annually nomina3ng and selec3ng a member of the Council to serve as Vice Mayor for a one-year term (Resolu3on No. 2008-46). The Mayor, or any member of the City Council, may nominate any other member of the Council to become Vice Mayor for 2023 with the term beginning January 1, 2024. The nomina3on shall be affirmed by a majority vote of the Council.

The addi3onal du3es of the Vice Mayor are generally: 1) presiding over mee3ngs and signing documents in the absence of the Mayor; 2) serving on the Finance Commi>ee (with the Mayor); and 3) organizing Council's efforts for annual performance evaluation of the Manger and City Attorney.

The Finance Commi>ee is responsible for reviewing and/or making policy recommenda3ons to the Council as needed on the following areas: Investment Policy; Comprehensive Annual Financial Report (CAFR) – i.e. the “audit”; Self Insurance Program; Salary and Re3rement Policy; Employee Benefit Policy; Liability Insurance Coverages; Budget; Fiscal and Budget Policy; and Reten3on of a Financial Advisor. The Commi>ee is expected to meet at least once per quarter on Thursday mornings at 9:00 a.m.
2024 CITY COUNCIL APPOINTMENTS
Annually, the City Council reviews its members’ assignments to various boards and commi>ees.

When considering par3cular assignments, it is important to note that the appointee may be predesignated for a certain board or commi>ee. For example, the City’s Finance Commi>ee appointments are pre-designated by the City’s Governance Protocols to be the Mayor and ViceMayor. In addi3on, the Mayor is designated as one of the City’s two representa3ves to the Board of 114
the Napa Valley Transportation Authority.

Moreover, it is important to consider many of these assignments require commitment of 3me (both a>ending mee3ngs and reviewing materials). As Council members par3cipate, they become more educated on the par3cular subject ma>er(s) that is the purview of these boards and commissions. Thus, the assignments can represent an “investment” made by the assigned councilmember. While changing assignments is within the sole discretion of a majority of the Council (notwithstanding the afore-men3oned pre-designa3ons), such past investment (and/or the prospect of new investment) should be weighed when proposing any changes.

That said, in the right context, change of assignment can represent a healthy evolu3on of knowledge and experience for councilmembers and should also be given considera3on during the Council’s deliberation.

Appointments for 2024
Last year, the Council approved the “2023 Commi>ee Appointments List” shown in A>achment 1.

Staff recommends the Council review the 2023 List and either approve it “as-is” for 2024 or approve any changes by Minute Order.

There is a vacancy for First Appointee on the Eco Center Project Subcommittee for 2024.

COUNCIL PRIORITY PROGRAMS AND PROJECTS
Organizational Effectiveness: "Deliver exemplary government services."

FISCAL IMPACT
The recommended actions will have no impact on the City’s Fiscal Year 2023-24 Budget.

ENVIRONMENTAL REVIEW
15378(b) - The ac3on is not a "Project" subject to the California Environmental Quality Act ("CEQA") because it does not qualify as a "Project" under Public Resources Code Sec3ons 21065 and 21080 and in Section 15378(b) of Title 14 of the California Code of Regulations.

ATTACHMENTS:

1. City Council Appointments List
115
Approved by Minute Order 2023-xx
2024 City Council: Committee Appointment List
Name Address Notes Contact First
Appointee
Second
Appointee
Alternate Form 700
Filiers
Compensation
City Council Standing Committee and Ad-Hoc Subcommittee Finance Committee City Hall Standing: 9:00 am 2nd
Thursday, Quarterly.

Brown Act applies
City Manager Garcia Washington Not
Required
No
Public Art Subcommittee City Hall Ad-hoc City Manager Joseph Oro Not Required
No
Legislative
Subcommittee
City Hall Ad-hoc City Manager Garcia Joseph Not
Required
No
Commission Interview
Subcommittee
City Hall Ad-hoc City Manager Oro Washington Not
Required
No
Watson Ranch
Subcommittee
City Hall Ad-hoc City Manager Aboudamous Washington Not Required
No
Eco Center Project
Subcommittee
City Hall Ad-hoc City Manager Washington Not
Required
No
Economic Development
Subcommittee
City Hall Ad-hoc City Manager Joseph Aboudamous Not
Required
No
Community
Grant/Volunteer Service
Award Subcommittee
City Hall Ad-hoc City Manager Oro Joseph Not
Required
No
Multi-Jurisdictional 2 x 2 Committee
Napa County Airport
Industrial Area 2x2
Committee
TBD Ad-hoc City Manager Aboudamous Oro Not
Required
No
Napa Valley Unified
School District 2 x 2
Committee
City Hall Ad-hoc City Manager Washington Joseph Not
Required
No
Local Agency
TBID Local Governing
Committee
City Hall Meets: 9:00 am 1st
Thurs. Bi-Monthly.

Brown Act applies
TBID Clerk
707-647-4369
Oro Joseph Not
Required
No
American Canyon Fire
Protection District Board
City Hall Meets: 4th Tuesday.

Monthly. Brown Act
applies.

ACFPD Fire Chief All Council
Members
Required Yes
116
Approved by Minute Order 2023-xx
2024 City Council: Committee Appointment List
Name Address Notes Contact First
Appointee
Second
Appointee
Alternate Form 700
Filiers
Compensation
Countywide Board, Commission or Committee
Napa County Flood
Control and Water
Conservation District
1195 Third Street,
Suite 310, Napa
94558
Meets: 1:30 p.m. 1st
Thursday. Monthly.

Brown Act applies
County Clerk
707-253-4196
Garcia Joseph Required No
Napa County Local
Agency Formation
Commission (LAFCO)
1195 Third Street,
Suite 310, Napa
94558
Meets: 2:00 p.m., 1st
Monday. Bi-Monthly.

Appointment by City
Select Committee.

Brown Act applies.

Commission
Secretary
(707) 259-8645
Aboudamous Required No
Napa County Resource
Conservation District
(RCD)
1303 Jefferson
Street, Ste 500B
Napa, 94558
Meets: 8:00 a.m., 2nd
Thursday. Monthly.

Appointment made by
Board of Supervisors.

Board Secretary
(707) 252-4188
Washington Joseph Required No
Napa County Watershed
Information Center &
Conservancy (WICC)
1125 Thirst
Street, 2nd Floor
Conference
Room, Napa
Meets: 4:00 p.m. 4th
Thursday. Monthly.

Appointment made by
Board of Supervisors.

Commission
Secretary
(707) 259-5936
Oro Aboudamous Not
Required
No
Napa County Climate
Action Committee (CAC)
1195 Third Street,
Suite 310, Napa
94558
Standing: 9:00 am 4th
Friday. Monthly. Brown
Act applies
County Clerk
707-253-4196
Joseph Garcia Not
Required
No
Napa Vallejo Waste
Management Authority
(NVWMA)
City Hall Meets: 9:00 a.m., 1st
Thursday. Monthly.

Brown Act applies
Vallejo Clerk
707-253-4196
Garcia Oro Required $100 per
meeting
Napa Valley
Transportation
Authority (NVTA)
625 Burnell
Street, Napa
94559
Meets: 1:30 p.m. 3rd
Wednesday. Monthly.

Brown Act applies
Valley Clerk
707-253-4196
Garcia Joseph Aboudamous Required No
117
Approved by Minute Order 2023-xx
2024 City Council: Committee Appointment List
Name Address Notes Contact First
Appointee
Second
Appointee
Alternate Form 700
Filiers
Compensation
Napa Valley Tourism
Corporation
1001 Second
Street, Suite 330,
Napa 94559
Meets: 10:30 a.m. Last
Thursday. Quarterly.

Brown Act applies
Valley Clerk
707-253-4196
Oro Joseph Not
Required
No
Napa County City
Selection Committee
1195 Third Street,
Suite 310, Napa
94558
Meets: 1:00 p.m., 3rd
Tuesday. Quarterly. Rep
must be Mayor
County Clerk
707-253-4196
Garcia Not
required
No
Napa County Youth
Opportunity
Commission
Varies Meets: 4:30 p.m., on
3rd Wednesdays, As
needed.

District Attorney
707-253-4211
Aboudamous Washington Not
Required
No
Napa-Solano Agency on
Aging Oversight Board
1195 3rd Street.

Suite 310, Napa,
CA 94559
Meets: 10:00 a.m. 4th
Monday. Monthly.

Appointment made by
Board of Supervisors.

Board Secretary
Elaine Clark
707-784-8960
707-718-0091
N/A Oro Not
Required
No
Regional Agency
Association of Bay Area
Governments (ABAG)
Executive Board
375 Beale Street,
Suite 700 San
Francisco, 94105
Meets: 7:00 p.m., 3rd
Thursday. Monthly
Clerk
707-253-4196
(415) 820-7913
(415) 690-0529
Garcia Required $150 per
meeting
Association of Bay Area
Governments (ABAG)
General Assembly
375 Beale Street,
Suite 700 San
Francisco, 94105
Meets: Annually -
Usually in June Clerk (415 820-79-
13 (415) 690-0529
Oro Aboudamous Not
Required
No
North Bay Water Reuse
Authority
404 Aviation
Blvd., Santa Rosa
95404
Meets: 9:30 a.m. 3rd
Monday, Quarterly
Novato City Hall Council
Chambers
Clerk (510) 410-
5923
chuckweir@sbcgl
obal.net
Joseph Oro Required No
North Bay Watershed
Association
404 Aviation
Blvd., Santa Rosa
95404
Meets: 10:00 a.m., 4th
Thursday. Quarterly.

Clerk
(707) 235-8965
Garcia Not
Required
No
118
City Council Committee Report
Submitted
by: * Councilmember Mark Joseph
Council
Meeting
Date:
12/19/2023
Event
Date:

Event Type Committee Report
Event Title:* Climate Action Activities
Event Report: Although we didn't have a Climate Action Committee meeting this month, I was involved in a number of climate-action related issues:

Met with CAC staff and Napa Climate NOW to discuss an interim Dashboard of environmental metrics, such as number of solar permits, EV Charging stations, etc. We also discussed tracking "policy" related items, such as whether a jurisdiction has adopted a Gas Station ban. The forthcoming Regional Climate Action & Adaptation Plan (RCAAP) will include a dashboard, so our efforts will help lay some ground work for the future. I also learned we need to update our planning software--several of the metrics we need have to be manually tabulated from our database!
Met with CAC members and staff as part of an ad hoc committee exploring ways to secure some $6 million for a pilot project to install towers to monitor our Greenhouse Gases on a 24/7 basis. This would not only validate our GHG inventory from last year, it would also provide a much higher level of information--that is, most inventories are based on models and averages. This system would provide accurate and timely data. After our first meeting, we decided we should secure funding to develop a specific plan of action, including inventory of existing towers, potential sites for new ones, more precise cost estimates and other elements that would help us secure the much larger sum of money to do the actual construction and monitoring.

File/Photo Upload Max file size for all uploads is 25 MB Event
Date:

Event Type Community Event
Event Title:* City Events and Activities
Event Report: Attended the Magic of the Season. Given the wonderful weather, the turnout was exceptional. The format was better as well (stage with performances, vs. a parade at night). There must have been at least 1000 people in attendance.

Listened to a CalCities webinar on the proposed California Forever City near Rio Vista. Our comments were mild compared to some of the town hall meetings. The proposal sounds intriguing, but a lot of it is wishful thinking. For example, every city wants to become an economic engine; create good-paying jobs, etc. Building a city from scratch in the middle of nowhere seems even more challenging.

Attended the City's Employee Luncheon. Exciting to see some of our long-term employees being recognized; new ones being sworn in, and everyone having a great time. Good food, too! Listened to another CalCities webinar on Grid Resiliency. This one was pretty technical. One interesting point:
the reason no one can tell us the Grid will meet the demands of an electrified economy is that it's complicated. But the Utility representatives did assure us that they have a process in place to expand the network as needed--of course, if our systems change too much or too rapidly, they will need to be very nimble. For example, the ratio of electric and gas usage is changing rather quickly--that wasn't included in their forecasting models.

File/Photo Upload Max file size for all uploads is 25 MB Event
Date:

Event Type Community Event
119
Event Title:* Kiwanis Activities
Event Report: This has been a busy time for Kiwanis, mainly because we are moving from our older pantry to the new one (part of the Napa Junction Community Center); as well as providing our services in a new location, and getting ready for the new "choice" model. With a lot of hard work, it will get done! Had a meeting with the Boys & Girls Club of Am Can and rep's from the Napa Kiwanis Club to talk about installing a small playground at the Clubhouse. This would be our first installation project for us, but the Napa Club has put together dozens over the years. This should be pretty exciting, and will benefit our Clubhouse. Plan for something in April or May of next year.

The "Illumination of Trees" a fund raiser for the Kiwanis Food Pantry and hosted by DoubleTree, brought us $2,225 (a much larger amount than the last time the event was held). Thank you, DoubleTree, for your hard work! Attended the Kiwanis annual holiday party--it was a potluck at a members' home. Great food, lots of fun, and nice to take a break from all the work!
File/Photo Upload Max file size for all uploads is 25 MB Event
Date:

Event Type Community Event
Event Title:* American Canyon Arts Foundation
Event Report: As with the Kiwanis, ACAF moved from our storage area to the new NJCC location. We have a lot of organizing and setting up to do, but we will host our first event--a Holiday Reception and Membership Drive--on Saturday, Dec. 16.

It will also let us show off the new space.

Attended a planning session for the ACHS Arts & MusicFest planned for next March 16. This is intended to showcase our young artists, build a strong partnership between the High School and ACAF, and act as a fundraiser for the VAPA (Visual And Performing Arts) program.

Attended the monthly board meeting, focused on getting our Art Extravaganza back on track. We haven't hosted an art show since 2019, mainly due to the pandemic and not having a good venue to operate. That situation has changed.

File/Photo Upload Max file size for all uploads is 25 MB Event
Date:

Event Type Community Event
Event Title:* Community Events and Activities
Event Report: Cheryl and I participated in the annual Reindeer Run--again, great weather for a 5k! Very proud that former Councilmember, Kenneth Leary, placed in his category (the first Councilmember to do so, as far as I can recall).

Went to the Chamber's Coffee Chat at the DoubleTree. Good turnout and it was a good way to encourage last minute bids on the Christmas Trees.

Working with the City and the Parks Foundation, began planning for next year's Earth Day. We are switching to Sunday, April 21, because Napa City switched their event to Saturday, April 20. We hope to have many of the same vendors as last year, focused on environmental issues, health care, and possibly a few new ones! This is one of two events held at the Wetlands, in which several community organizations come together to host a big Citywide event (the other is in the fall with the Pumpkin Path).

Attended the monthly Napa County Democratic Central Committee. We listened to Board of Supervisor candidates and then voted on endorsements.

File/Photo Upload Max file size for all uploads is 25 MB 120

American Canyon City CouncilDecember 19, 2023

American Canyon City Council
December 19, 2023