The URL can be used to link to this page

Home My WebLink AboutUkiah Waste Solutions, Inc. 2007-08-29CONFIDENTIALITY AGREEMENT This Confidentiality Agreement ( e "Agreem nV) is entered on August J, 2007, between the City of Ukiah ("City") and , "Document Recipient"), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November, 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement" and, together with the Collection Contract, "the Contracts"). B. Under the Contracts, City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows: 1. For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. 2 IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH By: Candace Horsley, City Mana er 3 k CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is entered on August ~21 2007, between the City of Ukiah ("City") and Za( ~t - Document Recipient"), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November, 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement" and, together with the Collection Contract, "the Contracts"). B. Under the Contracts, City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows.- 1 . For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. 2 IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH CUMENF I T By: C~ Candace Horsley, City Ma ger [Signature] we Q-tV1115 Ns [Print or type name] 3 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is entered on August , 2007, between the City of Ukiah ("City") andG _ ' 14 ,a,("Document Recipient"), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November, 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement" and, together with the Collection Contract, "the Contracts"). B. Under the Contracts, City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows: 1. For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. 2 IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH By: Candace Horsley, City Ma ~ger 3 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is entered on August o, 2007, between the City of Ukiah ("City") and 1),i _("Document Recipient"), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November, 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement" and, together with the Collection Contract, "the Contracts"). B. Under the Contracts, City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows: 1. For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. 2 IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH By: Candace Horsley, Cit anager DOC ENT RECIPIENT [Signature] [Print or type name] 3 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is entered on Augusts 2007, between the City of Ukiah ("City") and J- kt Gc,.~q"Document Recipient"), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November, 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement" and, together with the Collection Contract, "the Contracts"). B. Under the Contracts; City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows: 1. For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. 2 IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH By: A'=Q:::~ Candace Horsley, City anager DOCUMENT RECIPIENT [Signature] [Print or type name] 3 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is entered on August V, 2007, between the City of Ukiah ("City") and C-- [ V ("Document Recipient"), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November, 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement" and, together with the Collection Contract, "the Contracts"). B. Under the Contracts, City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows: 1. For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. 2 IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH DOCUMENT RECIPIENT Candace Horsley, City Mana er [Signature] [Print or type name] 3 CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is entered on August 27, 2007, between the City of Ukiah ("City") and R. Emmett Jones (Consultant), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement' 'and, together with the Collection Contract, "the Contracts"). B. Under the Contracts, City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows: 1. For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document when delivered to the City, and distributed to the Consultant. 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which, if any, may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the sole and exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH DOCUMENT RECIPIENT 2 By: Candace Horsley, City Manage [Print or type name] CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is entered on August 2007, between the City of Ukiah ("City") and ("Document Recipient"), who may be referred to herein collectively as "Parties." RECITALS A. Ukiah Waste Solutions, Inc. ("UWS") on its own behalf and on behalf of certain affiliated companies seeks the City's approval for the purchase (the "Purchase") of the outstanding shares of Solid Wastes Systems, Inc., which is the Contractor under that certain Contract for Collection, Transportation and Disposal of Garbage, Refuse and Rubbish, and Recycling of Recyclable Materials from Within the City of Ukiah between the City of Ukiah and Solid Wastes Systems, Inc. ("SWS"), dated March 23, 1992, as amended May 9, 1997, August 21, 1998 and November, 2001 (the "Collection Contract"), and that certain Agreement between City of Ukiah, SWS and North Bay Corporation, dated November 20, 2001, as amended April 17, 2002 (the "Transfer Station Agreement" and, together with the Collection Contract, "the Contracts"). B. Under the Contracts, City Council approval is required for any assignment of the Contracts or change in control of the parties contracting with the City under the Contracts. Without that approval the assignment or change in control provides grounds for the City to terminate the Contracts. C. The City has requested UWS and its affiliated companies and owners to provide documents and information in order for the City to evaluate whether the Purchase will affect the provision of services under the Contracts. Some of this information is proprietary and confidential. The City has represented to UWS that it will treat any documents so identified by UWS as Proprietary and Confidential under the California Public Records Act and will refuse to disclose any such documents to the maximum extent permitted by the PRA. The City has also represented to UWS that its consultants, employees and officials will use these documents exclusively to make recommendations to the City Council concerning approval of the Purchase. D. By this Agreement, and for the benefit of the City and UWS, such consultants, employees and officials agree to keep the documents and the information contained in the documents confidential and to disclose such information only as necessary in order to make recommendations to the City Council. NOW, THEREFORE, the Parties hereto agree as follows: 1. For purposes of this Agreement, the term "Confidential Information" means any document and the information contained in that document, when the words "PROPRIETARY AND CONFIDENTIAL INFORMATION" are conspicuously displayed on the cover or first page of the document 1 "Confidential Information" does not include information which (i) is available to the public generally, or (ii) was available on a non-confidential basis to the Parties prior to the City's receipt of such information from UWS and its affiliates. 2. Document Recipient agrees as follows: 2.1. He or she shall hold and maintain the Confidential Information in strictest confidence and in trust for the sole and exclusive benefit of UWS, and of the City in responding to the request by UWS to approve the Purchase. 2.2. He or she shall not use, copy or disclose any of the Confidential Information except as necessary to assist in the development of a recommendation to the City Council regarding the Purchase. 2.3. The Parties shall take all necessary action to protect the confidentiality of the Confidential Information. This Agreement shall continue in full force and effect for a period of five (5) years after the date hereof. 3. The Parties acknowledge that any disclosure, use or misappropriation of any of the Confidential Information in violation of this Agreement may cause irreparable harm, the monetary value of which may be difficult to ascertain. Therefore, Parties agree that the City or UWS shall have the right to obtain, without the posting of any bond, a court order restraining the disclosure, use or misappropriation, or any further disclosure, use or misappropriation, of the Confidential Information by a Document Recipient. Such injunctive relief shall be the exclusive remedy available to a Party to enforce this agreement. 4. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, beneficiaries, personal representatives, successors and assigns. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of California. The Parties agree that any legal action arising out of this Agreement shall be brought in the Superior Court of the county where any Party-defendant resides 6. This Agreement constitutes the sole understanding of the Parties about the subject matter hereof and may not be amended or modified except in writing signed by the Parties. 7. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together, shall constitute one and the same instrument. 8. The City shall furnish a signed copy of this Agreement to UWS. 2 IN WITNESS WHEREOF, the Parties have executed and delivered this Confidentiality Agreement as of the date and year first above written. CITY OF UKIAH By: [Print or type name] DOCUMENT RECIPIENT Candace Horsley, City Manager [Signature] 3