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ELEVENTH AMENDMENT TO FRANCHISE AGREEMENT
<br />This Eleventh Amendment to Franchise Agreement (the "Amendment") is entered into this
<br />day of January, 2015 by and between the City of San Leandro (the "City") and Alameda County
<br />Industries, Inc. ("ACI"), with reference to the following:
<br />A. The City and ACI are parties to that certain Franchise Agreement for Solid Waste,
<br />Recyclables, and Green Waste Services dated February 1, 2000, as amended by the First through Tenth
<br />Amendments thereto (collectively, the "Agreement").
<br />B. The City and ACI have unresolved issues pertaining to the application of Title 1, Article
<br />6 of Chapter 6 of the San Leandro Municipal Code (the "Living Wage Ordinance") to the workers at the
<br />materials recovery facility (the "MRF") owned and operated by ACI's affiliate, Alameda County
<br />Industries, LLC ("ACI LLC"), refurbishment of the MRF, and organization of the MRF workers under a
<br />collective bargaining agreement.
<br />C. The City and ACI wish to resolve such issues and to enter into this Amendment to
<br />provide for certain rate setting matters on the terms herein.
<br />NOW, THEREFORE, in and for the mutual covenants herein and other good and valuable
<br />consideration, the receipt and adequacy of which are hereby acknowledged, the City and ACI hereby
<br />agree as follows:
<br />ACI's implementation of a 4.01% increase on all rates, effective February 1, 2015, is
<br />hereby ratified.
<br />2. On February 1, 2015, the City will advance to ACI the amount of $1,109,706.74 (the
<br />"Advance") by wire transfer in accordance with ACI's written instructions. ACI will repay the Advance
<br />to the City, together with simple interest at the rate of 2.5% per annum, in forty (40) equal installments of
<br />$31,441.00 each on the first day of January, April, July and October every year, commencing October 1,
<br />2015. The City will execute and deliver an agreement with ACI's bank subordinating the City's right to
<br />repayment of the Advance to ACI's repayment of its indebtedness to such bank on commercially
<br />reasonable terms.
<br />3. Irrespective of any other rate adjustments authorized under the Agreement (such as the
<br />RRI adjustment) or hereafter approved by the City (such as pursuant to a special rate review), ACI is
<br />authorized to increase all rates, effective July 1, 2015, by 2.14% in order to fund all repayments of
<br />principal and interest pursuant to Section 2 above, so that such repayments will not reduce ACI's
<br />compensation under the Agreement. The City hereby acknowledges the need for further rate increases
<br />effective July 1, 2015 to address the refurbishment of the MRF and the organization of the MRF workers
<br />under a collective bargaining agreement, which rate increases will be the subject of a request by ACI for a
<br />special rate review pursuant to Section 6.4 of the Agreement.
<br />4. ACI LLC will provide all workers at the MRF with wages and benefits that comply with
<br />the Living Wage Ordinance, commencing December 1, 2014.
<br />5. Effective upon the City's payment of the Advance to ACI (the "Effective Date"), ACI, on
<br />behalf of itself and its affiliates, shareholders, officers, directors, agents, employees, attorneys, successors
<br />and assigns ("ACI Releasors"), hereby fully and forever releases and discharges the City, and its
<br />affiliates, officers, insurers, council members, agents, employees, attorneys, successors and assigns ("City
<br />Releasees"), from any and all claims, demands, agreements, damages, debts, expenses, causes of action,
<br />attorneys' fees and liabilities, of whatever kind or nature, in law, equity or otherwise, whether now known
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