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ELEVENTH AMENDMENT TO FRANCHISE AGREEMENT
<br />This Eleventh Amendment to Franchise Agreement(the"Amendment") is entered into this 20th
<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 />1.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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